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 811-22819
ETFis Series Trust I |
(Exact name of registrant as specified in charter) |
1540 Broadway, 16th Floor |
New York, NY 10036 |
(Address of principal executive offices) (Zip code) |
ETFis Series Trust I
c/o Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, DE 19808
(Name and address of agent for service) |
Registrant’s telephone number, including area code: (212) 593-4383
Date of fiscal year end: July 31
Date of reporting period: July 31, 2020
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
![](https://capedge.com/proxy/N-CSR/0001387131-20-008899/etfis-ncsr_073120img001.gif)
ETFis Series Trust I
VIRTUS REAVES UTILITIES ETF
Beginning on January 1, 2021, as permitted by regulations adopted by
the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary, such
as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.
You may elect at any time to receive not only shareholder reports but also other communications such as prospectuses from the Fund electronically, or you alternatively may elect to receive all future shareholder reports in paper free of charge. Please contact your financial intermediary to make your request and to determine whether an election made with the financial intermediary will apply to all funds in which you own shares through that intermediary.
ANNUAL REPORT
July 31, 2020
Shareholder Letter (unaudited)
September 2020
Dear Shareholder:
On behalf of Virtus ETF Advisers LLC (the “Adviser”), I am pleased to present the shareholder report for the ETFis Series Trust I (the “Trust”) for the annual fiscal period ended July 31, 2020.
The Adviser is part of Virtus Investment Partners, a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors.
The report provides financial statements and portfolio information for the following fund within the Trust:
•Virtus Reaves Utilities ETF (UTES)
Over the months of March and April 2020, many investors faced heightened volatility. While the risks and uncertainty may continue, our commitment to the shareholders of our ETFs remains our highest priority.
On behalf of the Adviser and our fund Sub-Advisers, thank you for your investment. If you have questions, please contact your financial adviser, or call 1-888-383-0553.For more information about the fund and the other ETFs we offer, we invite you to visit our website, www.virtusetfs.com.
Sincerely,
William Smalley
President
ETFis Series Trust I
This material must be accompanied or preceded by the prospectus.
Management’s Discussion of Fund Performance (unaudited)
July 31, 2020
Virtus Reaves Utilities ETF
Virtus Reaves Utilities ETF (the “Fund”) generated a total return of 3.24% (NAV) in the fiscal year ended July 31, 2020, underperforming the benchmark return of 5.83%. Utilities acted as one might expect through the turbulence of the last year, with the sector’s defensiveness highlighted by continued dividend increases and a positive total return despite the significant decline in global economic activity. Fundamentally, utilities generally weathered the Covid-19 storm well, as most of the Fund’s holdings were able to maintain guidance and hit growth targets. We believe valuations seem attractive, as well, entering fiscal 2021 with dividend yields much higher than corporate bond rates and U.S. Treasury yields. On an earnings basis, the relative price-to-earnings ratio between the Dow Jones Utility Average Index and the S&P 500 Utilities Index is as low as it has been in the past decade. With the Federal Reserve likely to keep rates low for the next couple years, we believe the outlook for utilities is bright.
We continue to favor companies with, in our opinion, supportive regulatory environments, sustained capital spending opportunities in grid modernization and renewable energy, and management teams with a track record of execution in both operations and capital allocation.
The Fund’s largest holding, NextEra Energy, enjoyed another stellar year, generating a total return of 38.49%. We believe NextEra continues to have some of the best growth opportunities in the industry because of a constructive regulatory environment and the leading renewable power development business in North America. Other positions that contributed to the Fund’s relative performance were NextEra Energy Partners, American Water Works, and CMS Energy.
On the negative side, the Fund’s position in natural gas utilities was the main reason for relative underperformance. NiSource, South Jersey Industries, New Jersey Resources, and Southwest Gas all returned -15% or worse over the past year. The Fund sold its stock in South Jersey Industries during the fiscal year. The trouble started in the third quarter of 2019 when several state governors announced plans to reduce usage of natural gas to eliminate carbon dioxide emissions. While most of the plans will take several decades to implement and no viable alternative exists today, sentiment quickly turned negative. The selling was compounded by the increasing popularity of ESG investing whereby investors favored electric utilities with plans to increase renewable power generation at the expense of companies that rely primarily on fossil fuels.
The preceding information is the opinion of the investment adviser and sub-adviser. Any such opinions are subject to change at any time based upon market or other conditions and should not be relied upon as investment advice. Statements of fact are from sources considered reliable, but the investment adviser and sub-adviser make no representation or warranty as to their completeness or accuracy. Past performance is no guarantee of future results, and there is no guarantee that market forecasts will be realized.
Performance as of 7/31/2020
| | | | | | |
| | Average Annual Total Return |
| | Fund Net Asset Value | | Fund Market Price | | S&P 500® Utilities Index(1) |
1 Year | | 3.24% | | 3.17% | | 5.83% |
Since Inception(2) | | 12.33% | | 12.33% | | 11.72% |
(1)The S&P 500® Utilities Index is a free-float market capitalization-weighted index comprised of companies included in the S&P 500® utilities sector. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.
(2)September 23, 2015.
Management’s Discussion of Fund Performance (unaudited) (continued)
July 31, 2020
Performance data quoted represents past performance and 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. Returns do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. For the most current month-end performance data please visit www.virtusetfs.com or call toll free (800) 243-4361. Market price returns are based on the mid-point of the highest bid and lowest offer for Fund shares as of the scheduled close of regular trading on the New York Stock Exchange Arca (“NYSE”), ordinarily 4:00 p.m. Eastern time, on each day during which the NYSE is open for trading, and do not represent the returns an investor would receive if shares were traded at other times..
