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)
31 West 52nd Street, 16th Floor New
York, NY 10019
(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: January 31, 2024
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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
| (a) | The Report to Shareholders is attached herewith. |
ETFis Series Trust I
VIRTUS REAVES UTILITIES ETF
SEMI-ANNUAL REPORT
January 31, 2024
Table of Contents
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2 |
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3 |
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5 |
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6 |
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7 |
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8 |
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12 |
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15 |
1
Dear Shareholder:
On behalf of Virtus ETF Advisers LLC (the “Adviser”), I am pleased to present the shareholder report for ETFis Series Trust I (the “Trust”) for the semiannual fiscal period ended January 31, 2024. 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)
On behalf of the Adviser and our fund Sub-Adviser, 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.
2
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 (August 1, 2023 to January 31, 2024).
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.
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Beginning |
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Ending |
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Annualized |
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Expenses |
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Virtus Reaves Utilities ETF |
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Actual |
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$1,000.00 |
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$945.80 |
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0.49% |
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$2.40 |
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Hypothetical(1) |
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$1,000.00 |
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$1,022.67 |
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0.49% |
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$2.49 |
(1)Assuming 5% return before expenses.
(2)Expenses are calculated using the Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 184/366 (to reflect the six-month period).
The accompanying notes are an integral part of these financial statements.
3
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Security Description |
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Shares |
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Value |
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COMMON STOCKS — 99.7% |
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Utilities — 99.7% |
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Alliant Energy Corp. |
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5,175 |
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$251,816 |
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Ameren Corp. |
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2,727 |
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189,717 |
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Atmos Energy Corp. |
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19,544 |
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2,226,843 |
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CenterPoint Energy, Inc. |
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87,971 |
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2,457,910 |
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CMS Energy Corp. |
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34,934 |
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1,996,827 |
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Constellation Energy Corp. |
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23,872 |
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2,912,384 |
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Dominion Energy, Inc. |
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44,010 |
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2,012,137 |
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DTE Energy Co. |
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26,472 |
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2,790,678 |
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Edison International |
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38,750 |
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2,614,850 |
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Entergy Corp. |
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13,603 |
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1,357,035 |
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Exelon Corp. |
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26,548 |
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924,136 |
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NextEra Energy, Inc. |
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62,225 |
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3,648,252 |
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NiSource, Inc. |
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91,333 |
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2,371,918 |
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PG&E Corp. |
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206,856 |
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3,489,661 |
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Pinnacle West Capital Corp. |
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33,709 |
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2,322,550 |
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PNM Resources, Inc. |
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50,970 |
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1,846,643 |
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PPL Corp. |
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89,243 |
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2,338,167 |
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Public Service Enterprise Group, Inc. |
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55,628 |
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3,225,868 |
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Sempra |
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45,237 |
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3,237,160 |
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Southern Co. (The) |
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30,819 |
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2,142,537 |
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Vistra Corp. |
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73,182 |
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3,002,657 |
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Xcel Energy, Inc. |
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40,300 |
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2,412,761 |
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TOTAL INVESTMENTS — 99.7% |
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(Cost $48,265,943) |
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49,772,507 |
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Other Assets in Excess of Liabilities — 0.3% |
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162,955 |
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Net Assets — 100.0% |
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$49,935,462 |
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Portfolio Composition |
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January 31, 2024 (unaudited) |
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Asset Allocation as of 01/31/2024 (based on net assets) |
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Utilities |
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99.7 |
% |
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Other Assets in Excess of Liabilities |
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0.3 |
% |
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Total |
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100.0 |
% |
The following table summarizes valuation of the Fund’s investments under the fair value hierarchy levels as of January 31, 2024.
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Asset Valuation Inputs |
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Common Stocks |
$49,772,507 |
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$— |
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$— |
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$49,772,507 |
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Total |
$49,772,507 |
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$— |
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$— |
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$49,772,507 |
The accompanying notes are an integral part of these financial statements.
