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 811-22638

 

Arrow Investments Trust

(Exact name of registrant as specified in charter)

 

6100 Chevy Chase Drive Suite 100 , Laurel MD 20707

(Address of principal executive offices) (Zip code)

 

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware 19808

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2619

 

Date of fiscal year end: 1/31

 

Date of reporting period: 1/31/20

 

Item 1. Reports to Stockholders.

 

 

(ARROW FUNDS LOGO)

 

 

 

 

 

 

Arrow Reserve Capital Management ETF

 

ARCM

 

 

 

Annual Report

January 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-877-277-6933

1-877-ARROW-FD

www.ArrowFunds.com

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website www.ArrowFunds.com, 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 to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you.

1

 

Dear Shareholder:

 

We are pleased to present this annual report for the Arrow Reserve Capital Management ETF (“ARCM” or the “Fund”) for the one-year period ended January 31, 2020. ARCM is a conservative ultra short-term fixed income fund that invests in a variety of investment grade fixed income securities with maturities generally ranging from zero to two years. The Fund is sub-advised by Halyard Asset Management, LLC, a leader in reserve capital and fixed income strategies.

 

ARCM is actively managed in an attempt to maximize income potential without substantially increasing portfolio risk. The Fund tries to identify holdings that offer an acceptable yield and return potential for a given level of credit risk and maturity.

 

Management’s Discussion of Fund Performance

 

All Fund performance herein is based on net asset value (“NAV”) and assumes the reinvestment of distributions, without regard to individual taxes or withholdings. Index returns assume reinvestment of distributions, but do not include fees. Individual performance will vary due to a number of factors, including, but not limited to, trading commissions, bid/ask spreads, premium/discounts relative to the NAV, time of trading and other potential market factors—please refer to the Fund’s prospectus for more information.

 

For the one-year period ended January 31, 2020, performance of ARCM was 2.37%. For a comparison, the FTSE US 6 Month Treasury Bill Total Return Index was 2.32% for the same period. Since the Fund’s inception on March 31, 2017, the Fund has an annualized total return of 1.81% and the FTSE US 6 Month Treasury Bill Total Return Index was up 1.83% for the same period. With a large mix of floating rate notes, the Fund performed well as the Federal Reserve decreased the Fed Funds target three times in 2019, which was a trend reversal after raising the target four times during 2018.

 

Overall, the Fund’s strategy performed admirably for the year with the majority of the holdings contributing in a positive way to the portfolio. As the Federal Reserve began to lower the Fed Funds Rate, the yield of the Fund began to flatten. The Fund generally pays distributions monthly, or as needed if special distributions are required. As of the last distribution made during the reporting period on January 31, 2020, the Fund’s 30-day U.S. Securities and Exchange Commission yield was 1.54% and the 12-month distribution yield was 2.45%.

 

For more information about current performance, holdings, or historical premiums/discounts, please visit our website at www.arrowfunds.com. We are grateful for your continued confidence in our company.

 

Sincerely,

 

(-S-JOSEPH J. BARRATO)

 

Joseph J. Barrato

Chief Executive Officer

Arrow Investment Advisors, LLC

March 2020

 

AD-031920

2

 

Arrow Reserve Capital Management ETF
PORTFOLIO REVIEW (Unaudited)
January 31, 2020

 

The Fund’s performance figures* for the year ended January 31, 2020, as compared to its benchmark:

 

    Annualized
    Since Inception** -
  One Year January 31, 2020
Arrow Reserve Capital Management ETF - NAV 2.37% 1.81%
Arrow Reserve Capital Management ETF - Market Price 2.55% 1.82%
FTSE Treasury Bill 6 Month USD Index 2.32% 1.83%

 

* The Fund’s past performance does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.arrowfunds.com or by calling 1-877-277-6933.

 

The Fund’s per share net asset value or “NAV” is the value of one share of the Fund as calculated in accordance with the standard formula for valuing shares. The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Market and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. Information detailing the number of days the Market Price of the Fund was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV can be obtained at www.arrowfunds.com. The Fund’s total annual operating expenses, before fee waivers and/or expense reimbursements are 0.50% per the June 1, 2019 prospectus. After fee waivers and/or expense reimbursements, the Fund’s total annual expenses are 0.42% per the June 1, 2019 prospectus. The Advisor has put in place a fee waiver. The Fund’s total return would

 

** As of the close of business on the day of commencement of trading on March 31, 2017.

 

The FTSE Treasury Bill 6 Month USD Index is a market value-weighted index of public obligations of the U.S. Treasury with maturities of six months. The Index reflects no deduction for fees, expenses or taxes.

 

Comparison of the Change in Value of a $10,000 Investment

 

(LINE GRAPH)

 

The Fund’s Holdings by Asset Class are as follows:

 

Asset Class   % of Net Assets  
Corporate Bonds     76.9 %
U.S. Treasury Bills     19.7 %
U.S. Treasury Notes     5.0 %
Municipal Bond     0.8 %
Liabilities in Excess of Other Assets     (2.4 )%
      100.0 %

 

Please refer to the Portfolio of Investments in this Annual Report for a detailed listing of the Fund’s holdings.