Utility Sector Concentration: The Fund’s investments are concentrated in the securities of issuers engaged primarily in utilities-related industries (i.e., Utility Sector Companies). This may make the Fund particularly susceptible to adverse economic, political or regulatory occurrences and changes affecting utilities and Utility Sector Companies. A downturn in utilities related industries would have a larger impact on the Fund than on an investment company that does not concentrate solely in utilities related industries. As concentration in the securities of Utility Sector Companies increases, so does the potential for fluctuation in the NAV of the Fund’s Shares.
Equity Securities: The market price of equity securities may be adversely affected by financial market, industry, or issuer- specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk.
Non-Diversified: The Fund is non-diversified and may be more susceptible to factors negatively impacting its holdings to the extent that each security represents a larger portion of the Fund’s assets.
Exchange Traded Funds: The value of an ETF may be more volatile than the underlying portfolio of securities the ETF is designed to track. The costs of owning the ETF may exceed the cost of investing directly in the underlying securities.
Market Price/NAV: Shares of ETFs often trade at a discount to their net asset value, which may increase investors’ risk of loss. At the time of sale, an investor’s shares may have a market price that is above or below the Fund’s NAV.
No Guarantee: There is no guarantee that the Fund will meet its objective.
Prospectus: For additional information on risks, please see the Fund’s prospectus. The Fund may not be suitable for all investors.
Value of a $10,000 Investment Since Inception at Net Asset Value
The chart above represents historical performance of a hypothetical investment of $10,000 over the life of the Fund, assuming reinvestment of distributions. Past performance does not guarantee future results.
Shareholder Expense Examples (unaudited)
We believe it is important for you to understand the impact of costs on your investment. All funds have operating expenses. As a shareholder of the Virtus Reaves Utilities ETF (the “Fund”) you may incur two types of costs: (1) transaction costs, which include brokerage commissions that you pay when purchasing or selling shares of the Fund; and (2) ongoing costs, which include advisory fees and other fund expenses, if any. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held throughout the entire period (February 1, 2020 to July 31, 2020).
Actual expenses
The first line under the Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid 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 for your Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical example for comparison purposes
The second line under the Fund in 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 the 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. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds.
In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | |
| | Beginning Account Value 2/01/20 | | Ending Account Value 7/31/20 | | Annualized Expense Ratios | | Expenses Paid During the Period(2) |
Virtus Reaves Utilities ETF | | | | | | | | |
Actual | | $ 1,000.00 | | $914.40 | | 0.49% | | $2.33 |
Hypothetical(1) | | $ 1,000.00 | | $1,022.43 | | 0.49% | | $2.46 |
(1)Assuming 5% return before expenses.
(2)Expenses are calculated using the Fund’s annualized ratio, multiplied by the average account value for the period, multiplied by 182/366 (to reflect the six-month period).
Schedule of Investments - Virtus Reaves Utilities ETF
July 31, 2020
The accompanying notes are an integral part of these financial statements.
5
| | | | |
Security Description | | Shares | | Value |
| | | | |
COMMON STOCKS - 99.7% | | | | |
| | | |
Utilities - 99.7% | | | |
Alliant Energy Corp. | | 23,714 | | $1,276,999
|
American Water Works Co., Inc. | | 9,631 | | 1,418,357 |
Atmos Energy Corp. | | 12,145 | | 1,287,248 |
Chesapeake Utilities Corp. | | 6,070 | | 512,854 |
CMS Energy Corp. | | 22,407 | | 1,438,081 |
DTE Energy Co. | | 10,106 | | 1,168,557 |
Duke Energy Corp. | | 6,460 | | 547,420 |
Edison International | | 18,898 | | 1,052,052 |
Eversource Energy | | 15,552 | | 1,400,769 |
Fortis, Inc. (Canada) | | 28,010 | | 1,142,248 |
New Jersey Resources Corp. | | 33,445 | | 1,038,802 |
NextEra Energy Partners LP | | 15,047 | | 935,923 |
NextEra Energy, Inc. | | 21,584 | | 6,058,629 |
NiSource, Inc. | | 50,365 | | 1,231,424 |
PG&E Corp.* | | 24,099 | | 225,326 |
PPL Corp. | | 15,570 | | 414,473 |
Public Service Enterprise Group, Inc. | | 27,098 | | 1,515,862 |
Sempra Energy | | 11,596 | | 1,443,238 |
Southwest Gas Holdings, Inc. | | 7,890 | | 549,460 |
WEC Energy Group, Inc. | | 12,884 | | 1,227,330 |
Xcel Energy, Inc. | | 19,345 | | 1,335,579 |
| | | | |
TOTAL INVESTMENTS - 99.7% | | | | |
(Cost $24,215,187) | | | | 27,220,631 |
Other Assets in Excess of Liabilities - 0.3% | | | | 74,133 |
Net Assets - 100.0% | | | | $27,294,764
|
*Non-income producing security.
| |
Portfolio Composition |
July 31, 2020 |
Asset Allocation as of 07/31/2020 (based on net assets) |
| |
Utilities | 99.7% |
Other Assets in Excess of Liabilities | 0.3% |
Total | 100.0% |
The following table summarizes valuation of the Fund’s investments under the fair value hierarchy levels as of July 31, 2020.
| | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Asset Valuation Inputs | | | | | | | | |
Common Stocks | | $27,220,631
| | $—
| | $—
| | $27,220,631
|
Total | | $27,220,631
| | $—
| | $—
| | $27,220,631
|
Statement of Assets and Liabilities
July 31, 2020
The accompanying notes are an integral part of these financial statements.
