ALPS Active REIT ETF NCSRS Certified semi-annual shareholder report (management investment company)

ALPS Active REIT ETF (REIT) N-CSRSCertified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:

811-22175

ALPS ETF TRUST

(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100, Denver, Colorado 80203

(Address of principal executive offices) (Zip code)

Tané Tyler, Esq., Secretary

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 – May 31, 2013

Item 1. Report to Stockholders.

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Table of Contents


Performance Overview			2

Disclosure of Fund Expenses			4

Financial Statements

Schedule of Investments			5

Statement of Assets and Liabilities			9

Statement of Operations			10

Statements of Changes in Net Assets			11

Financial Highlights			12

Notes to Financial Statements			14

Additional Information			21


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Semi-Annual \| May 31, 2013 (Unaudited)		1

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Performance Overview

May 31, 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

Average Annual Total Return as of May 31, 2013


	6 Months			1 Year			3 Year			5 Year			Since Inception^*
Fund Performance
NAV		8.39	%		24.73	%		15.92	%		1.78	%		0.69	%
Market Price^**		7.91	%		23.82	%		15.94	%		1.38	%		0.59	%
Index Performance
Cohen & Steers Global Realty Majors Portfolio Index		8.82	%		25.60	%		16.81	%		2.55	%		1.55	%
FTSE EPRA/NAREIT Developed Real Estate Index		9.26	%		25.07	%		16.27	%		2.55	%		1.56	%
S&P 500^® Total Return Index		16.43	%		27.27	%		16.87	%		5.43	%		5.13	%

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.

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. 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.

*	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.


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Performance Overview

May 31, 2013 (Unaudited)

GROWTH OF $10K as of May 31, 2013

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

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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.

TOP 10 HOLDINGS (as a % of Net Assets)* as of May 31, 2013


Simon Property Group, Inc.	4.00	%
Mitsui Fudosan Co., Ltd.	3.64
Unibail-Rodamco	3.53
Westfield Group	3.40
Mitsubishi Estate Co., Ltd.	3.40
Public Storage	3.29
HCP REIT, Inc.	3.23


Ventas, Inc.	3.13	%
Sun Hung Kai Properties, Ltd.	3.08
ProLogis	3.00
Percent of Net assets in Top Ten Holdings:	33.70	%

* Future holdings are subject to change.

GEOGRAPHIC BREAKDOWN^**†


United States	47.42	%
Hong Kong	12.91
Japan	11.59
Australia	8.20
United Kingdom	6.15
France	4.98
Singapore	3.67


Canada	2.05	%
Germany	0.76
Brazil	0.70
Netherlands	0.65
Switzerland	0.53
Sweden	0.39

** % of Total Investments.

^†Future breakdown are subject to change.


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Semi-Annual \| May 31, 2013 (Unaudited)		3

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Disclosure of Fund Expenses

For the six months ended May 31, 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 May 31, 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 12/1/12			Ending Account Value 05/31/13			Expense Ratio^(a)			Expenses Paid During the Period 12/1/12 to 05/31/13^(b)
Actual		$	1,000.00		$	1,083.90		0.55	%		$	2.86
Hypothetical (5% return before expenses)		$	1,000.00		$	1,022.19		0.55	%		$	2.77

^(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 (182), then divided by 365.


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Schedule of Investments

May 31, 2013 (Unaudited)


Security Description	Shares		Value

COMMON STOCKS (99.68%)
*Australia (8.18%)*
Dexus Property Group		794,708	$	836,631
Goodman Group		248,434		1,222,103
GPT Group		267,652		996,446
Mirvac Group		560,925		899,193
Stockland Trust Group		366,227		1,279,313
Westfield Group		338,223		3,728,973

				8,962,659

*Brazil (0.70%)*
BR Malls Participacoes SA		75,400		768,504


*Canada (2.05%)*
Boardwalk REIT*		6,465		380,386
Dundee REIT		16,651		547,512
RioCan REIT		49,639		1,316,684

				2,244,582

*France (4.96%)*
Gecina SA		4,324		530,145
ICADE		3,753		341,603
Klepierre		16,110		695,173
Unibail-Rodamco		15,745		3,872,912

				5,439,833

*Germany (0.75%)*
Deutsche EuroShop AG		7,538		327,236
Deutsche Wohnen AG		26,531		498,116

				825,352

*Hong Kong (12.88%)*
China Overseas Land & Investment, Ltd.		633,000		1,887,763
China Resources Land, Ltd.		305,500		938,626
Hang Lung Properties, Ltd.		318,000		1,118,362
Hongkong Land Holdings, Ltd.		194,600		1,352,470
The Link Real Estate Investment Trust		376,164		1,945,609
Sino Land Co., Ltd.		486,000		724,999
Sun Hung Kai Properties, Ltd.		254,000		3,376,807
Swire Properties, Ltd.		173,000		541,558
The Wharf Holdings, Ltd.		249,700		2,222,744

				14,108,938

*Japan (11.56%)*
Japan Retail Fund Investment Corp.		350		668,956
Mitsubishi Estate Co., Ltd.		147,000		3,727,132
Mitsui Fudosan Co., Ltd.		140,000		3,990,045


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Schedule of Investments

May 31, 2013 (Unaudited)


Security Description	Shares		Value

*Japan (11.56%) (continued)*
Nippon Building Fund, Inc.		113	$	1,175,502
Sumitomo Realty & Development Co., Ltd.		79,000		3,110,298

				12,671,933


*Netherlands (0.65%)*
Corio N.V.		15,783		708,140


*Singapore (3.66%)*
Ascendas Real Estate Investment Trust		303,066		556,282
CapitaLand, Ltd.		423,000		1,157,941
CapitaMall Trust		422,347		718,419
City Developments, Ltd.		74,000		631,133
Global Logistic Properties, Ltd.		424,000		945,987

				4,009,762


*Sweden (0.39%)*
Castellum AB		28,249		426,080


*Switzerland (0.52%)*
PSP Swiss Property AG		6,323		574,938


*United Kingdom (6.13%)*
British Land Co. Plc		164,638		1,523,430
Derwent London Plc		14,102		511,670
Great Portland Estates Plc		56,783		477,973
Hammerson Plc		117,048		912,339
Intu Properties Plc		110,201		567,456
Land Securities Group Plc		128,732		1,825,896
Segro Plc		121,918		517,570
Shaftesbury Plc		41,312		386,349

				6,722,683


*United States (47.25%)*
Alexandria Real Estate Equities, Inc.		11,563		792,066
American Campus Communities, Inc.		17,314		706,931
AvalonBay Communities, Inc.		18,780		2,491,355
Boston Properties, Inc.		25,056		2,670,469
Brookfield Office Properties, Inc.		41,339		709,791
Camden Property Trust		13,979		968,046
Digital Realty Trust, Inc.		20,693		1,260,411
Douglas Emmett, Inc.		21,712		553,439
Equity Residential		52,943		2,993,927
Essex Property Trust, Inc.		6,272		985,582
Federal Realty Investment Trust		10,731		1,156,265
General Growth Properties, Inc.		74,340		1,526,200


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Schedule of Investments

May 31, 2013 (Unaudited)


Security Description		Shares			Value

*United States (47.25%) (continued)*
HCP REIT, Inc.			74,758		$	3,542,034
Health Care REIT, Inc.			43,081			2,930,800
Host Hotels & Resorts, Inc.			119,915			2,133,288
Kimco Realty Corp.			67,255			1,489,698
Liberty Property Trust			19,768			802,185
The Macerich Co.			22,628			1,468,783
ProLogis			81,475			3,283,443
Public Storage			23,761			3,606,920
Realty Income Corp.			32,000			1,454,400
Regency Centers Corp.			14,849			766,208
Simon Property Group, Inc.			26,366			4,388,357
SL Green Realty Corp.			15,033			1,307,570
Tanger Factory Outlet Centers			15,460			533,061
UDR, Inc.			41,112			1,001,899
Ventas, Inc.			48,131			3,435,109
Vornado Realty Trust			27,911			2,231,484
Weingarten Realty Investors			18,329			584,329

						51,774,050

TOTAL COMMON STOCKS
(Cost $95,594,264)						109,237,454


	7 Day Yield	Shares			Value


SHORT TERM INVESTMENTS (0.05%)
Dreyfus Treasury Prime Cash Management, Institutional Class	0.000%^(a)		51,169			51,169
				��

TOTAL SHORT TERM INVESTMENTS
(Cost $51,169)						51,169


TOTAL INVESTMENTS (99.73%)
(Cost $95,645,433)					$	109,288,623


NET OTHER ASSETS AND LIABILITIES (0.27%)						295,591


NET ASSETS (100.00%)					$	109,584,214

*	Non-income producing security.

^(a)

Less than 0.0005%


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Schedule of Investments

May 31, 2013 (Unaudited)


*Common Abbreviations:*
AB -		Aktiebolag is the Swedish equivalent of the term corporation.
AG -		Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by 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.


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Statement of Assets & Liabilities

May 31, 2013 (Unaudited)


ASSETS:
Investments, at value	$	109,288,623
Cash		6,055
Foreign currency, at value (Cost $17,368)		17,382
Foreign tax reclaims		20,216
Dividends receivable		305,844
Total Assets		109,638,120


LIABILITIES:
Payable to advisor		53,906
Total Liabilities		53,906
NET ASSETS	$	109,584,214


NET ASSETS CONSIST OF:
Paid-in capital	$	102,409,295
Accumulated undistributed net investment loss		(3,085,308	)
Accumulated net realized loss on investments and foreign currency transactions		(3,378,807	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		13,639,034
NET ASSETS	$	109,584,214


INVESTMENTS, AT COST	$	95,645,433

PRICING OF SHARES
Net Assets	$	109,584,214
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		2,700,000
Net Asset Value, offering and redemption price per share	$	40.59


See Notes to Financial Statements.		9
Semi-Annual \| May 31, 2013 (Unaudited)		9

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Statement of Operations


	For the Six Months Ended May 31, 2013 (Unaudited)
INVESTMENT INCOME:
Dividends^(a)		$	1,500,952
Total Investment Income			1,500,952

EXPENSES:
Investment advisory fee			250,427
Total Net Expenses			250,427
NET INVESTMENT INCOME			1,250,525

Net realized gain on investments			93,351
Net realized loss on foreign currency transactions			(10,011)
Net change in unrealized appreciation on investments			4,094,010
Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies			(2,493)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS			4,174,857
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	5,425,382

^(a)

Net of foreign withholding tax of $86,541.


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


	For the Six Months Ended May 31, 2013 (Unaudited)		For the Year Ended November 30, 2012
OPERATIONS:
Net investment income	$	1,250,525	$	1,557,853
Net realized gain on investments and foreign currency transactions		83,340		1,515,849
Net change in unrealized appreciation on investments and foreign currency		4,091,517		9,937,032
Net increase in net assets resulting from operations		5,425,382		13,010,734

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(4,021,295)		(1,417,294)
Total distributions		(4,021,295)		(1,417,294)

SHARE TRANSACTIONS:
Proceeds from sale of shares		41,345,340		18,618,717
Cost of shares redeemed		(4,423,476)		(9,371,914)
Net increase from share transactions		36,921,864		9,246,803
Net increase in net assets		38,325,951		20,840,243

NET ASSETS:
Beginning of year		71,258,263		50,418,020
End of period*	$	109,584,214	$	71,258,263


*Including accumulated net investment loss of:	$	(3,085,308)	$	(314,538)

Other Information:
SHARE TRANSACTIONS:
Beginning shares		1,800,000		1,550,000
Shares sold		1,000,000		500,000
Shares redeemed		(100,000)		(250,000)
Shares outstanding, end of period		2,700,000		1,800,000


See Notes to Financial Statements.		11
Semi-Annual \| May 31, 2013 (Unaudited)		11


	For the Six Months Ended May 31, 2013 (Unaudited)
NET ASSET VALUE, BEGINNING OF PERIOD		$	39.59

INCOME/(LOSS) FROM OPERATIONS:
Net investment income			0.56	^(b)
Net realized and unrealized gain/(loss) on investments			2.67
Total from Investment Operations			3.23

LESS DISTRIBUTIONS:
From net investment income			(2.23	)
Total Distributions			(2.23	)
NET INCREASE/(DECREASE) IN NET ASSET VALUE			1.00
NET ASSET VALUE, END OF PERIOD		$	40.59

TOTAL RETURN^(c)			8.39	%

RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)		$	109,584

RATIOS TO AVERAGE NET ASSETS:
Operating expenses			0.55	%^(d)
Net investment income			2.75	%^(d)
PORTFOLIO TURNOVER RATE^(e)			7	%

^(a)

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

^(b)

Calculated using average shares outstanding.

^(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.


12		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) through 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	%


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Notes to Financial Statements

May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains solely to the Cohen & Steers Global Realty Majors ETF (the “Fund”). The investment objective of the Fund is to seek investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of the Cohen & Steers Global Realty Majors Index.

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.


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Notes to Financial Statements

May 31, 2013 (Unaudited)

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 Currency Translation and Foreign Investments

The Fund invests in foreign securities which may involve a number of risk factors and special considerations not present with investments in securities of U.S. corporations.

Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the advisers may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund’s return.

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


		15
Semi-Annual \| May 31, 2013 (Unaudited)		15

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Notes to Financial Statements

May 31, 2013 (Unaudited)

gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

C. Securities Transactions and Investment Income

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

D. Dividends and Distributions to Shareholders

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

E. Federal Tax and Tax Basis Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carry forwards) under income tax regulations. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end; accordingly, tax basis balances have not been determined as of May 31, 2013.

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, 2012, 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


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

LOGO

Notes to Financial Statements

May 31, 2013 (Unaudited)

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:


		For the Year Ended November 30, 2012
*Distributions paid from:*
Ordinary income		$ 1,417,294
Total		$ 1,417,294

As of May 31, 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	$ 96,997,089


Gross Appreciation (excess of value over tax cost)	$ 13,765,000
Gross Depreciation (excess of tax cost over value)	(1,473,466)
Net Unrealized Appreciation	$ 12,291,534
		��

F. 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.

As of and during the period ended May 31, 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.

G. 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


		17
Semi-Annual \| May 31, 2013 (Unaudited)		17

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Notes to Financial Statements

May 31, 2013 (Unaudited)

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.

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


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

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

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

The following is a summary of the inputs used to value the Funds investments as of May 31, 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*	$	109,237,454	$	–	$	–	$	109,237,454
Short Term Investments		51,169		–		–		51,169
TOTAL	$	109,288,623	$	–	$	–	$	109,288,623

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

The Fund recognizes transfers between levels as of the end of the period. For the six months ended May 31, 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.


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

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Notes to Financial Statements

May 31, 2013 (Unaudited)

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.

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

Each Trustee who is not an officer or employee of the Investment Adviser, any 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.

4. PURCHASES AND SALES OF SECURITIES

For the six months ended May 31, 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
$ 6,104,320		$ 6,038,493

For the six months ended May 31, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Purchases		Sales
$ 36,414,265		$ 2,447,256

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


		19
Semi-Annual \| May 31, 2013 (Unaudited)		19

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Notes to Financial Statements

May 31, 2013 (Unaudited)

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.


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

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Additional Information

May 31, 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.


		21
Semi-Annual \| May 31, 2013 (Unaudited)		21

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

ALPS Portfolio Solutions Distributor, Inc., distributor for the Cohen & Steers Global Realty Majors ETF.

GRI000220

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		ALPS Equal Sector Weight ETF

PAGE

Table of

Contents

Performance Overview

Disclosure of Fund Expenses

Statement of Investments

Statement of Assets and Liabilities.

Statement of Operations.

Statements of Changes in Net Assets

Financial Highlights

Notes to Financial Statements

Additional Information


				ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Performance Overview
				May 31, 2013 (Unaudited)

INVESTMENT OBJECTIVE

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

PRIMARY INVESTMENT STRATEGIES

The Adviser will seek to match the performance of the Underlying Index. The Underlying Index is an index of indexes comprised in equal proportions of the nine Select Sector SPDR Indexes (“The Underlying Sector Indexes”). In order to track the securities in the Underlying Index, the Fund will use a “fund of funds” approach, and seek to achieve its investment objective by investing at least 90% 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 May 31, 2013


Average Annual Total Return	YTD		6 Month		1 Year		3 Year		Since Inception Annualized*
ALPS Equal Sector Weight ETF
NAV (Net Asset Value)		14.41%		15.61%		25.97%		16.50%		18.71%
Market Price**		14.37%		15.65%		26.15%		16.56%		18.79%
Banc of America Securities Merrill Lynch Equal Sector Weight Index		13.61%		14.60%		23.70%		14.48%		16.65%
S&P 500^® Total Return Index		15.37%		16.43%		27.27%		16.87%		19.00%
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 06, 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.


Semi-Annual Report		May 31, 2013		2



ALPS Equal Sector Weight ETF		Performance Overview
		May 31, 2013 (Unaudited)

The following table shows the sector weights of both the Fund and the S&P 500^® as of May 31, 2013:

SECTOR WEIGHTING COMPARISON^ as of May 31, 2013


	EQL*		S&P 500^®
Healthcare (XLV)		11.5%		12.5%
Financials (XLF)		11.5		15.9
Consumer Discretionary (XLY)		11.4		11.6
Technology (XLK)		11.2		21.1
Consumer Staples (XLP)		11.1		11.0
Industrials (XLI)		11.1		10.1
Energy (XLE)		10.8		10.9
Materials (XLB)		10.8		3.4
Utilities (XLU)		10.6 ��		3.5

Source: S&P 500^®

^	Sector weights subject to change.

*	Percentages based on Total Investments.


		3		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Performance Overview
				May 31, 2013 (Unaudited)

SECTOR ALLOCATION as of May 31, 2013

LOGO

Sector weights and allocations subject to change.

GROWTH OF $10,000 as of May 31, 2013

LOGO


Semi-Annual Report		May 31, 2013		4



ALPS Equal Sector Weight ETF		Disclosure of Fund Expenses
		For the Six Months Ended May 31, 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 May 31, 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 12/1/12	Ending Account Value 5/31/13	Expense Ratio^(a)	Expenses Paid During the Period^(b) 12/1/12- 5/31/13
Actual	$1,000.00	$1,156.10	0.34%	$1.83
Hypothetical (5% return before expenses)	$1,000.00	$1,023.24	0.34%	$1.72

^(a)

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

^(b)


		5		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Statement of Investments
				May 31, 2013 (Unaudited)


Security Description			Shares		Value
EXCHANGE TRADED FUNDS (99.96%)
Consumer Discretionary (11.40%)
Consumer Discretionary Select Sector SPDR^® Fund				189,409		$	10,629,633

Consumer Staples (11.11%)
Consumer Staples Select Sector SPDR^® Fund				258,857			10,364,634

Energy (10.81%)
Energy Select Sector SPDR^® Fund				125,239			10,085,497

Financials (11.49%)
Financial Select Sector SPDR^® Fund				540,003			10,713,660

Healthcare (11.51%)
Health Care Select Sector SPDR^® Fund				223,002			10,735,316

Industrials (11.07%)
Industrial Select Sector SPDR^® Fund				237,457			10,327,005

Materials (10.81%)
Materials Select Sector SPDR^® Fund				250,057			10,077,297

Technology (11.19%)
Technology Select Sector SPDR^® Fund				329,499			10,431,938

Utilities (10.57%)
Utilities Select Sector SPDR^® Fund				261,541			9,860,096

TOTAL EXCHANGE TRADED FUNDS
(Cost $75,842,794)							93,225,076


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.06%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000%^(a)		60,318			60,318

TOTAL SHORT TERM INVESTMENTS
(Cost $60,318)							60,318

TOTAL INVESTMENTS (100.02%)
(Cost $75,903,112)						$	93,285,394
NET LIABILITIES LESS OTHER ASSETS (-0.02%)							(26,933	)

NET ASSETS (100.00%)						$	93,258,461

^(a)

Less than 0.0005%

Common

Abbreviations:

SPDR^® - Standard & Poor’s Depositary Receipts

See Notes to Financial Statements.


Semi-Annual Report		May 31, 2013		6



ALPS Equal Sector Weight ETF		Statement of Assets and Liabilities
		May 31, 2013 (Unaudited)


ASSETS:
Investments, at value	$	93,285,394

Total Assets		93,285,394


LIABILITIES:
Payable to advisor		26,933

Total Liabilities		26,933

NET ASSETS	$	93,258,461


NET ASSETS CONSIST OF:
Paid-in capital	$	75,406,486
Accumulated net investment loss		(58,446)
Accumulated net realized gain on investments		528,139
Net unrealized appreciation on investments		17,382,282

NET ASSETS	$	93,258,461


INVESTMENTS, AT COST	$	75,903,112

PRICING OF SHARES
Net Assets	$	93,258,461
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		2,050,000
Net Asset Value, offering and redemption price per share	$	45.49

See Notes to Financial Statements.


		7		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Statement of Operations
				For the Six Months Ended May 31, 2013 (Unaudited)


INVESTMENT INCOME:
Dividends	$	981,397

Total Investment Income		981,397


EXPENSES:
Investment advisory fee		156,593

Total expenses before reimbursement		156,593

Expenses reimbursed/waived by: Investment advisor		(12,757)

NET EXPENSES		143,836

NET INVESTMENT INCOME		837,561


Net realized gain on investments		735,855
Net change in unrealized appreciation on investments		10,551,206

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		11,287,061

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	12,124,622

See Notes to Financial Statements.


Semi-Annual Report		May 31, 2013		8



ALPS Equal Sector Weight ETF		Statements of Changes in Net Assets


	For the Six Months Ended May 31, 2013 (Unaudited)			For the Year Ended November 30, 2012
OPERATIONS:
Net investment income	$	837,561		$	1,365,947
Net realized gain on investments		735,855			3,927,820
Net change in unrealized appreciation on investments		10,551,206			4,202,695

Net increase in net assets resulting from operations		12,124,622			9,496,462


DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(896,007	)		(1,375,473)
From tax return of capital		–			(41,418)

Total distributions		(896,007	)		(1,416,891)


SHARE TRANSACTIONS:
Proceeds from sale of shares		12,753,099			30,174,030
Cost of shares redeemed		(6,315,030	)		(24,753,246)

Net increase from share transactions		6,438,069			5,420,784

Net increase in net assets		17,666,684			13,500,355


NET ASSETS:
Beginning of period		75,591,777			62,091,422

End of period*	$	93,258,461			75,591,777


* Including accumulated net investment loss of:	$	(58,446	)	$	–

OTHER INFORMATION:
SHARE TRANSACTIONS:
Beginning shares		1,900,000			1,750,000
Shares sold		300,000			800,000
Shares redeemed		(150,000	)		(650,000)

Shares outstanding, end of period		2,050,000			1,900,000

See Notes to Financial Statements.


