Correspondence 0001398344-24-006285 from ALPS ETF Trust (CIK 0001414040)
ALPS ETF Trust (CIK 0001414040)
Date: March 22, 2024 · CIK: 0001414040 · Accession: 0001398344-24-006285
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-148826, 811-22175
Letter
VIA EDGAR CORRESPONDENCE Division of Investment Management F Street, NE Washington, D.C. 20549-4644 Re: ALPS ETF Trust (the “Registrant” or “Trust”) (SEC File Nos. 333-148826 and 811-22175)
Dear Ms. O’Neal:
We are writing in response to comments you provided telephonically to Kyle Whiteman and me on March 14, 2024 with respect to the Registrant’s Post-Effective Amendment No. 335, filed on January 29, 2024, relating to ALPS Active Equity Opportunity ETF (formerly, the RiverFront Dynamic US Flex-Cap ETF) (the “Fund”), an existing series of the Registrant. On behalf of the Registrant, we have reproduced your comments below and provided the Registrant’s responses immediately thereafter. Capitalized terms have the meanings attributed to such terms in Post-Effective Amendment No. 335.
1. Comment: Please provide supplementally a completed Annual Fund Operating Expenses table, Expense Example and Fund Performance for the Fund.
Response: The completed Annual Fund Operating Expenses table, Expense Example and Fund Performance for the Fund are attached as Appendix I.
2. Comment: The Staff notes that prior to the changes to the Fund effective as of June 1, 2023, the Fund disclosed the following: “The Fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in securities of U.S. issuers.” Please confirm the deletion of that policy and the adoption of the following new policies, as disclosed in the Fund’s prospectus: (i) “The Fund will normally invest at least 75% of its net assets in securities of U.S. issuers.”; and (ii) “The Fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities.”
Response: Confirmed. The Fund’s prior 80% investment policy pursuant to Rule 35d-1 under the Investment Company Act of 1940, as amended, was changed effective June 1, 2023 and, following such change, the Fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities. Also effective June 1, 2023, the Fund adopted a separate non-fundamental investment policy to invest at least 75% of its net assets in securities of U.S. issuers.
3. Comment: With respect to the Fund’s 80% investment policy adopted pursuant to Rule 35d-1 that was changed effective June 1, 2023, please confirm that the change to the policy was made upon 60 days’ prior notice to Fund shareholders.
Response: Confirmed. The Trust notes that a supplement to the Trust’s prospectus relating to the change to the Fund’s 80% investment policy was provided to Fund shareholders at least 60 days prior to the effective date of the changes on June 1, 2023, consistent with the requirements of Rule 35d-1.
* * *
Should you have any questions, please feel free to contact me at (202) 261-3464.
Sincerely,
/s/ Adam
T. Teufel
Show Raw Text
CORRESP
1
filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
ADAM
T. TEUFEL
adam.teufel@dechert.com
+1 202 261 3464 Direct
+1 202 261 3164 Fax
March 22, 2024
VIA
EDGAR CORRESPONDENCE
Deborah
O’Neal
U.S.
Securities and Exchange Commission
Division
of Investment Management
100
F Street, NE
Washington,
D.C. 20549-4644
Re: ALPS
ETF Trust (the “Registrant” or “Trust”) (SEC File Nos. 333-148826
and 811-22175)
Dear
Ms. O’Neal:
We
are writing in response to comments you provided telephonically to Kyle Whiteman and me on March 14, 2024 with respect to the
Registrant’s Post-Effective Amendment No. 335, filed on January 29, 2024, relating to ALPS Active Equity Opportunity ETF
(formerly, the RiverFront Dynamic US Flex-Cap ETF) (the “Fund”), an existing series of the Registrant. On behalf of
the Registrant, we have reproduced your comments below and provided the Registrant’s responses immediately thereafter. Capitalized
terms have the meanings attributed to such terms in Post-Effective Amendment No. 335.
1.
Comment: Please
provide supplementally a completed Annual Fund Operating Expenses table, Expense Example
and Fund Performance for the Fund.
Response: The
completed Annual Fund Operating Expenses table, Expense Example and Fund Performance
for the Fund are attached as Appendix I.
2.
