N-CSRS 1 tm2217480d2_ncsrs.htm N-CSRS

 

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: 811-23617

 

Engine No. 1 ETF Trust

On behalf of the following series:

 

Engine No. 1 Transform 500 ETF (Ticker: VOTE)

Engine No. 1 Transform Climate ETF (Ticker: NETZ)

 

(Exact name of registrant as specified in charter)

 

710 Sansome Street, San Francisco, CA 94111

(Address of principal executive offices) (Zip Code)

 

Jennifer Grancio

Fund Management at Engine No. 1 LLC

710 Sansome Street

San Francisco, CA 94111

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (628) 251-1222

 

Date of fiscal year end: October 31

 

Date of reporting period: April 30, 2022

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

 

Item 1. Report to Stockholders.

 

(a)The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

 

 

 

 


Table of Contents

 

 

 

 

 

This report should be read in conjunction with the Trust's prospectus.

The views expressed in the Shareholder Letter are those of Fund Management at Engine No. 1 LLC ("Engine No. 1" or the "Adviser") as of April 30, 2022. The Shareholder Letter may not necessarily reflect the views or holdings on the date this Semi-Annual Report is first published or anytime thereafter. The information in the Shareholder Letter may change, and the Funds disclaim any obligation to advise shareholders of any such changes. Certain information was obtained from sources that Engine No. 1 believes to be reliable; however, Engine No. 1 does not guarantee the accuracy or completeness of any information obtained from any third party.

Portfolio holdings will change and should not be considered as investment advice or a recommendation to buy, sell or hold any particular security. Please visit etf.engine1.com for the most current list of portfolio holdings.

The Engine No. 1 Transform 500 ETF seeks investment results that closely correspond, before fees and expenses, to the performance of the Morningstar® US Large Cap Select IndexSM (the "Underlying Index"), which measures the performance of the 500 largest U.S. stocks by market capitalization, as determined by Morningstar, Inc. The Underlying Index consists of securities from a broad range of industries. As of April 30, 2022, the Underlying Index is represented by securities of companies in sectors including, but not limited to, consumer, energy, financial services, healthcare, technology, and utilities. The components of the Underlying Index are likely to change over time and the Underlying Index and the Fund are rebalanced on a quarterly basis. To the extent that the securities in the Underlying Index are concentrated in one or more industries or groups of industries, the Fund may concentrate in such industries or groups of industries. As of April 30, 2022, the Underlying Index is not concentrated in an industry or group of industries.

The Engine No. 1 Transform Climate ETF is an actively-managed exchange-traded fund whose investment objective is long-term growth of capital. The Fund seeks to invest in companies that are creating value by transforming themselves and others to meet the growing demands of climate change. Target companies are primarily those that the Adviser believes are transitioning towards more sustainable business practices, products, or services, as well as companies that are providing enabling technologies to help others transition. Target companies are generally chosen from companies included in the Morningstar® US Market Extended TR USD IndexSM, which measures the performance of US securities and targets 99.5% market capitalization coverage of the investable universe. It is a diversified broad market index, and does not incorporate ESG criteria.


Shareholder Letter
(Unaudited)
 

 

Dear Shareholder,

When we founded Engine No. 1, we set out to support investors by using the capitalist system to create value and seek superior returns while directly addressing the world's biggest problems.

That may sound audacious, but we are impatient with the velocity of change. Over the past 18 months as a firm, we have pushed and inspired the asset management industry to move more quickly and purposefully. This started with our Exxon proxy campaign and continues with our deep engagement with many public companies, our assertive and transparent proxy voting, and the outperformance of our active strategies. We believe that investors must be able to access and use data on company governance that demonstrates how a company delivers for workers, customers, communities, and the environment. We can harness the power of investors to transform the economy and increase long-term value.

We believe that a company's material impacts should be accounted for just like other economic fundamentals and integrated into long-term business models. At Engine No. 1, we use the dollar cost of a company's impacts in our Total Value Framework. Unlike divestment and "ESG" funds that screen out certain companies or industries, we judge companies on how they maximize their positive impacts on society—not simply minimize their negative impacts. This enables us to view the universe of investment possibilities in an economic, non-ideological way. Seeing the world through a lens of performance plus impact allows us to drive meaningful change on the important issues of the day without sacrificing the performance that ultimately drives investment choices.

In Engine No. 1 Transform 500 ETF (Ticker: VOTE), by activating the power of shareholder voting, we believe that we can effect change on key issues that is accessible, impactful, and transparent. In 2021 those issues included strengthening the workforce, increasing transparency on corporate lobbying, and restoring the climate. We believe that we can transform the 500 largest US companies and impact millions of workers, sell trillions of dollars' worth of products and services, and drive societal and environmental change every day.

As of spring 2022, we're still dependent on fossil fuels to meet our immediate energy needs although we're moving steadily toward a decarbonized world. Similarly, while we are headed toward a more just and resilient economy, our markets still depend on distant workforces linked by fragile supply chains. It's an awkward and uncertain time, but one filled with promise and opportunity. Our work has only just begun.

We have been thrilled with investors' reception of our funds since we launched our ETF business with VOTE in June 2021. As of April 30, 2022, assets have grown to more than $314 million in net assets. The Fund has been added to custodial, broker-dealer, and fintech platforms and is being used by registered investment advisers, multifamily offices, and retail investors.

We introduced Engine No. 1 Transform Climate ETF (Ticker: NETZ) in February 2022 to invest in companies that have a clear strategy to create value on their path to net-zero carbon emissions. We are pleased with the impact and strong reception that NETZ has had in this short time. As of April 30, 2022, NETZ has $83.4 million in net assets.

On the following pages, you will find information related to your VOTE or NETZ investment. If you have any questions, please contact your financial advisor or Engine No. 1 directly. Additional information, including portfolio holdings and voting updates, is available on our website: etf.engine1.com.

Thank you for joining us. We look forward to continuing our work together.

Jennifer Grancio

Jennifer Grancio
Chief Executive Officer
Engine No. 1


1


Shareholder Letter (concluded)
(Unaudited)
 

 

Important Information

©2022 Engine No. 1 LP. All rights reserved.

Before investing you should carefully consider the Fund's investment objectives, risks, charges and expenses. This and other information is in the prospectus, a copy of which may be obtained from etf.engine1.com. Please read the prospectus carefully before you invest.