3

 

Arrow Reserve Capital Management ETF
PORTFOLIO OF INVESTMENTS
January 31, 2020

 

Principal Amount ($)         Coupon Rate (%)   Maturity   Value  
        CORPORATE BONDS - 76.9%                
        AEROSPACE & DEFENSE - 3.3%                
  1,514,000     General Dynamics Corp., 3M Libor + 0.29% #   2.191   5/11/2020   $ 1,515,418  
  303,000     Lockheed Martin Corp.   2.500   11/23/2020     304,835  
                      1,820,253  
        AUTOMOBILES MANUFACTURING - 7.2%                
  751,000     American Honda Finance Corp., 3M Libor + 0.27% #   2.089   7/20/2020     751,730  
  600,000     Ford Motor Credit Co. LLC, 3M Libor + 0.79% #   2.677   6/12/2020     600,540  
  1,213,000     General Motors Co., Inc., 3M Libor + 0.80% #   2.693   8/7/2020     1,215,443  
  1,486,000     Toyota Motor Credit Corp., 3M Libor + 0.17% #   2.068   9/18/2020     1,487,327  
                      4,055,040  
        BANKS - 4.6%                
  433,000     Citibank NA, 3M Libor + 0.32% #   2.229   5/1/2020     433,190  
  250,000     Citibank NA, 3M Libor + 0.57% #   2.376   7/23/2021     251,638  
  1,045,000     PNC Bank NA, 3M Libor + 0.36% #   2.263   5/19/2020     1,046,052  
  13,000     Wells Fargo Bank NA, 3M Libor + 0.88% #   2.682   7/22/2020     13,054  
  844,000     Wells Fargo Bank NA, 3M Libor + 1.34% #   3.240   3/4/2021     855,287  
                      2,599,221  
        BIOTECHNOLOGY - 1.2%                
  687,000     Amgen, Inc. 3M Libor + 0.45% #   2.351   5/11/2020     687,739  
                         
        CABLE & SATELLITE - 2.1%                
  1,190,000     Comcast Corp. 3M Libor + 0.33% #   2.239   10/1/2020     1,192,477  
                         
        COMMUNICATIONS EQUIPMENT - 3.1%                
  642,000     Apple, Inc., 3M Libor + 0.25% #   2.151   2/7/2020     642,022  
  835,000     Apple, Inc., 3M Libor + 0.20% #   2.094   2/7/2020     835,035  
  268,000     Apple, Inc., 3M Libor + 0.07% #   1.971   5/11/2020     268,063  
                      1,745,120  
        CONSUMER FINANCE - 7.5%                
  95,000     American Express Credit Corp., 3M Libor + 0.43% #   2.336   3/3/2020     95,000  
  72,000     American Express Credit Corp., 3M Libor + 0.73% #   2.647   5/26/2020     72,123  
  1,134,000     American Express Co., 3M Libor + 0.53% #   2.429   5/17/2021     1,139,061  
  1,111,000     Capital One Financial Corp., 3M Libor + 0.76% #   2.661   5/12/2020     1,112,506  
  367,000     Capital One Financial Corp., 3M Libor + 0.45% #   2.220   10/30/2020     367,875  
  1,407,000     Synchrony Financial, 3M Libor + 1.23% #   3.132   2/3/2020     1,407,000  
                      4,193,565  
        CONSUMER PRODUCTS - 0.9%                
  482,000     Estee Lauder Co., Inc.   1.800   2/7/2020     481,993  
                         
        DIVERSIFIED BANKS - 4.6%                
  534,000     Bank of America Corp.   5.625   7/1/2020     542,421  
  1,176,000     JPMorgan Chase & Co., 3M Libor + 1.21% #   2.980   10/29/2020     1,184,560  
  843,000     Royal Bank of Canada, 3M Libor + 0.39% #   2.159   4/30/2021     846,369  
                      2,573,350  
        ENTERTAINMENT CONTENT - 2.2%                
  1,000,000     The Walt Disney Co., 3M Libor + 0.13% #   2.030   3/4/2020     1,000,330  
  244,000     The Walt Disney Co., 3M Libor + 0.19% #   2.081   6/5/2020     244,231  
                      1,244,561  
        FINANCIAL SERVICES - 3.4%                
  1,170,000     Goldman Sachs Group, Inc. 3M Libor + 1.20% #   3.094   9/15/2020     1,176,931  
  255,000     Morgan Stanley, 3M Libor + 0.98% #   2.874   6/16/2020     255,896  
  222,000     Morgan Stanley   2.800   6/16/2020     222,824  
  243,000     Morgan Stanley, 3M Libor + 1.40% #   3.219   4/21/2021     246,764  
                      1,902,415  

 

See accompanying notes to financial statements.

4

 

Arrow Reserve Capital Management ETF
PORTFOLIO OF INVESTMENTS (Continued)
January 31, 2020

 

Principal Amount ($)         Coupon Rate (%)   Maturity   Value  
        FOOD & BEVERAGE - 2.8%                
  1,270,000     Campbell Soup Co., 3M Libor + 0.50% #   2.394   3/16/2020   $ 1,270,324  
  297,000     Coca-Cola Co.   1.875   10/27/2020     297,540  
                      1,567,864  
        GOVERNMENT REGIONAL - 2.2%                
  1,204,000     Province of Ontario Canada   1.875   5/21/2020     1,204,575  
                         
        HOMEBUILDERS - 0.4%                
  242,000     DR Horton, Inc.   2.550   12/1/2020     243,436  
                         
        MACHINERY MANUFACTURING - 4.6%                
  1,123,000     Caterpillar Financial Services Corp., 3M Libor + 0.18% #   2.090   5/15/2020     1,123,660  
  874,000     Caterpillar Financial Services Corp., 3M Libor + 0.25% #   2.167   8/26/2020     875,238  
  550,000     John Deere Capital Corp., 3M Libor + 0.30% #   2.187   3/13/2020     550,265  
                      2,549,163  
        MANAGED CARE - 0.8%                
  167,000     Anthem, Inc.   4.350   8/15/2020     169,202  
  267,000     UnitedHealth Group, Inc. 3M Libor +0.07% #   1.901   10/15/2020     267,074  
                      436,276  
        MEDICAL EQUIPMENT & DEVICES MANUFACTURING - 3.0%                
  1,699,000     Medtronic, Inc., 3M Libor + 0.80% #   2.694   3/15/2020     1,700,761  
                         
        PHARMACEUTICALS - 1.4%                
  799,000     Bristol-Myers Squibb Co., 3M Libor + 0.2% # 144A   2.104   11/16/2020     800,082  
                         