6
| | |
| | Virtus Reaves Utilities ETF |
Assets: | | |
Investments, at cost | | $24,215,187
|
Investments, at value | | 27,220,631 |
Cash | | 668,272 |
Receivables: | | |
Investment securities sold | | 486,591 |
Dividends and interest | | 19,598 |
Total Assets | | 28,395,092 |
| | |
Liabilities: | | |
Payables: | | |
Investment securities purchased | | 1,089,108 |
Sub-Advisory fees | | 11,220 |
Total Liabilities | | 1,100,328 |
Net Assets | | $27,294,764
|
| | |
Net Assets Consist of: | | |
Paid-in capital | | $26,014,106
|
Total distributable earnings (accumulated deficit) | | 1,280,658 |
Net Assets | | $27,294,764
|
Shares outstanding (unlimited number of shares of beneficial interest authorized, no par value) | | 700,004 |
Net asset value per share | | $38.99
|
Statement of Operations
For the Year Ended July 31, 2020
The accompanying notes are an integral part of these financial statements.
7
| | | |
| | Virtus Reaves Utilities ETF | |
Investment Income: | | | |
Dividend income (net of foreign withholding taxes) | | $764,880
| |
Interest income | | 1,014 | |
Total Investment Income | | 765,894 | |
| | | |
Expenses: | | | |
Sub-Advisory fees | | 141,170 | |
Tax expense | | 57 | |
Total Expenses | | 141,227 | |
Net Investment Income | | 624,667 | |
| | | |
Net Realized Gain (Loss) on: | | | |
Investments | | (1,803,940 | ) |
In-kind redemptions | | 1,924,461 | |
Total Net Realized Gain | | 120,521 | |
| | | |
Change in Net Unrealized Appreciation (Depreciation) on: | | | |
Investments | | (912,703 | ) |
Total Change in Net Unrealized Appreciation (Depreciation) | | (912,703 | ) |
Net Realized and Change in Unrealized Loss | | (792,182 | ) |
Net Decrease in Net Assets Resulting from Operations | | $(167,515
| ) |
Foreign withholding taxes | | $5,808
| |
Statements of Changes in Net Assets
The accompanying notes are an integral part of these financial statements.
8
| | | | | |
| | Virtus Reaves Utilities ETF | |
| | For the Year Ended July 31, 2020 | | For the Year Ended July 31, 2019 | |
Increase (Decrease) in Net Assets Resulting from Operations: | | | | | |
Net investment income | | $624,667
| | $320,214
| |
Net realized gain on investments | | 120,521 | | 123,924 | |
Net change in unrealized appreciation (depreciation) on investments | | (912,703 | ) | 2,017,617 | |
Net increase (decrease) in net assets resulting from operations | | (167,515 | ) | 2,461,755 | |
Distributions to Shareholders | | (588,003 | ) | (336,003 | ) |
| | | | | |
Shareholder Transactions: | | | | | |
Proceeds from shares sold | | 12,235,718 | | 7,612,327 | |
Cost of shares redeemed | | (7,338,845 | ) | — | |
Net increase in net assets resulting from shareholder transactions | | 4,896,873 | | 7,612,327 | |
Increase in net assets | | 4,141,355 | | 9,738,079 | |
| | | | | |
Net Assets: | | | | | |
Beginning of year | | 23,153,409 | | 13,415,330 | |
End of year | | $27,294,764
| | $23,153,409
| |
| | | | | |
Changes in Shares Outstanding: | | | | | |
Shares outstanding, beginning of year | | 600,004 | | 400,004 | |
Shares sold | | 300,000 | | 200,000 | |
Shares redeemed | | (200,000 | ) | — | |
Shares outstanding, end of year | | 700,004 | | 600,004 | |
The accompanying notes are an integral part of these financial statements.