Engine No. 1 LLC and Fund Management at Engine No. 1 LLC are separately registered as investment advisers with the U.S. Securities and Exchange Commission (the "SEC"). Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Under no circumstances should any information in this document be used or considered as an offer to sell, or a solicitation of any offer to buy, an interest in any investment fund managed or advised by Engine No. 1 LLC, Fund Management at Engine No. 1 LLC, or their affiliates. Any such offer or solicitation will be made only by means of the offering materials relating to a particular fund. No information in this document should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities.

The Engine No. 1 Transform 500 ETF (VOTE) is not actively managed, and Fund Management at Engine No. 1 LLC (the Adviser) generally does not attempt to take defensive positions under any market conditions, including declining markets. This Fund may be subject to tracking error, which is defined as the divergence of the Fund's performance from that of the underlying index. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. At any given time, the Fund can have exposure to derivative instruments. Please see the prospectus for a full list of Fund risks.

The Transform Climate ETF (NETZ) is actively managed and may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Fund's investments more than the market as a whole, to the extent that the Fund's investments are concentrated in the securities of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. Shares are subject to the risks of an investment in a portfolio of equity securities in an industry or group of industries in which each Fund invests. Investments in emerging market countries may be subject to greater risks than investments in developed countries. The Funds may purchase and write put and call options on futures contracts that are traded on an exchange as a hedge against changes in value of its portfolio securities, or in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected. Please see the prospectus for a full list of Fund risks.

A strategy or emphasis on environmental, social and governance factors ("ESG") may limit the investment opportunities available to a portfolio. Therefore, the portfolio may underperform or perform differently than other portfolios that do not have an ESG investment focus.

Please see the schedule of investments for a complete list of fund holdings.

The price and value of the investments referred to in this document and the income from such investments may fluctuate, and investors may realize losses on these investments, including a loss of principal. Investing involves risk, including the possible loss of principal. Past performance is not indicative or a guarantee of future performance. Certain information contained in this document has been obtained from third party sources and, although believed to be reliable, has not been independently verified and its accuracy or completeness cannot be guaranteed.

This document may contain forward-looking statements, which reflect Engine No. 1's current views with respect to, among other things, Engine No. 1's operations and performance. You can identify these forward-looking statements by the use of words such as "anticipate" "approximately," "believe," "continue," "estimate," "expect," "intend," "may," "outlook," "plan," "potential," "predict," "seek," "should," or "will," or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Engine No. 1 undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Distributed by Foreside Financial Services, LLC.


2


Shareholder Expense Examples
(Unaudited)
 

 

As a shareholder, you incur two types of costs: (1) transaction costs for purchasing and selling shares; and (2) ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars and cents) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The examples below are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2021 (February 3, 2022 for Engine No. 1 Transform Climate ETF) until April 30, 2022.

Actual Expenses

The first line under each Fund in the tables 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 the Period" to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

The second line under each Fund in the tables 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 your actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund to other funds. To do so, 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 tables 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 of the tables for the Funds are useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account Value
11/1/2021
  Ending
Account Value
4/30/2022
  Annualized
Expense Ratios
for the Period
  Expenses Paid
During the
Period(a)
 

Engine No. 1 Transform 500 ETF

 

Actual

 

$

1,000.00

   

$

885.79

     

0.05

%

 

$

0.23

   

Hypothetical (5% return before expenses)

 

$

1,000.00

   

$

1,024.55

     

0.05

%

 

$

0.25

   
    Beginning
Account Value
2/3/2022*
  Ending
Account Value
4/30/2022
  Annualized
Expense Ratios
for the Period
  Expenses Paid
During the
Period(b)
 

Engine No. 1 Transform Climate ETF

 

Actual

 

$

1,000.00

   

$

966.35

     

0.75

%

 

$

1.76

   

Hypothetical (5% return before expenses)

 

$

1,000.00

   

$

1,010.13

     

0.75

%

 

$

1.80

   

*  The Fund commenced investment operations on February 3, 2022.

(a)  Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (the number of days in the one-half year period, then divided by 365).

(b)  Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 87/365 (the number of days in the period, then divided by 365).


3


Sector Diversification (as a percentage of total investments)
April 30, 2022 (Unaudited)
 

 

Engine No. 1 Transform 500 ETF (VOTE)

†  Represents less than 0.05%.

Engine No. 1 Transform Climate ETF (NETZ)


4


Schedule of Investments
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

COMMON STOCKS - 99.9%

 

Aerospace & Defense - 1.5%

 

Boeing Co.*

   

4,820

   

$

717,409

   

General Dynamics Corp.

   

2,027

     

479,446

   

HEICO Corp.

   

373

     

52,679

   

HEICO Corp., Class A

   

658

     

76,749

   

L3Harris Technologies, Inc.

   

1,725

     

400,649

   

Lockheed Martin Corp.

   

2,131

     

920,848

   

Northrop Grumman Corp.

   

1,291

     

567,265

   

Raytheon Technologies Corp.

   

13,121

     

1,245,314

   

TransDigm Group, Inc.*

   

464

     

275,992

   
     

4,736,351

   

Air Freight & Logistics - 0.6%

 
Expeditors International of
Washington, Inc.
   

1,491

     

147,713

   

FedEx Corp.

   

2,143

     

425,900

   

United Parcel Service, Inc., Class B

   

6,411

     

1,153,852

   
     

1,727,465

   

Airlines - 0.2%

 

Delta Air Lines, Inc.*

   

5,629

     

242,216

   

Southwest Airlines Co.*

   

5,205

     

243,177

   

United Airlines Holdings, Inc.*

   

2,843

     

143,572

   
     

628,965

   

Auto Components - 0.1%

 

Aptiv plc*

   

2,379

     

253,126

   

Automobiles - 2.4%

 

Ford Motor Co.

   

34,588

     

489,766

   

General Motors Co.*

   

12,775

     

484,300

   

Lucid Group, Inc.*††

   

4,914

     

88,845

   

Tesla, Inc.*

   

7,361

     

6,409,665

   
     

7,472,576

   

Banks - 3.6%

 

Bank of America Corp.

   

62,506

     

2,230,214

   

Citigroup, Inc.

   

17,447

     

841,120

   

Citizens Financial Group, Inc.

   

4,353

     

171,508

   

Fifth Third Bancorp

   

6,007

     

225,443

   

First Republic Bank

   

1,577

     

235,320

   

Huntington Bancshares, Inc.

   

12,637

     

166,177

   

JPMorgan Chase & Co.

   

25,986

     

3,101,688

   

KeyCorp

   

8,164

     

157,647

   

M&T Bank Corp.

   

1,576

     

262,625

   
PNC Financial Services
Group, Inc. (The)
   

3,694

     

613,573

   

Regions Financial Corp.