4
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Virtus Reaves |
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Assets: |
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Investments, at cost |
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$48,265,943 |
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Investments, at value |
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49,772,507 |
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Cash |
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69,938 |
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Receivables: |
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Investment securities sold |
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98,719 |
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Dividends and interest |
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32,359 |
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Prepaid expenses |
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230 |
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Total Assets |
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49,973,753 |
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Liabilities: |
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Payables: |
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Sub-Advisory fees |
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38,291 |
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Total Liabilities |
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38,291 |
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Net Assets |
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$49,935,462 |
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Net Assets Consist of: |
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Paid-in capital |
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$52,095,642 |
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Total distributable earnings (accumulated deficit) |
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(2,160,180 |
) |
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Net Assets |
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$49,935,462 |
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Shares outstanding (unlimited number of shares of beneficial interest authorized, no par value) |
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1,150,004 |
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Net asset value per share |
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$43.42 |
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The accompanying notes are an integral part of these financial statements.
5
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Virtus Reaves Utilities ETF |
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Investment Income: |
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Dividend income |
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$700,110 |
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Interest income |
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2,394 |
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Total Investment Income |
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702,504 |
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Expenses: |
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Sub-Advisory fees |
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109,032 |
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Total Expenses |
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109,032 |
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Net Investment Income |
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593,472 |
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Net Realized Gain (Loss) on: |
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Investments |
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(2,149,859 |
) |
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Total Net Realized Loss |
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(2,149,859 |
) |
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Change in Net Unrealized Appreciation (Depreciation) on: |
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Investments |
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(887,669 |
) |
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Total Change in Net Unrealized Depreciation |
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(887,669 |
) |
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Net Realized and Change in Unrealized Loss |
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(3,037,528 |
) |
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Net Decrease in Net Assets Resulting from Operations |
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$(2,444,056 |
) |
The accompanying notes are an integral part of these financial statements.
6
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Virtus Reaves Utilities ETF |
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|||
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For the |
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For the |
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Increase (Decrease) in Net Assets Resulting from Operations: |
|
|
|
|
|
|
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Net investment income |
|
$593,472 |
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|
$905,247 |
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|
Net realized gain (loss) |
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(2,149,859 |
) |
|
708,565 |
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|
Net change in unrealized depreciation |
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(887,669 |
) |
|
(2,945,750 |
) |
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Net decrease in net assets resulting from operations |
|
(2,444,056 |
) |
|
(1,331,938 |
) |
|
Distributions to Shareholders |
|
(616,502 |
) |
|
(1,032,054 |
) |
|
Shareholder Transactions: |
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Proceeds from shares sold |
|
8,792,442 |
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|
— |
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|
Cost of shares redeemed |
|
— |
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|
(4,528,767 |
) |
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Net increase (decrease) in net assets resulting from shareholder transactions |
|
8,792,442 |
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(4,528,767 |
) |
|
Increase (decrease) in net assets |
|
5,731,884 |
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(6,892,759 |
) |
|
Net Assets: |
|
|
|
|
|
|
|
Beginning of period/year |
|
44,203,578 |
|
|
51,096,337 |
|
|
End of period/year |
|
$49,935,462 |
|
|
$44,203,578 |
|
|
Changes in Shares Outstanding: |
|
|
|
|
|
|
|
Shares outstanding, beginning of period/year |
|
950,004 |
|
|
1,050,004 |
|
|
Shares sold |
|
200,000 |
|
|
— |
|
|
Shares redeemed |
|
— |
|
|
(100,000 |
) |
|
Shares outstanding, end of period/year |
|
1,150,004 |
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|
950,004 |
|
The accompanying notes are an integral part of these financial statements.