9
| | | | | | | | | | | |
| | Virtus Reaves Utilities ETF | |
| | For the Year Ended July 31, 2020 | | For the Year Ended July 31, 2019 | | For the Year Ended July 31, 2018 | | For the Year Ended July 31, 2017 | | For the Period September 23, 20151 Through July 31, 2016 | |
Per Share Data for a Share Outstanding throughout each period presented: | | | | | | | | | | | |
Net asset value, beginning of period | | $38.59
| | $33.54
| | $33.48
| | $32.30
| | $25.00
| |
Investment operations: | | | | | | | | | | | |
Net investment income2 | | 0.85 | | 0.74 | | 0.66 | | 0.69 | | 0.47 | |
Net realized and unrealized gain | | 0.35 | 3 | 5.06 | | 0.32 | | 1.63 | | 7.19 | |
Total from investment operations | | 1.20 | | 5.80 | | 0.98 | | 2.32 | | 7.66 | |
| | | | | | | | | | | |
Less Distributions from: | | | | | | | | | | | |
Net investment income | | (0.80 | ) | (0.75 | ) | (0.72 | ) | (0.70 | ) | (0.36 | ) |
Net realized gains | | — | | — | | (0.20 | ) | (0.44 | ) | — | |
Total distributions | | (0.80 | ) | (0.75 | ) | (0.92 | ) | (1.14 | ) | (0.36 | ) |
Net Asset Value, End of period | | $38.99
| | $38.59
| | $33.54
| | $33.48
| | $32.30
| |
Net Asset Value Total Return4 | | 3.24 | % | 17.47 | % | 3.05 | % | 7.59 | % | 30.85 | % |
Net assets, end of period (000’s omitted) | | $27,295
| | $23,153
| | $13,415
| | $15,068
| | $12,918
| |
| | | | | | | | | | | |
RATIOS/SUPPLEMENTAL DATA: | | | | | | | | | | | |
Ratios to Average Net Assets: | | | | | | | | | | | |
Expenses | | 0.49 | % | 0.76 | %5 | 0.95 | % | 0.95 | %5 | 0.95 | %5,6 |
Net investment income | | 2.17 | % | 2.04 | % | 2.02 | % | 2.23 | % | 1.89 | %6 |
Portfolio turnover rate7 | | 34 | % | 28 | % | 29 | % | 33 | % | 46 | %8 |
1Commencement of operations.
2Based on average shares outstanding.
3The per share amount of realized and unrealized gain (loss) on investments does not accord with the amounts reported in the Statements of Changes in Net Assets due to the timing of creation of Fund shares in relation to fluctuating market values.
4Net Asset Value Total Return is calculated assuming an initial investment made at the net asset value on the first day of the period, reinvestment of dividends and distributions at net asset value during the period, and redemptions at net asset value on the last day of the period. Total return calculated for a period of less than one year is not annualized.
5The ratios of expenses to average net assets includes tax expense fees of less than 0.01%.
6Annualized.
7Portfolio turnover excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s capital shares.
8Not annualized.
Notes to Financial Statements
July 31, 2020
1.ORGANIZATION
The ETFis Series Trust I (the “Trust”) was organized as a Delaware statutory trust on September 20, 2012 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).
As of July 31, 2020, 10 funds of the Trust are offered for sale. The Virtus Reaves Utilities ETF (the “Fund”), a separate investment portfolio of the Trust, is reported in this annual report. The offering of shares of the Fund is registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Fund commenced operations on September 23, 2015.
The Fund is a “non-diversified” Fund, as defined under the 1940 Act.
The Fund’s investment objective is to seek to provide total return through a combination of capital appreciation and income. There is no guarantee that the Fund will achieve its objective.
2.SIGNIFICANT ACCOUNTING POLICIES
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. The Fund prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and follows the significant accounting policies described below.
(a)Use of Estimates
Management makes certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.
(b)Indemnification
In the normal course of business, the Fund may enter into contracts that contain a variety of representations which provide general indemnifications for certain liabilities. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
(c)Security Valuation
A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:
Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded. Securities regularly traded in an over the counter market are valued at the latest quoted sale price in such market or in the case of the New York Stock Exchange (“NYSE”), at the NYSE Official Closing Price. Such valuations are typically categorized as Level 1 in the fair value hierarchy. If market quotations are not readily available, or if it is determined that a quotation of a security does not represent fair value, then the security is valued at fair value as determined in good faith using procedures adopted by the Trust’s Board of Trustees (the “Board”). Such valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
(d)Fair Value Measurement
Accounting Standards Codification, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly, and how that information must be incorporated into fair value measurement. Under ASC 820, various inputs are used in determining the value of the Fund’s’ investments. These inputs are summarized in the following hierarchy:
•Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
•Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
•Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
Notes to Financial Statements (continued)
July 31, 2020
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The hierarchy classification of inputs used to value the Fund’s investments at July 31, 2020, is disclosed at the end of the Fund’s Schedule of Investments.
(e)Security Transactions and Investment Income
Security transactions are accounted for on the trade date. Realized gains and losses on sales of investment securities are calculated using specific identification. Dividend income is recognized on the ex-dividend date. Expenses and interest income are recognized on the accrual basis. Amortization of premium and accretion of discount on debt securities are included in interest income. The Fund amortizes premiums and accretes discounts using the effective interest method.
(f)Expenses
The Fund pays all of its expenses not assumed by W. H. Reaves & Co., Inc. doing business as Reaves Asset Management (the “Sub-Adviser”). General Trust expenses that are allocated among and charged to the assets of the Fund and other series of the Trust are done so on a basis that the Board deems fair and equitable, which may be on a basis of relative net assets of the Fund and other series of the Trust or the nature of the services performed and relative applicability to the Fund and other series of the Trust.
(g)Distributions to Shareholders
Distributions are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations that may differ from GAAP in the United States of America.
3.INVESTMENT MANAGEMENT, RELATED PARTIES AND OTHER AGREEMENTS
Investment Advisory Agreement
The Trust, on behalf of the Fund, has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with Virtus ETF Advisers LLC (the “Adviser”), an indirect wholly owned subsidiary of Virtus Investment Partners, Inc. (Ticker: VRTS) (together with its affiliates, “Virtus”). Pursuant to the Advisory Agreement, the Adviser has overall supervisory responsibility for the general management and investment of the Fund’s securities portfolio. For its services to the Fund, the Adviser is entitled to receive a fee, payable monthly, at an annual rate of 0.075% of the Fund’s average daily net assets, subject to a minimum annual fee of $25,000, paid by the Sub-Adviser pursuant to the Sub-Adviser’s unified fee arrangement with the Fund, as described below.