		9		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF


	For The Six Months Ended May 31, 2013 (Unaudited)
NET ASSET VALUE, BEGINNING OF PERIOD	$	39.79

INCOME FROM OPERATIONS:

Net investment income		0.42	^(b)
Net realized and unrealized gain on investments		5.74

Total from Investment Operations		6.16
			��

LESS DISTRIBUTIONS:
From net investment income		(0.46)
From capital gains		–
From tax return of capital		–

Total Distributions		(0.46)

NET INCREASE IN NET ASSET VALUE		5.70

NET ASSET VALUE, END OF PERIOD	$	45.49

TOTAL RETURN^(c)		15.61	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)	$	93,258

RATIOS TO AVERAGE NET ASSETS:
Net investment income including reimbursement/waiver		1.98	%^(d)
Net investment income excluding reimbursement/waiver		1.95	%^(d)
Expenses including reimbursement/waiver		0.34	%^(d)
Expenses excluding reimbursement/waiver		0.37	%^(d)
PORTFOLIO TURNOVER RATE^(e)		1	%

^(a)

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

^(b)

Calculated using average shares outstanding.

^(c)

^(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.


Semi-Annual Report		May 31, 2013		10



		Financial Highlights
		For a Share Outstanding Throughout the Periods Presented


For the Year Ended November 30, 2012^(a)			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) through 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


	1.79	%		1.25	%^(d)		2.14	%		2.60	%^(d)
	1.76	%		1.22	%^(d)		2.11	%		2.57	%^(d)
	0.34	%		0.34	%^(d)		0.34	%		0.34	%^(d)
	0.37	%		0.37	%^(d)		0.37	%		0.37	%^(d)
	4	%		4	%		7	%		4	%


		11		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen 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 correspond generally to the price and yield (before the Fund’s fees and expenses) of the Banc of America Securities Merrill Lynch Equal Sector Weight Index.

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


Semi-Annual Report		May 31, 2013		12



ALPS Equal Sector Weight ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

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.

B. Securities Transactions and Investment Income

C. Dividends and Distributions to Shareholders

D. 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. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end: accordingly, tax basis balances have not been determined as of May 31, 2013.

At November 30, 2012, the Fund had available for tax purposes unused post-enactment capital loss carryforwards as follows:


Short-Term		Long-Term
$4,717		$32,618

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.


		13		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

The tax character of the distributions paid was as follows:


	Year Ended November 30, 2012

Distributions paid from:
Ordinary Income	$	1,375,473
Return of Capital		41,418

Total	$	1,416,891


As of May 31, 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		$76,063,543

Gross Appreciation (excess of value over tax cost)		$17,221,851
Gross Depreciation (tax cost over value)		–

Net Unrealized Appreciation		$17,221,851

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

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.

F. Fair Value Measurements


Semi-Annual Report		May 31, 2013		14



ALPS Equal Sector Weight ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

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.

The following is a summary of inputs used to value the Fund’s investments at May 31, 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	$	93,225,076	$ –	$ –	$	93,225,076

Short Term Investments		60,318	–	–		60,318

TOTAL	$	93,285,394	$ –	$ –	$	93,285,394

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


		15		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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 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.

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

Each Trustee who is not an officer or employee of the Investment Adviser, or any of its affiliates (“Independent Trustees”) is paid a quarterly retainer of $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 six months ended May 31, 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
$ 1,744,341		$ 878,797


Semi-Annual Report		May 31, 2013		16



ALPS Equal Sector Weight ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

For the six months ended May 31, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Purchases		Sales
$ 8,539,948		$ 3,056,211

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.

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.


		17		ALPS Equal Sector Weight ETF		www.alpsfunds.com



		ALPS Equal Sector Weight ETF		Additional Information
				May 31, 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.


Semi-Annual Report		May 31, 2013		18

PAGE INTENTIONALLY LEFT BLANK

LOGO



	Page

PERFORMANCE OVERVIEW		2

DISCLOSURE OF FUND EXPENSES		3

SCHEDULE OF INVESTMENTS		4

STATEMENT OF ASSETS & LIABILITIES		7

STATEMENT OF OPERATIONS		8

STATEMENTS OF CHANGES IN NET ASSETS		9

FINANCIAL HIGHLIGHTS		10

NOTES TO FINANCIAL STATEMENTS		11

ADDITIONAL INFORMATION		16



www.alpsfunds.com		1


		PERFORMANCE OVERVIEW
		JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| May 31, 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.

TOP 10 Holdings^ (% of Total Investments)


Exxon Mobil Corp.			7.2%
Monsanto Co.			6.7%
Potash Corp. of Saskatchewan, Inc.			4.6%
Syngenta AG			4.6%
Deere & Co.			4.2%
Chevron Corp.			4.2%
Archer-Daniels-Midland Co.			2.6%
BP Plc			2.4%
Royal Dutch Shell Plc, Class A			2.2%
The Mosaic Co.			2.1%
Total % of Top 10 Holdings			40.8%

^	Future holdings are subject to change

COUNTRY ALLOCATION^ (% of Total Investments)


United States			44.0%
Canada			14.4%
United Kingdom			9.4%
Switzerland			4.9%
Russia			3.5%
Netherlands			2.2%
Australia			1.9%
France			1.8%
South Africa			1.3%
Brazil			1.3%
Other			15.3%

^	Future allocations are subject to change


AVERAGE ANNUAL TOTAL RETURN as of 5.31.13	6 Month	1 Year	3 Year	Since Inception* Annualized
Jefferies \| TR/J CRB Global Commodity Equity Index Fund
NAV	-1.96%	9.06%	6.42%	3.45%
Market Price**	-2.20%	8.64%	6.32%	3.13%
Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index	-1.53%	9.73%	7.13%	4.21%
S&P GSCI Commodity Index	-6.24%	3.02%	4.79%	2.32%
S&P 500^® Index	16.43%	27.28%	16.87%	14.51%

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.

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.

Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index: measures the performance of equity securities of companies en-gaged 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 5.31.13

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		Semi-Annual Report (Unaudited) \| May 31, 2013


		DISCLOSURE OF FUND EXPENSES
		For the Six Months Ended May 31, 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 May 31, 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 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 12/1/12		Ending Account Value 5/31/13		Expense Ratio^(a)			Expenses Paid During the Period 12/1/12 - 5/31/13^(b)
Jefferies TR/J CRB Global Commodity Equity Index Fund
Actual	$	1,000.00	$	980.40		0.65	%	$	3.21
Hypothetical	$	1,000.00	$	1,021.69		0.65	%	$	3.28

^(a)

The Fund’s expense ratios have 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 (182), then divided by 365.



www.alpsfunds.com		3


		SCHEDULE OF INVESTMENTS
		JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| May 31, 2013 (Unaudited)


Security Description	Shares		Value
COMMON STOCKS (99.03%)
*Australia (1.86%)*
Fortescue Metals Group, Ltd.		23,992	$	76,921
Iluka Resources, Ltd.		6,104		65,662
Incitec Pivot, Ltd.		128,418		358,874
Newcrest Mining, Ltd.		28,063		389,704
Nufarm, Ltd.		20,158		87,972
Woodside Petroleum, Ltd.		7,476		257,505

				1,236,638


*Bermuda (1.25%)*
Bunge, Ltd.		11,400		793,440
Sinofert Holdings, Ltd.		170,000		38,982

				832,422


*Brazil (1.26%)*
Companhia Siderurgica Nacional SA, ADR		23,547		74,173
Gerdau SA, ADR		18,455		112,760
Petroleo Brasileiro SA, ADR		19,252		342,108
Vale SA, ADR		21,284		306,490

				835,531


*Canada (14.34%)*
Agnico-Eagle Mines, Ltd.		6,164		200,363
Agrium, Inc.		12,489		1,154,758
Barrick Gold Corp.		36,608		769,059
Cameco Corp.		6,402		139,186
Canadian Natural Resources, Ltd.		11,855		353,335
Eldorado Gold Corp.		25,741		208,063
EnCana Corp.		8,224		156,825
First Quantum Minerals, Ltd.		13,879		248,463
Goldcorp, Inc.		29,391		872,304
IAMGOLD Corp.		13,307		69,696
Kinross Gold Corp.		40,784		267,501
New Gold, Inc.*		16,652		113,235
Osisko Mining Corp.*		15,804		67,987
Pan American Silver Corp.		5,432		66,122
Potash Corp. of Saskatchewan, Inc.		71,867		3,039,660
Silver Wheaton Corp.		12,837		304,473
Suncor Energy, Inc.		17,780		539,360
Teck Resources, Ltd., Class B		7,504		200,420
TransCanada Corp.		8,368		383,875
Turquoise Hill Resources, Ltd.*		10,596		70,725
Yamana Gold, Inc.		26,838		316,335

				9,541,745


*Cayman Islands (0.00%)^(a)*
Chaoda Modern Agriculture Holdings, Ltd.*		348,000		448


*Chile (0.70%)*
Sociedad Quimica y Minera de Chile SA, Sponsored ADR		10,001		464,346


Security Description	Shares		Value
*China (1.25%)*
China BlueChemical, Ltd., Class H		150,000	$	93,139
China Petroleum & Chemical Corp., Class H		217,029		224,226
China Shenhua Energy Co., Ltd., Class H		39,216		128,571
Jiangxi Copper Co., Ltd., Class H		19,000		36,959
PetroChina Co., Ltd., Class H		246,119		286,620
Zijin Mining Group Co., Ltd., Class H		221,000		61,495

				831,010


*France (1.79%)*
Total SA		23,711		1,189,125


*Germany (1.07%)*
K+S AG		14,037		593,131
ThyssenKrupp AG*		5,980		120,124

				713,255


*Hong Kong (0.62%)*
China Agri-Industries Holdings, Ltd.		170,000		83,657
CNOOC, Ltd.		185,987		328,723

				412,380


*India (0.51%)*
Reliance Industries, Ltd., Sponsored GDR^(b)		9,176		263,076
Sterlite Industries India, Ltd., ADR		11,737		77,699

				340,775


*Israel (0.89%)*
Israel Chemicals, Ltd.		35,793		399,906
The Israel Corp., Ltd.*		310		191,924

				591,830


*Italy (0.99%)*
Eni SpA		28,908		657,529


*Japan (0.91%)*
INPEX Corp.		22		95,705
JFE Holdings, Inc.		8,000		170,823
Nippon Steel & Sumitomo Metal Corp.		131,000		339,057

				605,585


*Jersey (1.19%)*
Glencore International Plc		113,148		555,468
Randgold Resources, Ltd.		3,006		238,872

				794,340


*Luxembourg (0.29%)*
ArcelorMittal		15,102		194,325



4		Semi-Annual Report (Unaudited) \| May 31, 2013


		SCHEDULE OF INVESTMENTS
		JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| May 31, 2013 (Unaudited)


Security Description	Shares		Value
*Malaysia (1.20%)*
Genting Plantations BHD		16,900	$	49,080
IOI Corp., BHD		207,700		341,810
Kuala Lumpur Kepong BHD		33,920		231,825
PPB Group BHD		40,700		178,613

				801,328


*Mauritius (0.37%)*
Golden Agri-Resources, Ltd.		538,000		244,749


*Mexico (0.57%)*
Grupo Mexico SAB de CV, Series B		58,684		194,262
Industrias Penoles SAB de CV		4,769		181,363

				375,625


*Netherlands (2.22%)*
CNH Global N.V.		2,519		109,199
Nutreco Holding N.V.		5,624		241,990
Schlumberger, Ltd.		15,395		1,124,297

				1,475,486


*Norway (0.99%)*
Norsk Hydro ASA		12,200		55,568
Yara International ASA		13,500		605,454

				661,022


*Peru (0.24%)*
Companhia de Minas Buenaventura SA, ADR		8,759		157,224


*Russia (3.52%)*
Gazprom OAO, ADR*		68,575		518,427
LUKOIL OAO, Sponsored ADR		6,278		371,030
Mechel Steel Group, Sponsored ADR*		6,769		20,307
MMC Norilsk Nickel JSC, ADR*		11,272		163,219
NovaTek OAO, Sponsored GDR^(c)		3,467		388,997
Phosagro OAO, GDR^(c)		2,885		37,822
Rosneft Oil Co., GDR^(c)		12,858		85,441
Severstal OAO, GDR^(c)		2,854		22,404
Uralkali, GDR^(c)		20,305		734,026

				2,341,673


*Singapore (0.99%)*
Olam International, Ltd.		122,000		168,915
Wilmar International, Ltd.		190,000		490,051

				658,966


*South Africa (1.32%)*
Anglo Platinum, Ltd.		1,308		42,768
AngloGold Ashanti, Ltd., Sponsored ADR		12,828		232,700
Gold Fields, Ltd.		24,213		147,849
Harmony Gold Mining Co., Ltd.		10,313		42,833


Security Description	Shares		Value
*South Africa (1.32%) (continued)*
Impala Platinum Holdings, Ltd.		14,916	$	157,136
Kumba Iron Ore, Ltd.		473		24,351
Sasol, Ltd.		5,166		232,558

				880,195


*South Korea (0.46%)*
POSCO		1,077		306,979


*Spain (0.38%)*
Repsol YPF SA		11,083		253,962


*Switzerland (4.85%)*
Syngenta AG		7,679		3,019,403
Transocean, Ltd.		4,145		208,203

				3,227,606


*Taiwan (0.44%)*
China Steel Corp.		173,276		147,389
Taiwan Fertilizer Co., Ltd.		56,400		147,220

				294,609


*United Kingdom (9.33%)*
Anglo American Plc*		19,525		452,859
Antofagasta Plc		5,618		80,708
BG Group Plc		37,973		699,859
BHP Billiton Plc		32,110		934,539
BP Plc		223,609		1,608,565
Kazakhmys Plc		4,064		20,223
Lonmin Plc*		18,87		684,607
Rio Tinto Plc		19,611		851,305
Royal Dutch Shell Plc, Class A		44,052		1,475,214

				6,207,879


*United States (43.23%)*
AGCO Corp.		7,540		418,244
Alcoa, Inc.		17,275		146,837
Allegheny Technologies, Inc.		1,695		46,731
Allied Nevada Gold Corp.*		2,992		23,098
American Vanguard Corp.		1,974		60,128
Anadarko Petroleum Corp.		5,922		517,997
Apache Corp.		4,559		374,431
Archer-Daniels-Midland Co.		53,512		1,724,692
Baker Hughes, Inc.		5,045		229,447
Cameron International Corp.*		2,844		173,114
CF Industries Holdings, Inc.		5,206		994,138
Chesapeake Energy Corp.		6,677		145,826
Chevron Corp.		22,647		2,779,919
Cliffs Natural Resources, Inc.		2,302		41,528
Coeur Mining, Inc.*		3,284		46,600
ConocoPhillips		14,252		874,218
Deere & Co.		32,019		2,789,175
Detour Gold Corp.*		4,227		43,544
Devon Energy Corp.		4,319		245,535
Ensco Plc, Class A		2,748		165,347



www.alpsfunds.com		5


		SCHEDULE OF INVESTMENTS
		JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \|May 31, 2013 (Unaudited)


Security Description	Shares		Value
*United States (43.23%) (continued)*
EOG Resources, Inc.		3,105	$	400,856
Exxon Mobil Corp.		52,623		4,760,803
Freeport-McMoRan Copper & Gold, Inc.		15,058		467,551
Halliburton Co.		10,147		424,652
Hecla Mining Co.		10,462		40,069
Hess Corp.		3,435		231,553
Ingredion, Inc.		6,162		419,755
Intrepid Potash, Inc.		4,711		88,473
Kinder Morgan, Inc.		7,480		284,090
Marathon Oil Corp.		8,360		287,500
Monsanto Co.		44,085		4,436,714
The Mosaic Co.		22,665		1,378,485
National Oilwell Varco, Inc.		4,915		345,525
Newmont Mining Corp.		17,607		603,568
Noble Energy, Inc.		3,994		230,254
Nucor Corp.		5,007		222,862
Occidental Petroleum Corp.		9,250		851,648
Peabody Energy Corp.		2,956		58,145
Pioneer Natural Resources Co.		1,470		203,860
Royal Gold, Inc.		2,222		121,677
Southern Copper Corp.		2,642		82,298
Southwestern Energy Co.*		4,119		155,245
Spectra Energy Corp.		7,895		241,350
United States Steel Corp.		2,319		41,023
Valero Energy Corp.		6,519		264,867
The Williams Co., Inc.		8,133		286,119

				28,769,491

TOTAL COMMON STOCKS (Cost $76,832,024)				65,898,078


7 Day Yield		Shares		Value

SHORT TERM INVESTMENTS (0.62%)
Dreyfus Treasury Prime Cash Management, Institutional Class	0.000%^(d)		414,216		414,216


TOTAL SHORT TERM INVESTMENTS (Cost $414,216)					414,216


TOTAL INVESTMENTS (99.65%) (Cost $77,246,240)					66,312,294

NET OTHER ASSETS AND LIABILITIES (0.35%)					232,713


NET ASSETS (100.00%)				$	66,545,007

* 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 $263,076, representing 0.40% 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 $1,268,690, representing 1.91% 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.

N.V. - 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 Co.

SA - Generally designated corporations in various

countries, mostly those employing the civil law.

SAB de CV - A variable capital company.

SpA - Società Per Azioni is an Italian shared company.

See Notes to Financial Statements.



6		Semi-Annual Report (Unaudited) \| May 31, 2013


		STATEMENT OF ASSETS & LIABILITIES
		JEFFERIES \| TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND \| MAY 31, 2013 (unaudited)


ASSETS:
Investments, at value	$	66,312,294
Foreign currency, at value (Cost $27,505)		27,486
Foreign tax reclaims		47,318
Interest and dividends receivable		199,866
Total Assets		66,586,964

LIABILITIES:
Payable to advisor		41,955
Payable for currency contracts sold		2
Total Liabilities		41,957
NET ASSETS	$	66,545,007


NET ASSETS CONSIST OF:
Paid-in capital	$	81,920,497
Accumulated net investment income		428,821
Accumulated net realized loss on investments and foreign currency transactions		(4,870,195	)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(10,934,116	)
NET ASSETS	$	66,545,007


INVESTMENTS, AT COST	$	77,246,240

PRICING OF SHARES
Net Assets	$	66,545,007
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		1,550,020
Net Asset Value, offering and redemption price per share	$	42.93

See Notes to Financial Statements.



www.alpsfunds.com		7


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


		For the Six Months Ended May 31, 2013 (Unaudited)
INVESTMENT INCOME:
Dividends^(a)	$	957,799
Total Investment Income		957,799

EXPENSES:
Investment advisory fee		239,155
Total Expenses		239,155
NET INVESTMENT INCOME		718,644

Net realized loss on investments		(77,802	)
Net realized loss on foreign currency transactions		(6,714	)
Net change in unrealized depreciation on investments		(1,852,686	)
Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies		(2,023	)

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS		(1,939,225	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,220,581	)

^(a)

Net of foreign tax withholdings of $75,038.

See Notes to Financial Statements.



8		Semi-Annual Report (Unaudited) \| May 31, 2013


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


		For the Six Months Ended May 31, 2013 (Unaudited)			For the Year Ended November 30, 2012
OPERATIONS:
Net investment income	$	718,644		$	1,339,773
Net realized loss on investments and foreign currency transactions		(84,516	)		(1,686,119	)
Net change in unrealized depreciation on investments and foreign currency		(1,854,709	)		(397,803	)
Net decrease in net assets resulting from operations		(1,220,581	)		(744,149	)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(540,664	)		(1,276,823	)
Total distributions		(540,664	)		(1,276,823	)

SHARE TRANSACTIONS:
Proceeds from sale of shares		–			9,514,413
Cost of shares redeemed		(8,893,088	)		(21,833,445	)
Net decrease from share transactions		(8,893,088	)		(12,319,032	)
Net decrease in net assets		(10,654,333	)		(14,340,004	)

NET ASSETS:
Beginning of period		77,199,340			91,539,344
End of period*	$	66,545,007		$	77,199,340


*Including accumulated net investment income of:	$	428,821		$	250,841

OTHER INFORMATION:
SHARE TRANSACTIONS:
Beginning shares		1,750,020			2,050,017
Shares sold		–			200,003
Shares redeemed		(200,000	)		(500,000	)
Shares outstanding, end of period		1,550,020			1,750,020

See Notes to Financial Statements.



www.alpsfunds.com		9

LOGO

FINANCIAL HIGHLIGHTS

JEFFERIES | TR/J CRB GLOBAL COMMODITY EQUITY INDEX FUND

For a Share Outstanding Throughout the Periods Presented


	For the Six Month Ended May 31, 2013 (Unaudited)				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 FROM OPERATIONS:
Net investment income			0.44	^(b)			0.71	^(b)			0.58	^(b)			0.46	^(b)			0.12
Net realized and unrealized gain/(loss) on investments			(1.29	)			(0.57	)			(4.78	)			6.54				3.08
Total from Investment Operations			(0.85	)			0.14				(4.20	)			7.00				3.20

LESS DISTRIBUTIONS:
From net investment income			(0.33	)			(0.68	)			(0.48	)			(0.49	)			(0.12	)
Total Distributions			(0.33	)			(0.68	)			(0.48	)			(0.49	)			(0.12	)
NET INCREASE/(DECREASE) IN NET ASSET VALUE			(1.18	)			(0.54	)			(4.68	)			6.51				3.08
NET ASSET VALUE, END OF PERIOD		$	42.93			$	44.11			$	44.65			$	49.33			$	42.82

TOTAL RETURN^(c)			(1.96	)%			0.35	%			(8.56	)%			16.60	%			8.06	%

RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)		$	66,545			$	77,199			$	91,539			$	111,001			$	70,658

RATIOS TO AVERAGE NET ASSETS:
Net investment income			1.95	% ^(d)			1.61	%			1.29	% ^(d)			1.09	%			1.53	% ^(d)
Operating expenses			0.65	% ^(d)			0.65	%			0.65	% ^(d)			0.65	%			0.65	% ^(d)
PORTFOLIO TURNOVER RATE^(e)			6	%			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)

Calculated using average shares outstanding.

(c)

(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.



10		Semi-Annual Report (Unaudited) \| May 31, 2013


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen 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 correspond generally to the price and yield (before the Fund’s fees and expenses) of the Thomson Reuters/Jefferies CRB In-The-Ground Global Commodity Equity Index (the “Underlying 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 Dealer Automated Quotation (“NAS-DAQ”) 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. Short-term investments that mature in less than 60 days are valued at amortized cost, which approximates market value.



www.alpsfunds.com		11


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

B. Foreign Currency Translation and Foreign Investments

The Fund invests in foreign securities which may involve a number of risk factors and special considerations not present with investments in securities of U.S. Corporations. The accounting records of the Fund are maintained in U.S. dollars. Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the advisers may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund’s return.

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

C. Securities Transactions and Investment Income

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 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. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end: accordingly, tax basis balances have not been determined as of May 31, 2013.