   

8,278

     

171,520

   

Signature Bank

   

551

     

133,480

   

SVB Financial Group*

   

516

     

251,622

   

Truist Financial Corp.

   

11,736

     

567,436

   

Investments

 

Shares

 

Value

 

US Bancorp

   

11,877

   

$

576,747

   

Wells Fargo & Co.

   

34,171

     

1,490,881

   
     

11,197,001

   

Beverages - 1.7%

 

Brown-Forman Corp., Class B

   

1,610

     

108,578

   

Coca-Cola Co.

   

34,183

     

2,208,564

   

Constellation Brands, Inc., Class A

   

1,445

     

355,600

   

Keurig Dr Pepper, Inc.

   

6,478

     

242,277

   

Monster Beverage Corp.*

   

3,304

     

283,087

   

PepsiCo, Inc.

   

12,165

     

2,088,852

   
     

5,286,958

   

Biotechnology - 2.2%

 

AbbVie, Inc.

   

15,546

     

2,283,396

   

Alnylam Pharmaceuticals, Inc.*

   

1,057

     

141,036

   

Amgen, Inc.

   

4,953

     

1,154,990

   

Biogen, Inc.*

   

1,292

     

268,012

   

BioMarin Pharmaceutical, Inc.*

   

1,614

     

131,299

   

Exact Sciences Corp.*

   

1,527

     

84,061

   

Gilead Sciences, Inc.

   

11,029

     

654,461

   

Horizon Therapeutics plc*

   

1,995

     

196,627

   

Incyte Corp.*

   

1,651

     

123,759

   

Moderna, Inc.*

   

3,102

     

416,940

   

Regeneron Pharmaceuticals, Inc.*

   

938

     

618,245

   

Seagen, Inc.*

   

1,180

     

154,592

   

Vertex Pharmaceuticals, Inc.*

   

2,239

     

611,740

   
     

6,839,158

   

Building Products - 0.3%

 

Carrier Global Corp.

   

7,524

     

287,943

   

Johnson Controls International plc

   

6,180

     

369,997

   

Masco Corp.

   

2,108

     

111,071

   

Trane Technologies plc

   

2,052

     

287,054

   
     

1,056,065

   

Capital Markets - 3.0%

 

Ameriprise Financial, Inc.

   

975

     

258,853

   

Bank of New York Mellon Corp. (The)

   

6,501

     

273,432

   

BlackRock, Inc., Class A

   

1,254

     

783,349

   

Blackstone, Inc.

   

6,192

     

628,921

   

Carlyle Group, Inc. (The)

   

1,223

     

44,383

   

Charles Schwab Corp. (The)

   

13,219

     

876,816

   

CME Group, Inc., Class A

   

3,159

     

692,895

   

Coinbase Global, Inc., Class A*

   

259

     

29,192

   

Goldman Sachs Group, Inc. (The)

   

2,985

     

911,887

   

Intercontinental Exchange, Inc.

   

4,941

     

572,217

   

KKR & Co., Inc.

   

5,145

     

262,241

   

MarketAxess Holdings, Inc.

   

334

     

88,046

   

Moody's Corp.

   

1,422

     

450,035

   

Morgan Stanley

   

12,462

     

1,004,312

   

MSCI, Inc., Class A

   

714

     

300,773

   

See accompanying Notes to Financial Statements.
5


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

Nasdaq, Inc.

   

1,030

   

$

162,091

   

Northern Trust Corp.

   

1,826

     

188,169

   

Raymond James Financial, Inc.

   

1,643

     

160,127

   

S&P Global, Inc.

   

3,115

     

1,172,797

   

State Street Corp.

   

3,220

     

215,643

   

T Rowe Price Group, Inc.

   

2,013

     

247,680

   
     

9,323,859

   

Chemicals - 1.8%

 

Air Products & Chemicals, Inc.

   

1,950

     

456,437

   

Albemarle Corp.

   

1,029

     

198,422

   

Celanese Corp., Class A

   

950

     

139,593

   

CF Industries Holdings, Inc.

   

1,884

     

182,428

   

Corteva, Inc.

   

6,390

     

368,639

   

Dow, Inc.

   

6,467

     

430,056

   

DuPont de Nemours, Inc.

   

4,504

     

296,949

   

Eastman Chemical Co.

   

1,133

     

116,325

   

Ecolab, Inc.

   

2,193

     

371,363

   

FMC Corp.

   

1,114

     

147,650

   

International Flavors & Fragrances, Inc.

   

2,240

     

271,712

   

Linde plc

   

4,507

     

1,406,003

   

LyondellBasell Industries NV, Class A

   

2,311

     

245,035

   

Mosaic Co.

   

3,257

     

203,302

   

PPG Industries, Inc.

   

2,086

     

266,987

   

Sherwin-Williams Co.

   

2,120

     

582,914

   
     

5,683,815

   

Commercial Services & Supplies - 0.4%

 

Cintas Corp.

   

775

     

307,877

   

Copart, Inc.*

   

1,877

     

213,321

   

Republic Services, Inc., Class A

   

1,835

     

246,385

   

Rollins, Inc.

   

1,988

     

66,678

   

Waste Management, Inc.

   

3,385

     

556,629

   
     

1,390,890

   

Communications Equipment - 0.8%

 

Arista Networks, Inc.*

   

1,974

     

228,135

   

Cisco Systems, Inc. (Delaware)

   

37,083

     

1,816,325

   

Motorola Solutions, Inc.

   

1,485

     

317,330

   
     

2,361,790

   

Construction Materials - 0.1%

 

Martin Marietta Materials, Inc.

   

548

     

194,113

   

Vulcan Materials Co.

   

1,167

     

201,062

   
     

395,175

   

Consumer Finance - 0.6%

 

Ally Financial, Inc.

   

2,971

     

118,721

   

American Express Co.

   

5,408

     

944,831

   

Capital One Financial Corp.

   

3,638

     

453,368

   

Discover Financial Services

   

2,530

     

284,524

   

Synchrony Financial

   

4,579

     

168,553

   
     

1,969,997

   

Investments

 

Shares

 

Value

 

Containers & Packaging - 0.3%

 

Amcor plc

   

13,296

   

$

157,691

   

Avery Dennison Corp.

   

729

     

131,657

   

Ball Corp.

   

2,847

     

231,062

   

Crown Holdings, Inc.

   

1,108

     

121,924

   

International Paper Co.

   

3,402

     

157,445

   
     

799,779

   

Distributors - 0.1%

 

Genuine Parts Co.

   

1,251

     

162,692

   

Pool Corp.