The Advisory Agreement may be terminated by the Trust on behalf of the Fund with the approval of the Fund’s Board or by a vote of the majority of the Fund’s shareholders. The Advisory Agreement may also be terminated by the Adviser by not more than 60 days’ nor less than 30 days’ written notice.
Sub-Advisory Agreement
The Sub-Adviser provides investment advice and management services to the Fund. Pursuant to an investment sub-advisory agreement among the Trust, the Sub-Adviser and the Adviser, the Sub-Adviser is entitled to receive a fee from the Fund, payable monthly, at an annual rate of 0.49% of the Fund’s average daily net assets. The Sub-Adviser has agreed to pay all expenses of the Fund (including the management fee paid to the Adviser), except for the following expenses, each of which is paid by the Fund: the Sub-Adviser’s fee, brokerage expenses, acquired fund fees and expenses, taxes, interest, litigation and arbitration expenses, fees for professional services stemming from litigation or arbitration, payments under any 12b-1 plan adopted by the Fund, and other extraordinary expenses of the Fund.
Principal Underwriter
Pursuant to the terms of a Distribution Agreement with the Trust, VP Distributors, LLC (the “Distributor”) serves as the Fund’s principal underwriter. The Distributor receives compensation from the Adviser for the statutory underwriting services it provides to the Fund. The Distributor will not distribute shares in less than Creation Units (as hereinafter defined), and does not maintain a secondary market in shares. The shares are traded in the secondary market. The Distributor is an indirect wholly-owned subsidiary of Virtus.
Operational Administrator
Virtus ETF Solutions LLC (the “Administrator”) serves as the Fund’s operational administrator. The Administrator supervises the overall administration of the Trust and the Fund including, among other responsibilities, the coordination and day-to-day oversight of the Fund’s operations, the service providers’ communications with the Fund and each other and assistance with Trust, Board and contractual matters related to the Fund and other series of the Trust. The Administrator also provides persons satisfactory to the Board to serve as officers of the Trust. The Administrator is an indirect wholly-owned subsidiary of Virtus.
Notes to Financial Statements (continued)
July 31, 2020
Accounting Services Administrator, Custodian and Transfer Agent
The Bank of New York Mellon (“BNY Mellon”) provides administrative, accounting, tax and financial reporting for the maintenance and operations of the Trust as the Fund’s accounting services administrator. BNY Mellon also serves as the custodian for the Fund’s assets, and serves as transfer agent and dividend paying agent for the Fund.
Affiliated Shareholders
At July 31, 2020, the Sub-Adviser held 10,491 shares of the Fund, which represent 1.5% of shares outstanding. These shares may be sold at any time.
4.CREATION AND REDEMPTION TRANSACTIONS
The Fund issues and redeems shares on a continuous basis at Net Asset Value (“NAV”) in groups of 50,000 shares called “Creation Units.” The Fund’s Creation Units may be issued and redeemed generally for cash or an in-kind deposit of securities held by the Fund. In each instance of cash creations or redemptions, the Trust may impose transaction fees based on transaction expenses related to the particular exchange that will be higher than the transaction fees associated with in-kind purchases or redemptions. Only “Authorized Participants” who have entered into contractual arrangements with the Distributor may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees.
5.FEDERAL INCOME TAX
The Fund intends to qualify as a “regulated investment company” under Sub-chapter M of the Internal Revenue Code of 1986 (the “Code”), as amended. The Fund intends to distribute substantially all of its net investment income and net capital gains to shareholders. Therefore, no federal income or excise tax provision is required. Accounting for Uncertainty in Income Taxes as issued by the Financial Accounting Standards Board provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements, and requires the evaluation of tax positions taken or expected to be taken in the course of preparing a Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Interest and penalties related to income taxes would be recorded as income tax expense. Management of the Fund is required to analyze all open tax years (2017, 2018 and 2019), as defined by IRS statute of limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of July 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the amounts of unrecognized tax benefits will significantly change in the next twelve months.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. For the year ended July 31, 2020, the Fund had no accrued penalties or interest.
As of July 31, 2020, the adjusted cost basis of investments and gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
| | | | | | |
Federal Tax Cost of Investments | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) |
$24,218,539 | | $3,959,569 | | $(957,477) | | $3,002,092 |
At July 31, 2020, the components of accumulated earnings/loss on a tax-basis were as follows:
| | | | | | |
Undistributed Ordinary Income | | Accumulated Capital and Other Gain (Loss) | | Net Unrealized Appreciation (Depreciation) | | Total Accumulated Earnings (Loss) |
$60,348 | | $(1,781,782) | | $3,002,092 | | $1,280,658 |
Capital losses incurred after October 31 (“Post-October Losses”) and ordinary losses incurred after December 31 (Late Year Ordinary Losses”) within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year. During the fiscal year ended July 31, 2020, the Fund did not incur and or elect to defer Post-October Losses and Late Year Ordinary Losses.