At November 30, 2012, the Fund had available for tax purposes unused pre-enactment capital loss carryforwards as follows:


		Expiring December 31, 2018
Jefferies \| TR/J CRB Global Commodity Equity Index Fund		$ 684,426

At November 30, 2012, 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	$	1,703,230	$	1,766,910



12		Semi-Annual Report (Unaudited) \| May 31, 2013


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

The tax character of the distributions paid was as follows:


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

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

As of May 31, 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		$	77,819,109

Gross Appreciation (excess of value over tax cost)		$	4,308,074
Gross Depreciation (excess of tax cost over value)			(15,814,889)
Net Unrealized Depreciation		$	(11,506,815)

F. Income Taxes

G. 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.


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.alpsfunds.com		13


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

The following is a summary of the inputs used to value the Funds investments at May 31, 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	$	–	$	448	$	–	$	448
Other Countries		65,897,630		–		–		65,897,630
Short Term Investments		414,216		–		–		414,216
TOTAL	$	66,311,846	$	448	$	–	$	66,312,294

*	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.

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

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

Each Trustee who is not an officer or employee of the Investment Adviser, any sub-adviser or any of their affiliates (“Independent Trustees”) is paid a quarterly retainer of $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 six months ended May 31, 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	$	4,210,239	$	4,590,847

For the six months ended May 31, 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	$	–	$	8,634,568

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



14		Semi-Annual Report (Unaudited) \| May 31, 2013


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

5. CAPITAL SHARE TRANSACTIONS

6. INDEMNIFICATIONS



www.alpsfunds.com		15


		ADDITIONAL INFORMATION
		May 31, 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.



www.alpsfunds.com		16

LOGO


		Alerian MLP ETF		Table of Contents


Performance Overview			2

Disclosure of Fund Expenses			5

Financial Statements

Schedule of Investments			6

Statement of Assets and Liabilities			8

Statement of Operations			9

Statements of Changes in Net Assets			10

Financial Highlights			12

Notes to Financial Statements			14

Additional Information			24


		1
Semi-Annual \| May 31, 2013		1


		Alerian MLP ETF		Performance Overview
				May 31, 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 Fund began trading on August 25, 2010.

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

The Alerian MLP ETF (AMLP) returned 15.8% on a total return basis from fiscal year end November 30, 2012 until May 31, 2013. Master Limited Partnerships (“MLPs”) benefitted from strong gains in early 2013 as uncertainty surrounding the fiscal cliff and tax changes during the latter part of 2012 ended. Distribution growth1 for the asset class continues to remain strong, anchored by organic growth projects and accretive acquisitions. The weighted average distribution growth2 on a year-over-year basis for the first quarter ending March 31, 2013 was 8.54%.

The International Energy Agency (IEA) notes that the global energy map is being redrawn by the resurgence in oil and gas production in the United States. According to the Energy Information Administration (EIA), domestic crude oil production has increased over 30% in the past four years and in the next decade, could overtake Saudi Arabia as the world’s largest oil producer. Nearly three-quarters of total drilling activity is being directed at oil-rich plays rather than natural gas. That said, natural gas production remains prolific. The United States has become one of the leading producers of natural gas and is expected to become a net exporter of natural gas over the next decade, a shift from a decade ago when the country expected its natural gas needs to be met via liquefied natural gas (LNG) imports. This surge in production has boosted the economy with investment capital inflows, the creation of thousands of jobs, and more importantly, the need for adequate energy infrastructure to move, store, and process such production.

To accommodate for this new energy renaissance, industry analysts note that the US could experience the biggest expansion and re-piping of energy infrastructure seen in more than 50 years. Of note, most of the large crude oil and natural gas interstate pipelines still in use today were built around World War II. Traditional midstream infrastructure MLPs are well positioned to take advantage of this expansion. In 2013 alone, industry analysts expect MLPs will invest $30 billion in infrastructure growth projects to address takeaway constraints. Such projects include converting existing natural gas pipelines to transport crude oil from Canada or the Bakken Shale in North Dakota as well as building ethane or natural gas liquid (NGL) pipelines from the Marcellus Shale in the Northeast to major NGL hubs such as Mont Belvieu, Texas. They also include investments in response to new energy trends, such as expanding rail terminal facilities because more crude oil is being transporting by railroad or building out


2
2		www.alpsfunds.com \| 866.513.5856


		Alerian MLP ETF		Performance Overview
				May 31, 2013 (Unaudited)

liquefied petroleum gas (LPG) export facilities because there is increased demand to ship cost-advantaged feedstock such as propane, butane, and isobutene to overseas customers. In addition, smaller organic projects include constructing pipeline interconnects, adding compression, or installing additional looping to improve connectivity.

Mergers and acquisitions (M&A) and initial public offering (IPO) activity has thrived over the past six months as the MLP structure has historically been an optimal way for corporations and private firms to monetize assets while simultaneously providing investors access to stable cash flow and distributions, in our view. During 2013, several companies with major infrastructure assets have announced intentions to form MLPs, many of which may come to market late 2013 or early 2014.

Significant changes in the North American production profile have created vast opportunities for MLPs to participate in the energy infrastructure build-out of North America. These opportunities, along with cash flow underpinned with toll-road business models and long-term contracts have made MLPs a compelling opportunity for investors seeking after-tax yield.

¹	Distribution Growth: The increase in a partnership’s quarterly or annual distribution. The MLP terminology for distributions is similar to the C corporation terminology for dividends.

²	Weighted average distribution growth: Calculated by multiplying the weight of each constituent in the AMZI at March 31, 2013 by the constituent’s year-over-year distribution growth percentage.

Alerian MLP ETF Performance as of May 31, 2013


	6 Month			YTD			1 Year			Since Inception Annualized*
NAV		9.84	%		12.25	%		17.61	%		12.15	%
Market Price**		9.77	%		12.32	%		17.53	%		12.15	%
Alerian MLP Infrastructure Index		15.79	%		19.66	%		29.23	%		19.99	%

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

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

*	The Fund commenced Investment Operations on August 24, 2010 with an Inception Date, the first day of trading on the 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
Semi-Annual \| May 31, 2013		3


		Alerian MLP ETF		Performance Overview
				May 31, 2013 (Unaudited)


Top 10 Holdings* as of May 31, 2013


Enterprise Products Partners LP			9.5%
Kinder Morgan Energy Partners LP			9.0%
Magellan Midstream Partners LP			7.1%
Plains All American Pipeline LP			7.0%
Energy Transfer Partners LP			7.0%
MarkWest Energy Partners LP			6.5%


Buckeye Partners LP			5.0%
Enbridge Energy Partners LP			4.7%
ONEOK Partners LP			4.4%
Williams Partners LP			4.3%
Percent of Total Investments in Top Ten Holdings			64.5%
*% of Total Investments.
Holdings are subject to change.

Growth of $10k as of May 31, 2013

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

LOGO


4
4		www.alpsfunds.com \| 866.513.5856


		Alerian MLP ETF		Disclosure of Fund Expenses
				May 31, 2013 (Unaudited)


	Beginning Account Value 12/01/12			Ending Account Value 5/31/13			Expense Ratio^(a)			Expenses Paid During the Period 12/1/12 - 5/31/13^(b)
Actual		$	1,000.00		$	1,098.40		0.85	%		$	4.45
Hypothetical (5% return before expenses)		$	1,000.00		$	1,020.69		0.85	%		$	4.28

^(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)


		5
Semi-Annual \| May 31, 2013		5


		Alerian MLP ETF		Schedule of Investments
				May 31, 2013 (Unaudited)


Security Description	Shares		Value

Master Limited Partnerships Shares (107.47%)
*Gathering & Processing (21.92%)*
DCP Midstream Partners LP		2,877,803	$	137,558,983
MarkWest Energy Partners LP		6,602,267		434,693,259
PVR Partners LP		4,959,710		127,762,130
Targa Resources Partners LP		4,535,744		210,957,453
Western Gas Partners LP		2,794,926		164,425,497
Williams Partners LP		5,798,736		289,298,939
				1,364,696,261
*Natural Gas Pipelines (36.68%)*
Atlas Pipeline Partners LP		3,022,938		112,483,523
Boardwalk Pipeline Partners LP		5,375,585		159,117,316
El Paso Pipeline Partners LP		6,422,388		263,895,923
Energy Transfer Partners LP		9,665,124		469,821,678
Enterprise Products Partners LP		10,702,001		635,591,839
ONEOK Partners LP		5,720,775		296,107,314
Regency Energy Partners LP		7,444,806		190,884,826
Spectra Energy Partners LP		2,091,062		74,462,718
TC Pipelines LP		1,864,651		81,242,844
				2,283,607,981
*Petroleum Transportation (48.87%)*
Access Midstream Partners LP		3,259,940		140,242,619
Buckeye Partners LP		5,063,731		334,915,168
Enbridge Energy Partners LP		10,646,890		314,189,724
Genesis Energy LP		3,455,895		173,313,134
Kinder Morgan Energy Partners LP		7,236,146		603,494,613
Magellan Midstream Partners LP		9,082,771		472,213,264
NuStar Energy LP		3,340,623		155,639,626
Plains All American Pipeline LP		8,377,435		470,644,298
Sunoco Logistics Partners LP		3,596,936		217,758,506
Tesoro Logistics LP		2,577,819		159,927,891
				3,042,338,843
Total Master Limited Partnerships Shares (Cost $5,412,318,250)				6,690,643,085


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		Alerian MLP ETF		Schedule of Investments
				May 31, 2013 (Unaudited)


Security Description	7 Day Yield	Shares		Value

Short Term Investments (0.09%)
Dreyfus Treasury Prime Cash Management, Institutional Class	0.000%^(a)		5,465,592	$	5,465,592

Total Short Term Investments (Cost $5,465,592)			5,465,592

Total Investments (107.56%) (Cost $5,417,783,842)					6,696,108,677
Net Liabilities Less Other Assets (-7.56%)					(470,338,677)
Net Assets (100.00%)				$	6,225,770,000

^(a)

Less than 0.00005%.

Common Abbreviations:

LP - Limited Partnerships.

See Notes to Financial Statements.


		7
Semi-Annual \| May 31, 2013		7


		Alerian MLP ETF		Statement of Assets & Liabilities
				May 31, 2013 (Unaudited)


Assets:
Investments, at value	$	6,696,108,677
Cash		127,765
Receivable for securities sold		35,035,397
Receivable for shares sold		55,512
Income tax receivable		5,983,791
Total Assets		6,737,311,142

Liabilities:
Payable for investments purchased		35,239,174
Franchise tax payable		668,106
Deferred tax liability		471,158,916
Payable to advisor		4,474,946
Total Liabilities		511,541,142
Net Assets	$	6,225,770,000


Net Assets Consist Of:
Paid-in capital	$	5,448,576,726
Distributions in excess of net investment loss, net of income taxes		(38,218,989	)
Accumulated net realized gain on investments, net of income taxes		15,563,149
Net unrealized appreciation on investments, net of income taxes		799,849,114
Net Assets	$	6,225,770,000


Investments, At Cost	$	5,417,783,842

Pricing Of Shares
Net Assets	$	6,225,770,000
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		357,728,958
Net Asset Value, offering and redemption price per share	$	17.40

See Notes to Financial Statements.


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8		www.alpsfunds.com \| 866.513.5856


		Alerian MLP ETF		Statement of Operations
				For the Six Months Ended May 31, 2013 (Unaudited)


Investment Income:
Distributions from master limited partnerships	$	171,482,671
Less return of capital distributions		(171,482,671	)
Total Investment Income		–

Expenses:
Franchise tax expense		734,808
Investment advisory fee		22,577,176
Total Expenses		23,311,984
Net Investment Loss, before Income Taxes		(23,311,984	)
Deferred income tax benefit		8,728,092
Net Investment Loss		(14,583,892	)

Realized and Unrealized Gain/(Loss):
Net realized loss on investments, before income taxes		(8,810,066	)
Deferred income tax benefit		3,298,521
Net realized loss on investments		(5,511,545	)

Net change in unrealized appreciation on investments, before income taxes		802,242,283
Deferred income tax expense		(300,362,444	)
Net change in unrealized appreciation on investments		501,879,839
Net Realized and Unrealized Gain		496,368,294
Net Increase in Net Assets from Operations	$	481,784,402

See Notes to Financial Statements.


		9
Semi-Annual \| May 31, 2013		9


		Alerian MLP ETF		Statements of Changes in Net Assets


	For the Six Months Ended May 31, 2013 (Unaudited)			For the Year Ended November 30, 2012
Operations:
Net investment loss	$	(14,583,892	)	$	(17,666,906	)
Net realized gain/(loss) on investments		(5,511,545	)		17,955,611
Net change in unrealized appreciation on investments		501,879,839			216,274,212
Net increase in net assets resulting from operations		481,784,402			216,562,917

Distributions To Shareholders:
From net realized gains		–			(660,911	)
Tax return of capital		(169,613,586	)		(209,317,584	)
Total distributions		(169,613,586	)		(209,978,495	)

Share Transactions:
Proceeds from sale of shares		1,537,138,103			2,788,664,270
Issued to shareholders in reinvestment distributions		277,565			–
Cost of shares redeemed		(90,631,874	)		(41,820,413	)
Net increase from share transactions		1,446,783,794			2,746,843,857
Net increase in net assets		1,758,954,610			2,753,428,279

Net Assets:
Beginning of period		4,466,815,390			1,713,387,111
End of period*	$	6,225,770,000		$	4,466,815,390


*Including distributions in excess of net investment loss, net of income taxes of:	$	(38,218,989	)	$	(23,635,097	)

Other Information:
Share Transactions:
Beginning shares		273,740,266			107,276,019
Shares sold		89,122,607			169,164,247
Distributions reinvested		16,085			–
Shares redeemed		(5,150,000	)		(2,700,000	)
Shares outstanding, end of period		357,728,958			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 From Operations:

Net investment loss^(b)

Net realized and unrealized gain on investments

Total from Investment Operations

Less Distributions:

From net realized gains

From tax return of capital

Total Distributions

Net Increase/(Decrease) In Net Asset Value

Net Asset Value, End Of Period

Total Return^(c)

Ratios/Supplemental Data:

Net assets, end of period (in 000s)

Ratios To Average Net Assets:

Ratio of expenses (including net current and deferred tax expenses/benefits) to average net assets^(e)

Ratio of expenses (including current and deferred tax expenses/benefits) to average net assets^(f)

Ratio of expenses (excluding net current and deferred tax expenses/benefits and franchise tax expense) to average net assets

Ratio of net investment loss (including deferred tax expenses/benefits) to average net assets

Ratio of net investment loss (excluding deferred tax expenses/benefits and franchise tax expense) to average net assets

Portfolio Turnover Rate^(g)

^(a)

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

^(b)

Calculated using average shares outstanding.

^(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)

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

^(f)

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

^(g)

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

^(h)

Less than (0.005) per share.

See Notes to Financial Statements.


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				Financial Highlights
				For a Share Outstanding Throughout the Periods Presented


For the Six Months Ended May 31, 2013 (Unaudited)		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


	(0.05)			(0.09	)			(0.08	)			(0.03	)
	1.66			1.44				1.00				1.33
	1.61			1.35				0.92				1.30


	–			(0.00	)^(b)(h)			(0.14	)^(b)			–
	(0.53)			(1.00	)			(0.86	)			(0.25	)
	(0.53)			(1.00	)			(1.00	)			(0.25	)
	1.08			0.35				(0.08	)			1.05
	$17.40		$	16.32			$	15.97			$	16.05

	9.84%			8.62	%			5.93	%			8.66	%


	$6,225,770		$	4,466,815			$	1,713,387			$	611,467


	11.73%			4.85	%			4.86	%^(d)			13.56	%^(d)
	0.55%			0.54	%			0.53	%^(d)			0.52	%^(d)
	0.85%			0.85	%			0.85	%^(d)			0.85	%^(d)
	(0.55%)			(0.54	%)			(0.53	%)^(d)			(0.52	%)^(d)
	(0.85%)			(0.85	%)			(0.85	%)^(d)			(0.85	%)^(d)
	9%			12	%			10	%			12	%


		13
Semi-Annual \| May 31, 2013		13


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the Alerian MLP ETF (the “Fund”), which commenced investment operations on August 24, 2010 and began trading on the exchange on August 25, 2010. The investment objective of the Fund is to seek investment results that correspond generally to the price and yield performance (before the Fund’s fees and expenses) of its underlying index, the Alerian MLP Infrastructure Index (the “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. Use of Estimates

B. Portfolio Valuation


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		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

C. Securities Transactions and Investment Income

D. Dividends and Distributions to Shareholders

The Fund intends to declare and make quarterly distributions, or as the Board may determine from time to time. Distributions of net realized capital gains earned by the 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 Fund, timing differences and differing characterization of distributions made by the Fund.

Distributions received from the Fund’s investments in Master Limited Partnerships (“MLPs”) generally are comprised of income and return of capital. The 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 six months ended May 31, 2013, the Fund distributed $169,613,586, of which 100% is anticipated to be characterized as return of capital from MLP distributions received.


		15
Semi-Annual \| May 31, 2013		15


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

The Fund also 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. 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 Fund when, in fact, they are not. Shareholders should not assume that the source of the distributions is from the net profits of the Fund.

E. Federal Income Taxation and Tax Basis Information

The Fund 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 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.


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16		www.alpsfunds.com \| 866.513.5856


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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:


				May 31, 2013
	Current			Deferred		Total
Federal	$	–		$	268,860,272	$	268,860,272
State		–			19,475,559		19,475,559
Net tax expense (benefit)	$	–		$	288,335,831	$	288,335,831


	November 30, 2012
	Current			Deferred		Total
Federal	$	(5,267,314	)	$	126,124,904	$	120,857,590
State		(99,221	)		8,508,506		8,409,285
Net tax expense (benefit)	$	(5,366,535	)	$	134,633,410	$	129,266,875

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:


	As of May 31, 2013			As of November 30, 2012
Deferred tax assets:
Accrued Franchise Taxes	$	230,678		$	161,051
Federal capital loss carryforward		2,384,251			28,590,449
Federal net operating loss carry forward		150,447,782
Income recognized from MLP investments		12,841,459			12,519,780
Less Deferred tax liabilities:
Net unrealized gain on investment securities		(599,056,398	)		(205,563,236	)
State taxes, net of federal benefit		(38,006,688	)		(18,531,129	)
Total Net Deferred tax assets/(liabilities)	$	(471,158,916	)	$	(182,823,085	)


		17
Semi-Annual \| May 31, 2013		17


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

As of May 31, 2013, the Fund had net operating loss carryforwards for federal income tax purposes, which may be carried forward for 20 years as follows:


	Year-Ended	Amount		Expiration
Federal	11/30/2012	$	81,686,998	11/30/2032
	11/30/2013	$	341,767,120	11/30/2033
Total		$	423,454,118

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.

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:


	Six Months Ended May 31, 2013		Year Ended November 30, 2012
Income tax expense at statutory rate	$	268,860,272	$	121,040,427
State income taxes (net of federal benefit)		19,475,559		8,126,136
Change in estimated state deferred rate		–		(100,501	)
Other		–		200,813
Net income tax expense/(benefit)	$	288,335,831	$	129,266,875


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18		www.alpsfunds.com \| 866.513.5856


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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


	December 1, 2012 to May 31, 2013		December 1, 2011 to November 30, 2012
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 accured related to unrecognized tax benefits and penalties as income tax expense.

For the period from inception to May 31, 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, 2012 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.

The adjusted cost basis of investment and gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:


	As of May 31, 2013
Cost basis of investments	$	4,993,710,218

Gross unrealized appreciation – investment securities	$	1,744,256,824
Gross unrealized depreciation – investment securities		(41,858,365	)
Net unrealized appreciation – investment securities	$	1,702,398,459


		19
Semi-Annual \| May 31, 2013		19


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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

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.


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.


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	$	6,690,643,085	$	–	$	–	$	6,690,643,085
Short Term Investments		5,465,592		–		–		5,465,592
TOTAL	$	6,696,108,677	$	–	$	–	$	6,696,108,677

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


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20		www.alpsfunds.com \| 866.513.5856


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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 0.85% 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 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 Fund’s business.

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

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

4. Purchases and Sales of Securities

For the six months ended May 31, 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
$ 510,589,281		$ 620,123,091


		21
Semi-Annual \| May 31, 2013		21


		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

For the six months ended May 31, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


Purchases		Sales
$ 1,538,461,369		$ –

5. Capital Share Transactions

6. 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 seventy MLPs 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 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


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		Alerian MLP ETF		Notes to Financial Statements
				May 31, 2013 (Unaudited)

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.

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.


		23
Semi-Annual \| May 31, 2013		23


		Alerian MLP ETF		Additional Information
				May 31, 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


		Table of Contents



Performance Overview			1

Disclosure of Fund Expenses			4

Financial Statements

Schedule of Investments			5

Statement of Assets and Liabilities			8

Statement of Operations			9

Statements of Changes in Net Assets			10

Financial Highlights			11

Notes to Financial Statements			12

Additional Information			17


ALPS SECTOR DIVIDEND DOGS ETF		Performance Overview
		May 31, 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” refers to the five stocks in each of the ten Global Industry Classification Standard (“GICS”) sectors that make up the S&P 500^® which offer the highest dividend yields.

Performance Overview

For the 6 month period ended May 31, 2013 ALPS Sector Dividend Dogs ETF (NYSE: SDOG) generated a total return of 18.53% in-line with the Fund’s Index, net of fees, which returned 18.86% and outperforming the S&P 500 which returned 16.43% for the same period.

The trailing twelve month yield for the Fund’s constituents as of 05/31/2013 was 4.33% vs. 2.03% on the S&P 500.

Compared to the S&P 500 the Fund had a negative impact from sector allocation of 1.40% which was largely driven by the relative overweight in defensive sectors of Utilities and Telecommunication Services. However, the Fund’s security selection and interaction using the Sector Dividend Dogs approach had a very positive impact of 3.50% more than off-setting the negative impact from sector allocation.

The best performing stocks for the period were Best Buy Co., Inc. (Ticker: BBY), which increased 139.94%; Avon Products, Inc. (Ticker: AVP), which increased 69.90%; and H&R Block, Inc. (Ticker: HRB), which increased 65.29%. The worst performing stocks were Cliffs Natural Resources, Inc. (Ticker: CLF), which decreased 48.34%; Frontier Communications Corp. (Ticker: FTR), which decreased 9.83%; and Century Link, Inc. (Ticker: CTL), which decreased 7.60%.

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
Semi-Annual \| May 31, 2013		1


ALPS SECTOR DIVIDEND DOGS ETF		Performance Overview
		May 31, 2013 (Unaudited)

Average Annual Total Returns as of May 31, 2013


	6 Months	Year-to-Date	Since Inception*

NAV	18.53%	18.12%	28.00%
Market Price**	18.59%	18.18%	28.20%

S-Network Sector Dividend Dogs Index***	18.86%	18.38%	28.55%

S&P 500^® Index****	16.43%	15.37%	25.29%

Total Expense Ratio (per the current prospectus) 0.40%.

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.

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 Inception 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 an index of 500 stocks chosen for market size, liquidity and industry grouping among other factors.

An investor cannot invest directly in an index.