        PROPERTY & CASUALTY INSURANCE - 2.9%                
  1,309,000     Allstate Corp., 3M Libor + 0.43% #   2.391   3/29/2021     1,313,285  
  275,000     Travelers Cos, Inc.   3.900   11/1/2020     279,625  
                      1,592,910  
        RETAIL - CONSUMER DISCRETIONARY - 2.9%                
  334,000     Amazon, Inc.   1.900   8/21/2020     334,494  
  1,258,000     The Home Depot, Inc., 3M Libor + 0.15% #   2.041   6/5/2020     1,258,812  
                      1,593,306  
        SEMICONDUCTORS - 1.1%                
  625,000     Intel Corp., 3M Libor + 0.08% #   1.981   5/11/2020     625,141  
                         
        SOFTWARE & SERVICES - 0.1%                
  71,000     Microsoft Corp.   1.850   2/6/2020     70,999  
                         
        TRANSPORTATION & LOGISTICS - 2.3%                
  1,304,000     Ryder System, Inc.   2.650   3/2/2020     1,304,148  
                         
        TRAVEL & LODGING - 3.1%                
  757,000     Marriott International, Inc., 3M Libor + 0.60% #   2.507   12/1/2020     759,182  
  488,000     Marriott International, Inc., 3M Libor + 0.65% #   2.535   3/8/2021     490,183  
  495,000     Royal Caribbean Cruises Ltd.   2.650   11/28/2020     497,622  
                      1,746,987  
        UTILITIES - 5.3%                
  515,000     Duke Energy Florida LLC, 3M Libor + 0.25% #   2.167   11/26/2021     516,217  
  1,253,000     Pennsylvania Electric Co.   5.200   4/1/2020     1,259,500  
  1,014,000     Pinnacle West Capital Corp.   2.250   11/30/2020     1,017,664  
  186,000     WEC Energy Group Inc   2.450   6/15/2020     186,368  
                      2,979,749  

 

See accompanying notes to financial statements.

5

 

Arrow Reserve Capital Management ETF
PORTFOLIO OF INVESTMENTS (Continued)
January 31, 2020

 

Principal Amount ($)         Coupon Rate (%)   Maturity   Value  
        WIRELESS TELECOMMUNICATIONS SERVICES - 3.9%                
  583,000     AT&T, Inc., 3M Libor + 0.93% #   2.891   6/30/2020   $ 585,090  
  700,000     AT&T Inc   2.450   6/30/2020     700,958  
  872,000     Verizon Communications, Inc. , 3M Libor + 0.55% #   2.449   5/22/2020     873,286  
                      2,159,334  
                         
        TOTAL CORPORATE BONDS (Cost $43,039,512)             43,070,465  
                         
        MUNICIPAL BONDS - 0.8%                
        REVENUE BONDS - 0.8%                
  150,000     City of Phoenix Civic Improvement Corp.   1.992   7/1/2020     150,176  
  145,000     City of San Antonio TX   6.038   8/1/2040     148,030  
  145,000     County of Sarasota FL   7.016   10/1/2040     150,026  
        TOTAL MUNICIPAL BONDS (Cost $448,210)             448,232  
                         
        U.S. TREASURY BILLS * - 19.7%                
  2,265,000     United States Treasury Bill   0.000   2/11/2020     2,264,033  
  1,500,000     United States Treasury Bill   0.000   2/18/2020     1,498,973  
  1,275,000     United States Treasury Bill   0.000   3/3/2020     1,273,364  
  3,275,000     United States Treasury Bill   0.000   3/10/2020     3,269,745  
  865,000     United States Treasury Bill   0.000   3/12/2020     863,604  
  525,000     United States Treasury Bill   0.000   6/11/2020     522,173  
  575,000     United States Treasury Bill   0.000   7/23/2020     570,927  
  780,000     United States Treasury Bill   0.000   7/30/2020     774,210  
        TOTAL U.S. TREASURY BILLS (Cost $11,036,776)             11,037,029  
                         
        U.S. TREASURY NOTES - 5.0%                
  800,000     United States Treasury Note 3M Libor + 0.04% #   1.579   7/31/2020     799,933  
  2,000,000     United States Treasury Note 3M Libor + 0.14% #   1.675   4/30/2021     2,001,091  
        TOTAL U.S. TREASURY NOTES (Cost $2,797,530)             2,801,024  
                         
        TOTAL INVESTMENTS - 102.4% (Cost - $57,322,028)           $ 57,356,750  
        LIABILITIES IN EXCESS OF OTHER ASSETS - (2.4)%             (1,323,056 )
        NET ASSETS - 100.0%           $ 56,033,694  

 

144A - Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule, except to qualified institutional buyers. At January 31, 2020 144A securities amounted to $800,082 or 1.4% of net assets.

 

* Zero Coupon Bonds

 

# Floating Rate Bond - Rate represented is as of January 31, 2020.

 

3M Libor - A 3-month average of the LIBOR index.

 

LLC - Limited Liability Company

 

See accompanying notes to financial statements.

6

 

Arrow Reserve Capital Management ETF
STATEMENT OF ASSETS AND LIABILITIES
January 31, 2020

 

ASSETS        
Investment securities:        
At cost   $ 57,322,028  
At value   $ 57,356,750  
Cash     27,693  
Interest receivable     207,412  
Prepaid expenses and other assets     3,283  
TOTAL ASSETS     57,595,138  
         
LIABILITIES        
Payable for investments purchased     1,419,899  
Investment advisory fees payable     8,290  
Distributions payable     73,864  
Payable to related parties     18,142  
Accrued expenses and other liabilities     41,249  
TOTAL LIABILITIES     1,561,444  
NET ASSETS   $ 56,033,694  
         
Net Assets Consist Of:        
Paid in capital   $ 56,001,177  
Accumulated earnings     32,517  
NET ASSETS   $ 56,033,694  
         
Net Asset Value Per Share:        
Net Assets   $ 56,033,694  
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)     560,000  
Net asset value (Net Assets ÷ Shares Outstanding)   $ 100.06  

 

See accompanying notes to financial statements.