7
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Virtus Reaves Utilities ETF |
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For the |
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For the |
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For the |
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For the |
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For the |
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For the |
||||||||||||
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Per Share Data for a Share Outstanding throughout each period presented: |
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|
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|
|
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|
|
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|
Net asset value, |
|
|
$46.53 |
|
|
|
$48.66 |
|
|
|
$42.58 |
|
|
|
$38.99 |
|
|
|
$38.59 |
|
|
|
$33.54 |
|
|
Investment operations: |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1 |
|
|
0.59 |
|
|
|
0.93 |
|
|
|
0.95 |
|
|
|
0.85 |
|
|
|
0.85 |
|
|
|
0.74 |
|
|
Net realized and unrealized |
|
|
(3.10 |
) |
|
|
(2.00 |
) |
|
|
6.07 |
|
|
|
3.62 |
|
|
|
0.35 |
2 |
|
|
5.06 |
|
|
Total from investment operations |
|
|
(2.51 |
) |
|
|
(1.07 |
) |
|
|
7.02 |
|
|
|
4.47 |
|
|
|
1.20 |
|
|
|
5.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Less Distributions from: |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
(0.60 |
) |
|
|
(1.06 |
) |
|
|
(0.94 |
) |
|
|
(0.88 |
) |
|
|
(0.80 |
) |
|
|
(0.75 |
) |
|
Total distributions |
|
|
(0.60 |
) |
|
|
(1.06 |
) |
|
|
(0.94 |
) |
|
|
(0.88 |
) |
|
|
(0.80 |
) |
|
|
(0.75 |
) |
|
Net Asset Value, End of period |
|
|
$43.42 |
|
|
|
$46.53 |
|
|
|
$48.66 |
|
|
|
$42.58 |
|
|
|
$38.99 |
|
|
|
$38.59 |
|
|
Net Asset Value Total Return3 |
|
|
(5.42 |
)% |
|
|
(2.19 |
)% |
|
|
16.70 |
% |
|
|
11.69 |
% |
|
|
3.24 |
% |
|
|
17.47 |
% |
|
Net assets, end of period |
|
|
$49,935 |
|
|
|
$44,204 |
|
|
|
$51,096 |
|
|
|
$36,197 |
|
|
|
$27,295 |
|
|
|
$23,153 |
|
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RATIOS/SUPPLEMENTAL DATA: |
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Ratios to Average Net Assets: |
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|
|
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|
Expenses |
|
|
0.49 |
%4 |
|
|
0.49 |
% |
|
|
0.49 |
% |
|
|
0.49 |
% |
|
|
0.49 |
% |
|
|
0.76 |
%5 |
|
Net investment income |
|
|
2.67 |
%4 |
|
|
2.01 |
% |
|
|
2.09 |
% |
|
|
2.10 |
% |
|
|
2.17 |
% |
|
|
2.04 |
% |
|
Portfolio turnover rate6 |
|
|
26 |
%7 |
|
|
60 |
% |
|
|
43 |
% |
|
|
19 |
% |
|
|
34 |
% |
|
|
28 |
% |
1Based on average shares outstanding.
2The 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.
3Net 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.
4Annualized.
5The ratios of expenses to average net assets includes tax expense fees of less than 0.01%.
6Portfolio 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.
7Not annualized.
8
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”).
At January 31, 2024, ten funds of the Trust are offered for sale. The Virtus Reaves Utilities ETF (the “Fund”), a separate investment portfolio of the Trust, is presented in this semi-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. The Board of Trustees of the Trust (the “Board”) has designated Virtus ETF Advisers LLC (the “Adviser”) to serve as its valuation designee, pursuant to Rule 2a-5 under the 1940 Act, to perform the fair value determinations relating to any or all the Fund investments. Accordingly, 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 by the Adviser at fair value as determined in good faith using procedures approved by 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. The Adviser, on behalf of the Fund, utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. 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.
9
Notes to Financial Statements (continued)
January 31, 2024 (unaudited)
•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.
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 January 31, 2024 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 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. The Sub-Adviser pays the Adviser’s fee out of the Sub-Adviser’s fee, 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 Fund pays the Sub-Adviser 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
10
Notes to Financial Statements (continued)
January 31, 2024 (unaudited)
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.
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 January 31, 2024, the Sub-Adviser held 13,601 shares of the Fund, which represent 1.2% 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 in aggregate blocks of shares or multiples thereof 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.
Authorized participants pay a fixed transaction fee of $500 to the shareholder servicing agent when purchasing and redeeming Creation Units of the Fund. The transaction fee is used to defray the costs associated with the issuance and redemption of Creation Units.
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 (2021, 2022 and 2023), as defined by IRS statute of limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of January 31, 2024, the Fund did not have a liability for any unrecognized tax benefits or uncertain tax positions that would require recognition in the financial statements. 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 period ended January 31, 2024, the Fund had no accrued penalties or interest.
At July 31, 2023, the adjusted cost basis of investments and gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows
|
Federal Tax |
|
Gross |
|
Gross |
|
Net Unrealized |
|
$41,008,098 |
|
$3,150,558 |
|
$(851,861) |
|
$2,298,697 |
11
Notes to Financial Statements (continued)
January 31, 2024 (unaudited)
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, 2023, the Fund did not incur and or elect to defer Post-October Losses and Late Year Ordinary Losses.