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ALPS SECTOR DIVIDEND DOGS ETF		Performance Overview
		May 31, 2013 (Unaudited)

Top 10 Holdings^*as of May 31, 2013


Best Buy Co., Inc.			2.6%

Seagate Technology Plc			2.5%

Northrop Grumman Corp.			2.3%

Bristol-Myers Squibb Co.			2.3%

Avon Products, Inc.			2.2%

Raytheon Co.			2.2%

Lockheed Martin Corp.			2.2%

El du Pont de Nemours & Co.			2.2%


Waste Management, Inc.			2.1%

Intel Corp.			2.1%

Percent of Total Investments in Top Ten Holdings:			22.7%

*	% of Total Investments.

Holdings are subject to change.

Growth of $10,000 as of May 31, 2013

Comparison of Change in Value of $10,000 Investment in ALPS Sector Dividend Dogs ETF and S-Net Sector Dividend Dogs TR Index.

LOGO


		3
Semi-Annual \| May 31, 2013		3


ALPS SECTOR DIVIDEND DOGS ETF		Disclosure of Fund Expenses
		May 31, 2013 (Unaudited)


	Beginning Account Value 12/1/12		Ending Account Value 5/31/13		Expense Ratio^(a)			Expenses Paid During the Period 12/1/12 - 5/31/13^(b)

Actual	$	1,000.00	$	1,185.30		0.40	%	$	2.18

Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.94		0.40	%	$	2.02

^(a)

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

^(b)


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ALPS SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		May 31, 2013 (Unaudited)


Security Description	Shares		Value

COMMON STOCK (99.20%)
*Consumer Discretionary (10.36%)*
Best Buy Co., Inc.		227,614	$	6,270,766
Cablevision Systems Corp., Class A		328,809		4,971,592
Gannett Co., Inc.		212,658		4,572,147
H&R Block, Inc.		168,310		4,926,434
Leggett & Platt, Inc.		143,974		4,607,168

*Total Consumer Discretionary*				25,348,107


*Consumer Staples (10.22%)*
Altria Group, Inc.		134,971		4,872,453
Avon Products, Inc.		232,333		5,476,089
Lorillard, Inc.		118,855		5,044,206
Reynolds American, Inc.		106,463		5,121,935
Safeway, Inc.		194,503		4,475,514

*Total Consumer Staples*				24,990,197


*Energy (9.69%)*
Chevron Corp.		38,767		4,758,649
ConocoPhillips		78,628		4,823,041
Diamond Offshore Drilling, Inc.		67,659		4,655,616
Kinder Morgan, Inc.		122,800		4,663,944
Spectra Energy Corp.		157,070		4,801,630

*Total Energy*				23,702,880


*Financials (9.68%)*
Cincinnati Financial Corp.		99,094		4,691,110
CME Group, Inc.		73,671		5,004,471
HCP, Inc., REIT		93,874		4,447,750
Health Care REIT, Inc.		70,231		4,777,815
People’s United Financial, Inc.		345,417		4,752,938

*Total Financials*				23,674,084


*Health Care (9.99%)*
Bristol-Myers Squibb Co.		122,700		5,645,427
Eli Lilly & Co.		83,270		4,426,633
Johnson & Johnson		58,726		4,943,555
Merck & Co., Inc.		106,772		4,986,252
Pfizer, Inc.		162,859		4,434,651

*Total Health Care*				24,436,518


		5
Semi-Annual \| May 31, 2013		5


ALPS SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		May 31, 2013 (Unaudited)


Security Description	Shares		Value

*Industrials (10.89%)*
Lockheed Martin Corp.		50,941	$	5,391,086
Northrop Grumman Corp.		69,577		5,732,449
Pitney Bowes, Inc.		328,811		4,826,946
Raytheon Co.		81,910		5,458,482
Waste Management, Inc.		124,322		5,212,821

*Total Industrials*				26,621,784


*Information Technology (10.55%)*
CA, Inc.		183,018		4,998,221
Intel Corp.		212,399		5,157,048
Microchip Technology, Inc.		124,608		4,545,700
Paychex, Inc.		135,015		5,026,608
Seagate Technology Plc		141,259		6,085,438

*Total Information Technology*				25,813,015


*Materials (9.03%)*
Cliffs Natural Resources, Inc.		185,658		3,349,270
EI du Pont de Nemours & Co.		93,365		5,208,834
MeadWestvaco Corp.		125,985		4,409,475
Nucor Corp.		96,368		4,289,340
The Dow Chemical Co.		140,046		4,825,985

*Total Materials*				22,082,904


*Telecommunication Services (9.22%)*
AT&T, Inc.		125,160		4,379,349
CenturyLink, Inc.		133,453		4,557,420
Frontier Communications Corp.		1,127,893		4,669,477
Verizon Communications, Inc.		95,681		4,638,615
Windstream Corp.		536,310		4,306,569

*Total Telecommunication Services*				22,551,430


*Utilities (9.57%)*
Ameren Corp.		135,440		4,610,378
Entergy Corp.		72,414		4,987,876
Exelon Corp.		142,871		4,477,577
Pepco Holdings, Inc.		224,498		4,662,823
TECO Energy, Inc.		264,995		4,666,562

*Total Utilities*				23,405,216

TOTAL COMMON STOCK (Cost $227,981,585)				242,626,135


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ALPS SECTOR DIVIDEND DOGS ETF		Schedule of Investments
		May 31, 2013 (Unaudited)


	7 Day Yield			Shares		Value

SHORT TERM INVESTMENTS (0.44%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000	%^(a)		1,075,316	$	1,075,316

TOTAL SHORT TERM INVESTMENTS (Cost $1,075,316)							1,075,316


TOTAL INVESTMENTS (99.64%) (Cost $229,056,901)						$	243,701,451

NET OTHER ASSETS AND LIABILITIES (0.36%)							893,057


NET ASSETS (100.00%)						$	244,594,508

^(a)

Less than 0.0005%.

Common Abbreviations:

Plc - Public Limited Company.

REIT - Real Estate Investment Trust.

See Notes to Financial Statements.


		7
Semi-Annual \| May 31, 2013		7


ALPS SECTOR DIVIDEND DOGS ETF		Statement of Assets & Liabilities
		May 31, 2013 (Unaudited)


Assets:
Investments, at value	$	243,701,451
Cash		649
Capital shares receivable		16,410
Dividends receivable		953,687
Total Assets		244,672,197

Liabilities:
Payable to advisor		77,689
Total Liabilities		77,689
Net Assets	$	244,594,508


Net Assets Consist Of:
Paid-in capital	$	224,548,756
Accumulated net investment income		1,216,182
Accumulated net realized gain on investments		4,185,020
Net unrealized appreciation on investments		14,644,550
Net Assets	$	244,594,508


Investments, At Cost	$	229,056,901

Pricing Of Shares
Net Assets	$	244,594,508
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		7,900,002
Net Asset Value, offering and redemption price per share	$	30.96

See Notes to Financial Statements.

www.alpsfunds.com | 866.675.2639


ALPS SECTOR DIVIDEND DOGS ETF		Statement of Operations


	For the Six Months Ended May 31, 2013 (Unaudited)
Investment Income:
Dividends	$	3,097,383
Total Investment Income		3,097,383

Expenses:
Investment advisory fee		282,574
Total Expenses		282,574
Net Investment Income		2,814,809

Realized and Unrealized Gain:
Net realized gain on investments		4,185,020
Net change in unrealized appreciation on investments		14,676,486
Net Realized and Unrealized Gain on Investments		18,861,506
Net Increase in Net Assets Resulting from Operations	$	21,676,315

See Notes to Financial Statements.

Semi-Annual | May 31, 2013


ALPS SECTOR DIVIDEND DOGS ETF		Statements of Changes in Net Assets


	For the Six Months Ended May 31, 2013 (Unaudited)				For the Period June 29, 2012 (Inception) to November 30, 2012
Operations:
Net investment income		$	2,814,809			$	733,532
Net realized gain on investments			4,185,020				319,121
Net change in unrealized appreciation/ (depreciation) on investments			14,676,486				(31,936	)
Net increase in net assets resulting from operations			21,676,315				1,020,717

Net equalization credits			450,980				238,003

Distributions to Shareholders:
From net investment income			(1,916,288	)			(415,871	)
Total distributions			(1,916,288	)			(415,871	)

Share Transactions:
Proceeds from sale of shares			192,698,941				63,519,127
Cost of shares redeemed			(30,632,645	)			(1,355,788	)
Net income equalization (Note 2)			(450,980	)			(238,003	)
Net increase from share transactions			161,615,316				61,925,336
Net increase in net assets			181,826,323				62,768,185

Net Assets:
Beginning of period			62,768,185				–
End of period*		$	244,594,508			$	62,768,185


*Including accumulated net investment income of:		$	1,216,182			$	317,661

Other Information:
Share Transactions:
Beginning shares			2,350,002				–
Shares sold			6,650,000				2,400,002
Shares redeemed			(1,100,000	)			(50,000	)
Shares outstanding, end of period			7,900,002				2,350,002

See Notes to Financial Statements.

www.alpsfunds.com | 866.675.2639


ALPS SECTOR DIVIDEND DOGS ETF		Financial Highlights
		For a Share Outstanding Throughout the Periods Presented


	For the Six Months Ended May 31, 2013 (Unaudited)				For the Period June 29, 2012 (Inception) to November 30, 2012
NET ASSET VALUE, BEGINNING OF PERIOD		$	26.71			$	25.00

INCOME FROM OPERATIONS:
Net investment income^(a)			0.67				0.59
Net realized and unrealized gain on investments			4.21				1.41
Total from Investment Operations			4.88				2.00

LESS DISTRIBUTIONS:
From net investment income			(0.63	)			(0.29	)
Total Distributions			(0.63	)			(0.29	)
NET INCREASE IN NET ASSET VALUE			4.25				1.71
NET ASSET VALUE, END OF PERIOD		$	30.96			$	26.71

TOTAL RETURN^(b)			18.53	%			7.99	%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)		$	244,595			$	62,768

RATIOS TO AVERAGE NET ASSETS:
Net investment income			3.98	%^(c)			5.31	%^(c)
Operating expenses			0.40	%^(c)			0.40	%^(c)
PORTFOLIO TURNOVER RATE^(d)			5	%			0	%
Undistributed net investment income included in price of units issued and redeemed^(a)(e)		$	0.09			$	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.

Semi-Annual | May 31, 2013


ALPS SECTOR DIVIDEND DOGS ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen separate portfolios. Each portfolio represents a separate series of the Trust. This report pertains to the ALPS Sector Dividend Dogs ETF (the “Fund”), which commenced operations on June 29, 2012. 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 S-Network Sector Dividend Dogs Index (the “Underlying Index”).

2. Significant Accounting Policies

A. Portfolio Valuation

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. Short-term investments that mature in less than 60 days are valued at amortized cost, which approximates market value.


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ALPS SECTOR DIVIDEND DOGS ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

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. Securities Transactions and Investment Income

C. Dividends and Distributions to Shareholders

D. Equalization

The Fund follows the accounting practice known as “Equalization” by which a portion of the proceeds from sales and costs of reacquiring Sector Dividend Dogs 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 Sector Dividend Dogs shares. Amounts related to Equalization can be found on the Statement of Changes in Net Assets.

E. Federal Tax and Tax Basis Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end: accordingly, tax basis balances have not been determined as of May 31, 2013.

Semi-Annual | May 31, 2013


ALPS SECTOR DIVIDEND DOGS ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

The tax character of the distributions paid was as follows:

Period Ended November 30, 2012
Distributions paid from:

Ordinary Income

ALPS Sector Dividend Dogs ETF

415,871

As of May 31, 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
Cost of investments for income tax purposes		$	229,202,104
Gross Appreciation (excess of value over tax cost)		$	17,947,940
Gross Depreciation (excess of tax cost over value)			(3,448,593	)
Net Unrealized Appreciation		$	14,499,347

F. Income Taxes

G. Fair Value Measurements


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ALPS SECTOR DIVIDEND DOGS ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)


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 May 31, 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*		$	242,626,135		$	–		$	–		$	242,626,135
Short Term Investments			1,075,316			–			–			1,075,316
TOTAL		$	243,701,451		$	–		$	–		$	243,701,451

*	For detailed sector 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 0.40% 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

Semi-Annual | May 31, 2013


ALPS SECTOR DIVIDEND DOGS ETF		Notes to Financial Statements
		May 31, 2013 (Unaudited)

Investment Adviser’s unitary management fee is designed to compensate the Investment Adviser for providing services for the Fund.

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

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

4. Purchases and Sales of Securities

For the six months ended May 31, 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	$ 33,218,159	$ 7,459,121

For the six months ended May 31, 2013, the cost of in-kind purchases and proceeds from in-kind sales were as follows:


	Purchases	Sales
ALPS Sector Dividend Dogs ETF	$ 166,386,488	$ 30,544,564

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

5. Capital Share Transactions

6. Indemnifications


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ALPS SECTOR DIVIDEND DOGS ETF		Additional Information
		May 31, 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.

Semi-Annual | May 31, 2013

LOGO

This report has been prepared for the ALPS Sector Dividend Dogs ETF shareholders and may be distributed to others only if preceded or accompanied by a prospectus.

ALPS Portfolio Solutions Distributor, Inc., distributor for the ALPS Sector Dividend Dogs ETF.


		DOG000171

LOGO

TABLE OF CONTENTS


	Page

PERFORMANCE OVERVIEW		2

DISCLOSURE OF FUND EXPENSES		3

SCHEDULE OF INVESTMENTS		4

STATEMENT OF ASSETS & LIABILITIES		5

STATEMENT OF OPERATIONS		6

STATEMENTS OF CHANGES IN NET ASSETS		7

FINANCIAL HIGHLIGHTS		8

NOTES TO FINANCIAL STATEMENTS		9

ADDITIONAL INFORMATION		15

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT		16



www.alpsfunds.com		1


		PERFORMANCE OVERVIEW
		May 31, 2013 (Unaudited)

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 5.31.13

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 5.31.13
	3 Months	YTD	Since Inception*
US Equity High Volatility Put Write Index Fund - NAV	3.67%	3.54%	3.54%
US Equity High Volatility Put Write Index Fund - Market**	3.46%	3.63%	3.63%
US Equity High Volatility Put Write Index TR	4.09%	4.14%	4.14%

Total Expense Ratio (per the current prospectus) 0.95%

*	The Fund commenced Investment Operations on February 27, 2013 and began trading on the exchange 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.



2	Semi-Annual Report	May 31, 2013

DISCLOSURE OF FUND EXPENSES

May 31, 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 May 31, 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 12/1/12	Ending Account Value 5/31/13	Expense Ratio^(a)	Expenses Paid During the Period 12/1/12 - 5/31/13
U.S. High Volatility Put Write Index Fund
Actual^(c)	$ 1,000.00	$ 1,035.40	0.95%	$ 2.46
Hypothetical (5% return before expenses)	$ 1,000.00	$ 1,020.19	0.95%	$ 4.78^(b)

^(a)

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

^(b ⁾

^(c)

The Fund commenced operations on February 27, 2013, and as such the actual expenses paid during the period were based on 93 days.



www.alpsfunds.com		3


		SCHEDULE OF INVESTMENTS
		May 31, 2013 (Unaudited)


Security Description	Principal Amount		Value
SHORT TERM INVESTMENTS (94.12%)
U.S. Treasury Bills Discount Notes, 08/22/13, 0.020%^(a)(b)	$	2,400,000	$	2,399,854

TOTAL SHORT TERM INVESTMENTS (Cost $2,399,891)				2,399,854

TOTAL INVESTMENTS (94.12%) (Cost $2,399,891)			$	2,399,854

NET OTHER ASSETS AND LIABILITIES (5.88%)				149,828

NET ASSETS (100.00%)			$	2,549,682

^(a)

Rate shown represents the bond equivalent yield to maturity at date of purchase.

^(b)

This security is being held as collateral for written options.

SCHEDULE OF WRITTEN OPTIONS


	Expiration Date	Exercise Price		Contracts	Value
*WRITTEN PUT OPTIONS*
Akamai Technologies	06/22/13	$	29.00	(43)	$	(43	)
Cheniere Energy, Inc.	06/22/13		23.00	(54)		(81	)
Chesapeake Energy Co.	06/22/13		16.00	(78)		(117	)
Cree, Inc.	06/22/13		47.00	(26)		(91	)
Expedia, Inc.	06/22/13		55.00	(22)		(1,815	)
Facebook, Inc.	06/22/13		22.00	(56)		(840	)
Green Mountain Coffee	06/22/13		47.00	(26)		(26	)
Juniper Networks, Inc.	06/22/13		15.00	(83)		(83	)
LinkedIn Corp.	06/22/13		150.00	(8)		(768	)
NetFlix, Inc.	06/22/13		150.00	(8)		(96	)
Nuance Communication	06/22/13		18.00	(69)		(1,552	)
Peabody Energy Corp.	06/22/13		16.00	(78)		(351	)
Pulte Group, Inc.	06/22/13		15.00	(83)		(83	)
Rackspace Hosting	06/22/13		37.50	(33)		(5,280	)
Tesla Motors, Inc.	06/22/13		42.00	(29)		(73	)
Tesoro Corp.	06/22/13		44.00	(28)		(28	)
TripAdvisor, Inc.	06/22/13		44.00	(28)		(70	)
Vertex Pharma.	06/22/13		70.00	(17)		(723	)
VMware, Inc.	06/22/13		65.00	(19)		(1,045	)
Western Digital	06/22/13		43.00	(29)		(29	)

TOTAL WRITTEN PUT OPTIONS
(Premiums received $62,193)					$	(13,194	)

See Notes to Financial Statements.



4	Semi-Annual Report	May 31, 2013

STATEMENT OF ASSETS & LIABILITIES

May 31, 2013 (Unaudited)


ASSETS:
Investments, at value	$	2,399,854
Cash		165,073
Total Assets		2,564,927

LIABILITIES:
Writtens options, at value (Proceeds $62,193)		13,194
Payable to advisor		2,051
Total Liabilities		15,245
NET ASSETS	$	2,549,682


NET ASSETS CONSIST OF:
Paid-in capital	$	2,500,051
Accumulated net investment loss		(43,637	)
Accumulated net realized gain on written option contracts		44,306
Net unrealized appreciation on investments		48,962
NET ASSETS	$	2,549,682


INVESTMENTS, AT COST	$	2,399,891

PRICING OF SHARES
Net Assets	$	2,549,682
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		100,002
Net Asset Value, offering and redemption price per share	$	25.50

See Notes to Financial Statements.



www.alpsfunds.com		5


		STATEMENT OF OPERATIONS


	For the Period February 27, 2013 (Inception) to May 31, 2013 (Unaudited)
INVESTMENT INCOME:
Interest	$	552
Total Investment Income		552

EXPENSES:
Investment advisory fee		6,064
Total Expenses		6,064
NET INVESTMENT LOSS		(5,512)

Net realized gain on written option contracts		44,306
Net change in unrealized appreciation on written option contracts		48,999
Net change in unrealized depreciation on investments		(37)

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND WRITTEN OPTION CONTRACTS		93,268

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	87,756

See Notes to Financial Statements.



6	Semi-Annual Report	May 31, 2013

STATEMENT OF CHANGES IN NET ASSETS


	For the Period February 27, 2013 (Inception) to May 31, 2013 (Unaudited)
OPERATIONS:
Net investment loss	$	(5,512	)
Net realized gain on written option contracts		44,306
Net change in unrealized appreciation on written option contracts		48,999
Net change in unrealized depreciation on investments		(37	)
Net increase in net assets resulting from operations		87,756

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(38,125	)
Total distributions		(38,125	)

SHARE TRANSACTIONS:
Proceeds from sale of shares		2,500,051
Net increase from share transactions		2,500,051
Net increase in net assets		2,549,682

NET ASSETS:
Beginning of period		–
End of period*	$	2,549,682


*Including accumulated net investment loss of:	$	(43,637	)

Other Information:
SHARE TRANSACTIONS:
Beginning shares		–
Shares sold		100,002
Shares outstanding, end of period		100,002

See Notes to Financial Statements.



www.alpsfunds.com		7


		FINANCIAL HIGHLIGHTS
		For a Share Outstanding Throughout the Period Presented


	For the Period February 27, 2013 (Inception) to May 31, 2013 (Unaudited)
NET ASSET VALUE, BEGINNING OF PERIOD	$	25.00

INCOME FROM OPERATIONS:
Net investment loss^(a)		(0.06	)^(a)
Net realized and unrealized gain on investments		0.94
Total from Investment Operations		0.88

LESS DISTRIBUTIONS:
From net investment income		(0.38	)
Total Distributions		(0.38	)
NET INCREASE IN NET ASSET VALUE		0.50
NET ASSET VALUE, END OF PERIOD		$25.50

TOTAL RETURN^(b)		3.54%

RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)	$	2,550

RATIOS TO AVERAGE NET ASSETS:
Operating expenses		0.95%	^(d)
Net investment loss		(0.86)%	^(d)
PORTFOLIO TURNOVER RATE^(C)		0%

^(a)

Calculated using average shares outstanding.

^(b)

^(c)

Portfolio turnover is not annualized.

^(d)

Annualized.

See Notes to Financial Statements.



8	Semi-Annual Report	May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen 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 27, 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. Other equity securities that are traded in over the counter markets are valued at the NASDAQ Official Closing Price as of the close of regular trading on the NYSE on the day the securities are valued or, if there are no sales, at the mean of the most recent bid and asked prices.



www.alpsfunds.com		9


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

B. Securities Transactions and Investment Income

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.

While the Fund only intends to make such distributions out of net investment income and/or short-term capital gains, it is possible that in certain circumstances, a portion of a distribution may result in a return of capital (which is a return of the shareholder’s investment in the Fund). Section 19(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 19a-1 thereunder require the Fund to provide a written statement accompanying any such distribution that adequately discloses its source or sources to the extent the source includes something other than net investment income. Thus, if the source of the dividend or other distribution were the original capital contribution of the shareholder, and the payment amounted to a return of capital, the Fund would be required to provide written disclosure to that effect. Nevertheless, persons who periodically receive the payment of a dividend or other distribution may be under the impression that they are receiving net profits when they are not. Shareholders should read any written disclosure provided pursuant to Section 19(a) and Rule 19-1 carefully, and should not assume that the source of any distribution from the Fund is net profit.

D. 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. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end: accordingly, tax basis balances have not been determined as of May 31, 2013.

As of May 31, 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	$	2,399,891

Gross Appreciation (excess of value over tax cost)	$	–
Gross Depreciation (excess of tax cost over value)		(37	)
Net Unrealized Depreciation	$	(37	)

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.



10	Semi-Annual Report	May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

As of and during the period ended May 31, 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 27, 2013, no tax returns have been filed as of the date of this report.

F. Fair Value Measurements

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 at May 31, 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	$	2,399,854		$	–	$	–	$	2,399,854
TOTAL	$	2,399,854		$	–	$	–	$	2,399,854

Other Financial Instruments*
Liabilities
Written Option Contracts	$	(13,194	)	$	–	$	–	$	(13,194	)
TOTAL	$	(13,194	)	$	–	$	–	$	(13,194	)

*	Other financial instruments are instruments not reflected in the Schedule of Investments, such as written option contracts.

The Fund recognizes transfers between levels as of the end of the period. For the period ended May 31, 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.



www.alpsfunds.com		11


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

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.