Notes to Financial Statements (continued)
July 31, 2020
The tax character of distributions paid during the years ended July 31, 2020 and July 31, 2019 were as follows:
| | | | | | |
2020 | | 2019 |
Distributions Paid From Ordinary Income | | Distributions Paid From Long-Term Capital Gains | | Distributions Paid From Ordinary Income | | Distributions Paid From Long-Term Capital Gains |
$588,003 | | $ — | | $336,003 | | $ — |
At July 31, 2020, for Federal income tax purposes, the Fund has capital loss carryforwards available to offset future capital gains for an unlimited period. To the extent that these loss carryforwards are utilized, capital gains so offset will not be distributed to shareholders:
| | | | |
Short-Term No Expiration | | Long-Term No Expiration | | Total |
$1,607,985 | | $173,797 | | $1,781,782 |
For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Results of operations and net assets were not affected by these reclassifications. Reclassifications are primarily due to tax treatment of redemptions in kind. At July 31, 2020, the effect of permanent book/tax reclassifications resulted in increases (decreases) to the components of net assets as follows:
| | |
Distributable Earnings Accumulated (Deficit) | | Paid-in- Capital |
$(1,849,833) | | $1,849,833 |
6.INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short-term investments), subscriptions in-kind and redemptions in-kind for the year ended July 31, 2020 were as follows:
| | | | | | |
Purchases | | Sales | | Subscriptions In-Kind | | Redemptions In-Kind |
$9,644,884 | | $9,556,774 | | $12,036,311 | | $7,067,529 |
7.INVESTMENT RISKS
As with any investment, an investment in the Fund could result in a loss or the performance of the Fund could be inferior to that of other investments. An investor should consider the Fund’s investment objectives, risks, and charges and expenses carefully before investing. The Fund’s prospectus and statement of additional information contain this and other important information.
8.ASSET CONCENTRATION RISK
The Fund may invest a high percentage of its assets in the securities of issuers engaged primarily in utilities-related industries. Fluctuations in these industries of concentration may have a greater impact on the Fund, positive or negative, than if the Fund did not concentrate its investments in such industries.
9.10% SHAREHOLDERS
As of July 31, 2020, the Fund had individual shareholder account(s) and/or omnibus shareholder account(s) (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below:
| | |
% of Shares Outstanding | | Number of Accounts |
51% | | 2 |
10.CORONAVIRUS (COVID-19) PANDEMIC
The recent global outbreak of COVID-19 has disrupted economic markets, and the economic impact, duration and spread of the COVID-19 virus is uncertain at this time. The operational and financial performance of the issuers of securities in which the Fund invests may be significantly impacted by COVID-19, which may in turn impact the value of the Fund’s investments.
11.SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available for issuance, and has determined that there are no subsequent events requiring recognition or disclosure in these financial statements.
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of ETFis Series Trust I and Shareholders of Virtus Reaves Utilities ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Virtus Reaves Utilities ETF (one of the funds constituting ETFis Series Trust I, hereafter referred to as the “Fund”) as of July 31, 2020, the related statement of operations for the year ended July 31, 2020, the statement of changes in net assets for each of the two years in the period ended July 31, 2020, including the related notes, and the financial highlights for each of the three years in the period ended July 31, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended July 31, 2020 and the financial highlights for each of the three years in the period ended July 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Fund as of and for the year ended July 31, 2017 and the financial highlights for each of the periods ended on or prior to July 31, 2017 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated September 29, 2017 expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of July 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
September 23, 2020
We have served as the auditor of one or more investment companies in Virtus ETF Solutions since 2017.
Statement Regarding Liquidity Risk Management Program (unaudited)
Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a liquidity risk management program (the “Program”) to govern the Funds’ approach to managing liquidity risk, which is the risk that a Fund would not be able to meet redemption requests without significant dilution of remaining investors’ interests in the Fund. The Program is overseen by the Adviser as the Funds’ Liquidity Risk Management Program Administrator (the “Program Administrator”), and the Program’s principal objectives include assessing, managing and periodically reviewing each Fund’s liquidity risk, based on factors specific to the circumstances of the Funds.
Assessment and management of a Fund’s liquidity risk under the Program take into consideration certain factors, such as the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions, its short- and long-term cash-flow projections during both normal and reasonably foreseeable stressed conditions, and its cash and cash-equivalent holdings and access to other funding sources. As required by the rule, the Program includes policies and procedures for classification of Fund portfolio holdings in four liquidity categories, maintaining certain levels of highly liquid investments, and limiting holdings of illiquid investments.
At a meeting of the Board held on May 27, 2020, the Board received a report from the Program Administrator addressing the operation and management of the Program for the period from December 1, 2018 through December 31, 2019 (the “Review Period”). The Board acknowledged that because the Review Period ended before 2020, it did not cover the more recent period of market volatility relating to the COVID-19 pandemic. The Program Administrator’s report noted that for the Review Period, the Program Administrator believed that the Program was implemented and operated effectively in all material respects and that existing procedures, controls and safeguards were appropriately designed to enable the Program Administrator to administer the Program in compliance with Rule 22e-4. The Program Administrator’s report noted that during the Review Period, there were no events that created liquidity related concerns for the Funds. The Program Administrator’s report further noted that while changes to the Program had been made during the Review Period and reported to the Board, no material changes were made to the Program as a result of the Program Administrator’s annual review.
There can be no assurance that the Program will achieve its objectives in the future. Please refer to a Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in that Fund may be subject.