At July 31, 2023, 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 |
|
Long-Term |
|
Total |
|
$1,398,319 |
|
$— |
|
$1,398,319 |
6. INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short-term investments), subscriptions in-kind and redemptions in-kind for the period ended January 31, 2024 were as follows:
|
Purchases |
|
Sales |
|
Subscriptions In-Kind |
|
Redemptions In-Kind |
|
$12,411,228 |
|
$11,674,098 |
|
$8,766,110 |
|
$— |
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 invests a high percentage of its assets in the securities of issuers engaged primarily in utilities-related industries. Fluctuations in these industries of concentration will 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
At January 31, 2024, 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 |
|
63% |
|
3 |
10. NEW REGULATORY PRONOUNCEMENT
In October 2022, the SEC adopted a rule and form amendments relating to tailored shareholder reports for mutual funds and ETFs; and fee information in investment company advertisements. The rule and form amendments will require mutual funds and ETFs to transmit streamlined shareholder reports that highlight key information to investors. The rule amendments will require that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective in January 2023 and there is an 18-month transition period after the effective date of the amendment with a compliance date of July 2024.
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.
12
Board Considerations for
Virtus Reaves Utilities ETF
During executive session, the Independent Trustees of ETFis Series Trust I (the “Trust”) considered the following factors in connection with their approval of the continuance of the advisory and sub-advisory agreements as listed below for the Trust.
November 13, 2023 Annual Consideration of Advisory and Sub-Advisory Agreements for Virtus Reaves Utilities ETF (the “Fund”)
On November 13, 2023 at a meeting (the “Meeting”) at which all of the Trustees were present and could hear and be heard, including all of the Trustees who were not “interested persons” (as that term is defined in the Investment Company Act of 1940) of the Trust (the “Independent Trustees”), the Board of Trustees (the “Board”) of the Trust, including the Independent Trustees voting separately, reviewed and unanimously approved for the Fund the continuance of an investment advisory agreement between Virtus ETF Advisers LLC (the “Adviser”) and the Trust (the “Advisory Agreement”), and an investment sub-advisory agreement among W. H. Reaves & Co., Inc. d/b/a/ Reaves Asset Management (the “Sub-Adviser”), the Adviser and the Trust (the “Sub-Advisory Agreement”).
At the Meeting, the Board received and reviewed information provided by the Adviser and the Sub-Adviser in response to requests of the Board and its counsel, including a memorandum from the Adviser that included a description of the Adviser’s business, a copy of the Adviser’s Form ADV, and certain other information about the Adviser to be considered in connection with the Trustees’ review process (the “Adviser Memorandum”), and a memorandum from the Sub-Adviser that included a description of the Sub-Adviser’s business, a copy of the Sub-Adviser’s Form ADV and certain other information about the Sub-Adviser to be considered in connection with the Trustees’ review process (the “Sub-Adviser Memorandum”). The Board also engaged with representatives of the Adviser to discuss the Fund.
Advisory Agreement
In deciding on whether to approve the continuance of the Advisory Agreement with the Adviser on behalf of the Fund, the Board considered numerous factors, including:
The nature, extent, and quality of the services provided by the Adviser. The Board considered the responsibilities the Adviser has under the Advisory Agreement, and the services provided by the Adviser to the Fund, including, without limitation, the management, oversight, and administrative services that the Adviser and its employees provide to the Fund, the Adviser’s coordination of services for the Fund by the Trust’s service providers, its compliance procedures and practices, and its efforts to promote the Fund. The Board noted that many of the Trust’s executive officers are employees of the Adviser and serve the Trust without additional compensation from the Fund. The Board also considered the information in the Adviser Memorandum, including descriptions of the Adviser’s investment advisory services and its related non-advisory business. The Board concluded that the quality, extent, and nature of the services provided by the Adviser are satisfactory and adequate for the Fund.