7

 

Arrow Reserve Capital Management ETF
STATEMENT OF OPERATIONS
For the year ended January 31, 2020

 

INVESTMENT INCOME        
Interest   $ 1,489,183  
TOTAL INVESTMENT INCOME     1,489,183  
         
EXPENSES        
Investment advisory fees     173,155  
Administrative services fees     46,498  
Legal fees     28,741  
Audit fees     16,494  
Custodian fees     13,466  
Transfer agent fees     10,212  
Printing and postage expenses     7,200  
Trustees fees and expenses     7,169  
Professional fees     4,479  
Insurance expense     2,452  
Other expenses     4,396  
TOTAL EXPENSES     314,262  
         
Less: Fees waived by the Advisor     (71,845 )
NET EXPENSES     242,417  
         
NET INVESTMENT INCOME     1,246,766  
         
REALIZED AND UNREALIZED GAIN ON INVESTMENTS        
Net realized gain on investments     3,664  
Net change in unrealized appreciation on investments     96,293  
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     99,957  
         
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 1,346,723  

 

See accompanying notes to financial statements.

8

 

Arrow Reserve Capital Management ETF
STATEMENTS OF CHANGES IN NET ASSETS

 

    For Year Ended     For Year Ended  
    January 31, 2020     January 31, 2019  
FROM OPERATIONS                
Net investment income   $ 1,246,766     $ 1,481,860  
Net realized gain (loss) on investments     3,664       (5,724 )
Net change in unrealized appreciation (depreciation) on investments     96,293       (107,619 )
Net increase in net assets resulting from operations     1,346,723       1,368,517  
                 
DISTRIBUTIONS TO SHAREHOLDERS                
From return of capital     (19,857 )      
Total other distributions paid     (1,381,755 )     (1,412,932 )
Net decrease in net assets resulting from distributions to shareholders     (1,401,612 )     (1,412,932 )
                 
FROM SHARES OF BENEFICIAL INTEREST                
Proceeds from shares sold     5,006,081        
Cost of shares redeemed     (5,012,646 )     (20,005,748 )
Net decrease in net assets resulting from shares of beneficial interest     (6,565 )     (20,005,748 )
                 
TOTAL DECREASE IN NET ASSETS     (61,454 )     (20,050,163 )
                 
NET ASSETS                
Beginning of Year     56,095,148       76,145,311  
End of Year   $ 56,033,694     $ 56,095,148  
                 
SHARE ACTIVITY                
Shares Sold     50,000        
Shares Redeemed     (50,000 )     (200,000 )
Net decrease in shares of beneficial interest outstanding           (200,000 )

 

See accompanying notes to financial statements.

9

 

Arrow Reserve Capital Management ETF
FINANCIAL HIGHLIGHTS

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period

 

    For the Year Ended     For the Year Ended     For the Period Ended  
    January 31, 2020     January 31, 2019     January 31, 2018 (1)(8)  
Net asset value, beginning of period   $ 100.17     $ 100.19     $ 100.00  
Activity from investment operations:                        
Net investment income (2)     2.16       2.00       0.80  
Net realized and unrealized gain (loss) on investments     0.18       (0.12 )     0.09  
Total from investment operations     2.34       1.88       0.89  
Less distributions from:                        
Net investment income     (2.41 )     (1.90 )     (0.69 )
Net realized gains                 (0.01 )
Return of capital     (0.04 )            
Total distributions     (2.45 )     (1.90 )     (0.70 )
Net asset value, end of period   $ 100.06     $ 100.17     $ 100.19  
Total return (6)     2.37 %     1.90 %     0.89 % (4)
Net assets, at end of period (000s)   $ 56,034     $ 56,095     $ 76,145  
Ratio of gross expenses to average net assets (7)     0.54 %     0.50 %     0.52 % (3)
Ratio of net expenses to average net assets     0.42 %     0.42 %     0.42 % (3)
Ratio of net investment income to average net assets     2.16 %     1.99 %     0.94 % (3)
Portfolio Turnover Rate (5)     24 %     33 %     66 % (4)

 

 
(1) The Arrow Reserve Capital Management ETF commenced operations on March 30, 2017.

 

(2) Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

(3) Annualized for periods less than one year.

 

(4) Not annualized for periods less than one year.

 

(5) Portfolio turnover rate excludes portfolio securities received or delivered as a result of processing capital share transactions in Creation Units.

 

(6) Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates. Had Arrow Investment Advisors, LLC not waived fees or reimbursed a portion of the expenses, total returns would have been lower.

 

(7) Represents the ratio of expenses to average net assets absent fee waivers and /or expense reimbursements by Arrow Investment Advisors, LLC.

 

(8) Effective November 1, 2017, the Fund had a 1:5 reverse stock split. Per share amounts for the period have been adjusted to give effect to the 1:5 stock split.

 

See accompanying notes to financial statements.

10

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS
January 31, 2020
 
1. ORGANIZATION

 

The Arrow Reserve Capital Management ETF (the “Fund”) is a diversified series of Arrow Investments Trust (“Trust”), a statutory trust organized under the laws of the State of Delaware on August 2, 2011, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund’s investment objective seeks to preserve capital while maximizing current income. The investment objective is non-fundamental. The Fund commenced operations on March 30, 2017.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make 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 the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services-Investment Companies” including FASB Accounting Standards Update (“ASU”) 2013-08.