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).

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. The Fund will either earmark or segregate sufficient liquid assets to cover its obligations under each option on an ongoing basis. Moreover, the options sold by the Fund may have imperfect correlation to the returns of their underlying stocks.

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



12	Semi-Annual Report	May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

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 May 31, 2013, were as follows:


	Written Put Options
	Number of Contracts			Premiums Received
Options outstanding at February 27, 2013⁽¹⁾		–		$	–
Options written		(1,724	)		107,920
Options expired		900			(41,373	)
Options closed		7			(4,354	)
Options outstanding at May 31, 2013		(817	)	$	62,193



Market Value at end of period				$	(13,194	)

⁽¹⁾

The Fund commenced operations on February 27, 2013.

The effect of derivatives instruments on the Statement of Assets and Liabilities as of May 31, 2013:


	Liability Derivatives
Risk Exposure	Statement of Assets and Liabilities Location	Fair Value
Equity Contracts (Written Options)	Options written, at value	$	13,194

The effect of derivatives instruments on the Statement of Operations for the period ended May 31, 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	$	44,306	$	48,999

The average written option contracts volume and the average notional value during the period ended May 31, 2013, were as follows:


Average Written Option Contract Volume		Average Written Option Contract Notional Value
862		$ 27,663

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.



www.alpsfunds.com		13


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

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

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

4. PURCHASES AND SALES OF SECURITIES

For the period ended May 31, 2013, the cost of purchases and proceeds from sales, excluding short-term investments and written options, were as follows:

Purchases

Sales

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

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in the ASU enhance disclosures about offsetting of financial assets and liabilities to enable investors to understand the effect of these arrangements on a Fund’s financial position. In January 2013, FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The amendments in ASU No. 2013-01 clarify the intended scope of disclosures required by ASU No. 2011-11. These ASUs are effective for interim and annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implications of these changes on the financial statements.



14	Semi-Annual Report	May 31, 2013

ADDITIONAL INFORMATION

May 31, 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.



www.alpsfunds.com		15


		BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT
		May 31, 2013 (Unaudited)

At an in-person meeting held on March 12, 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”) and the Sub-Advisory Agreement with Rich Investment Solutions, LLC (the “Sub-Adviser”) with respect to the U.S. High Volatility Put Write Index Fund (“HVPWIF”). The Independent Trustees also met separately to consider the Advisory and Sub-Advisory Agreements.

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

The Board of Trustees, including a majority of the Independent Trustees, determined that approval of the Advisory and Sub-Advisory Agreements was in the best interests of the Fund. The Board of Trustees, including the Independent Trustees, did not identify any single factor or group of factors as all important or controlling and considered all factors together. In evaluating whether to approve the Advisory and Sub-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, the Board considered and reviewed information concerning the services proposed to be provided under the Advisory and the Sub- Advisory Agreements, the proposed investment parameters of the index for the Fund, financial information regarding the Adviser, its parent company and the Sub-Adviser, information describing the Adviser’s and Sub-Adviser’s current organizations and the background and experience of the persons who would be responsible for the day-today 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 the extensive prior experience with the types of put options to be sold by the Fund on the part of the personnel of the Sub-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 the Fund are expected to be satisfactory. The Board also concluded that the Sub-Adviser was qualified to manage the Fund and that the services to be provided by the Sub-Adviser to the Fund are expected to be satisfactory.

With respect to the costs of services to be provided and profits to be realized by the Adviser and Sub-Adviser, the Board considered the resources involved in managing the Fund as well as the fact that the Adviser agreed to pay all of the Fund’s expenses (except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) out of the unitary advisory fee. Based on its review, the Board concluded that the expected profitability of the Fund to the Adviser and the Sub-Adviser, respectively, were not unreasonable.

The Board also reviewed information provided by the Adviser showing the proposed advisory fee for the Fund as compared to those of a peer group of ETFs and other open-end funds compiled using Lipper fee data as well as other comparative fee data. The Board noted the services to be provided by the Adviser for the annual advisory fee of 0.95% of the Fund’s average daily net assets. The Board also noted that the Sub-Adviser would receive an annual fee of 0.80% of the Fund’s average daily net assets out of the advisory fee. The Board also considered that the advisory fee was a unitary one and that, as set forth above, the Adviser had agreed to pay all of the Fund’s expenses (except for interest expenses, 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 Board considered that, taking into account the impact of the Fund’s unitary advisory fee, the Fund’s expense ratio was expected to be within range of the expense ratios of the peer group of ETFs and other open-end funds provided by the Adviser. The Board considered the extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of Fund investors. Because the Fund is newly organized, the Board reviewed the Fund’s proposed unitary advisory fee and anticipated expenses and determined to review economies of scale in the future when the Fund had attracted assets.

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

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



16	Semi-Annual Report	May 31, 2013

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 Distributors, Inc., distributor for the ETF.

RIS000132

LOGO

TABLE OF CONTENTS


	Page

PERFORMANCE OVERVIEW		2
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		6

SCHEDULES OF INVESTMENTS		7
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		12

STATEMENTS OF OPERATIONS		13

STATEMENTS OF CHANGES IN NET ASSETS		14

FINANCIAL HIGHLIGHTS		15
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		16

ADDITIONAL INFORMATION		22

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT		23



www.alpsfunds.com		1

LOGO

PERFORMANCE OVERVIEW

ALPS | GS MOMENTUM BUILDER^® GROWTH MARKETS EQUITIES AND

U.S. TREASURIES INDEX ETF

May 31, 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 May 31, 2013


	3 Months	YTD	Since Inception*
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF - NAV	-3.02%	-7.64%	-6.24%
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF - Market Price^**	-3.02%	-7.60%	6.20%
GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index^***	-2.81%	-7.32%	-5.87%
MSCI EM TR Net Index^****	-3.52%	-3.42%	-3.16%

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.

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.

*	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 Investments) as of May 31, 2013


iShares^®MSCI Mexico Capped Investable Market Index Fund	30.13	%
iShares^® MSCI Turkey Index Fund	29.93	%
Market Vectors^® Indonesia Index ETF	29.83	%
iShares^® Barclays^® 7-10 Year Treasury Bond Fund	10.11	%
Top Holdings	100.00	%

Holdings are subject to change.

GROWTH OF $10,000 as of May 31, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



2		Semi-Annual Report \| May 31, 2013

PERFORMANCE OVERVIEW

ALPS | GS MOMENTUM BUILDER^® MULTI-ASSET INDEX ETF

May 31, 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 May 31, 2013


	3 Months	YTD	Since Inception*
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF - NAV	-0.83%	-1.10%	-0.55%
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF - Market Price^**	-0.74%	-0.98%	-0.43%
GS Momentum Builder^® Multi-Asset Index^***	-0.58%	-0.72%	-0.16%
60% S&P 500^® Total Return Index and 40% Barclays US Aggregate Index	4.59%	8.64%	8.37%

Total Expense Ratio (per the current prospectus) 1.14%

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.

*	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 Investments) as of May 31, 2013


iShares^® MSCI EAFE Index Fund	30.26	%
iShares^® Dow Jones^® U.S. Real Estate Index Fund	29.20	%
iShares^® Russell 1000^® Index Fund	21.23	%
iShares^® Barclays^® 20+ Year Treasury Bond Fund	17.66	%
iShares^® Russell 2000^®Index Fund	1.65	%
Top Holdings	100.00	%

Holdings are subject to change.

GROWTH OF $10,000 as of May 31, 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^® ASIA EX-JAPAN EQUITIES AND U.S.

TREASURIES INDEX ETF

May 31, 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 May 31, 2013


	3 Months	YTD	Since Inception ¹
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF - NAV	-6.73%	-5.52%	-4.08%
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF - Market Price^**	-6.72%	-5.51%	-4.00%
GS Momentum Builder^® Asia Ex-Japan Equities and U.S. Treasuries Index^***	-6.50%	-5.16%	-3.69%
MSCI AC Asia Ex-Japan TR Net Index^****	-1.53%	-0.01%	0.21%

Total Expense Ratio (per the current prospectus) 1.22%

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.

*	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 Investments) as of May 31, 2013


Market Vectors^® Indonesia Index ETF	30.93	%
iShares^® MSCI Thailand Capped Investable Market Index Fund	29.61	%
iShares^® MSCI Australia Index Fund	28.79	%
iShares^® MSCI Taiwan Index Fund	10.67	%
Top Holdings	100.00	%

Holdings are subject to change.

GROWTH OF $10,000 as of May 31, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



4		Semi-Annual Report \| May 31, 2013

PERFORMANCE OVERVIEW

ALPS | GS RISK-ADJUSTED RETURN U.S. LARGE CAP INDEX ETF

May 31, 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 May 31, 2013


	3 Months	YTD	Since Inception ¹
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF - NAV	11.77%	16.29%	15.13%
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF - Market Price^**	11.81%	16.28%	15.17%
GS Risk-Adjusted Return U.S. Large Cap Index^***	11.95%	16.60%	15.45%
Russell 1000^® Total Return Index^****	8.09%	15.48%	14.82%

Total Expense Ratio (per the current prospectus) 0.55%

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.

*	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.

****	The Russell 1000^® Total Return Index measures the performance of the 1,000 largest companies in the Russell 3000 Index.

An investor cannot invest directly in an index.

TOP TEN HOLDINGS (as a % of Total Investments) as of May 31, 2013


Vertex Pharmaceuticals, Inc.	3.45	%
Micron Technology, Inc.	3.30	%
Delta Air Lines, Inc.	3.14	%
Warner Chilcott PLC, Class A	2.77	%
Ford Motor Co.	2.31	%
Harman International Industries, Inc.	2.25	%
Prudential Financial, Inc.	2.23	%
MetLife, Inc.	2.22	%
Microsoft Corp.	2.22	%
KBR, Inc.	2.19	%
Top Ten Holdings	26.08	%

Holdings are subject to change.

GROWTH OF $10,000 as of May 31, 2013

Comparison of Change in Value of $10,000 Investment in the Fund and the Index.

LOGO



www.alpsfunds.com		5


		DISCLOSURE OF FUND EXPENSES
		May 31, 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 May 31, 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 December 1, 2012			Ending Account Value May 31, 2013			Expense Ratio^(a)			Expenses Paid During the Period December 1, 2012 to May 31, 2013
ALPS \| GS Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF
Actual^(c)		$	1,000.00		$	937.60		0.68	%		$	2.94
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.54		0.68	%		$	3.43	^(b)
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF
Actual^(c)		$	1,000.00		$	994.50		0.68	%		$	3.03
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.54		0.68	%		$	3.43	^(b)
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF
Actual^(c)		$	1,000.00		$	959.20		0.68	%		$	2.97
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.49		0.68	%		$	3.43	^(b)
ALPS \| GS Risk-Adjusted Return U.S Large Cap Index ETF
Actual^(c)		$	1,000.00		$	1,151.30		0.55	%		$	2.64
Hypothetical (5% return before expenses)		$	1,000.00		$	1,022.19		0.55	%		$	2.77	^(b)

^(a)

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

^(b)

^(c)

The Fund commenced operations on December 20, 2012 and as such the actual expenses paid during the period were based on 163 days.



6		Semi-Annual Report \| May 31, 2013

SCHEDULE OF INVESTMENTS

ALPS | GS MOMENTUM BUILDER^® GROWTH MARKETS EQUITIES AND U.S. TREASURIES INDEX ETF

May 31, 2013 (Unaudited)


Security Description			Shares		Value
EXCHANGE TRADED FUNDS (100.04%)
*Debt Funds (10.11%)*
iShares^® Barclays^® 7-10 Year Treasury Bond Fund				9,002		$ 948,091

						948,091


*Equity Funds (89.93%)*
iShares^® MSCI Mexico Capped Investable Market Index Fund				41,352		2,826,409
iShares^® MSCI Turkey Index Fund				40,516		2,807,354
Market Vectors^® Indonesia Index ETF				90,647		2,797,366

						8,431,129


TOTAL EXCHANGE TRADED FUNDS
(Cost $9,666,454)						9,379,220


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.02%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000% ⁽¹⁾		1,676		1,676


TOTAL SHORT TERM INVESTMENTS
(Cost $1,676)						1,676


TOTAL INVESTMENTS (100.06%)
(Cost $9,668,130)						$ 9,380,896

NET LIABILITIES LESS OTHER ASSETS (-0.06%)						(5,529	)


NET ASSETS (100.00%)						$ 9,375,367

⁽¹⁾

Less than 0.0005%.

Common Abbreviations:

MSCI - Morgan Stanley Capital International.

ETF - Exchange Traded Fund.

See Notes to Financial Statements.



www.alpsfunds.com		7

LOGO

SCHEDULE OF INVESTMENTS

ALPS | GS MOMENTUM BUILDER^® MULTI-ASSET INDEX ETF

May 31, 2013 (Unaudited)


Security Description			Shares		Value
EXCHANGE TRADED FUNDS (100.06%)
*Debt Funds (17.67%)*
iShares^® Barclays^® 20+ Year Treasury Bond Fund				19,122	$	2,189,278

						2,189,278


*Equity Funds (82.39%)*
iShares^® Dow Jones^® U.S. Real Estate Index Fund				52,678		3,620,032
iShares^® MSCI EAFE Index Fund				62,449		3,751,936
iShares^® Russell 1000^® Index Fund				29,109		2,632,036
iShares^® Russell 2000^® Index Fund				2,091		204,604

						10,208,608


TOTAL EXCHANGE TRADED FUNDS
(Cost $12,609,209)						12,397,886


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.05%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000% ⁽¹⁾		6,550		6,550


TOTAL SHORT TERM INVESTMENTS
(Cost $6,550)						6,550


TOTAL INVESTMENTS (100.11%)
(Cost $12,615,759)					$	12,404,436

‘NET LIABILITIES LESS OTHER ASSETS (-0.11%)						(13,263	)


NET ASSETS (100.00%)					$	12,391,173

⁽¹⁾

Less than 0.0005%.

Common Abbreviations:

EAFE - Europe, Australasia, and Far East.

MSCI - Morgan Stanley Capital International.

See Notes to Financial Statements.



8		Semi-Annual Report \| May 31, 2013

SCHEDULE OF INVESTMENTS

ALPS | GS MOMENTUM BUILDER^® ASIA EX-JAPAN EQUITIES AND U.S. TREASURIES INDEX ETF

May 31, 2013 (Unaudited)


Security Description			Shares		Value
EXCHANGE TRADED FUNDS (100.05%)
*Equity Funds (100.05%)*
iShares^® MSCI Australia Index Fund				113,209	$	2,763,432
iShares^® MSCI Taiwan Index Fund				75,065		1,023,887
iShares^® MSCI Thailand Capped Investable Market Index Fund				33,259		2,842,314
Market Vectors^® Indonesia Index ETF				96,205		2,968,886


TOTAL EXCHANGE TRADED FUNDS
(Cost $9,912,547)						9,598,519


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.01%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000% ⁽¹⁾		1,390		1,390


TOTAL SHORT TERM INVESTMENTS
(Cost $1,390)						1,390


TOTAL INVESTMENTS (100.06%)
(Cost $9,913,937)					$	9,599,909

NET LIABILITIES LESS OTHER ASSETS (-0.06%)						(5,962	)


NET ASSETS (100.00%)					$	9,593,947

⁽¹⁾

Less than 0.0005%.

Common Abbreviations:

MSCI - Morgan Stanley Capital International.

ETF - Exchange Traded Fund

See Notes to Financial Statements.



www.alpsfunds.com		9

LOGO

SCHEDULE OF INVESTMENTS

ALPS | GS RISK-ADJUSTED RETURN U.S. LARGE CAP INDEX ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
COMMON STOCKS (99.74%)
*Basic Materials (5.19%)*
Allegheny Technologies, Inc.		7,563	$	208,512
Allied Nevada Gold Corp.⁽¹⁾		6,053		46,729
Carpenter Technology Corp.		4,046		194,855
Newmont Mining Corp.		4,245		145,519

				595,615


*Communications (5.80%)*
IAC/InterActive Corp.		4,078		197,701
Level 3 Communications, Inc.⁽¹⁾		10,313		221,008
Liberty Global, Inc., Class A⁽¹⁾		3,350		246,895

				665,604


*Consumer, Cyclical (14.11%)*
CVS Caremark Corp.		4,157		239,360
Delta Air Lines, Inc.⁽¹⁾		19,997		360,146
Ford Motor Co.		16,862		264,396
GNC Holdings, Inc., Class A		5,548		249,827
Harman International Industries, Inc.		4,861		258,119
Nu Skin Enterprises, Inc., Class A		4,230		248,724

				1,620,572


*Consumer, Non-cyclical (27.85%)*
Apollo Group, Inc., Class A⁽¹⁾		10,090		201,699
Ariad Pharmaceuticals, Inc.⁽¹⁾		8,683		159,246
Beam, Inc.		3,399		220,391
Cardinal Health, Inc.		4,781		224,516
The Coca-Cola Co.		5,148		205,869
Herbalife, Ltd.		4,214		196,667
Hologic, Inc.⁽¹⁾		10,298		213,684
Iron Mountain, Inc.		6,133		219,807
Medivation, Inc.⁽¹⁾		3,590		174,330
Mondelez International, Inc., Class A		7,531		221,863
PepsiCo, Inc.		2,774		224,056
UnitedHealth Group, Inc.		3,582		224,340
Vertex Pharmaceuticals, Inc.⁽¹⁾		4,925		395,527
Warner Chilcott PLC, Class A		16,502		316,839

				3,198,834


*Energy (6.97%)*
Apache Corp.		2,519		206,885
Devon Energy Corp.		3,719		211,426
Newfield Exploration Co.⁽¹⁾		7,883		187,537
ONEOK, Inc.		4,310		194,553

				800,401


*Financial (10.66%)*
Essex Property Trust, Inc.		1,368		214,968
MetLife, Inc.		5,764		254,826
The PNC Financial Services Group, Inc.		3,496		250,453
Prudential Financial, Inc.		3,702		255,327
Reinsurance Group of America, Inc.		3,774		248,669

				1,224,243



10		Semi-Annual Report \| May 31, 2013

SCHEDULE OF INVESTMENTS

ALPS | GS RISK-ADJUSTED RETURN U.S. LARGE CAP INDEX ETF

May 31, 2013 (Unaudited)


Security Description			Shares		Value
*Industrial (8.57%)*
CSX Corp.				9,833	$	247,890
KBR, Inc.				6,948		250,822
Tidewater, Inc.				4,285		236,061
URS Corp.				5,149		249,418

						984,191


*Technology (7.17%)*
Micron Technology, Inc.⁽¹⁾				32,389		378,303
MICROS Systems, Inc.⁽¹⁾				4,541		191,630
Microsoft Corp.				7,277		253,822

						823,755


*Utilities (13.42%)*
AES Corp.				18,204		222,089
Calpine Corp.⁽¹⁾				11,185		227,167
Edison International				4,294		197,266
MDU Resources Group, Inc.				9,426		243,757
NiSource, Inc.				7,907		227,168
Westar Energy, Inc.				6,820		216,330
Xcel Energy, Inc.				7,212		207,129

						1,540,906


TOTAL COMMON STOCKS
(Cost $10,318,779)						11,454,121


	7 Day Yield		Shares		Value
SHORT TERM INVESTMENTS (0.15%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000% ⁽²⁾		17,616		17,616


TOTAL SHORT TERM INVESTMENTS
(Cost $17,616)						17,616


TOTAL INVESTMENTS (99.89%)
(Cost $10,336,395)					$	11,471,737

NET OTHER ASSETS AND LIABILITIES (0.11%)						12,849


NET ASSETS (100.00%)					$	11,484,586

⁽¹⁾

Non-income producing security.

⁽²⁾

Less than 0.0005%.

Common Abbreviations:

Ltd. - Limited.

PLC - Public Liability Company.

See Notes to Financial Statements.



www.alpsfunds.com		11


		STATEMENTS OF ASSETS & LIABILITIES
		May 31, 2013 (Unaudited)


	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	$	9,380,896		$	12,404,436		$	9,599,909		$	11,471,737
Cash		6			–			–			–
Interest and dividends receivable		–			–			–			18,200
Total Assets		9,380,902			12,404,436			9,599,909			11,489,937

LIABILITIES:
Payable to custodian		–			5,818			–			–
Payable to advisor		5,535			7,445			5,962			5,351
Total Liabilities		5,535			13,263			5,962			5,351
NET ASSETS	$	9,375,367		$	12,391,173		$	9,593,947		$	11,484,586


NET ASSETS CONSIST OF:
Paid-in capital	$	10,264,782		$	12,611,490		$	10,215,105		$	10,324,554
Accumulated net investment income/(loss)		(25,979	)		41,789			(27,166	)		24,690
Accumulated net realized gain/(loss) on investments		(576,202	)		(50,783	)		(279,964	)		–
Net unrealized appreciation/(depreciation) on investments		(287,234	)		(211,323	)		(314,028	)		1,135,342
NET ASSETS	$	9,375,367		$	12,391,173		$	9,593,947		$	11,484,586


INVESTMENTS, AT COST	$	9,668,130		$	12,615,759		$	9,913,937		$	10,336,395

PRICING OF SHARES
Net Assets	$	9,375,367		$	12,391,173		$	9,593,947		$	11,484,586
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01 per share)		400,002			500,002			400,002			400,002
Net Asset Value, offering and redemption price per share	$	23.44		$	24.78		$	23.98		$	28.71

See Notes to Financial Statements.



12		Semi-Annual Report \| May 31, 2013

STATEMENTS OF OPERATIONS

For The Period December 20, 2012 (inception) to may 31, 2013 (Unaudited)


	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^(a)	$	–		$	105,900		$	–		$	74,338
Total Investment Income		–			105,900			–			74,338

EXPENSES:
Investment advisory fee		25,979			30,188			27,166			22,976
TOTAL EXPENSES		25,979			30,188			27,166			22,976
NET INVESTMENT INCOME/(LOSS)		(25,979	)		75,712			(27,166	)		51,362

Net realized gain/(loss) on investments		(576,202	)		(50,783	)		(279,964	)		–
Net change in unrealized appreciation/ (depreciation) on investments		(287,234	)		(211,323	)		(314,028	)		1,135,342
NET REALIZED AND UNREALIZED GAIN/ (LOSS) ON INVESTMENTS		(863,284	)		(262,106	)		(593,992	)		1,135,342
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(889,415	)	$	(186,394	)	$	(621,158	)	$	1,186,704

^(a)

Net of foreign tax witholdings of $0, $181, $0, and $0 respectively.