Trustees And Officers Of The Trust (unaudited)
TRUSTEES AND OFFICERS OF THE TRUST
The Trustees of the Trust, their addresses, positions with the Trust, years of birth, length of time served, principal occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Trustee and other directorships, if any, held by the Trustees are set forth below. The SAI includes additional information about the Fund’s Trustees and is available, without charge, upon request, by calling the Adviser (toll-free) at (888)-383-4184.
| | | | | |
Name and Year of Birth | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee* | Other Directorships Held by Trustee During Past Five Years |
INDEPENDENT TRUSTEES |
Myles J. Edwards Year of Birth: 1961 | Trustee | Since 2016 | General Counsel and CCO (since 2019), Bruderman Brothers, LLC and Bruderman Asset Management, LLC; CCO (since 2018), Netrex Capital Markets, LLC; Chief Executive Officer (since 2018), Final Compliance; Chief Compliance Officer (since 2018), Knight Vinke; General Counsel, CCO and COO (2014 to 2018), Shufro, Rose & Co., LLC. | 12 | Trustee (since 2015), Virtus ETF Trust II (2 portfolios) |
Stephen G. O’Grady Year of Birth: 1946 | Trustee | Since 2014 | None. | 12 | Trustee (since 2015), Virtus ETF Trust II (2 portfolios); Trustee (2013 to 2015), Greenhaven LLC; Trustee (since 2014), Acacia Group LLC; Trustee (since 2014), ETFS Trust (5 portfolios) |
James A. Simpson Year of Birth: 1970 | Trustee | Since Inception | President (since 2009), ETP Resources, LLC (a financial services consulting company). | 12 | Trustee (since 2018), Asset Management Fund (5 portfolios); Trustee (since 2015), Virtus ETF Trust II (2 portfolios) |
Robert S. Tull, Jr. Year of Birth: 1952 | Trustee | Since Inception | Independent Consultant (since 2013); President (since 2017), ProcureAM, LLC. | 12 | Trustee (since 2015), Virtus ETF Trust II (2 portfolios); Trustee (since 2018), Procure ETF Trust II (1 portfolio) |
Trustees And Officers Of The Trust (unaudited) (continued)
| | | | | |
Name and Year of Birth | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee* | Other Directorships Held by Trustee During Past Five Years |
INTERESTED TRUSTEE** |
William J. Smalley Year of Birth: 1983 | Trustee, President and Chief Executive Officer | Since Inception | President (since 2012), Virtus ETF Solutions LLC; Managing Principal (2012 to 2016) and Executive Vice President (2016 to 2019), ETF Distributors LLC; Managing Director (since 2013), Virtus ETF Advisers LLC; President and Chief Executive Officer (since 2013), ETFis Series Trust I; and President and Chief Executive Officer (since 2015), Virtus ETF Trust II. | 10 | None |
OTHER EXECUTIVE OFFICERS |
Kevin J. Carr Year of Birth: 1954 | Secretary | Since 2015 | Vice President and Senior Counsel (since 2017); Senior Vice President (2009 to 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2005) with Virtus affiliates; Senior Vice President (since 2013), Chief Legal Officer, Counsel and Secretary (since 2005), Virtus Mutual Fund Family; Assistant Secretary (since 2017), Virtus Total Return Fund Inc.; Assistant Secretary (2017 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Assistant Secretary (since 2013), Virtus Variable Insurance Trust; Assistant Secretary (since 2011), Virtus Global Multi-Sector Income Fund; Assistant Secretary (since 2015), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Senior Vice President (since 2017), Assistant Secretary (since 2013), Virtus Alternative Solutions Trust; and Secretary (since 2015), ETFis Series Trust I and Virtus ETF Trust II. | N/A | N/A |
Trustees And Officers Of The Trust (unaudited) (continued)
| | | | | |
Name and Year of Birth | Position(s) Held with Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Trustee* | Other Directorships Held by Trustee During Past Five Years |
Nancy J. Engberg Year of Birth: 1956 | Chief Compliance Officer | Since 2015 | Senior Vice President (since 2017); Vice President (2008 to 2017) and Chief Compliance Officer (since 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2003) with Virtus affiliates; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Mutual Fund Family; Senior Vice President (since 2017), Vice President (2010 to 2017) and Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund; Senior Vice President (since 2017), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), Virtus Total Return Fund Inc.; Senior Vice President (2017 to 2019), Vice President (2012 to 2017) and Chief Compliance Officer (2012 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Vice President (2013 to 2017) and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Senior Vice President (since 2017), Vice President (2014 to 2017) and Chief Compliance Officer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Chief Compliance Officer (since 2015), ETFis Series Trust I and Virtus ETF Trust II. | N/A | N/A |
Brinton W. Frith Year of Birth: 1969 | Treasurer and Chief Financial Officer | Since Inception | President (since 2013), Virtus ETF Advisers LLC; Managing Director (since 2013), Virtus ETF Solutions LLC; Treasurer and Chief Financial Officer (since 2013), ETFis Series Trust I; and Treasurer and Chief Financial Officer (since 2015), Virtus ETF Trust II. | N/A | N/A |
The address for each Trustee and officer is 1540 Broadway, 16th Floor, New York, NY 10036. Each Trustee serves until resignation, death, retirement or removal. Officers are elected yearly by the Trustees.