Investment performance of the Fund and the Adviser. The Board evaluated the investment management experience of the Adviser, in light of the services it has provided to the Fund. In this regard, the Board received information from the Adviser regarding, among other things, the Adviser’s experience in organizing, managing and overseeing the Fund and coordinating its operation and administration. In particular, the Board received and reviewed information dated as of August 31, 2023, comparing the Fund’s performance to its applicable peer group. In conducting its review, the Board considered the fact that the Fund was sub-advised, and thus its performance results were specifically relevant to the Sub-Adviser’s portfolio management capabilities. After consideration of these factors, the Board determined that the Adviser possessed adequate capabilities and experience for the management of the Fund.
The costs of the services provided and profits realized by the Adviser from its relationship with the Fund. The Board examined and evaluated the arrangements between the Adviser and the Fund under the Advisory Agreement. The Board considered the fact that the Fund utilizes a “unified fee” structure in which a Fund’s ordinary operating expenses (subject to customary exclusions) are paid from the Sub-Adviser’s management fee.
The Board also considered potential benefits to the Adviser in managing the Fund, including promotion of the Adviser’s name, and the interests of the Adviser in providing management and oversight services to the Fund. In addition, at the Meeting, the Board compared the management fee and net expense ratio of the Fund to the management fees and net expense ratios of other funds considered by the Adviser to have similar investment objectives and strategies to the Fund and comparable assets under management (“AUM”). Specifically, the Board noted that the management fee and expense ratio for the Fund were higher than the median and average, but below the maximum, management fees and expense ratios of its peer group.
Following these comparisons and upon further consideration and discussion of the foregoing, the Board concluded that the fees paid to the Adviser (pursuant to the Sub-Advisory Agreement) are appropriate and representative of arm’s-length negotiations.
13
Approval of Advisory Agreements & Board Considerations (unaudited) (continued)
The extent to which economies of scale would be realized as the Fund grows and whether management fee levels reflect these economies of scale for the benefit of the Fund’s investors. The Board considered the AUM and operational history of the Fund, together with the fees paid to the Adviser (including any capped fees). The Board considered that the Fund is subject to a unified fee. The Board considered that the Fund has experienced benefits from the unified fee arrangement and would continue to do so even after the Adviser reaches firm-wide profitability. Accordingly, the Board concluded that the Fund’s fee arrangement provides benefits through the unified fee structure, and that, at the Fund’s current and projected asset levels, the Fund’s arrangement with the Adviser is appropriate.
Other benefits derived by the Adviser from its relationship with the Fund. The Board considered material “fall-out” or ancillary benefits that accrue to the Adviser as a result of its relationship with the Fund (other than the advisory fee). The Board noted that affiliates of the Adviser serve as principal underwriter and operational administrator for the Fund, and that the association could result in non-quantifiable reputational benefits for those entities. Based on the foregoing information, the Board concluded that such potential benefits are immaterial to its consideration and approval of the continuance of the Advisory Agreement.
Conclusion. The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors. The Board reviewed with counsel to the Independent Trustees the legal standards applicable to its consideration of the Advisory Agreement. Based on its review, including consideration of each of the factors referenced above, the Board determined, in the exercise of its reasonable business judgment, that the Advisory Agreement was fair and reasonable in light of the services performed or to be performed, expenses incurred or to be incurred and such other matters as the Board considered relevant.
After full consideration of the above factors as well as other factors, the Board, including the Independent Trustees, unanimously approved the continuance of the Advisory Agreement on behalf of the Fund.
Sub-Advisory Agreement
In deciding on whether to approve the continuance of the Sub-Advisory Agreement with the Sub-Adviser on behalf of the Fund, the Board considered numerous factors, including:
The nature, extent, and quality of the services provided by the Sub-Adviser. The Board considered the responsibilities the Sub-Adviser has under the Sub-Advisory Agreement and the services provided by the Sub-Adviser including, without limitation, its investment advisory services and the Sub-Adviser’s compliance procedures and practices, and its efforts to promote the Fund. After reviewing the foregoing information and further information in the materials, including the Sub-Adviser Memorandum (which included descriptions of the Sub-Adviser’s business and the Sub-Adviser’s Form ADV), the Board concluded that the quality, extent, and nature of the services provided by the Sub-Adviser are satisfactory and adequate for the Fund.