See Notes to Financial Statements.



www.alpsfunds.com		13

LOGO

STATEMENTS OF CHANGES IN NET ASSETS

For the Period December 20, 2012 (Inception) to

May 31, 2013 (Unaudited)


	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/(loss)	$	(25,979	)	$	75,712		$	(27,166	)	$	51,362
Net realized gain/(loss) on investments		(576,202	)		(50,783	)		(279,964	)		–
Net change in unrealized appreciation/ (depreciation) on investments		(287,234	)		(211,323	)		(314,028	)		1,135,342
Net decrease in net assets resulting from operations		(889,415	)		(186,394	)		(621,158	)		1,186,704

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		–			(33,923	)		–			(26,672	)
Total distributions		–			(33,923	)		–			(26,672	)

SHARE TRANSACTIONS:
Proceeds from sale of shares		14,164,135			21,584,216			12,845,595			10,324,554
Cost of shares redeemed		(3,899,353	)		(8,972,726	)		(2,630,490	)		–
Net increase from share transactions		10,264,782			12,611,490			10,215,105			10,324,554
Net increase in net assets		9,375,367			12,391,173			9,593,947			11,484,586

NET ASSETS:
Beginning of period		–			–			–			–
End of period*	$	9,375,367		$	12,391,173		$	9,593,947		$	11,484,586

*Including accumulated net investment income/(loss) of:	$	(25,979	)	$	41,789		$	(27,166	)	$	24,690

OTHER INFORMATION:
SHARE TRANSACTIONS:
Beginning shares		–			–			–			–
Shares sold		550,002			850,002			500,002			400,002
Shares redeemed		(150,000	)		(350,000	)		(100,000	)		–
Shares outstanding, end of period		400,002			500,002			400,002			400,002

See Notes to Financial Statements.



14		Semi-Annual Report \| May 31, 2013

FINANCIAL HIGHLIGHTS

For the Period December 20, 2012 (Inception) to May 31, 2013 (Unaudited)


	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 FROM OPERATIONS:
Net investment income/(loss)^(a)			(0.07	)			0.19				(0.08	)			0.15
Net realized and unrealized gain/(loss) on investments			(1.49	)			(0.33	)			(0.94	)			3.63
Total from Investment Operations			(1.56	)			(0.14	)			(1.02	)			3.78

LESS DISTRIBUTIONS:
From net investment income			–				(0.08	)			–				(0.07	)
Total Distributions			–				(0.08	)			–				(0.07	)
NET INCREASE/(DECREASE) IN NET ASSET VALUE			(1.56	)			(0.22	)			(1.02	)			3.71
NET ASSET VALUE, END OF PERIOD		$	23.44			$	24.78			$	23.98			$	28.71

TOTAL RETURN^(b)			(6.24	)%			(0.55	)%			(4.08	)%			15.13	%

RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)		$	9,375			$	12,391			$	9,594			$	11,485

RATIOS TO AVERAGE NET ASSETS:
Operating expenses			0.68	%^(c)			0.68	%^(c)			0.68	%^(c)			0.55	%^(c)
Net investment income/(loss)			(0.68	)%^(c)			1.71	%^(c)			(0.68	)%^(c)			1.23	%^(c)

PORTFOLIO TURNOVER RATE^(d)			91	%			126	%			79	%			0	%

^(a)

Calculated using average shares outstanding.

^(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		15


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen 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

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

A. Portfolio Valuation

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.

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



16		Semi-Annual Report \| May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

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. Exchange-Traded Funds (“ETFs”)

The Funds, except the ALPS | GS Risk-Adjusted Return U.S. Large Cap Index ETF, primarily invest in 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 the 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. Money Market Instruments

The Funds may invest a portion of their assets in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which the Funds may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit (“CDs”), fixed time deposits and bankers’ acceptances of U.S. and foreign banks and similar institutions; (iii) commercial paper rated at the date of purchase “Prime-1” by Moody’s Investors Service, Inc. or “A- 1+” or “A-1” by Standard & Poor’s or, if unrated, of comparable quality as determined by the Investment Adviser; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term negotiable obligations of commercial banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Banker’s acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.

E. Concentration

To the extent that the Fund’s 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 Fund 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.

F. 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.

G. 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.



www.alpsfunds.com		17

LOGO

NOTES TO FINANCIAL

STATEMENTS

May 31, 2013 (Unaudited)

H. 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. In addition, each Fund intends to distribute at least quarterly amounts representing the full dividend yield net of expenses on the underlying investment securities as if the relevant Fund owned the underlying investment securities for the entire dividend period. As a result, some portion of each distribution may result in a return of capital (which is a return of the shareholder’s investment in the relevant Fund). Section 19(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 19(a)-1 thereunder require a Fund to provide a written statement accompanying any such distribution that adequately discloses its source or sources to the extent the source includes something other than net investment income. Thus, if the source of the dividend or other distribution were the original capital contribution of the shareholder, and the payment amounted to a return of capital, the relevant Fund would be required to provide written disclosure to that effect. Nevertheless, persons who periodically receive the payment of a dividend or other distribution may be under the impression that they are receiving net profits when they are not. Shareholders should read any written disclosure provided pursuant to Section 19(a) and Rule 19(a)-1 carefully, and should not assume that the source of any distribution from the relevant Fund is net profit.

I. 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. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end: accordingly, tax basis balances have not been determined as of May 31, 2013.

As of May 31, 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		$	9,669,247		$	8,562		$	(296,913	)		$	(288,351	)
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		$	12,624,568		$	73,955		$	(294,087	)		$	(220,132	)
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		$	9,913,946		$	84,277		$	(398,314	)		$	(314,037	)
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		$	10,336,395		$	1,461,499		$	(326,157	)		$	1,135,342

J. 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 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 May 31, 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.



18		Semi-Annual Report \| May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

K. 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.

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


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

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

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

The following is a summary of the inputs used to value each Fund’s investments at May 31, 2013:

ALPS | Goldman Sachs Momentum Builder^® Growth Markets Equities and U.S. Treasuries Index ETF

Investments in Securities at Value


	Level 1		Level 2		Level 3		Total
Exchange Traded Funds	$	9,379,220	$	–	$	–	$	9,379,220
Short Term Investments		1,676		–		–		1,676
TOTAL	$	9,380,896	$	–	$	–	$	9,380,896

ALPS | Goldman Sachs Momentum Builder^® Multi-Asset Index ETF

Investments in Securities at Value


	Level 1		Level 2		Level 3		Total
Exchange Traded Funds	$	12,397,886	$	–	$	–	$	12,397,886
Short Term Investments		6,550		–		–		6,550
TOTAL	$	12,404,436	$	–	$	–	$	12,404,436

ALPS | Goldman Sachs Momentum Builder^® Asia Ex-Japan Equities and U.S. Treasuries Index ETF

Investments in Securities at Value


	Level 1		Level 2		Level 3		Total
Exchange Traded Funds	$	9,598,519	$	–	$	–	$	9,598,519
Short Term Investments		1,390		–		–		1,390
TOTAL	$	9,599,909	$	–	$	–	$	9,599,909



www.alpsfunds.com		19


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

ALPS | Goldman Sachs Risk-Adjusted Return U.S. Large Cap Index ETF

Investments in Securities at Value


	Level 1		Level 2		Level 3		Total
Common Stocks*	$	11,454,121	$	–	$	–	$	11,454,121
Short Term Investments		17,616		–		–		17,616
TOTAL	$	11,471,737	$	–	$	–	$	11,471,737

*	For detailed sector or industry descriptions, see the accompanying Schedule of Investments.

Each Fund recognizes transfers between levels as of the end of the period. For the period ended May 31, 2013, each Fund did not have any transfers between Level 1 and Level 2 securities. Each 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.

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

4. PURCHASES AND SALES OF SECURITIES

For the six months ended May 31, 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	$	10,950,932	$	7,803,347
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		20,291,734		12,721,155
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		9,147,349		7,057,313
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		12,796		–



20		Semi-Annual Report \| May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

For the period ended May 31, 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	$	3,154,727
ALPS \| GS Momentum Builder^® Multi-Asset Index ETF		12,625,716		7,535,516
ALPS \| GS Momentum Builder^® Asia ex-Japan Equities and U.S. Treasuries Index ETF		10,212,836		2,110,644
ALPS \| GS Risk-Adjusted Return U.S. Large Cap Index ETF		10,305,983		–

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

5. 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.

6. INDEMNIFICATIONS



www.alpsfunds.com		21


		ADDITIONAL INFORMATION
		May 31, 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



22		Semi-Annual Report \| May 31, 2013

BOARD CONSIDERATIONS REGARDING APPROVAL

OF INVESTMENT ADVISORY AGREEMENT

May 31, 2013 (Unaudited)

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 four Goldman ETFs: ALPS | GS Momentum Builder Growth Markets Index ETF, ALPS | GS Momentum Builder Multi-Asset Index ETF, ALPS | GS Momentum Builder Asia ex-Japan Index ETF and the ALPS | GS Risk Adjusted Return US Large Cap Index ETF (collectively, “Goldman ETFs”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating the Advisory Agreement for the Goldman ETFs, the Board considered various factors, including (i) the nature, extent and quality of the services expected to be provided by the Adviser with respect to the funds under the Advisory Agreement, (ii) costs to the Adviser of its services; and (iii) the extent to which economies of scale would be realized if and as each funds’ assets increase and whether the fee levels in the Advisory Agreement reflect these economies of scale.

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

With respect to the nature, extent and quality of the services to be provided by the Adviser under the Advisory Agreement, the Board considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the indices for the Goldman ETFs, 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 Goldman ETFs, the anticipated financial support, 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 the Goldman ETFs are expected to be satisfactory.

With respect to the costs of services to be provided and profits to be realized by the Adviser, the Board considered the resources involved in managing the Goldman ETFs as well as the fact that the Adviser agreed to pay all of the Goldman ETFs’ expenses (except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) out of the unitary advisory fee. Based on its review, the Board concluded that the expected profitability of the Goldman ETFs to the Adviser was not unreasonable.

The Board reviewed the comparative fee information, including Lipper data and separate peer group analysis prepared by ALPS. In determining the weight to be accorded the Lipper and ALPS comparative fee data respectively, the Board took into account ALPS arguments that Lipper did not, in assembling its peer group, appropriately reflect the unique characteristics of the Goldman ETFs. Based on its review, the Board concluded that the fees proposed to be charged (i.e. 0.68% for the ALPS | GS Momentum ETFs and 0.55% for ALPS GS Risk Adjusted ETF), were competitive. The Board considered the extent to which economies of scale would be realized as the Goldman ETFs grow and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of each Fund’s investors. Because each of the Goldman ETFs are newly organized, the Board reviewed the unitary advisory fee proposed for the Goldman ETFs and anticipated expenses of each Fund and determined to review economies of scale in the future when the Goldman ETFs had attracted assets.

The Board also considered other benefits that may be realized by the Adviser from its relationship with the Goldman ETFs.

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



www.alpsfunds.com		23

INTENTIONALLY LEFT BLANK

LOGO

TABLE OF CONTENTS


	Page

PERFORMANCE OVERVIEW		2
VelocityShares Emerging Markets DR ETF
VelocityShares Russia Select DR ETF
VelocityShares Emerging Asia DR ETF

DISCLOSURE OF FUND EXPENSES		5

SCHEDULE OF INVESTMENTS		6
VelocityShares Emerging Markets DR ETF
VelocityShares Russia Select DR ETF
VelocityShares Emerging Asia DR ETF

STATEMENTS OF ASSETS & LIABILITIES		17

STATEMENTS OF OPERATIONS		18

STATEMENTS OF CHANGES IN NET ASSETS		19

FINANCIAL HIGHLIGHTS		20
VelocityShares Emerging Markets DR ETF
VelocityShares Russia Select DR ETF
VelocityShares Emerging Asia DR ETF

NOTES TO FINANCIAL STATEMENTS		21

ADDITIONAL INFORMATION		26

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT		27

www.velocitysharesetfs.com

LOGO

PERFORMANCE OVERVIEW

VelocityShares Emerging Markets DR ETF

May 31, 2013 (Unaudited)

The VelocityShares Emerging Markets DR ETF 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 Exchange Traded Fund (ETF) normally invests at least 90% of its total assets in depositary receipts (DR) that constitute its Underlying Index.


TOP 10 HOLDINGS^{^} (% of Investments) as of 5.31.13
Samsung Electronics Co. Ltd., GDR	11.74	%
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR	4.44	%
China Mobile Ltd., Sponsored ADR	3.48	%
Gazprom OAO, Sponsored ADR	2.87	%
Banco Bradesco SA, ADR	2.69	%
Petroleo Brasileiro SA, Class A, Sponsored ADR	2.54	%
Itau Unibanco Holding SA, ADR	2.44	%
America Movil SAB de CV, Series L, ADR	2.24	%
Sberbank of Russia, Sponsored ADR	2.06	%
Lukoil OAO, Sponsored ADR	2.00	%
Total % of Top 10 Holdings	36.50	%

^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 5.31.13

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 5.31.13
Brazil	20.39	%
South Korea	17.53	%
China	15.04	%
Russia	14.26	%
Taiwan	8.93	%
India	7.13	%
Mexico	6.65	%
Chile	2.53	%
South Africa	2.42	%
Turkey	1.14	%
Colombia	0.99	%
Indonesia	0.71	%
Philippines	0.38	%
Argentina	0.37	%
Egypt	0.33	%
Nigeria	0.33	%
Kazakhstan	0.27	%
Peru	0.25	%
Lebanon	0.23	%
Oman	0.08	%
Ukraine	0.04	%

^ Future allocations are subject to change.


AVERAGE ANNUAL TOTAL RETURN as of 5.31.13
		Since Inception*
VelocityShares Emerging Markets DR ETF - NAV		-0.92%
VelocityShares Emerging Markets DR ETF - Market Price**		-6.54%
BNYM Emerging Market DR TR Index		-0.45%

Total Expense Ratio (per the current prospectus) 0.65%

*	The Fund commenced operations on April 5, 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.

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.

Semi-Annual Report | May 31, 2013

PERFORMANCE OVERVIEW

VelocityShares Russia Select DR ETF

May 31, 2013 (Unaudited)

The VelocityShares Russia Select DR ETF 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 Exchange Traded Fund (ETF) normally invests at least 90% of its total assets in depository receipts (DR) that constitute its Underlying Index.


TOP 10 HOLDINGS^{^} (% of Investments) as of 5.31.13
Gazprom OAO, Sponsored ADR	20.56	%
Sberbank of Russia, Sponsored ADR	14.72	%
Magnit OJSC, Sponsored GDR	5.57	%
Uralkali OJSC, Sponsored GDR	4.41	%
Mobile Telesystems OJSC, Sponsored ADR	4.19	%
Lukoil OAO, Sponsored ADR	4.10	%
Tatneft OAO, Sponsored ADR	3.75	%
Rosneft OAO, GDR	3.72	%
Surgutneftegas OAO, Sponsored ADR	3.62	%
MMC Norilsk Nickel OJSC, ADR	3.37	%
Total % of Top 10 Holdings	68.01	%

^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 5.31.13

Comparison of Change in Value of a hypothetical $ 10,000 investment in the VelocityShares Russia Select DR ETF.

LOGO


INDUSTRY ALLOCATION^{^} (% of Investments) as of 5.31.13
Integrated Oil	35.98	%
Regional Banks	16.97	%
Food Retail	7.95	%
Wireless Telecommunications	7.72	%
Chemicals: Agricultural	6.19	%
Oil & Gas Production	3.77	%
Other Metals/Minerals	3.39	%
Specialty Communications	2.59	%
Steel	2.51	%
Major Communications	2.13	%
Oilfield Services/Equipment	1.55	%
Internet Software/Services	1.51	%
Pharmaceuticals: Other	1.40	%
Railroads	1.31	%
Homebuilding	1.30	%
Contract Drilling	1.24	%
Electric Utilities	1.22	%
Construction Materials	0.64	%
Other Transportation	0.63	%

^ Future allocations are subject to change.


AVERAGE ANNUAL TOTAL RETURN as of 5.31.13
		Since Inception*
VelocityShares Russia Select DR ETF - NAV		-3.36%
VelocityShares Russia Select DR ETF - Market Price**		-3.62%
BNYM Russia Select DR TR Index		-1.30%

Total Expense Ratio (per the current prospectus) 0.65%

*	The Fund commenced operations on April 5, 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.

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

LOGO

PERFORMANCE OVERVIEW

VelocityShares Emerging Asia DR ETF

May 31, 2013 (Unaudited)

The VelocityShares Emerging Asia Dr ETF 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 Exchange Traded Fund (ETF) normally invests at least 90% of its total assets in depository receipts (Dr) that constitute its underlying index.


TOP 10 HOLDINGS^{^} (% of Investments) as of 5.31.13
Samsung Electronics Co. Ltd., GDR			23.82%
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR			8.94%
China Mobile Ltd., Sponsored ADR			7.05%
CNOOC Ltd., ADR			3.63%
Baidu, Inc., Sponsored ADR			3.39%
Hon Hai Precision Industry Co. Ltd., GDR			3.32%
PetroChina Co. Ltd., ADR			3.17%
POSCO, ADR			3.05%
Reliance Industries Ltd., Sponsored GDR			2.95%
Infosys Ltd., Sponsored ADR			2.62%
Total % of Top 10 Holdings			61.94%

^ Future holdings are subject to change.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT as of 5.31.13

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 5.31.13
South Korea			35.36%
China			30.15%
Taiwan			17.92%
India			14.31%
Indonesia			1.46%
Philippines			0.80%

^ Future allocations are subject to change.


AVERAGE ANNUAL TOTAL RETURN as of 5.31.13		Since Inception*
VelocityShares Emerging Asia DR ETF - NAV		3.04%
VelocityShares Emerging Asia DR ETF - Market Price**		6.14%
BNYM Emerging Market Asia DR TR		3.27%

Total Expense Ratio (per the current prospectus) 0.65%

*	The Fund commenced operations on April 5, 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.

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.

Semi-Annual Report | May 31, 2013

DISCLOSURE OF FUND EXPENSE

May 31, 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 may 31, 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.

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 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 12/01/12		Ending Account Value 05/31/13		Expense Ratio^(a)			Expenses Paid During Period 12/01/12^(b) - 05/31/13
Velocity Shares Emerging Markets DR ETF
Actual^(c)	$	1,000.00	$	990.80		0.65	%	$	0.96
Hypothetical	$	1,000.00	$	1,021.69		0.65	%	$	3.28
Velocity Shares Russia Select DR ETF
Actual^(c)	$	1,000.00	$	966.40		0.65	%	$	0.95
Hypothetical	$	1,000.00	$	1,021.69		0.65	%	$	3.28
Velocity Shares Emerging Asia DR ETF
Actual^(c)	$	1,000.00	$	1,030.40		0.65	%	$	0.98
Hypothetical	$	1,000.00	$	1,021.69		0.65	%	$	3.28

^(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 inception of the Funds on April 5, 2013.

www.velocitysharesetfs.com

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SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
COMMON STOCKS (88.61%)
*Argentina (0.33%)*
Alto Palermo SA, ADR		2	$	30
Banco Macro SA, ADR^(a)		55		831
BBVA Banco Frances SA, ADR^(a)		67		273
Cresud SACIF y A, Sponsored ADR		49		396
Empresa Distribuidora Y Comercializadora Norte, ADR^(a)		14		35
Grupo Financiero Galicia SA, ADR		130		719
IRSA Inversiones y Representaciones SA, Sponsored ADR		34		321
Pampa Energia SA, Sponsored ADR^(a)		82		268
Petrobras Argentina SA, ADR		104		439
Telecom Argentina SA, Sponsored ADR		37		561
Transportadora de Gas del Sur SA, Sponsored ADR		54		97
YPF SA, Sponsored ADR		302		4,349

				8,319


*Brazil (10.94%)*
Banco Bradesco SA, ADR		3,344		53,939
Banco Bradesco SA, ADR		790		12,640
Banco Santander Brasil SA/Brazil, ADR		822		5,861
BrasilAgro - Co. Brasileira de Propriedades Agricolas, Sponsored ADR^(a)		153		786
Braskem SA, Sponsored ADR^(a)		116		1,827
BRF - Brasil Foods SA, ADR		1,071		24,986
Centrais Eletricas Brasileiras SA, Sponsored ADR		426		1,099
Cia de Bebidas das Americas, Class C, ADR		247		9,275
Cia de Saneamento Basico do Estado de Sao Paulo, ADR		534		6,793
Cia Energetica de Minas Gerais, Class C, Sponsored ADR		104		1,089
Cia Energetica de Minas Gerais, Sponsored ADR		847		8,826
Cia Siderurgica Nacional SA, Sponsored ADR		1,187		3,739
CPFL Energia SA, ADR		173		3,683
Embraer SA, ADR		244		8,850
Fibria Celulose SA, Sponsored ADR^(a)		349		3,832
Gafisa SA, ADR^(a)		340		1,190
Gerdau SA, Sponsored ADR		1,400		8,554
Gol Linhas Aereas Inteligentes SA, ADR^(a)		166		740
Oi SA, ADR		1,313		2,455
Oi SA, Class C, ADR		425		825
Petroleo Brasileiro SA, ADR		2,631		46,753
Telefonica Brasil SA, ADR		455		11,243
Tim Participacoes SA, ADR		249		4,771
Ultrapar Participacoes SA, Sponsored ADR		647		16,324


Security Description	Shares		Value
*Brazil (10.94%) (continued)*
Vale SA, Sponsored ADR		2,141	$	30,830

				270,910


*Chile (2.51%)*
Administradora de Fondos de Pensiones Provida SA, Sponsored ADR		17		1,563
Banco de Chile, ADR		36		3,204
Banco Santander Chile, ADR		244		5,941
Cencosud SA, ADR		556		8,718
Cia Cervecerais Unidas SA, ADR		86		2,294
Corpbanca SA, ADR		163		2,903
Embotelladora Andina SA, Class A, ADR		26		776
Embotelladora Andina SA, Class B, ADR		50		1,912
Empresa Nacional de Electricidad SA/Chile, Sponsored ADR		171		8,206
Enersis SA, Sponsored ADR		606		10,157
Latam Airlines Group SA, Sponsored ADR		484		8,635
Sociedad Quimica y Minera de Chile SA, Sponsored ADR		142		6,593
Vina Concha y Toro SA, Sponsored ADR		30		1,193

				62,095


*China (14.91%)*
21Vianet Group, Inc., ADR^(a)		48		439
51job, Inc., ADR^(a)		14		840
7 Days Group Holdings Ltd., ADR^(a)		31		423
Acorn International, Inc., ADR^(a)		9		21
Acquity Group Ltd., Sponsored ADR^(a)		4		51
Actions Semiconductor Co. Ltd., ADR^(a)		106		314
Agria Corp., ADR^(a)		43		45
AirMedia Group, Inc., ADR^(a)		67		125
Aluminum Corp. of China Ltd., ADR^(a)		246		2,426
ATA, Inc./China, ADR		10		43
AutoNavi Holdings Ltd., ADR^(a)		43		515
Baidu, Inc., Sponsored ADR^(a)		439		42,425
Bitauto Holdings Ltd., ADR^(a)		28		286
Bona Film Group Ltd., Sponsored ADR^(a)		12		57
Camelot Information Systems, Inc., ADR^(a)		62		110
Changyou.com Ltd., ADR		17		523
Charm Communications, Inc., ADR		10		51
China Digital TV Holding Co. Ltd., ADR		82		131
China Distance Education Holdings Ltd., ADR		14		85
China Eastern Airlines Corp. Ltd., ADR^(a)		50		837
China Finance Online Co. Ltd., ADR^(a)		19		29
China Hydroelectric Corp., ADR^(a)		38		93
China Life Insurance Co. Ltd., ADR		803		30,650