 

Securities valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale, such securities shall be valued at the last bid price on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”) using methods which include current market quotations from a major market maker in the securities and based on methods which include the consideration of yields or prices of securities of comparable quality, coupon, maturity and type. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. If market quotations are not readily available or if Arrow Investment Advisors, LLC (the “Advisor”) believes the market quotations are not reflective of market value, securities will be valued at their fair value as determined in good faith by the Advisor and in accordance with the Trust’s Portfolio Securities Valuation Procedures (the “Procedures”), subject to review by the Board. The Board will review the fair value method in use for securities requiring a fair market value determination and supporting documentation from the Advisor at least quarterly for consistency with the Procedures. The Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security. Fair value may also be used by the Board if extraordinary events occur after the close of the relevant world market but prior to the NYSE close. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

11

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2020
 

The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and 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 in an inactive market, prices for similar instruments, 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.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

12

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 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 following tables summarize the inputs used as of the year ended January 31, 2020 for the Fund’s assets measured at fair value:

 

Assets *   Level 1     Level 2     Level 3     Total  
Corporate Bonds   $     $ 43,070,465     $     $ 43,070,465  
Municipal Bonds           448,232             448,232  
U.S. Treasury Bills           11,037,029             11,037,029  
U.S. Treasury Notes           2,801,024             2,801,024  
Total     $     $ 57,356,750     $     $ 57,356,750  

 

The Fund did not hold any Level 3 securities during the period.

 

* See Portfolio of Investments for classification.

 

Security transactions and related income – Security transactions are accounted for on the trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

 

Dividends and distributions to shareholders – Dividends from net investment income, if any, are declared and paid monthly. Distributable net realized capital gains, if any, are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions to shareholders are recorded on the ex-dividend date.

 

Federal Income Taxes – The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no provision for federal income tax is required. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended January 31, 2018 to January 31, 2019, or expected to be taken in the Fund’s January 31, 2020 year-end tax return. The Fund identifies its major tax jurisdictions as U.S. federal and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable (as determined by the Board), taking into consideration the nature and type of expenses and the relative sizes of the funds in the Trust.

13

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2020
 

Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

 

Time Deposits – Time deposits are issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited plus interest to the depositor on the date specified with respect to the deposit. Time deposits do not trade in the secondary market prior to maturity. However, some time deposits may be redeemable prior to maturity and may be subject to withdrawal penalties.

 

3. INVESTMENT TRANSACTIONS

 

For the year ended January 31, 2020, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments), amounted to $10,351,498 and $26,993,166.

 

For the year ended January 31, 2020, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $0 and $0 respectively.

 

4. INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

The business activities of the Fund are overseen by the Board, which is responsible for the overall management of the Fund. The Advisor serves as the Fund’s investment advisor pursuant to an investment advisory agreement with the Trust on behalf of the Fund (the “Advisory Agreement”). The Advisor has engaged Halyard Asset Management LLC as the primary sub-advisor (the “Sub-Advisor”) to the Fund. The Trust has entered into a Global Custody Agreement with Brown Brothers Harriman & Co. to serve as Custodian and to act as transfer and shareholder services agent.

 

The Trust has also entered into an ETF Distribution Agreement (the “Distribution Agreement”) with Northern Lights Distributors, LLC (“NLD or the “Distributor”) to serve as the distributor for the Fund. Archer Distributors, LLC (“Archer”), an affiliate of the Advisor is also a party to the Distribution Agreement and provides marketing services to the Fund, including responsibility for all the Fund’s marketing and advertising materials.

 

Pursuant to the Advisory Agreement, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor a fee, computed and accrued daily and paid monthly, at an annual rate of 0.30% of the Fund’s average daily net assets. The Sub-Advisor is paid by the Advisor, not the Fund. For

14

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2020
 

the year ended January 31, 2020, the Fund incurred $173,155 in advisory fees.

 

Pursuant to a written contract (the “Waiver Agreement”), the Advisor has agreed, at least until November 30, 2020 to waive a portion of its advisory fee and has agreed to reimburse the Fund for other expenses to the extent necessary so that total expenses incurred (exclusive of any front-end or contingent deferred sales loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, underlying fund fees and expenses, foreign custody transaction costs and foreign account set up fees and extraordinary expenses such as litigation expenses) will not exceed 0.42%, herein referred to as the “Expense Limitation.”

 

If the Advisor waives any fee or reimburses any expenses pursuant to the Waiver Agreement, and the Fund’s operating expenses are subsequently lower than its Expense Limitation, the Advisor, on a rolling three-year period (within three years after the fees have been waived or reimbursed), shall be entitled to reimbursement by the Fund provided that such reimbursement does not cause the Fund’s operating expense to exceed the Expense Limitation. If the Fund’s operating expenses subsequently exceed the Expense Limitation, the reimbursements for the Fund shall be suspended. For the year ended January 31, 2020, the Advisor waived fees in the amount of $71,845 pursuant to the Waiver Agreement. The following amounts are subject to recapture by the Advisor through the following date:

 

1/31/2021   1/31/2022   1/31/2023
$  34,166   $  56,766   $  71,845

 

The Advisor may seek reimbursement only for expenses that were waived or paid after the effective date of the Waiver Agreement (or any similar agreement). The Board may terminate this expense reimbursement arrangement at any time.

 

The Trust, with respect to the Fund, has adopted a distribution and service plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay distribution fees to the Distributor and other firms that provide distribution and shareholder services (“Service Providers”). If a Service Provider provides these services, the Fund may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act.

 

No distribution or service fees are currently paid by the Fund and there are no current plans to impose these fees. In the event Rule 12b-1 fees were charged, over time they would increase the cost of an investment in the Fund.

 

Gemini Fund Services, LLC (“GFS”) – GFS, an affiliate of the Distributor, provides administration and fund accounting services to the Trust. Pursuant to separate servicing agreements with GFS the Fund pays GFS customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Trust are also officers of GFS, and are not paid any fees directly by the Trust for serving in such capacities.

15

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2020
 

Blu Giant, LLC (“Blu Giant”) Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.