   

353

     

143,043

   
     

305,735

   

Diversified Financial Services - 1.7%

 

Apollo Global Management, Inc.

   

3,264

     

162,417

   

Berkshire Hathaway, Inc., Class B*

   

16,103

     

5,198,531

   
     

5,360,948

   

Diversified Telecommunication Services - 0.9%

 

AT&T, Inc.

   

62,795

     

1,184,314

   

Verizon Communications, Inc.

   

36,916

     

1,709,211

   
     

2,893,525

   

Electric Utilities - 1.6%

 

American Electric Power Co., Inc.

   

4,430

     

439,057

   

Avangrid, Inc.

   

614

     

27,231

   

Duke Energy Corp.

   

6,764

     

745,122

   

Edison International

   

3,342

     

229,896

   

Entergy Corp.

   

1,764

     

209,651

   

Eversource Energy

   

3,023

     

264,210

   

Exelon Corp.

   

8,615

     

403,010

   

FirstEnergy Corp.

   

5,016

     

217,243

   

NextEra Energy, Inc.

   

17,252

     

1,225,237

   

PG&E Corp.*

   

13,260

     

167,739

   

PPL Corp.

   

6,606

     

187,016

   

Southern Co.

   

9,317

     

683,775

   

Xcel Energy, Inc.

   

4,737

     

347,033

   
     

5,146,220

   

Electrical Equipment - 0.5%

 

AMETEK, Inc.

   

2,036

     

257,065

   

Eaton Corp. plc

   

3,503

     

508,006

   

Emerson Electric Co.

   

5,222

     

470,920

   

Generac Holdings, Inc.*

   

554

     

121,537

   

Plug Power, Inc.*

   

4,565

     

95,956

   

Rockwell Automation, Inc.

   

1,020

     

257,723

   
     

1,711,207

   

Electronic Equipment, Instruments & Components - 0.6%

 

Amphenol Corp., Class A

   

5,265

     

376,447

   

CDW Corp.

   

1,193

     

194,674

   

Cognex Corp.

   

1,552

     

104,962

   

Corning, Inc.

   

6,568

     

231,128

   

See accompanying Notes to Financial Statements.
6


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

Keysight Technologies, Inc.*

   

1,611

   

$

225,975

   

TE Connectivity Ltd.

   

2,863

     

357,245

   

Teledyne Technologies, Inc.*

   

411

     

177,367

   

Trimble, Inc.*

   

2,206

     

147,140

   

Zebra Technologies Corp., Class A*

   

466

     

172,262

   
     

1,987,200

   

Energy Equipment & Services - 0.3%

 

Baker Hughes Co., Class A

   

7,961

     

246,950

   

Halliburton Co.

   

7,898

     

281,327

   

Schlumberger NV

   

12,341

     

481,422

   
     

1,009,699

   

Entertainment - 1.3%

 

Activision Blizzard, Inc.

   

6,849

     

517,784

   

Electronic Arts, Inc.

   

2,474

     

292,056

   

Live Nation Entertainment, Inc.*

   

1,187

     

124,493

   

Netflix, Inc.*

   

3,904

     

743,165

   

Roku, Inc., Class A*

   

1,036

     

96,244

   

Take-Two Interactive Software, Inc.*

   

1,016

     

121,422

   

Walt Disney Co.*

   

16,010

     

1,787,197

   

Warner Bros Discovery, Inc.*

   

19,441

     

352,854

   
     

4,035,215

   

Equity Real Estate Investment Trusts (REITs) - 2.7%

 

Alexandria Real Estate Equities, Inc.

   

1,280

     

233,165

   

American Tower Corp.

   

4,004

     

965,044

   

AvalonBay Communities, Inc.

   

1,229

     

279,573

   

Boston Properties, Inc.

   

1,251

     

147,118

   

Crown Castle International Corp.

   

3,800

     

703,798

   

Digital Realty Trust, Inc.

   

2,494

     

364,423

   

Duke Realty Corp.

   

3,351

     

183,467

   

Equinix, Inc.

   

792

     

569,511

   

Equity Residential

   

3,004

     

244,826

   

Essex Property Trust, Inc.

   

574

     

189,001

   

Extra Space Storage, Inc.

   

1,177

     

223,630

   

Healthpeak Properties, Inc.

   

4,744

     

155,651

   

Invitation Homes, Inc.

   

5,243

     

208,776

   
Mid-America Apartment
Communities, Inc.
   

1,014

     

199,434

   

Prologis, Inc.

   

6,508

     

1,043,166

   

Public Storage

   

1,342

     

498,553

   

Realty Income Corp.

   

4,977

     

345,205

   

SBA Communications Corp., Class A

   

957

     

332,184

   

Simon Property Group, Inc.

   

2,891

     

341,138

   

Sun Communities, Inc.

   

1,020

     

179,081

   

Ventas, Inc.

   

3,510

     

194,981

   

VICI Properties, Inc.

   

7,411

     

220,922

   

Welltower, Inc.

   

3,826

     

347,439

   

Weyerhaeuser Co.

   

6,571

     

270,857

   
     

8,440,943

   

Investments

 

Shares

 

Value

 

Food & Staples Retailing - 1.6%

 

Costco Wholesale Corp.

   

3,899

   

$

2,073,176

   

Kroger Co.

   

5,879

     

317,231

   

Sysco Corp.

   

4,462

     

381,412

   

Walgreens Boots Alliance, Inc.

   

6,298

     

267,035

   

Walmart, Inc.

   

12,440

     

1,903,196

   
     

4,942,050

   

Food Products - 1.0%

 

Archer-Daniels-Midland Co.

   

4,921

     

440,724

   

Campbell Soup Co.

   

1,781

     

84,099

   

Conagra Brands, Inc.

   

4,217

     

147,300

   

General Mills, Inc.

   

5,304

     

375,152

   

Hershey Co.

   

1,279

     

288,760

   

Hormel Foods Corp.

   

2,482

     

130,032

   

J M Smucker Co.

   

954

     

130,631

   

Kellogg Co.

   

2,250

     

154,125

   

Kraft Heinz Co.

   

6,239

     

265,969

   

McCormick & Co., Inc.

   

2,196

     

220,852

   

Mondelez International, Inc., Class A

   

12,206

     

787,042

   

Tyson Foods, Inc., Class A

   

2,573

     

239,701

   
     

3,264,387

   

Health Care Equipment & Supplies - 2.8%

 

Abbott Laboratories

   

15,549

     

1,764,812

   

ABIOMED, Inc.*

   

400

     

114,632

   

Align Technology, Inc.*

   

645

     

186,992

   

Baxter International, Inc.

