ALPS files N10's growth ETF without the 351 exchange or $350 million from June

N10 Holdings said on June 2 that N10 Assets expected $350 million to be invested in the continuation of its flagship Growth, Momentum, and Profitability stock strategy, and that the team planned to list a 351-exchange ETF on the New York Stock Exchange in late 2026. A 351 exchange is a tax-deferred contribution of appreciated securities into a new company, here an ETF, in return for shares. The paper Financial Investors Trust put in front of the SEC on Tuesday registers that strategy as an ALPS series. It does not describe a 351 contribution, does not name the NYSE, and does not commit that separately managed account book to the fund.

The filing is a Form 485APOS, a preliminary prospectus. The cover elected effectiveness 75 days after filing under Rule 485(a)(2), the long-form path used to register a new series, and the trust proposes to offer shares as soon as practicable after that amendment is effective. Issuers that intend to seed a fund through a 351 exchange put the mechanism in the N-1A: Cambria Investment Management prospectuses this year for funds expecting in-kind contributions at launch name that path as In-Kind Contribution Risk under Section 351 of the Internal Revenue Code. Tuesday's paper does not.

An 80% GMAP book with a 15% private cap

The proposed ALPS N10 Growth Momentum & Profitability ETF would be a separate series of the trust and would seek total return. Under normal circumstances it would invest at least 80% of net assets in companies whose common stock exhibits growth within a particular market sector, momentum and profitability characteristics, a test the filing shortens to GMAP and leaves to the subadviser to define. The fund is classified as non-diversified. It would invest primarily in large-capitalization companies, primarily in the United States, and may hold foreign names.

ALPS Advisors, Inc. is the investment adviser, N10 Assets, LLC is the subadviser, paid by the adviser rather than the fund, and Andrew D. Urbanski is named as portfolio manager from inception, with the inception month still blank in the draft. ALPS already uses this open-architecture pattern: the adviser is ALPS, a subadviser runs the book. Level Four Capital Management does that for the Level Four Large Cap Growth Active ETF BLGRO, which held $139 million as of Wednesday and charges 0.50%. RiverFront Investment Group does it for the ALPS Dynamic US Dividend Advantage ETF BRFDA ($82.9 million, 0.52%). N10's June figure of $350 million in the GMAP strategy, if that book were contributed, would arrive larger than BLGRO.

The 80% test is a public-equity screen. The same prospectus also allows, at the time of investment, up to 15% of net assets in illiquid securities, including restricted securities and private placements for which there is no public market, and it contemplates that exposure through special purpose vehicles. In selecting private companies, the adviser looks for names preparing for an initial public offering or in earlier development stages. That 15% is a ceiling. Terms in a registration can change before the series is effective.

Pre-IPO names in a daily-traded wrapper

Daily-traded funds are taking more private-company exposure. ERShares Private-Public Crossover ETF BXOVR, the listed public-private equity book already at scale, held $1.55 billion as of Tuesday and had a single SpaceX special-purpose line at 22% of assets as of Wednesday. Last week's Defiance pre-IPO registration would target about 80% private exposure through swaps.

The fee table is unfinished, with management fees and total annual fund operating expenses empty and only Other Expenses completed at 0.00%; the ticker and listing exchange are still the placeholders "[Ticker]" and "[Exchange]".

If this series becomes effective as written, the product is a concentrated GMAP stock fund with optional pre-IPO room under Urbanski, not a tax-deferred conversion of N10's SMA book.