*As of July 31, 2020, the Fund Complex consisted of the Trust, which consisted of ten portfolios — InfraCap MLP ETF, InfraCap REIT Preferred ETF, Virtus InfraCap U.S. Preferred Stock ETF, Virtus LifeSci Biotech Clinical Trials ETF, Virtus LifeSci Biotech Products ETF, Virtus Newfleet Multi-Sector Bond ETF, Virtus Private Credit Strategy ETF, Virtus Real Asset Income ETF, Virtus Reaves Utilities ETF and Virtus WMC International Dividend ETF (formerly, Virtus WMC Global Factor Opportunities ETF) and Virtus ETF Trust II, which consisted of two portfolios — Virtus Newfleet Dynamic Credit ETF and Virtus Seix Senior Loan ETF.
**Mr. Smalley is an Interested Trustee because he is an employee of the Adviser.
Supplemental Information (unaudited)
INFORMATION ABOUT PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings for its first and third fiscal quarters with the Securities and Exchange Commission (“SEC”) on Form N-PORT. The Fund’s Form N-PORT is available without charge, upon request, by calling toll-free at (888) 383-0553. Furthermore, you may obtain the Form N-PORT on the SEC’s website at www.sec.gov. The Fund’s portfolio holdings are posted daily on the Fund’s website at www.virtusetfs.com.
The Fund’s premium/discount information for the most recently completed calendar year, and the most recently completed calendar quarters since that year is available by visiting www.virtusetfs.com or by calling (888) 383-4184.
INFORMATION ABOUT PROXY VOTING
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge upon request by calling toll-free at (888) 383- 0553, by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at www.virtusetfs.com.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30th is available by calling toll-free at (888) 383-0553 or by accessing the SEC’s website at www.sec.gov.
TAX INFORMATION
For the fiscal year ended July 31, 2020, the Fund makes the following disclosures for federal income tax purposes. Below is listed the percentages, or the maximum amount allowable, of its ordinary income dividends (“QDI”) to qualify for the lower tax rates applicable to individual shareholders, and the percentage of ordinary income dividends earned by the Fund which qualifies for the dividends received deduction (“DRD”) for corporate shareholders. The actual percentage of QDI and DRD for the calendar year will be designated in year-end tax statements.
c/o VP Distributors, LLC
One Financial Plaza
Hartford, Connecticut 06103
Item 2. Code of Ethics.
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Other than certain non-substantive changes, there have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics described in Item 2(b) of the instructions for completion of Form N-CSR. During the period covered by this report, the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics. Pursuant to Item 13(a)(1), a copy of registrant’s code of ethics has been filed with the Commission.
Item 3. Audit Committee Financial Expert.
The registrant's board of trustees has determined that the registrant does not have an audit committee financial expert serving on its audit committee. At this time, the registrant's board of trustees believes that the collective experience provided by the members of the audit committee together offer the registrant adequate oversight for the registrant's level of financial complexity.
Item 4. Principal Accountant Fees and Services.
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $204,428 for 2020 and $183,800 for 2019.
The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0.00 for 2020 and $0.00 for 2019.
The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant to the registered investment company’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registered investment company that are reasonably related to the performance of the audit of the registrant’s financial statements were $18,000 for 2020 and $36,500 for 2019.
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice, and tax planning were $125,300 for 2020 and $148,750 for 2019.
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant to the registered investment company’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registered investment company for tax compliance, tax advice, and tax planning were $267,065 for 2020 and $600,175 for 2019.
“Tax Fees” are those primarily associated with review of the Trust’s tax provision and qualification as a regulated investment company (RIC) in connection with audits of the Trust’s financial statements, review of year-end distributions by the Fund to avoid excise tax for the Trust, periodic discussion with management on tax issues affecting the Trust, and reviewing and signing the Fund’s federal income tax returns.
The aggregate fees billed in each of the last two fiscal years for products and services rendered by the principal accountant to the registrant, other than the services reported in paragraphs (a) through (c) of this Item were $16,511 for 2020 and $15,435 for 2019.
The aggregate fees billed in each of the last two fiscal years for products and services rendered by the principal accountant to the registered investment company’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registered investment company other than the services reported in paragraphs (a) through (c) of this Item were $100,180 for 2020 and $103,294 for 2019.
(e)(1)
The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(e)(2)
None of the services described in paragraphs (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| (f) | Less than 50% of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees. |
(g)
During the fiscal years ended, July 31, 2019 and July 31, 2020, aggregate non-audit fees of $0 and $0, respectively, were billed by the registrant’s accountant for services rendered to the registrant. No non-audit fees were billed in either of the registrant’s fiscal years ended July 31, 2018 and July 31, 2019 by the registrant’s accountant for services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.
Item 5. Audit Committee of Listed Registrants.
| (a) | The registrant has a separately designated audit committee consisting of all the independent trustees of the registrant. The members of the audit committee are: Stephen G. O’Grady, James A. Simpson, Robert S. Tull, Jr. and Myles J. Edwards. |
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
None.
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) | There were 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)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
(a)(3)
Not applicable.
(a)(4)
Not applicable.
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.
(Registrant) | ETFis Series Trust I |
By (Signature and Title)* | /s/ William J. Smalley |
| William J. Smalley, President and Principal Executive Officer |
| (Principal Executive Officer) |
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 (Signature and Title)* | /s/ William J. Smalley |
| William J. Smalley, President and Principal Executive Officer |
| (Principal Executive Officer) |
By (Signature and Title)* | /s/ Brinton W. Frith |
| Brinton W. Frith, Treasurer and Principal Financial Officer/Principal Accounting Officer |
| (Principal Financial Officer/Principal Accounting Officer) |
* Print the name and title of each signing officer under his or her signature.