   

4,400

     

312,664

   

Becton Dickinson & Co.

   

2,503

     

618,717

   

Boston Scientific Corp.*

   

12,525

     

527,428

   

Cooper Cos, Inc. (The)

   

434

     

156,691

   

Dexcom, Inc.*

   

852

     

348,110

   

Edwards Lifesciences Corp.*

   

5,489

     

580,626

   

Hologic, Inc.*

   

2,197

     

158,162

   

IDEXX Laboratories, Inc.*

   

746

     

321,138

   

Insulet Corp.*

   

606

     

144,828

   

Intuitive Surgical, Inc.*

   

3,146

     

752,838

   

Medtronic plc

   

11,822

     

1,233,744

   

ResMed, Inc.

   

1,287

     

257,361

   

STERIS plc

   

881

     

197,388

   

Stryker Corp.

   

2,951

     

711,958

   

Teleflex, Inc.

   

413

     

117,961

   

Zimmer Biomet Holdings, Inc.

   

1,837

     

221,818

   
     

8,727,868

   

Health Care Providers & Services - 3.1%

 

AmerisourceBergen Corp., Class A

   

1,324

     

200,308

   

Anthem, Inc.

   

2,135

     

1,071,621

   

Cardinal Health, Inc.

   

2,438

     

141,526

   

Centene Corp.*

   

5,129

     

413,141

   

Cigna Corp.

   

2,839

     

700,608

   

See accompanying Notes to Financial Statements.
7


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

CVS Health Corp.

   

11,541

   

$

1,109,437

   

HCA Healthcare, Inc.

   

2,106

     

451,842

   

Humana, Inc.

   

1,130

     

502,353

   

Laboratory Corp. of America Holdings*

   

819

     

196,789

   

McKesson Corp.

   

1,317

     

407,756

   

Molina Healthcare, Inc.*

   

514

     

161,113

   

Quest Diagnostics, Inc.

   

1,047

     

140,130

   

UnitedHealth Group, Inc.

   

8,282

     

4,211,812

   
     

9,708,436

   

Health Care Technology - 0.2%

 

Cerner Corp.

   

2,588

     

242,340

   

Teladoc Health, Inc.*

   

1,408

     

47,534

   

Veeva Systems, Inc., Class A*

   

1,223

     

222,525

   
     

512,399

   

Hotels, Restaurants & Leisure - 2.0%

 

Airbnb, Inc., Class A*

   

3,050

     

467,291

   

Booking Holdings, Inc.*

   

361

     

797,921

   

Caesars Entertainment, Inc.*

   

1,877

     

124,408

   

Carnival Corp.*

   

7,113

     

123,055

   

Chipotle Mexican Grill, Inc., Class A*

   

247

     

359,536

   

Darden Restaurants, Inc.

   

1,120

     

147,538

   

Domino's Pizza, Inc.

   

320

     

108,160

   

Expedia Group, Inc.*

   

1,322

     

231,020

   

Hilton Worldwide Holdings, Inc.*

   

2,450

     

380,461

   

Las Vegas Sands Corp.*

   

3,019

     

106,963

   

Marriott International, Inc., Class A*

   

2,404

     

426,758

   

McDonald's Corp.

   

6,571

     

1,637,229

   

MGM Resorts International

   

3,309

     

135,801

   

Royal Caribbean Cruises Ltd.*

   

1,972

     

153,284

   

Starbucks Corp.

   

10,112

     

754,760

   

Yum! Brands, Inc.

   

2,540

     

297,205

   
     

6,251,390

   

Household Durables - 0.2%

 

DR Horton, Inc.

   

2,836

     

197,357

   

Garmin Ltd.

   

1,335

     

146,503

   

Lennar Corp., Class A

   

2,300

     

175,927

   

Lennar Corp., Class B

   

134

     

8,737

   

NVR, Inc.*

   

29

     

126,910

   
     

655,434

   

Household Products - 1.5%

 

Church & Dwight Co., Inc.

   

2,129

     

207,705

   

Clorox Co.

   

1,081

     

155,091

   

Colgate-Palmolive Co.

   

7,412

     

571,095

   

Kimberly-Clark Corp.

   

2,963

     

411,353

   

Procter & Gamble Co.

   

21,078

     

3,384,073

   
     

4,729,317

   

Investments

 

Shares

 

Value

 
Independent Power & Renewable Electricity
Producers - 0.0%†
 

AES Corp. (The)

   

5,859

   

$

119,641

   

Industrial Conglomerates - 0.8%

 

3M Co.

   

5,022

     

724,273

   

General Electric Co.

   

9,664

     

720,451

   

Honeywell International, Inc.

   

6,031

     

1,167,059

   
     

2,611,783

   

Insurance - 2.0%

 

Aflac, Inc.

   

5,278

     

302,324

   

Allstate Corp. (The)

   

2,468

     

312,301

   

American International Group, Inc.

   

7,301

     

427,182

   

Aon plc, Class A

   

1,889

     

544,013

   

Arch Capital Group Ltd.*

   

3,396

     

155,095

   

Arthur J Gallagher & Co.

   

1,832

     

308,674

   

Brown & Brown, Inc.

   

2,062

     

127,803

   

Chubb Ltd.

   

3,787

     

781,825

   

Cincinnati Financial Corp.

   

1,319

     

161,789

   
Hartford Financial Services
Group, Inc. (The)
   

2,944

     

205,874

   

Markel Corp.*

   

120

     

162,394

   

Marsh & McLennan Cos, Inc.

   

4,439

     

717,786

   

MetLife, Inc.

   

6,169

     

405,180

   

Principal Financial Group, Inc.

   

2,138

     

145,683

   

Progressive Corp. (The)

   

5,140

     

551,830

   

Prudential Financial, Inc.

   

3,322

     

360,470

   

Travelers Cos, Inc. (The)

   

2,120

     

362,647

   

Willis Towers Watson plc

   

1,073

     

230,545

   
     

6,263,415

   

Interactive Media & Services - 5.3%

 

Alphabet, Inc., Class A*

   

2,645

     

6,036,392

   

Alphabet, Inc., Class C*

   

2,442

     

5,614,964

   

Match Group, Inc.*

   

2,491

     

197,163

   

Meta Platforms, Inc., Class A*

   

20,305

     

4,070,543

   

Pinterest, Inc., Class A*

   

5,002

     

102,641

   

Snap, Inc., Class A*

   

9,514

     

270,768

   

Twitter, Inc.*

   

7,033

     

344,758

   

ZoomInfo Technologies, Inc., Class A*

   

2,657

     

125,942

   
     

16,763,171

   

Internet & Direct Marketing Retail - 3.3%

 

Amazon.com, Inc.*

   

3,848

     

9,564,704

   

DoorDash, Inc., Class A*

   

1,424

     

115,956

   

eBay, Inc.