Investment performance of the Fund and the Sub-Adviser. The Board evaluated the experience of the Sub-Adviser in carrying out the day-to-day management of the Fund’s portfolio. In particular, the Board received and reviewed information from the Adviser regarding the performance of the Sub-Adviser in implementing the investment objective and strategies for the Fund. Specifically, the Board noted that the Fund had outperformed the average and median performance of its peer group for each of the one-year, three-year, and five-year periods and outperformed most of the funds in its peer group during those periods. After consideration of these factors, the Board determined that the Sub-Adviser continued to be an appropriate sub-adviser to the Fund and that the Fund had satisfactory performance.
The costs of the services provided and profits realized by the Sub-Adviser from its relationship with the Fund. The Board examined and evaluated the arrangements between the Sub-Adviser and the Adviser under the Sub-Advisory Agreement. The Board considered the fact that the Fund utilizes a “unified fee” structure in which the Fund’s ordinary operating expenses (subject to customary exclusions) are paid from the Sub-Adviser’s management fee. The Board noted that, under such an arrangement, the Sub-Adviser would likely supplement a portion of the cost of operating the Fund for some period of time and considered the benefits that would accrue to the Fund.
The Board considered the Sub-Adviser’s staffing, personnel, and methods of operating; the Sub-Adviser’s compliance policies and procedures; the financial condition of the Sub-Adviser and the level of commitment to the Fund by the Sub-Adviser; the current and projected asset levels of the Fund; and the overall expenses of the Fund. The Board also considered potential benefits to the Sub-Adviser in sub-advising the Fund, including promotion of the Sub-Adviser’s name.
The Board compared the fees and expenses of the Fund (including the sub-advisory fee) to other funds considered by the Adviser to have investment objectives and strategies similar to the Fund and comparable AUM, as noted above. Following these comparisons and upon further consideration and discussion of the foregoing, the Board concluded that the fees paid to the Sub-Adviser by the Fund are appropriate and representative of arm’s-length negotiations.
14
Approval of Advisory Agreements & Board Considerations (unaudited) (continued)
The extent to which economies of scale would be realized as the Fund grows and whether sub-advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors. The Board considered the AUM and operational history of the Fund, together with the fees paid to the Sub-Adviser (including any capped fees). The Board considered that the Fund is subject to a unified fee. The Board considered that the Fund has experienced benefits from the unified fee arrangement, particularly where the Sub-Adviser is paying Fund expenses in excess of the unified fee. The Board considered that the Fund would continue to experience such benefits even after the Fund’s assets grow to a level where the Sub-Adviser is no longer required to reimburse the Fund’s ordinary operating expenses in excess of the amount received by the Sub-Adviser under the unified fee. Accordingly, the Board concluded that the Fund’s fee arrangement provides benefits through the unified fee structure and that, at the Fund’s current and projected asset levels, the Fund’s arrangement with the Sub-Adviser is appropriate.
Other benefits derived by the Sub-Adviser from its relationship with the Fund. The Board considered material “fall-out” or ancillary benefits that accrue to the Sub-Adviser as a result of its relationship with the Fund (other than the sub-advisory fee). For example, the Board noted that the Sub-Adviser may obtain reputational benefits from the success of the Fund or other Virtus ETFs. Based on their review and other considerations, the Board concluded that such potential benefits are immaterial to its consideration and approval of the continuance of the Sub-Advisory Agreement.
Conclusion. The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors. The Board reviewed with counsel to the Independent Trustees the legal standards applicable to its consideration of the Sub-Advisory Agreement. Based on its review, including consideration of each of the factors referenced above, the Board determined, in the exercise of its reasonable business judgment, that the sub-advisory arrangement, as outlined in the Sub-Advisory Agreement, was fair and reasonable in light of the services performed or to be performed, expenses incurred or to be incurred, and such other matters as the Board considered relevant.
After full consideration of the above factors as well as other factors, the Board, including the Independent Trustees, unanimously approved the continuance of the Sub-Advisory Agreement with the Sub-Adviser on behalf of the Fund.
15
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.
8572(03/24)
c/o VP Distributors, LLC
One Financial Plaza
Hartford, Connecticut 06103
(b) Not applicable
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
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(a) of this Form. |
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(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) | 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)(1) | Not applicable. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(2)(1) | Not applicable. |
| (a)(2)(2) | Not applicable. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. |
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) |
| Date | April 4, 2024 |
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) |
| Date | April 4, 2024 |
| 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) |
| Date | April 4, 2024 |
* Print the name and title of each signing officer under his or her signature.