 

Effective February 1, 2019, NorthStar Financial Services Group, LLC, the parent company of GFS and its affiliated companies including NLD and Northern Lights Compliance Services, LLC (collectively, the “Gemini Companies”), sold its interest in the Gemini Companies to a third party private equity firm that contemporaneously acquired Ultimus Fund Solutions, LLC (an independent mutual fund administration firm) and its affiliates (collectively, the “Ultimus Companies”). As a result of these separate transactions, the Gemini Companies and the Ultimus Companies are now indirectly owned through a common parent entity, The Ultimus Group, LLC.

 

5. CAPITAL SHARE TRANSACTIONS

 

Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as “Creation Units.” Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000 shares. Only Authorized Participants are permitted to purchase or redeem Creation Units 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. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Fund in effecting trades. A fixed fee payable to the Custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Transactions in capital shares for the Fund are disclosed in the Statements of Changes in Net Assets.

 

The Transaction Fees for the Fund are listed in the table below:

 

Fixed Fee
$150

 

For the year ended January 31, 2020, the Fund received $150 in fixed fees.

16

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2020
 
6. DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The tax character of Fund distributions paid for the periods ended January 31, 2020 and January 31, 2019 was as follows:

 

    Fiscal Year Ended     Fiscal Year Ended  
    January 31, 2020     January 31, 2019  
Ordinary Income   $ 1,381,755     $ 1,412,932  
Long-Term Capital Gain            
Return of Capital     19,857        
    $ 1,401,612     $ 1,412,932  
                 

As of January 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed     Undistributed     Post October Loss     Capital Loss     Other     Unrealized     Total  
Ordinary     Long-Term     and     Carry     Book/Tax     Appreciation/     Accumulated  
Income     Gains     Late Year Loss     Forwards     Differences     (Depreciation)     Earnings  
$     $     $     $ (2,205 )   $     $ 34,722     $ 32,517  
                                                     

At January 31, 2020, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains, utilized capital loss carryforwards and had capital loss carryforwards subject to expiration as follows:

 

      Non-Expiring     Non-Expiring              
Expiring     Short-Term     Long-Term     Total     CLCF Utilized  
$     $     $ 2,205     $ 2,205     $  
                                     
7. AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

      Gross Unrealized     Gross Unrealized     Net Unrealized  
Tax Cost     Appreciation     Depreciation     Appreciation/(Depreciation)  
$ 57,322,028     $ 36,098     $ (1,376 )   $ 34,722  
                             
8. CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund creates presumption of the control of the Fund, under section 2(a)(9) of the 1940 Act. As of January 31, 2020, Arrow Managed Futures Strategy Fund held 85.2% of the voting securities of the Fund.

 

9. RECENT ACCOUNTING PRONOUNCEMENTS AND REPORTING UPDATES

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be

17

 

Arrow Reserve Capital Management ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2020
 

amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. These amendments have been adopted with these financial statements.

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement disclosure requirements. The ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the policy for the timing of transfers between levels. For investment companies, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is allowed. These amendments have been adopted with these financial statements.

 

9. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued.

 

Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements, other than the following:

 

The Board declared the following distributions after January 31, 2020:

 

Distribution Per Share Ex Date Record Date Payable Date
$0.1206 2/28/2020 3/2/2020 3/9/2020

18

 

(BBD LOGO)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Arrow Investments Trust
and the Shareholders of Arrow Reserve Capital Management ETF

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Arrow Reserve Capital Management ETF, a series of shares of beneficial interest in Arrow Investments Trust (the “Fund”), including the portfolio of investments, as of January 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two-year period then ended and for the period from March 30, 2017 (commencement of operations) through January 31, 2018, and the related notes (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 January 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the two-year period then ended and for the period from March 30, 2017 through January 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

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 audits. 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 law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

19

 

Our audits included performing procedures to assess the risk 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 procedures included confirmation of securities owned as of January 31, 2020 by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

(-S- BBD, LLP)

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Arrow Investments Trust since 2012. We also served as the auditor of one or more of the Funds in the Funds’ former trust from 2006 through 2012.

 

Philadelphia, Pennsylvania

 

March 26, 2020

20

 

Arrow Reserve Capital Management ETF
EXPENSE EXAMPLES (Unaudited)
January 31, 2020
 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2019 through January 31, 2020.

 

Actual Expenses

 

The “Actual” line in the table below provides information about actual account values and actual expenses. You may use the information below, 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 table 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 “Hypothetical” line in the table below 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 balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning     Ending     Expenses Paid     Expenses Paid
    Account Value     Account Value     During Period*     During Period**
    8/1/19     1/31/20     8/1/19 - 1/31/20     8/1/19 - 1/31/20
Actual   $ 1,000.00     $ 1,009.70     $ 2.13     0.42%
                             
Hypothetical                            
(5% return before expenses)   $ 1,000.00     $ 1,023.09     $ 2.14     0.42%
                             
* “Actual” expense information for the Fund is for the period from August 1, 2019 to January 31, 2020. Actual expenses are equal to the Fund’s annualized net expense ratio multiplied by 184/365 (to reflect the period from August 1, 2019 to January 31, 2020). “Hypothetical” expense information for the Fund is presented on the basis of the full one-half year period to enable comparison to other funds. It is based on assuming the same net expense ratio and average account value over the period, but it is multiplied by 184/365 (to reflect the full half-year period).

 

** Annualized.

21

 

Arrow Reserve Capital Management ETF
SUPPLEMENTAL INFORMATION (Unaudited)
January 31, 2020
 

FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN APPROVING THE INVESTMENT ADVISORY AGREEMENT

 

At an in person meeting held September 19, 2019 (the “Meeting”), the Board of Trustees (the “Board”) including the Trustees who are not “interested persons”, as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Arrow Investments Trust (the “Trust”), and Arrow Investment Advisors, LLC (the “Adviser”) with respect to the Arrow Reserve Capital Management ETF (“Reserve Capital ETF” or the “Fund”).