   

5,501

     

285,612

   

Etsy, Inc.*

   

1,114

     

103,814

   

MercadoLibre, Inc.*

   

408

     

397,241

   

Wayfair, Inc., Class A*

   

684

     

52,627

   
     

10,519,954

   

See accompanying Notes to Financial Statements.
8


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

IT Services - 4.8%

 

Accenture plc, Class A

   

5,558

   

$

1,669,401

   

Akamai Technologies, Inc.*

   

1,428

     

160,336

   

Automatic Data Processing, Inc.

   

3,692

     

805,521

   

Block, Inc., Class A*

   

4,405

     

438,474

   

Broadridge Financial Solutions, Inc.

   

1,026

     

147,877

   

Cloudflare, Inc., Class A*

   

2,441

     

210,268

   
Cognizant Technology Solutions
Corp., Class A
   

4,614

     

373,273

   

EPAM Systems, Inc.*

   

499

     

132,230

   
Fidelity National Information
Services, Inc.
   

5,351

     

530,552

   

Fiserv, Inc.*

   

5,224

     

511,534

   

FleetCor Technologies, Inc.*

   

715

     

178,407

   

Gartner, Inc.*

   

724

     

210,358

   

Global Payments, Inc.

   

2,503

     

342,861

   

GoDaddy, Inc., Class A*

   

1,463

     

118,225

   

International Business Machines Corp.

   

7,885

     

1,042,476

   

Mastercard, Inc., Class A

   

7,589

     

2,757,690

   

MongoDB, Inc., Class A*

   

587

     

208,344

   

Okta, Inc., Class A*

   

1,307

     

155,938

   

Paychex, Inc.

   

2,822

     

357,632

   

PayPal Holdings, Inc.*

   

10,244

     

900,755

   

Snowflake, Inc., Class A*

   

2,073

     

355,395

   

SS&C Technologies Holdings, Inc.

   

1,943

     

125,634

   

Twilio, Inc., Class A*

   

1,483

     

165,829

   

VeriSign, Inc.*

   

850

     

151,887

   

Visa, Inc., Class A

   

14,583

     

3,108,074

   
     

15,158,971

   

Life Sciences Tools & Services - 1.7%

 

Agilent Technologies, Inc.

   

2,642

     

315,111

   

Avantor, Inc.*

   

5,352

     

170,622

   

Bio-Rad Laboratories, Inc., Class A*

   

190

     

97,291

   

Danaher Corp.

   

5,595

     

1,405,072

   

Illumina, Inc.*

   

1,375

     

407,894

   

IQVIA Holdings, Inc.*

   

1,680

     

366,223

   

Mettler-Toledo International, Inc.*

   

202

     

258,061

   

PerkinElmer, Inc.

   

1,110

     

162,737

   

Thermo Fisher Scientific, Inc.

   

3,465

     

1,915,869

   

Waters Corp.*

   

537

     

162,722

   

West Pharmaceutical Services, Inc.

   

652

     

205,419

   
     

5,467,021

   

Machinery - 1.5%

 

Caterpillar, Inc.

   

4,757

     

1,001,538

   

Cummins, Inc.

   

1,252

     

236,866

   

Deere & Co.

   

2,466

     

931,037

   

Dover Corp.

   

1,267

     

168,891

   

Fortive Corp.

   

3,153

     

181,298

   

IDEX Corp.

   

669

     

126,990

   

Illinois Tool Works, Inc.

   

2,511

     

494,943

   

Investments

 

Shares

 

Value

 

Ingersoll Rand, Inc.

   

3,582

   

$

157,465

   

Otis Worldwide Corp.

   

3,733

     

271,912

   

PACCAR, Inc.

   

3,054

     

253,635

   

Parker-Hannifin Corp.

   

1,130

     

306,027

   

Stanley Black & Decker, Inc.

   

1,433

     

172,175

   
Westinghouse Air Brake
Technologies Corp.
   

1,643

     

147,722

   

Xylem, Inc./NY

   

1,587

     

127,754

   
     

4,578,253

   

Media - 0.9%

 
Charter Communications, Inc.,
Class A*
   

1,048

     

449,058

   

Comcast Corp., Class A

   

39,776

     

1,581,493

   

Fox Corp., Class A

   

2,772

     

99,348

   

Fox Corp., Class B

   

1,286

     

42,747

   

Liberty Broadband Corp., Class A*

   

205

     

22,070

   

Liberty Broadband Corp., Class C*

   

1,245

     

139,216

   

Liberty Media Corp.-Liberty SiriusXM

   

686

     

28,695

   

Liberty Media Corp.-Liberty SiriusXM*

   

1,400

     

58,632

   

Omnicom Group, Inc.

   

1,838

     

139,927

   

Paramount Global, Class B

   

5,338

     

155,443

   

Sirius XM Holdings, Inc.

   

7,998

     

47,988

   
     

2,764,617

   

Metals & Mining - 0.5%

 

Freeport-McMoRan, Inc.

   

12,911

     

523,541

   

Newmont Corp.

   

7,007

     

510,460

   

Nucor Corp.

   

2,392

     

370,234

   

Southern Copper Corp.

   

751

     

46,765

   
     

1,451,000

   

Multiline Retail - 0.6%

 

Dollar General Corp.

   

2,039

     

484,324

   

Dollar Tree, Inc.*

   

1,979

     

321,489

   

Target Corp.

   

4,213

     

963,302

   
     

1,769,115

   

Multi-Utilities - 0.8%

 

Ameren Corp.

   

2,267

     

210,604

   

CMS Energy Corp.

   

2,544

     

174,747

   

Consolidated Edison, Inc.

   

3,113

     

288,700

   

Dominion Energy, Inc.

   

7,121

     

581,358

   

DTE Energy Co.

   

1,704

     

223,292

   

Public Service Enterprise Group, Inc.

   

4,448

     

309,848

   

Sempra Energy

   

2,807

     

452,938

   

WEC Energy Group, Inc.

   

2,774

     

277,539

   
     

2,519,026

   

Oil, Gas & Consumable Fuels - 3.8%

 

Cheniere Energy, Inc.

   

2,072

     

281,398

   

Chevron Corp.

   

16,950

     

2,655,557

   

ConocoPhillips

   

11,449

     

1,093,608

   

See accompanying Notes to Financial Statements.
9


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

Continental Resources, Inc.