Semi-Annual Report | May 31, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
*China (14.91%) (continued)*
China Lodging Group Ltd., Sponsored ADR^(a)		28	$	447
China Ming Yang Wind Power Group Ltd., ADR^(a)		101		184
China Mobile Ltd., Sponsored ADR		1,662		86,092
China Nepstar Chain Drugstore Ltd., ADR^(a)		40		68
China New Borun Corp., ADR^(a)		12		17
China Petroleum & Chemical Corp., ADR		317		32,274
China Southern Airlines Co. Ltd., Sponsored ADR		55		1,252
China Sunergy Co. Ltd., ADR^(a)		8		15
China Techfaith Wireless Communication Technology Ltd., ADR^(a)		57		62
China Telecom Corp. Ltd., ADR		216		10,033
China Unicom Hong Kong Ltd., ADR		665		9,011
China Xiniya Fashion Ltd., Sponsored ADR^(a)		34		37
China Zenix Auto International Ltd., ADR^(a)		23		59
ChinaCache International Holdings Ltd., Sponsored ADR^(a)		22		100
ChinaEdu Corp., ADR^(a)		24		144
CNinsure, Inc., ADR^(a)		44		271
CNOOC Ltd., ADR		256		44,503
Concord Medical Services Holdings Ltd., Sponsored ADR^(a)		37		152
Country Style Cooking Restaurant Chain Co. Ltd., Sponsored ADR^(a)		11		75
Ctrip.com International Ltd., ADR^(a)		225		7,009
Daqo New Energy Corp., ADR^(a)		6		43
E-Commerce China Dangdang, Inc., Sponsored ADR^(a)		87		559
E-House China Holdings Ltd., ADR		111		551
eLong, Inc., Sponsored ADR^(a)		4		56
Giant Interactive Group, Inc., ADR		156		1,320
Guangshen Railway Co. Ltd., Sponsored ADR		44		966
Hanwha SolarOne Co. Ltd., Sponsored ADR^(a)		67		107
Home Inns & Hotels Management, Inc., ADR^(a)		15		435
Huaneng Power International, Inc., Sponsored ADR		124		5,008
IFM Investments Ltd., ADR^(a)		9		27
iSoftStone Holdings Ltd., ADR^(a)		69		326
JA Solar Holdings Co. Ltd., ADR^(a)		44		323
Jiayuan.com International Ltd., ADR		21		118
JinkoSolar Holding Co. Ltd., ADR^(a)		18		143
Kingtone Wirelessinfo Solution Holding Ltd., ADR^(a)		1		2
KongZhong Corp., ADR^(a)		40		264


Security Description	Shares		Value
*China (14.91%) (continued)*
Ku6 Media Co. Ltd., Sponsored ADR^(a)		21	$	27
LDK Solar Co. Ltd., ADR^(a)		103		160
Le Gaga Holdings Ltd., ADR^(a)		34		127
Lentuo International, Inc., Sponsored ADR^(a)		18		80
Linktone Ltd., ADR^(a)		27		101
Mecox Lane Ltd., ADR^(a)		7		19
Mindray Medical International Ltd., ADR		134		5,497
NetEase, Inc., ADR		114		7,288
New Oriental Education & Technology Group, Sponsored ADR		206		4,600
Ninetowns Internet Technology Group Co. Ltd., ADR^(a)		35		57
Noah Education Holdings Ltd., ADR^(a)		22		31
Noah Holdings Ltd., Sponsored ADR		27		333
NQ Mobile, Inc., ADR^(a)		18		146
O2Micro International Ltd., ADR^(a)		46		159
Ossen Innovation Co. Ltd., Sponsored ADR^(a)		13		9
Pactera Technology International Ltd., ADR^(a)		125		835
Perfect World Co. Ltd., Sponsored ADR		62		957
PetroChina Co. Ltd., ADR		346		40,025
Phoenix New Media Ltd., ADR^(a)		52		242
Qihoo 360 Technology Co. Ltd., ADR^(a)		120		5,257
RDA Microelectronics, Inc., Sponsored ADR		28		300
ReneSola Ltd., ADR^(a)		99		199
Renren, Inc., ADR^(a)		211		667
Semiconductor Manufacturing International Corp., ADR^(a)		732		2,935
Shanda Games Ltd., Sponsored ADR^(a)		119		490
Simcere Pharmaceutical Group, ADR^(a)		31		290
Sinopec Shanghai Petrochemical Co. Ltd., Sponsored ADR		37		1,336
Sky-mobi Ltd., Sponsored ADR^(a)		15		52
SouFun Holdings Ltd., ADR		26		695
Spreadtrum Communications, Inc., ADR		60		1,168
TAL Education Group, ADR		53		577
Taomee Holdings Ltd., Sponsored ADR^(a)		16		62
The9 Ltd., ADR^(a)		29		92
Trina Solar Ltd., Sponsored ADR^(a)		120		701
Vimicro International Corp., ADR^(a)		30		43
Vipshop Holdings Ltd., ADR^(a)		23		689
VisionChina Media, Inc., ADR^(a)		5		11
WSP Holdings Ltd., ADR^(a)		5		15
WuXi PharmaTech Cayman, Inc., ADR^(a)		110		2,252

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May 31, 2013 (Unaudited)


Security Description	Shares		Value
*China (14.91%) (continued)*
Xinyuan Real Estate Co. Ltd., ADR		51	$	224
Xueda Education Group, Sponsored ADR		45		142
Yanzhou Coal Mining Co. Ltd., Sponsored ADR		307		3,088
Yingli Green Energy Holding Co. Ltd., ADR^(a)		166		473
Youku Tudou, Inc., ADR^(a)		199		4,070
YY, Inc., ADR^(a)		12		344
Zuoan Fashion Ltd., Sponsored ADR^(a)		14		38

				369,475


*Colombia (0.99%)*
Bancolombia SA, Sponsored ADR		133		7,701
Ecopetrol SA, Sponsored ADR		386		16,733

				24,434


*Egypt (0.33%)*
Commercial International Bank Egypt SAE, GDR^(b)		934		4,670
Egyptian Financial Group-Hermes Holding, GDR^(a)		250		525
Orascom Telecom Holding SAE, GDR^(a)(b)		822		2,680
Orascom Telecom Media And Technology Holding SAE, GDR		788		236

				8,111


*India (7.07%)*
Axis Bank Ltd., GDR^(b)		359		9,348
Dr. Reddy’s Laboratories Ltd., ADR		130		4,806
GAIL India Ltd., GDR^(b)		79		2,716
HDFC Bank Ltd., ADR		618		24,868
ICICI Bank Ltd., Sponsored ADR		456		20,506
Infosys Ltd., Sponsored ADR		779		32,523
Larsen & Toubro Ltd., GDR^(b)		230		5,778
Mahindra & Mahindra Ltd., Sponsored GDR		472		8,095
Ranbaxy Laboratories Ltd., Sponsored GDR^(a)(b)		198		1,375
Rediff.Com India Ltd., ADR^(a)		23		64
Reliance Industries Ltd., Sponsored GDR^(c)		1,264		36,239
Sify Technologies Ltd., Sponsored ADR^(a)		38		75
State Bank of India, GDR^(b)		105		7,712
Sterlite Industries India Ltd., ADR		316		2,092
Tata Communications Ltd., ADR		53		379
Tata Motors Ltd., Sponsored ADR		294		8,064
Tata Steel Ltd., GDR^(b)		366		1,965
Wipro Ltd., ADR		944		7,205
WNS Holdings Ltd., ADR^(a)		80		1,288

				175,098


Security Description	Shares		Value
*Indonesia (0.71%)*
Telekomunikasi Indonesia Persero Tbk PT, Sponsored ADR		388	$	17,538


*Kazakhstan (0.26%)*
Halyk Savings Bank of Kazakhstan JSC, GDR^(b)		140		1,021
Kazkommertsbank JSC, GDR^(a)(b)		220		438
KazMunaiGas Exploration Production JSC, GDR^(b)		258		4,012
Zhaikmunai LP, GDR^(b)		95		1,109

				6,580


*Lebanon (0.23%)*
Banque Audi SAL-Audi Saradar Group, GDR^(b)		409		2,781
BLOM Bank SAL, GDR^(b)		108		950
Solidere, GDR^(b)		166		2,017

				5,748


*Mexico (6.59%)*
America Movil SAB de CV, Series A, ADR		60		1,198
America Movil SAB de CV, Series L, ADR		2,786		55,469
Cemex SAB de CV, Sponsored ADR^(a)		1,816		20,884
Coca-Cola Femsa SAB de CV, Sponsored ADR		40		5,854
Desarrolladora Homex SAB de CV, ADR^(a)		57		268
Empresas ICA SAB de CV, Sponsored ADR^(a)		224		1,615
Fomento Economico Mexicano SABde CV, Sponsored ADR		309		33,554
Gruma SAB de CV, Sponsored ADR^(a)		59		1,048
Grupo Aeroportuario del Centro Norte SAB de CV, ADR		39		1,088
Grupo Aeroportuario del Pacifico SAB de CV, ADR		58		3,049
Grupo Aeroportuario del Sureste SAB de CV, ADR^(a)		28		3,356
Grupo Financiero Santander Mexico SAB de CV, Class B, ADR^(a)		1,041		16,469
Grupo Simec SAB de CV, Sponsored ADR^(a)		50		684
Grupo Televisa SAB de CV, Sponsored ADR		629		16,404
Industrias Bachoco SAB de CV, Sponsored ADR		12		413
Ternium SA, Sponsored ADR		83		1,934

				163,287

Nigeria (0.33%)
Guaranty Trust Bank PLC, GDR^(b)		913		8,126

Semi-Annual Report | May 31, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
*Oman (0.08%)*
BankMuscat SAOG, GDR^(b)		303	$	2,121

*Peru (0.25%)*
Cementos Pacasmayo SAA, ADR		72		918
Cia de Minas Buenaventura SA, ADR		289		5,188

				6,106


*Phillipines (0.38%)*
Philippine Long Distance Telephone Co., Sponsored ADR		130		9,357


*Russia (14.13%)*
AFI Development PLC, GDR^(a)(b)		295		189
Cherkizovo Group OJSC, GDR^(a)(b)		51		519
Etalon Group Ltd., GDR^(a)(b)		186		706
Eurasia Drilling Co. Ltd., GDR^(b		49		2,021
Federal Hydrogenerating Co. JSC, ADR^(a)		1,939		2,806
Gazprom Neft OAO, Sponsored ADR^(a)		59		1,120
Gazprom OAO, Sponsored ADR^(a)		9,416		71,185
Global Ports Investments PLC, GDR^(b)		61		826
Globaltrans Investment PLC, Sponsored GDR^(b)		159		2,417
Hydraulic Machines and Systems Group PLC, GDR^(b)		52		190
IG Seismic Service PLC, GDR^(a)(b)		8		216
LSR Group, GDR^(b)		412		1,493
Lukoil OAO, Sponsored ADR		838		49,526
Magnit OJSC, Sponsored GDR^(a)(b)		476		26,061
Magnitogorsk Iron & Steel Works, Sponsored GDR^(b)		398		1,158
Mail.ru Group Ltd., GDR^(b)		125		3,490
Mechel, Sponsored ADR		215		645
MegaFon OAO, GDR^(a)		145		4,534
MMC Norilsk Nickel OJSC, ADR		1,013		14,668
Mobile Telesystems OJSC, Sponsored ADR		793		15,281
NOMOS-BANK, GDR^(a)(b)		15		199
Nord Gold NV, GDR^(a)(b)		66		165
NovaTek OAO, Sponsored GDR^(b)		131		14,698
Novolipetsk Steel OJSC, GDR^(b)		103		1,435
Novorossiysk Commercial Sea Port PJSC, GDR^(b)		88		581
O’Key Group SA, GDR^(b)		58		722
Pharmstandard OJSC, GDR^(a)(b)		109		2,467
Phosagro OAO, GDR^(b)		127		1,665
PIK Group, GDR^(a)(b)		449		885
Ros Agro PLC, GDR^(a)(b)		46		253
Rosneft OAO, GDR^(b)		1,659		11,024
Rostelecom OJSC, Sponsored ADR		376		7,144
Sberbank of Russia, Sponsored ADR^(a)		4,132		51,071


Security Description	Shares		Value
*Russia (14.13%) (continued)*
Severstal OAO, GDR^(b)		275	$	2,159
Sistema JSFC, Sponsored GDR^(b)		273		5,212
Surgutneftegas OAO, Sponsored ADR^(a)		1,509		11,423
Tatneft OAO, Sponsored ADR^(a)		352		12,232
TMK OAO, GDR^(b)		84		921
Uralkali OJSC, Sponsored GDR^(b)		410		14,821
VimpelCom Ltd., Sponsored ADR		356		3,542
VTB Bank OJSC, GDR^(a)(b)		1,965		5,706
X5 Retail Group NV, GDR^(a)(b)		135		2,673

				350,049


*South Africa (2.40%)*
AngloGold Ashanti Ltd., Sponsored ADR		598		10,848
DRDGOLD Ltd., Sponsored ADR		61		358
Gold Fields Ltd., Sponsored ADR		1,143		6,938
Harmony Gold Mining Co. Ltd., Sponsored ADR		574		2,399
Sappi Ltd., Sponsored ADR^(a)		747		1,815
Sasol Ltd., Sponsored ADR		813		36,081
Sibanye Gold Ltd., Sponsored ADR^(a)		285		1,032

				59,471


*South Korea (16.14%)*
Gravity Co. Ltd., Sponsored ADR^(a)		18		19
Hyundai Motor Co., GDR^(b)		59		2,370
KB Financial Group, Inc., ADR		620		20,243
Korea Electric Power Corp., Sponsored ADR^(a)		884		10,414
KT Corp., Sponsored ADR		401		6,761
LG Display Co. Ltd., ADR^(a)		695		9,535
LG Electronics, Inc., GDR^(b)(c)		36		513
Lotte Shopping Co. Ltd., GDR^(c)		433		7,019
POSCO, ADR		544		38,434
Samsung Electronics Co. Ltd., GDR^(b)		385		260,260
Shinhan Financial Group Co. Ltd., ADR		768		27,325
SK Telecom Co. Ltd., ADR		557		11,307
Woori Finance Holdings Co. Ltd., ADR		182		5,709

				399,909


*Taiwan (8.86%)*
Acer, Inc., Sponsored GDR^(a)(b)		826		3,169
Advanced Semiconductor Engineering, Inc., ADR		1,858		7,804
AU Optronics Corp., Sponsored ADR^(a)		1,401		6,248
China Steel Corp., Sponsored GDR		1,008		16,955
Chunghwa Telecom Co. Ltd., ADR		610		19,130
Himax Technologies, Inc., ADR		148		1,067

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Security Description	Shares		Value
*Taiwan (8.86%) (continued)*
Hon Hai Precision Industry Co. Ltd., GDR^(b)		8,117	$	41,031
Silicon Motion Technology Corp., ADR		53		596
Siliconware Precision Industries Co., Sponsored ADR		918		5,278
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR		5,888		109,870
United Microelectronics Corp., Sponsored ADR		3,809		8,265

				219,413


*Turkey (1.13%)*
Turkcell Iletisim Hizmetleri AS, ADR^(a)		496		7,624
Turkiye Garanti Bankasi AS, ADR		3,617		20,309

				27,933

*Ukraine (0.04%)*
Avangardco Investments Public Ltd., GDR^(a)		23		222
MHP SA, GDR^(b)		37		688

				910

TOTAL COMMON STOCKS (Cost $2,222,201)				2,194,990


PREFERRED STOCK (10.55%)
*Argentina (0.03%)*
Nortel Inversora SA, Class B, ADR		41		699


*Brazil (9.28%)*
Centrais Eletricas Brasileiras SA, Class B, ADR		357		1,703
Cia Brasileira de Distribuicao Grupo Pao de Acucar, Sponsored ADR		222		10,914
Cia de Bebidas das Americas, ADR		1,208		45,989
Cia Paranaense de Energia, Sponsored ADR		157		2,444
Itau Unibanco Holding SA, ADR		4,011		60,325
Petroleo Brasileiro SA, Class A, Sponsored ADR		3,382		63,040
Vale SA, Sponsored ADR		3,377		45,522

				229,937

*Russia (0.00%)^(d)*
Mechel, Sponsored ADR		178		157


*South Korea (1.24%)*
Samsung Electronics Co. Ltd., GDR^(b)		71		30,636


TOTAL PREFERRED STOCK (Cost $272,588)				261,429


	7 Day Yield			Shares		Value
SHORT TERM INVESTMENTS (0.34%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000	%^(e)		8,343	$	8,343


TOTAL SHORT TERM INVESTMENTS (Cost $8,343)							8,343


TOTAL INVESTMENTS (99.50%) (Cost $2,503,132)						$	2,464,762

NET OTHER ASSETS AND LIABILITIES (0.50%)							12,253


NET ASSETS (100.00%)						$	2,477,015

^(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. At the period end, the aggregate market values of these securities were $502,358, representing 20.28% of the Fund’s net assets.

^(c)

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 $ 43,771, representing 1.77% of the Fund’s net assets.

^(d)

Less than 0.005%.

^(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 de CV - A variable capital company.

Semi-Annual Report | May 31, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Markets DR ETF

May 31, 2013 (Unaudited)

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.

SAOG - Societe Anonyme Omanaise Generale the term for an

Open Joint Stock Company in Oman.

Tbk PT - Terbuka Perseroan Terbatas is an Indonesian term

for a limited liability company.

See Notes to Financial Statements.

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May 31, 2013 (Unaudited)


Security Description	Shares		Value
COMMON STOCKS (99.47%)
*Chemicals: Agricultural (6.16%)*
Phosagro OAO, GDR^(a)		3,222	$	42,241
Uralkali OJSC, Sponsored GDR^(a)		2,948		106,570

				148,811


*Construction Materials (0.63%)*
LSR Group, GDR^(a)		4,220		15,293


*Contract Drilling (1.23%)*
Eurasia Drilling Co. Ltd., GDR^(a)		723		29,824


*Electric Utilities (1.22%)*
Federal Hydrogenerating Co. JSC, ADR^(b)		20,301		29,376


*Food Retail (7.91%)*
Magnit OJSC, Sponsored GDR^(a)(b)		2,460		134,685
O’Key Group SA, GDR^(a)		1,673		20,829
X5 Retail Group NV, GDR^(a)(b)		1,800		35,640

				191,154


*Homebuilding (1.29%)*
Etalon Group Ltd., GDR^(a)(b)		4,299		16,311
PIK Group, GDR^(a)(b)		7,547		14,875

				31,186


*Integrated Oil (35.79%)*
Gazprom Neft OAO, Sponsored ADR^(b)		1,048		19,901
Gazprom OAO, Sponsored ADR^(b)		65,701		496,700
Lukoil OAO, Sponsored ADR		1,678		99,170
NovaTek OAO, Sponsored GDR^(a)		638		71,584
Rosneft OAO, GDR^(a)		13,532		89,920
Surgutneftegas OAO, Sponsored ADR^(b)		11,557		87,486

				864,761


*Internet Software/Services (1.50%)*
Mail.ru Group Ltd., GDR^(a)		1,299		36,268


*Major Communications (2.12%)*
Sistema JSFC, Sponsored GDR^(a)		2,684		51,238


*Oil & Gas Production (3.75%)*
Tatneft OAO, Sponsored ADR^(b)		2,606		90,558


*Oilfield Services/Equipment (1.55%)*
Global Ports Investments
PLC, GDR^(a)		1,445		19,565
TMK OAO, GDR^(a)		1,625		17,810

				37,375


*Other Metals/Minerals (3.37%)*
MMC Norilsk Nickel OJSC, ADR		5,623		81,421


Security Description	Shares		Value
*Other Transportation (0.62%)*
Novorossiysk Commercial Sea Port PJSC, GDR^(a)		2,280	$	15,048


*Pharmaceuticals: Other (1.39%)*
Pharmstandard OJSC, GDR^(a)(b)		1,486		33,628


*Railroads (1.31%)*
Globaltrans Investment PLC, Sponsored GDR^(a)		2,075		31,540


Regional Banks (16.88%)
Sberbank of Russia, Sponsored ADR^(b)		28,782		355,745
VTB Bank OJSC, GDR^(a)(b)		17,941		52,101

				407,846


*Specialty Communications (2.58%)*
Rostelecom OJSC, Sponsored ADR		3,281		62,339


*Steel (2.49%)*
Mechel, Sponsored ADR^(b)		4,297		12,891
Novolipetsk Steel OJSC, GDR^(a)		1,537		21,410
Severstal OAO, GDR^(a)		3,309		25,976

				60,277


*Wireless Telecommunications (7.68%)*
MegaFon OAO, GDR^(b)		1,519		47,499
Mobile Telesystems OJSC, Sponsored ADR		5,250		101,167
VimpelCom Ltd., Sponsored ADR		3,709		36,905

				185,571


TOTAL COMMON STOCKS
(Cost $2,502,687)				2,403,514


	7 Day Yield			Shares		Value
SHORT TERM INVESTMENTS (0.13%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000	%^(c)		3,086		3,086


TOTAL SHORT TERM INVESTMENTS (Cost $3,086)							3,086


TOTAL INVESTMENTS (99.60%) (Cost $2,505,773)						$	2,406,600

NET OTHER ASSETS AND LIABILITIES (0.40%)							9,661


NET ASSETS (100.00%)						$	2,416,261

Semi-Annual Report | May 31, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Russia Select DR ETF

May 31, 2013 (Unaudited)

^(a)

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 $882,354, representing 36.52% of the Fund’s net assets.

^(b)

Non-income producing security.

^(c)

Less than 0.0005%.

Common Abbreviations:

ADR - American Depositary Receipt.

GDR - Global Depositary Receipt.

JSC - Joint Stock Company.

JSFC - Joint Stock Financial Corporation.

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.