 

The Board, including the Independent Trustees, unanimously approved continuance of the Advisory Agreement based upon its review of the written materials provided at the Meeting, the reports provided at each quarterly meeting of the Board and the Board’s discussions with key personnel of the Adviser. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and individual Trustees may have attributed different weights to the various factors. Below is a summary of the Board’s conclusions regarding various factors relevant to approval of continuance of the Advisory Agreement:

 

Nature, Extent and Quality of Services. In considering the renewal of the Advisory Agreement, the Board considered the nature, extent, and quality of services that the Adviser provided to the Fund, including the Adviser’s personnel and resources, a description of the manner in which investment decisions are made and executed, and a review of the financial condition of Arrow. The Board reviewed the services the Adviser provided, including the backgrounds of the personnel that provided the investment management and related services. They also reviewed information provided regarding risk management and compliance and regulatory matters. The Board also considered the Adviser’s management of service provider relationships and oversight of sub-advisers.

 

The Board found that the Adviser had a strong culture of research and compliance at the firm and had demonstrated an ongoing commitment to analyzing various investment strategies in an effort to enhance returns to shareholders. Further, the Board considered the consistency of the Adviser’s team, which provided the Adviser with tremendous experience and intellectual capital. The Board concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methodologies and compliance policies and procedures to perform its duties under the Advisory Agreement and that the nature, overall quality and extent of the management services provided by the Adviser to the Fund was satisfactory.

 

Performance. The Board reviewed the Fund’s total return compared to the total returns of a group of funds selected by the Adviser that employed similar investment strategies as the Fund (“peer group”), benchmark index, and Morningstar category average.

 

Reserve Capital ETF: The Board reviewed the Fund’s average total return compared to the average total returns of its peer group, Morningstar category average (Morningstar Ultrashort Bond) and benchmark index (Bank of America/Merrill Lynch U.S. 6 Month Treasury Bill Index). The Board noted that the Fund has been sub-advised by Halyard Asset Management, LLC since inception. The Board noted that the Fund outperformed its benchmark index over the year-to-date period and had returns approximately the same as its peer group and benchmark over the one-year period. The Board considered

22

 

Arrow Reserve Capital Management ETF
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
January 31, 2020
 

that the Adviser is optimistic that Halyard would achieve reasonable long-term performance. The Board concluded that the performance of the Fund was satisfactory.

 

Advisory Fee. The Board reviewed the Fund’s advisory fee and expense ratio, taking into account the Fund’s average net assets, and reviewed information comparing the advisory fee and expense ratio to those of the Fund’s peer group and Morningstar category average. The Board discussed their duties to evaluate whether the advisory fee was not unreasonable. The Board noted that the Adviser’s fees are reasonably applied based on the nature of the Fund’s investment strategy. The Board noted that “alternative strategies” may generally require enhanced oversight compared to more traditional asset classes and that such additional cost may be evident in the level of the advisory fee. The Board discussed the level of work involved in the Adviser’s oversight of the Fund and the Adviser’s ongoing quantitative and qualitative analysis of the sub-adviser.

 

The Board noted that the advisory fee with respect to the Reserve Capital ETF was in-line with the average of its peer group and the Morningstar category, and the overall expense ratio was in a reasonable range.

 

In light of the nature, quality and extent of services the Adviser provided, the Board concluded that the Fund’s advisory fee was not unreasonable.

 

Economies of Scale. The Board considered the extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect a reasonable sharing of economies of scale for the benefit of Fund investors. The Board noted the Fund had not yet reached an asset level where the Adviser could realize meaningful economies of scale. The Board observed that economies of scale would be considered in the future as Fund asset levels grow.

 

Profitability. The Board also reviewed the profitability of the Adviser with respect to the Fund, noting the Adviser did not realize a profit with respect to the Fund.

 

Fallout Benefits. Because of its relationship with the Fund, the Adviser and its affiliates may receive certain benefits. The Board reviewed materials provided by the Adviser as to any such benefits.

 

Conclusion. Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Advisory Agreement were fair and reasonable, and that the continuation of the Advisory Agreement was in the best interests of the Fund.

23

 

Arrow Reserve Capital Management ETF
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
January 31, 2020
 

This chart provides information about the Trustees and Officers who oversee the Fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees. The address of each Trustee and Officer is 6100 Chevy Chase Drive, Suite 100, Laurel, Maryland 20707, unless otherwise noted.

 

Non-Interested Trustees

 

Name,
Address, and
Year of Birth
Position(s)/Term
of Office*
Principal Occupation(s) During the
Past 5 Years
Number
of
Portfolios
in Fund
Complex
Overseen
by Trustee 1
Other Directorships Held
by Trustee
Robert S. Andrialis
Born in 1944
Trustee since 2014 Independent Consultant (2016 – present); Advisor, INDXX, LLC (2014 – 2016); President, Secured Growth Quantitative Research (2011–2014). 10 Arrow ETF Trust
Paul Montgomery
Born in 1953
Trustee since 2011 Director of Research, Scotia Partners, LLC (2012-present). 10 Arrow ETF Trust
Thomas T. Sarkany
Born in 1946
Trustee since 2014

Founder and President, TTS Consultants, LLC (2010 – present).