   

515

   

$

28,619

   

Coterra Energy, Inc.

   

7,150

     

205,849

   

Devon Energy Corp.

   

5,538

     

322,145

   

Diamondback Energy, Inc.

   

1,498

     

189,093

   

EOG Resources, Inc.

   

5,142

     

600,380

   

Exxon Mobil Corp.

   

37,227

     

3,173,601

   

Hess Corp.

   

2,421

     

249,532

   

Kinder Morgan, Inc.

   

17,136

     

311,018

   

Marathon Oil Corp.

   

6,849

     

170,677

   

Marathon Petroleum Corp.

   

5,091

     

444,241

   

Occidental Petroleum Corp.

   

7,802

     

429,812

   

ONEOK, Inc.

   

3,920

     

248,254

   

Phillips 66

   

4,112

     

356,757

   

Pioneer Natural Resources Co.

   

1,997

     

464,243

   

Valero Energy Corp.

   

3,593

     

400,548

   

Williams Cos, Inc. (The)

   

10,686

     

366,423

   
     

11,991,755

   

Personal Products - 0.2%

 

Estee Lauder Cos, Inc. (The), Class A

   

2,044

     

539,739

   

Pharmaceuticals - 4.2%

 

Bristol-Myers Squibb Co.

   

19,166

     

1,442,625

   

Catalent, Inc.*

   

1,574

     

142,541

   

Elanco Animal Health, Inc.*

   

4,161

     

105,315

   

Eli Lilly & Co.

   

6,982

     

2,039,652

   

Johnson & Johnson

   

23,148

     

4,177,288

   

Merck & Co., Inc.

   

22,210

     

1,969,805

   

Pfizer, Inc.

   

49,352

     

2,421,703

   

Royalty Pharma plc, Class A

   

3,131

     

133,318

   

Viatris, Inc.

   

10,640

     

109,911

   

Zoetis, Inc., Class A

   

4,160

     

737,360

   
     

13,279,518

   

Professional Services - 0.4%

 

CoStar Group, Inc.*

   

3,472

     

220,889

   

Equifax, Inc.

   

1,073

     

218,377

   

Jacobs Engineering Group, Inc.

   

1,135

     

157,254

   

Leidos Holdings, Inc.

   

1,233

     

127,628

   

TransUnion

   

1,683

     

147,296

   

Verisk Analytics, Inc., Class A

   

1,416

     

288,935

   
     

1,160,379

   

Real Estate Management & Development - 0.1%

 

CBRE Group, Inc., Class A*

   

2,941

     

244,221

   

Zillow Group, Inc., Class A*

   

323

     

12,484

   

Zillow Group, Inc., Class C*

   

1,461

     

58,177

   
     

314,882

   

Road & Rail - 1.1%

 

CSX Corp.

   

19,507

     

669,870

   

JB Hunt Transport Services, Inc.

   

740

     

126,429

   

Lyft, Inc., Class A*

   

2,634

     

85,868

   

Investments

 

Shares

 

Value

 

Norfolk Southern Corp.

   

2,108

   

$

543,611

   

Old Dominion Freight Line, Inc.

   

819

     

229,418

   

Uber Technologies, Inc.*

   

14,671

     

461,843

   

Union Pacific Corp.

   

5,600

     

1,312,025

   
     

3,429,064

   

Semiconductors & Semiconductor Equipment - 5.5%

 

Advanced Micro Devices, Inc.*

   

14,375

     

1,229,350

   

Analog Devices, Inc.

   

4,620

     

713,236

   

Applied Materials, Inc.

   

7,807

     

861,502

   

Broadcom, Inc.

   

3,631

     

2,012,989

   

Enphase Energy, Inc.*

   

1,179

     

190,291

   

Entegris, Inc.

   

1,192

     

132,777

   

Intel Corp.

   

35,808

     

1,560,870

   

KLA Corp.

   

1,325

     

423,020

   

Lam Research Corp.

   

1,227

     

571,488

   

Marvell Technology, Inc.

   

7,419

     

430,896

   

Microchip Technology, Inc.

   

4,885

     

318,502

   

Micron Technology, Inc.

   

9,847

     

671,467

   

Monolithic Power Systems, Inc.

   

382

     

149,836

   

NVIDIA Corp.

   

21,982

     

4,077,001

   

NXP Semiconductors NV

   

2,339

     

399,735

   

ON Semiconductor Corp.*

   

3,790

     

197,497

   

Qorvo, Inc.*

   

955

     

108,660

   

QUALCOMM, Inc.

   

9,910

     

1,384,327

   

Skyworks Solutions, Inc.

   

1,443

     

163,492

   

SolarEdge Technologies, Inc.*

   

462

     

115,689

   

Teradyne, Inc.

   

1,432

     

151,019

   

Texas Instruments, Inc.

   

8,121

     

1,382,600

   
     

17,246,244

   

Software - 9.6%

 

Adobe, Inc.*

   

4,147

     

1,642,004

   

ANSYS, Inc.*

   

768

     

211,730

   

AppLovin Corp., Class A*

   

314

     

11,979

   

Autodesk, Inc.*

   

1,934

     

366,068

   

Bill.com Holdings, Inc.*

   

809

     

138,104

   

Cadence Design Systems, Inc.*

   

2,438

     

367,772

   

Ceridian HCM Holding, Inc.*

   

1,201

     

67,412

   

Crowdstrike Holdings, Inc., Class A*

   

1,831

     

363,930

   

Datadog, Inc., Class A*

   

2,260

     

272,963

   

DocuSign, Inc., Class A*

   

1,739

     

140,859

   

Fortinet, Inc.*

   

1,194

     

345,078

   

HubSpot, Inc.*

   

395

     

149,875

   

Intuit, Inc.

   

2,490

     

1,042,688

   

Microsoft Corp.

   

65,920

     

18,294,117

   

Oracle Corp.

   

13,851

     

1,016,663

   

Palantir Technologies, Inc., Class A*

   

14,090

     

146,536

   

Palo Alto Networks, Inc.*

   

868

     

487,191

   

Paycom Software, Inc.*

   

423

     

119,062

   

PTC, Inc.*

   

929

     

106,101

   

See accompanying Notes to Financial Statements.
10


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

RingCentral, Inc., Class A*

   

722

   

$

61,262

   

Roper Technologies, Inc.