See Notes to Financial Statements.

www.velocitysharesetfs.com

LOGO

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Asia DR ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
COMMON STOCKS (96.95%)
*China (30.01%)*
21Vianet Group, Inc., ADR^(a)		200	$	1,828
51job, Inc., ADR^(a)		58		3,480
7 Days Group Holdings Ltd., ADR^(a)		130		1,775
Acorn International, Inc., ADR^(a)		44		103
Acquity Group Ltd., Sponsored ADR^(a)		18		231
Actions Semiconductor Co. Ltd., ADR^(a)		446		1,320
Agria Corp., ADR^(a)		180		189
AirMedia Group, Inc., ADR^(a)		286		532
Aluminum Corp. of China Ltd., ADR^(a)		1,040		10,254
ATA, Inc./China, ADR		42		182
AutoNavi Holdings Ltd., ADR^(a)		184		2,204
Baidu, Inc., Sponsored ADR^(a)		1,809		174,822
Bitauto Holdings Ltd., ADR^(a)		116		1,184
Bona Film Group Ltd., Sponsored ADR^(a)		48		228
Camelot Information Systems, Inc., ADR^(a)		258		459
Changyou.com Ltd., ADR		70		2,152
Charm Communications, Inc., ADR		42		215
China Digital TV Holding Co. Ltd., ADR		348		557
China Distance Education Holdings Ltd., ADR		58		353
China Eastern Airlines Corp. Ltd., ADR^(a)		208		3,484
China Finance Online Co. Ltd., ADR^(a)		80		122
China Hydroelectric Corp., ADR^(a)		164		402
China Life Insurance Co. Ltd., ADR		3,322		126,801
China Lodging Group Ltd., Sponsored ADR^(a)		116		1,852
China Ming Yang Wind Power Group Ltd., ADR^(a)		426		775
China Mobile Ltd., Sponsored ADR		7,011		363,170
China Nepstar Chain Drugstore Ltd., ADR^(a)		172		294
China New Borun Corp., ADR^(a)		50		69
China Petroleum & Chemical Corp., ADR		1,314		133,778
China Southern Airlines Co. Ltd., Sponsored ADR		228		5,189
China Sunergy Co. Ltd., ADR^(a)		32		59
China Techfaith Wireless Communication Technology Ltd., ADR^(a)		238		257
China Telecom Corp. Ltd., ADR		941		43,709
China Unicom Hong Kong Ltd., ADR		2,873		38,929


Security Description	Shares		Value
*China (30.01%) (continued)*
China Xiniya Fashion Ltd., Sponsored ADR^(a)		142	$	156
China Zenix Auto International Ltd., ADR^(a)		102		263
ChinaCache International Holdings Ltd., Sponsored ADR^(a)		90		411
ChinaEdu Corp., ADR^(a)		100		599
CNinsure, Inc., ADR^(a)		188		1,160
CNOOC Ltd., ADR		1,075		186,878
Concord Medical Services Holdings Ltd., Sponsored ADR^(a)		154		633
Country Style Cooking Restaurant Chain Co. Ltd., Sponsored ADR^(a)		44		302
Ctrip.com International Ltd., ADR^(a)		948		29,530
Daqo New Energy Corp., ADR^(a)		24		172
E-Commerce China Dangdang, Inc., Sponsored ADR^(a)		368		2,363
E-House China Holdings Ltd., ADR		466		2,311
eLong, Inc., Sponsored ADR^(a)		14		197
Giant Interactive Group, Inc., ADR		654		5,533
Guangshen Railway Co. Ltd., Sponsored ADR		188		4,127
Hanwha SolarOne Co. Ltd., Sponsored ADR^(a)		278		445
Home Inns & Hotels Management, Inc., ADR^(a)		68		1,971
Huaneng Power International, Inc., Sponsored ADR		522		21,084
IFM Investments Ltd., ADR^(a)		40		119
iSoftStone Holdings Ltd., ADR^(a)		294		1,391
JA Solar Holdings Co. Ltd., ADR^(a)		190		1,395
Jiayuan.com International Ltd., ADR		86		485
JinkoSolar Holding Co. Ltd., ADR^(a)		74		588
Kingtone Wirelessinfo Solution Holding Ltd., ADR^(a)		4		9
KongZhong Corp., ADR^(a)		168		1,109
Ku6 Media Co. Ltd., Sponsored ADR^(a)		88		114
LDK Solar Co. Ltd., ADR^(a)		406		629
Le Gaga Holdings Ltd., ADR^(a)		148		554
Lentuo International, Inc., Sponsored ADR^(a)		76		336
Linktone Ltd., ADR^(a)		110		411
Mecox Lane Ltd., ADR^(a)		30		82
Mindray Medical International Ltd., ADR		568		23,299
NetEase, Inc., ADR		486		31,070
New Oriental Education & Technology Group, Sponsored ADR		868		19,382

Semi-Annual Report | May 31, 2013

SCHEDULE OF INVESTMENTS

VelocityShares Emerging Asia DR ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
*China (30.01%) (continued)*
Ninetowns Internet Technology Group Co. Ltd., ADR^(a)		146	$	237
Noah Education Holdings Ltd., ADR^(a)		92		131
Noah Holdings Ltd., Sponsored ADR		118		1,456
NQ Mobile, Inc., ADR^(a)		76		617
O2Micro International Ltd., ADR^(a)		198		683
Ossen Innovation Co. Ltd., Sponsored ADR^(a)		54		38
Pactera Technology International Ltd., ADR^(a)		526		3,514
Perfect World Co. Ltd., Sponsored ADR		264		4,074
PetroChina Co. Ltd., ADR		1,412		163,340
Phoenix New Media Ltd., ADR^(a)		222		1,035
Qihoo 360 Technology Co. Ltd., ADR^(a)		506		22,168
RDA Microelectronics, Inc., Sponsored ADR		144		1,542
ReneSola Ltd., ADR^(a)		416		836
Renren, Inc., ADR^(a)		890		2,812
Semiconductor Manufacturing International Corp., ADR^(a)		3,082		12,359
Shanda Games Ltd., Sponsored ADR^(a)		498		2,052
Simcere Pharmaceutical Group, ADR^(a)		128		1,196
Sinopec Shanghai Petrochemical Co. Ltd., Sponsored ADR		154		5,559
Sky-mobi Ltd., Sponsored ADR^(a)		62		213
SouFun Holdings Ltd., ADR		114		3,049
Spreadtrum Communications, Inc., ADR		254		4,943
TAL Education Group, ADR		226		2,459
Taomee Holdings Ltd., Sponsored ADR^(a)		66		256
The9 Ltd., ADR^(a)		122		387
Trina Solar Ltd., Sponsored ADR^(a)		504		2,943
Vimicro International Corp., ADR^(a)		124		179
Vipshop Holdings Ltd., ADR^(a)		94		2,817
VisionChina Media, Inc., ADR^(a)		22		50
WSP Holdings Ltd., ADR^(a)		26		79
WuXi PharmaTech Cayman, Inc., ADR^(a)		462		9,457
Xinyuan Real Estate Co. Ltd., ADR		212		931
Xueda Education Group, Sponsored ADR		186		586
Yanzhou Coal Mining Co. Ltd., Sponsored ADR		1,292		12,998
Yingli Green Energy Holding Co. Ltd., ADR^(a)		696		1,984
Youku Tudou, Inc., ADR^(a)		838		17,137
YY, Inc., ADR^(a)		52		1,490
Zuoan Fashion Ltd., Sponsored ADR^(a)		56		151

				1,545,824


Security Description	Shares		Value
*India (14.24%)*
Axis Bank Ltd., GDR^(b)		1,510	$	39,320
Dr. Reddy’s Laboratories Ltd., ADR		546		20,186
GAIL India Ltd., GDR^(b)		334		11,483
HDFC Bank Ltd., ADR		2,590		104,222
ICICI Bank Ltd., Sponsored ADR		1,881		84,588
Infosys Ltd., Sponsored ADR		3,230		134,852
Larsen & Toubro Ltd., GDR^(b)		974		24,467
Mahindra & Mahindra Ltd., Sponsored GDR		1,984		34,026
Ranbaxy Laboratories Ltd., Sponsored GDR^(a)(b)		832		5,778
Rediff.Com India Ltd., ADR^(a)		96		265
Reliance Industries Ltd., Sponsored GDR^(c)		5,293		151,750
Sify Technologies Ltd., Sponsored ADR^(a)		164		323
State Bank of India, GDR^(b)		442		32,465
Sterlite Industries India Ltd., ADR		1,330		8,805
Tata Communications Ltd., ADR		226		1,614
Tata Motors Ltd., Sponsored ADR		1,265		34,699
Tata Steel Ltd., GDR^(b)		1,538		8,259
Wipro Ltd., ADR		4,080		31,132
WNS Holdings Ltd., ADR^(a)		340		5,474

				733,708


*Indonesia (1.45%)*
Telekomunikasi Indonesia Persero Tbk PT, Sponsored ADR		1,655		74,806


*Phillipines (0.79%)*
Philippine Long Distance Telephone Co., Sponsored ADR		567		40,813


*South Korea (32.63%)*
Gravity Co. Ltd., Sponsored ADR^(a)		76		81
Hyundai Motor Co., GDR^(b)		246		9,882
KB Financial Group, Inc., ADR		2,598		84,825
Korea Electric Power Corp., Sponsored ADR^(a)		3,826		45,070
KT Corp., Sponsored ADR		1,763		29,724
LG Display Co. Ltd., ADR		3,003		41,201
LG Electronics, Inc., GDR^(b)(c)		150		2,136
Lotte Shopping Co. Ltd., GDR^(c)		1,828		29,632
POSCO, ADR		2,226		157,267
Samsung Electronics Co. Ltd., GDR^(b)		1,619		1,094,444
Shinhan Financial Group Co. Ltd., ADR		3,178		113,073
SK Telecom Co. Ltd., ADR		2,400		48,720
Woori Finance Holdings Co. Ltd., ADR		787		24,688

				1,680,743

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SCHEDULE OF INVESTMENTS

VelocityShares Emerging Asia DR ETF

May 31, 2013 (Unaudited)


Security Description	Shares		Value
*Taiwan (17.83%)*
Acer, Inc., Sponsored GDR^(a)(b)		3,478	$	13,342
Advanced Semiconductor Engineering, Inc., ADR		8,024		33,701
AU Optronics Corp., Sponsored ADR^(a)		5,966		26,608
China Steel Corp., Sponsored GDR		4,005		67,364
Chunghwa Telecom Co. Ltd., ADR		2,558		80,219
Himax Technologies, Inc., ADR		626		4,513
Hon Hai Precision Industry Co. Ltd., GDR^(b)		33,854		171,132
Silicon Motion Technology Corp., ADR		228		2,563
Siliconware Precision Industries Co., Sponsored ADR		3,966		22,804
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR		24,682		460,566
United Microelectronics Corp., Sponsored ADR		16,546		35,905

				918,717


TOTAL COMMON STOCKS (Cost $4,878,180)				4,994,611


PREFERRED STOCKS (2.57%)
*South Korea (2.57%)*
Samsung Electronics Co. Ltd., GDR^(b)		307		132,471


TOTAL PREFERRED STOCKS (Cost $115,041)				132,471


	7 Day Yield			Shares		Value
SHORT TERM INVESTMENTS (0.04%)
Dreyfus Treasury Prime Cash Management, Institutional Class		0.000	%^(d)		1,868		1,868


TOTAL SHORT TERM INVESTMENTS (Cost $1,868)							1,868


TOTAL INVESTMENTS (99.56%) (Cost $4,995,089)						$	5,128,950

NET OTHER ASSETS AND LIABILITIES (0.44%)							22,754


NET ASSETS (100.00%)						$	5,151,704

^(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. At the period end, the aggregate market values of these securities were $1,545,178, representing 30.00% of the Fund’s net assets.

^(c)

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 $183,518, representing 3.56% 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.

Semi-Annual Report | May 31, 2013

STATEMENTS OF ASSETS & LIABILITIES

May 31, 2013 (Unaudited)


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF
ASSETS:
Investments, at value	$	2,464,762		$	2,406,600		$	5,128,949
Cash		484			–			–
Receivable for investments sold		514			–			2,122
Dividends receivable		12,674			11,064			23,540
Total Assets		2,478,434			2,417,664			5,154,611

LIABILITIES:
Payable to advisor		1,419			1,403			2,907
Total Liabilities		1,419			1,403			2,907
NET ASSETS	$	2,477,015		$	2,416,261		$	5,151,704


NET ASSETS CONSIST OF:
Paid-in capital	$	2,512,192		$	2,617,099		$	5,000,050
Accumulated net investment income		20,040			14,313			18,031
Accumulated net realized loss on investments		(16,847	)		(115,978	)		(237	)
Net unrealized appreciation/(depreciation) on investments		(38,370	)		(99,173	)		133,860
NET ASSETS	$	2,477,015		$	2,416,261		$	5,151,704


INVESTMENTS, AT COST	$	2,503,132		$	2,505,773		$	4,995,089

PRICING OF SHARES
Net Assets	$	2,477,015		$	2,416,261		$	5,151,704
Shares of beneficial interest outstanding (Unlimited number of shares authorized, par value $0.01per share)		50,001			50,001			100,001
Net Asset Value, offering and redemption price per share	$	49.54		$	48.32		$	51.52

See Notes to Financial Statements.

www.velocitysharesetfs.com

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STATEMENTS OF OPERATIONS

For the Period April 5, 2013 (Inception) to

May 31, 2013 (Unaudited)


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF
INVESTMENT INCOME:
Dividends^(a)	$	23,112		$	17,344		$	22,934
Total Investment Income		23,112			17,344			22,934

EXPENSES:
Investment advisory fee		3,072			3,031			4,903
Total Expenses		3,072			3,031			4,903
NET INVESTMENT INCOME		20,040			14,313			18,031

Net realized loss on investments		(16,847	)		(115,978	)		(237	)
Net change in unrealized appreciation/(depreciation) on investments		(38,370	)		(99,173	)		133,860
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS		(55,217	)		(215,151	)		133,623
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(35,177	)	$	(200,838	)	$	151,654

^(a)

Net of foreign withholding tax of $1,514, $2,624, and $2,168, respectively.

See Notes to Financial Statements.

Semi-Annual Report | May 31, 2013

STATEMENT OF CHANGES IN NET ASSETS

For the Period April 5, 2013 (Inception) to

May 31, 2013 (Unaudited)


	VelocityShares Emerging Markets DR ETF			VelocityShares Russia Select DR ETF			VelocityShares Emerging Asia DR ETF
OPERATIONS:
Net investment income	$	20,040		$	14,313		$	18,031
Net realized loss on investments		(16,847	)		(115,978	)		(237	)
Net change in unrealized appreciation/ (depreciation) on investments		(38,370	)		(99,173	)		133,860
Net increase/(decrease) in net assets resulting from operations		(35,177	)		(200,838	)		151,654

SHARE TRANSACTIONS:
Proceeds from sale of shares		5,000,050			5,000,050			5,000,050
Cost of shares redeemed		(2,487,858	)		(2,382,951	)		–
Net increase from share transactions		2,512,192			2,617,099			5,000,050
Net increase in net assets		2,477,015			2,416,261			5,151,704

NET ASSETS:
Beginning of period		–			–			–
End of period*	$	2,477,015		$	2,416,261		$	5,151,704


*Including accumulated net investment income of:	$	20,040		$	14,313		$	18,031

OTHER INFORMATION:
SHARE TRANSACTIONS:
Beginning shares		–			–			–
Shares sold		100,001			100,001			100,001
Shares redeemed		(50,000	)		(50,000	)		–
Shares outstanding, end of period		50,001			50,001			100,001

See Notes to Financial Statements.

www.velocitysharesetfs.com


		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
	For the Period April 5, 2013 (Inception) Through May 31, 2013 (Unaudited)^(a)			For the Period April 5, 2013 (Inception) Through May 31, 2013 (Unaudited)^(a)			For the Period April 5, 2013 (Inception) Through May 31, 2013 (Unaudited)^(a)
NET ASSET VALUE, BEGINNING OF PERIOD	$	50.00		$	50.00		$	50.00

INCOME/(LOSS) FROM OPERATIONS:
Net investment income^(b)		0.32			0.23			0.18
Net realized and unrealized gain/(loss) on investments		(0.78	)		(1.91	)		1.34
Total from Investment Operations		(0.46	)		(1.68	)		1.52


NET INCREASE/(DECREASE) IN NET ASSET VALUE		(0.46	)		(1.68	)		1.52
NET ASSET VALUE, END OF PERIOD	$	49.54		$	48.32		$	51.52

TOTAL RETURN^(c)		(0.92	)%		(3.36	)%		3.04	%

RATIOS/ SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)	$	2,477		$	2,416		$	5,152

RATIOS TO AVERAGE NET ASSETS:
Net investment income^(d)		4.24	%		3.07	%		2.39	%
Operating expenses^(d)		0.65	%		0.65	%		0.65	%
PORTFOLIO TURNOVER RATE^(e)		1	%		5	%		0	%

^(a)

The Velocityshares Emerging Markets ETF, the Velocity Shares Russia Select DR ETF and the VelocityShares Emerging Asia DR ETF commenced operations on April 5, 2013.

^(b)

Calculated using average shares outstanding.

^(c)

^(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.

Semi-Annual Report | May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

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 May 31, 2013, the Trust consists of thirteen 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 and Velocity Shares Emerging Asia DR ETF (each a “Fund” and collectively, the “Funds”). The Funds commenced operations on April 5, 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 “Underlying 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 “Underlying Index”).

The investment objective of the Velocity Shares 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 “Underlying Index”).

Each Fund’s Shares (“Shares”) are listed on The NASDAQ Stock Market LLC (“NASDAQ”). 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 NASDAQ, 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.

www.velocitysharesetfs.com


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

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. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year end: accordingly, tax basis balances have not been determined as of May 31, 2013.

As of May 31, 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)
VelocityShares Emerging Markets DR ETF	$	2,503,144	$	81,492	$	(119,873	)	$	(38,381	)
VelocityShares Russia Select DR ETF	$	2,505,991	$	53,046	$	(152,437	)	$	(99,391	)
VelocityShares Emerging Asia DR ETF	$	4,995,089	$	261,975	$	(128,115	)	$	133,860

F. Income Taxes

As of and during the period ended May 31, 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’ inception date was April 5, 2013, no tax returns have been filed as of the date of this report.

Semi-Annual Report | May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

G. Fair Value Measurements


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 Fund’s investments at May 31, 2013:

VelocityShares Emerging Markets DR ETF


Investments in Securities at Value*	Level 1			Level 2			Level 3			Total
Common Stocks		$	2,194,990		$	–		$	–		$	2,194,990
Preferred Stocks			261,429			–			–			261,429
Short Term Investments			8,343			–			–			8,343
TOTAL		$	2,464,762		$	–		$	–		$	2,464,762


VelocityShares Emerging Russia Select DR ETF
Investments in Securities at Value*	Level 1			Level 2			Level 3			Total
Common Stocks		$	2,403,514		$	–		$	–		$	2,403,514
Short Term Investments			3,086			–			–			3,086
TOTAL		$	2,406,600		$	–		$	–		$	2,406,600


VelocityShares Emerging Asia DR ETF
Investments in Securities at Value*	Level 1			Level 2			Level 3			Total
Common Stocks		$	4,994,611		$	–		$	–		$	4,994,611
Preferred Stocks			132,471			–			–			132,471
Short Term Investments			1,868			–			–			1,868
TOTAL		$	5,128,950		$	–		$	–		$	5,128,950

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

www.velocitysharesetfs.com


		NOTES TO FINANCIAL STATEMENTS
		May 31, 2013 (Unaudited)

Each Fund recognizes transfers between levels as of the end of the period. For the period ended May 31, 2013, each Fund did not have any transfers between Level 1 and Level 2 securities. Each 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 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%

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.

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

4. PURCHASES AND SALES OF SECURITIES

For the period ended May 31, 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		$	44,674		$	25,330
VelocityShares Russia Select DR ETF		$	173,015		$	132,470
VelocityShares Emerging Asia DR ETF		$	80,101		$	21,870

For the period ended May 31, 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		$	2,487,766
VelocityShares Russia Select DR ETF		$	4,961,152		$	2,383,032
VelocityShares Emerging Asia DR ETF		$	4,935,228		$	–

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

Semi-Annual Report | May 31, 2013

NOTES TO FINANCIAL STATEMENTS

May 31, 2013 (Unaudited)

5. CAPITAL SHARE TRANSACTIONS

6. INDEMNIFICATIONS

www.velocitysharesetfs.com


		ADDITIONAL INFORMATION
		May 31, 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.

Semi-Annual Report | May 31, 2013

BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT

May 31, 2013 (Unaudited)

At an in-person meeting held on December 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 Emerging Markets DR ETF, VelocityShares Russia Select DR ETF, and Velocity Shares Emerging Asia DR ETF, (collectively, “VS ETFs”). The Independent Trustees also met separately to consider the Advisory Agreement.

In evaluating the Advisory Agreement for the VS ETFs, the Board considered various factors, including (i) the nature, extent and quality of the services expected to be provided by the Adviser with respect to the funds under the Advisory Agreement, (ii) costs to the Adviser of its services; and (iii) the extent to which economies of scale would be realized if and as each Fund’s assets increase and whether the fee levels in the Advisory Agreement reflect these economies of scale.

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

With respect to the nature, extent and quality of the services to be provided by the Adviser under the Advisory Agreement, the Board considered and reviewed information concerning the services proposed to be provided under the Advisory Agreement, the proposed investment parameters of the indices for the VS ETFs, 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 VS ETFs, the anticipated financial support, 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 the VS ETFs are expected to be satisfactory.

With respect to the costs of services to be provided and profits to be realized by the Adviser, the Board considered the resources involved in managing the VS ETFs as well as the fact that the Adviser agreed to pay all of the VS ETFs’ expenses (except for interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) out of the unitary advisory fee. Based on its review, the Board concluded that the expected profitability of the VS ETFs to the Adviser was not unreasonable.

The Board reviewed the comparative fee information, including Lipper data. Based on its review, the Board concluded that the fees proposed to be charged (i.e. 0.65% for the VS ETFs), were competitive. The Board considered the extent to which economies of scale would be realized as the VS ETFs grow and whether fee levels reflect a reasonable sharing of such economies of scale for the benefit of each Fund’s investors. Because the VS ETFs are newly organized, the Board reviewed the unitary advisory fee proposed for the VS ETFs and anticipated expenses of each Fund and determined to review economies of scale in the future when the VS ETFs had attracted assets.

The Board also considered other benefits that may be realized by the Adviser from its relationship with the VS ETFs.

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

www.velocitysharesetfs.com

LOGO

This report has been prepared for shareholders of the ETFs described herein and may be distributed to others only if preceded or accompanied by a prospectus.

ALPS Portfolio Solutions Distributor, Inc., distributor for the ETFs.

VEL000133

Item 2.

Code of Ethics.

Not Applicable to this Report.

Item 3.

Audit Committee Financial Expert.

Not Applicable to this Report.

Item 4.

Principal Accountant Fees and Services.

Not Applicable to this Report.

Item 5.

Audit Committee of Listed Registrants.

Not applicable to Registrant.

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 to Registrant.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to Registrant.

Item 9.

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

Not applicable to Registrant.

Item 10.

Submission of Matters to a Vote of Security Holders.

No material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Trustees have been implemented after the Registrant’s last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11.

Controls and Procedures.

(a)

The Registrant’s principal executive and principal financial officers, or persons performing similar functions, 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 (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

No changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12.

Exhibits.


		(a)(1)		Not applicable to this Report.

		(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 (Principal Executive Officer)
		President

Date:		August 5, 2013

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 (Principal Executive Officer)
		President

Date:		August 5, 2013

By:		/s/ Patrick D. Buchanan
		Patrick D. Buchanan (Principal Financial Officer)
		Treasurer

Date:		August 5, 2013

At November 30, 2012, the Fund had available for tax purposes unused post-enactment capital loss carry forwards as follows:

Short-Term

Long-Term