 

 

 

10 Arrow ETF Trust, Northern Lights Fund Trust II, Northern Lights Fund Trust IV; Aquila Distributors

24

 

Arrow Reserve Capital Management ETF
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
January 31, 2020
 

Interested Trustees and Officers

 

Name,
Address, and
Year of Birth
Position(s)/Term
of Office*
Principal Occupation(s) During the
Past 5 Years
Number
of
Portfolios
in Fund
Complex
Overseen
by Trustee 1
Other Directorships Held
by Trustee
Joseph Barrato2
Born in 1965
Chairman of the Board, Trustee, President, and Principal Executive Officer since 2011 Founder and Chief Executive Officer, Arrow Investment Advisors, LLC (2006-present). 10 Arrow ETF Trust
Sothara Chin
Born in 1966
Chief Compliance Officer since 2018; Previously from 2011-2015 Managing Partner of Fit Compliance, LLC (2017 - present); Chief Operations Officer and Chief Compliance Officer, Impact Us Marketplace, LLC (2015-2017); Chief Compliance Officer, Arrow Investment Advisors, LLC (2011-2015). N/A N/A
Jake Griffith
Born in 1978
Secretary since 2011 Founder, President, and Director of Sales, Arrow Investment Advisors, LLC (2006-present). N/A N/A
Sam Singh
80 Arkay Dr.
Hauppauge,
NY 11788
Born in 1976
Principal Financial Officer and Treasurer since 2013 Vice President (2015 - present); Assistant Vice President (2011-2015), Gemini Fund Services, LLC. N/A N/A

 

* The term of office for each Trustee will continue indefinitely until the individual resigns or is removed. Officers of the Trust are elected annually.

 

1 The “Fund Complex” includes Arrow ETF Trust, a registered management investment company, in addition to the Trust.

 

2 Joseph Barrato is considered to be an “interested person” of the Trust, as that term is defined in the 1940 Act, because he is a controlling interest holder of the investment advisor to each Fund, Arrow Investment Advisors, LLC.

 

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-877-277-6933.

25

 

PRIVACY NOTICE

 

Arrow Investments Trust

 

FACTS WHAT DOES ARROW INVESTMENTS TRUST DO WITH YOUR PERSONAL INFORMATION?

 

Why? Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.

 

What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

 

●         Social Security number and wire transfer instructions

 

         account transactions and transaction history

 

         investment experience and purchase history

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Arrow Investments Trust chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information:
Does Arrow Investments
Trust share information?
Can you limit this
sharing?
For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus. YES NO
For our marketing purposes - to offer our products and services to you. NO We don’t share
For joint marketing with other financial companies. NO We don’t share
For our affiliates’ everyday business purposes - information about your transactions and records. NO We don’t share
For our affiliates’ everyday business purposes - information about your credit worthiness. NO We don’t share
For nonaffiliates to market to you NO We don’t share

 

QUESTIONS?   Call 1-877-277-6933

26

 

PRIVACY NOTICE

 

Arrow Investments Trust

 

Page 2  

 

What we do:

 

How does Arrow Investments Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

 

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

 

How does Arrow Investments Trust collect my personal information?

We collect your personal information, for example, when you

●     open an account or deposit money

 

●     direct us to buy securities or direct us to sell your securities

 

●     seek advice about your investments

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

 

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

●     sharing for affiliates’ everyday business purposes – information about your creditworthiness.

 

●     affiliates from using your information to market to you.

 

●     sharing for nonaffiliates to market to you.

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

●     Arrow Investments Trust does not share with our affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

●     Arrow Investments Trust does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

●     Arrow Investments Trust does not jointly market.

27

 

PROXY VOTING POLICY

 

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-877-277-6933 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund files its complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov. The information on Form N-Q is available without charge, upon request, by calling 1-877-277-6933.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR
Arrow Investment Advisors, LLC
6100 Chevy Chase Drive
Suite 100
Laurel, MD 20707
 
INVESTMENT SUB-ADVISOR
Halyard Asset Management, LLC
707 Westchester Avenue
White Plains, NY 10604
 
ADMINISTRATOR
Gemini Fund Services, LLC
4221 North 203rd Street, Suite 100
Elkhorn, Nebraska 68022-3474

 

 

Item 2. Code of Ethics.

 

(a)       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.

 

(b)        For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.

 

(c)        Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

 

(d)        Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

 

(e) The Code of Ethics is not posted on Registrant’ website.

 

(f) A copy of the Code of Ethics is attached as an exhibit.

 

 

Item 3. Audit Committee Financial Expert.

 

(a)(1)ii The Registrant’s board of trustees has determined that Robert S. Andrialis is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Andrialis is independent for purposes of this Item 3.

 

(a)(2) Not applicable.

 

(a)(3) In this regard, no member of the audit committee was identified as having all of the required technical attributes identified in instruction 2 (b) to item 3 of Form N-CSR to qualify as an “audit committee financial expert,” whether through the type of specialized education or experience required by that instruction. At this time, the board believes the experience provided by each member of the audit committee collectively offers the fund adequate oversight by its audit committee given the fund’s level of financial complexity. The board will from time to time reexamine such belief.

 

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees

2020 - $12,000

2019 - $12,000

 

(b) Audit-Related Fees

2020 - None

2019 – None

 

(c) Tax Fees

2020 – $ 2,200

2019 - $ 2,200

 

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

 

(d) All Other Fees

2020 – None

2019 – None

 

(e) (1) Audit Committee’s Pre-Approval Policies

 

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

 

(2) Percentages of Services Approved by the Audit Committee
    2020   2019
Audit-Related Fees:     0.00 %     0.00 %
Tax Fees:     0.00 %     0.00 %
All Other Fees:     0.00 %     0.000 %

 

(f) During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and 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:

 

2020 - $2,200

 

(h)        The registrant's audit committee has considered whether the provision of non-audit services 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 investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

 

 

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

 

Item 6. Schedule of Investments. See Item 1.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders. There were no material changes to the procedures by which Shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 11. Controls and Procedures.

 

(a)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are 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 to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Code of Ethics herewith.

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

 

(a)(3) Not applicable for open-end investment companies.

 

(b) Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

 

 

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) Arrow Investments Trust

 

By (Signature and Title)

/s/ Joseph Barrato

Joseph Barrato, Principal Executive Officer/ President

 

Date 4/09/20

 

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/ Joseph Barrato

Joseph Barrato, Principal Executive Officer/ President

 

Date 4/09/20

 

 

By (Signature and Title)

/s/ Sam Singh

Sam Singh, Principal Financial Officer/ Treasurer

Date 4/09/20

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