Comment: The
Staff notes that prior to the changes to the Fund effective as of June 1, 2023, the Fund
disclosed the following: “The Fund will normally invest at least 80% of its net
assets, plus the amount of any borrowings for investment purposes, in securities of U.S.
issuers.” Please confirm the deletion of that policy and the adoption of the following
new policies, as disclosed in the Fund’s prospectus: (i) “The Fund will normally
invest at least 75% of its net assets in securities of U.S. issuers.”; and (ii)
“The Fund will normally invest at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in equity securities.”
Response: Confirmed.
The Fund’s prior 80% investment policy pursuant to Rule 35d-1 under the Investment
Company Act of 1940, as amended, was changed effective June 1, 2023 and, following such
change, the Fund will normally invest at least 80% of its net assets, plus the amount
of any borrowings for investment purposes, in equity securities. Also effective June
1, 2023, the Fund adopted a separate non-fundamental investment policy to invest at least
75% of its net assets in securities of U.S. issuers.
3.
Comment: With
respect to the Fund’s 80% investment policy adopted pursuant to Rule 35d-1 that
was changed effective June 1, 2023, please confirm that the change to the policy was
made upon 60 days’ prior notice to Fund shareholders.
Response: Confirmed.
The Trust notes that a supplement to the Trust’s prospectus relating to the change
to the Fund’s 80% investment policy was provided to Fund shareholders at least
60 days prior to the effective date of the changes on June 1, 2023, consistent with the
requirements of Rule 35d-1.
*
* *
Should
you have any questions, please feel free to contact me at (202) 261-3464.
Sincerely,
/s/ Adam
T. Teufel
Adam
T. Teufel
cc: Michael
Lawlor, ALPS Fund Services, Inc.
Appendix
I
FEES
AND EXPENSES OF THE FUND
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table
and example below.
Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment);
Management
Fees
0.48%
Other
Expenses
0.00%
Total
Annual Fund Operating Expenses(1)
0.48%
(1) Total
Annual Fund Operating Expenses have been restated to reflect current fees.
Example
The
following example is intended to help you compare the cost of investing in the Fund with the costs of investing in other funds.
The example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares
at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same each year.
One
Year
Three
Years
Five
Years
Ten
Years
Although
your actual costs may be higher or lower, based on these assumptions your costs would be:
$49
$154
$269
$603
Fund
Performance
On
June 1, 2023, ALPS Advisors, Inc., the Fund’s investment adviser, assumed all responsibility for selecting the Fund’s
investments and certain of the Fund’s principal investment strategies changed. Performance figures shown below for periods
before June 1, 2023 represent performance of the Fund during the times when the Fund’s investments were selected by the
prior sub-advisor to the Fund pursuant to the prior principal investment strategies. Consequently, the Fund’s total returns
shown below for the periods prior to June 1, 2023 are not necessarily indicative of the performance of the Fund, as it is currently
managed. The following bar chart and table provide an indication of the risks of investing in the Fund by showing how the Fund’s
average annual returns for a certain time period compares with the average annual returns of the Fund’s benchmark index
and an index that represents a broad measure of market performance. The Fund’s past performance (before and after taxes)
is not necessarily an indication of how the Fund will perform in the future. Total return figures assume reinvestment of dividends
and capital gains distributions and include the effect of the Fund’s recurring expenses. Updated performance information
is available online at www.alpsfunds.com or by calling 866.759.5679.
The
after-tax returns presented in the table below are calculated using highest historical individual federal marginal income tax
rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your specific tax situation
and may differ from those shown below. After-tax returns are not relevant to investors who hold Shares of the Fund through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.
Average
Annual Total Returns
For periods ended December 31, 2023
1
Year
5
Years
Since
Inception
(June 6, 2016)
Return
Before Taxes
19.56%
11.70%
10.13%
Return
After Taxes on Distributions
19.13%
11.35%
9.77%
Return
After Taxes on Distributions and Sale of Fund Shares
11.82%
9.28%
8.12%
S&P
Composite 1500® Index* (reflects no deduction for fees, expenses or taxes)
25.47%
15.39%
13.12%
Bloomberg
US 1000 Total Return Index*‡ (reflects no deduction for fees, expenses or taxes)
26.66%
15.47%
13.20%
*
Index performance
shown in the table is the total return, which assumes reinvestment of any dividends and distributions during the time periods
shown.
‡
This index represents
a broad measure of market performance and has been added to comply with new regulatory requirements.