   

928

     

436,086

   

Salesforce, Inc.*

   

8,660

     

1,523,639

   

ServiceNow, Inc.*

   

1,759

     

840,978

   

Splunk, Inc.*

   

1,396

     

170,340

   

Synopsys, Inc.*

   

1,349

     

386,880

   

Trade Desk, Inc. (The), Class A*

   

3,832

     

225,781

   

Tyler Technologies, Inc.*

   

360

     

142,096

   

UiPath, Inc., Class A*

   

2,332

     

41,580

   

Unity Software, Inc.*

   

1,439

     

95,564

   

VMware, Inc., Class A

   

1,772

     

191,447

   

Workday, Inc., Class A*

   

1,698

     

350,977

   

Zendesk, Inc.*

   

1,071

     

130,705

   
Zoom Video Communications, Inc.,
Class A*
   

1,918

     

190,975

   

Zscaler, Inc.*

   

703

     

142,526

   
     

30,220,968

   

Specialty Retail - 2.1%

 

AutoZone, Inc.*

   

181

     

353,940

   

Bath & Body Works, Inc.

   

2,267

     

119,902

   

Best Buy Co., Inc.

   

1,901

     

170,957

   

Burlington Stores, Inc.*

   

585

     

119,083

   

CarMax, Inc.*

   

1,421

     

121,893

   

Carvana Co., Class A*

   

875

     

50,715

   

Home Depot, Inc. (The)

   

9,182

     

2,758,274

   

Lowe's Cos, Inc.

   

5,925

     

1,171,550

   

O'Reilly Automotive, Inc.*

   

593

     

359,684

   

Ross Stores, Inc.

   

3,108

     

310,085

   

TJX Cos, Inc. (The)

   

10,487

     

642,643

   

Tractor Supply Co.

   

1,001

     

201,651

   

Ulta Beauty, Inc.*

   

476

     

188,877

   
     

6,569,254

   

Technology Hardware, Storage & Peripherals - 7.2%

 

Apple, Inc.

   

136,322

     

21,491,163

   

Dell Technologies, Inc., Class C

   

2,548

     

119,781

   

Hewlett Packard Enterprise Co.

   

11,359

     

175,042

   

HP, Inc.

   

9,523

     

348,827

   

NetApp, Inc.

   

1,954

     

143,131

   

Seagate Technology Holdings plc

   

1,771

     

145,293

   

Western Digital Corp.*

   

2,746

     

145,730

   
     

22,568,967

   

Textiles, Apparel & Luxury Goods - 0.6%

 

Lululemon Athletica, Inc.*

   

1,035

     

367,042

   

NIKE, Inc., Class B

   

11,224

     

1,399,633

   

VF Corp.

   

2,838

     

147,576

   
     

1,914,251

   

Investments

 

Shares

 

Value

 

Tobacco - 0.7%

 

Altria Group, Inc.

   

16,034

   

$

891,009

   

Philip Morris International, Inc.

   

13,625

     

1,362,500

   
     

2,253,509

   

Trading Companies & Distributors - 0.2%

 

Fastenal Co.

   

5,063

     

280,035

   

United Rentals, Inc.*

   

636

     

201,307

   

WW Grainger, Inc.

   

380

     

190,011

   
     

671,353

   

Water Utilities - 0.1%

 

American Water Works Co., Inc.

   

1,595

     

245,758

   

Wireless Telecommunication Services - 0.2%

 

T-Mobile US, Inc.*

   

5,164

     

635,895

   
Total Common Stocks
(Cost $340,870,465)
   

313,832,446

   

Securities Lending Reinvestment†††

 

Money Market Fund - 0.0%†

 
Fidelity Investments Money Market
Treasury Portfolio – Institutional
Class, 0.23%††††
(Cost $94,800)
   

94,800

     

94,800

   
Total Investments - 99.9%
(Cost $340,965,265)
     

$

313,927,246

   

Other Assets Less Liabilities – 0.1%

       

145,477

   

Net Assets - 100.0%

 

$

314,072,723

   

*  Non-income producing security.

†  Represents less than 0.05%.

††  The security or a portion of this security is on loan at April 30, 2022. The total value of securities on loan at April 30, 2022 was $86,784, collateralized in the form of cash with a value of $94,800 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Investments. The total value of collateral is $94,800.

†††  The security was purchased with cash collateral held from securities on loan at April 30, 2022. The total value of securities purchased was $94,800.

††††  7-day net yield.

See accompanying Notes to Financial Statements.
11


Schedule of Investments (continued)
Engine No. 1 Transform 500 ETF
 

 

April 30, 2022 (Unaudited)

Futures Contract Purchased

Engine No. 1 Transform 500 ETF had the following open long futures contracts as of April 30, 2022:

    Number of
Contracts
  Expiration
Date
  Trading
Currency
  Notional
Amount
  Value and
Unrealized
Appreciation
 

S&P 500 Micro E-Mini Index

   

11

   

6/17/2022

 

USD

     

$

227,013

   

$

(17,190

)

 

Fair Value Measurement

The Fund discloses the fair market value of its investments in a hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Fund (observable inputs) and (2) the Fund's own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the hierarchy are as follows:

•  Level 1 — Quoted prices in active markets for identical assets that the Fund has the ability to access.

•  Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

•  Level 3 — Significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuations as of April 30, 2022 for the Fund based upon the three levels defined above:

Engine No. 1 Transform 500 ETF

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Investments

 

Assets

 

Common Stocks*

 

$

313,832,446

   

$

   

$

   

$

313,832,446

   

Money Market Fund

   

94,800

     

     

     

94,800

   

Total Investments

 

$

313,927,246

   

$

   

$

   

$

313,927,246

   

Other Financial Instruments

 

Liabilities

 

Futures Contracts**

 

$

(17,190

)

 

$

   

$

   

$

(17,190

)

 

Total Other Financial Instruments

 

$

(17,190

)

 

$

   

$

   

$

(17,190

)

 

*  Please refer to the Schedule of Investments to view securities segregated by industry type.

**  Futures Contracts Purchased.

See accompanying Notes to Financial Statements.
12


Schedule of Investments
Engine No. 1 Transform Climate ETF
 

 

April 30, 2022 (Unaudited)

Investments

 

Shares

 

Value

 

COMMON STOCKS - 93.0%

 

Automobiles - 19.5%

 

Ford Motor Co.

   

418,030

   

$

5,919,305

   

General Motors Co.*

   

194,237

     

7,363,524

   

Tesla, Inc.*

   

3,320

     

2,890,923

   
     

16,173,752

   

Chemicals - 16.1%

 

Albemarle Corp.

   

34,919

     

6,733,430

   

CF Industries Holdings, Inc.

   

14,984

     

1,450,901

   

Livent Corp.*

   

137,460

     

2,936,146

   
Sociedad Quimica y Minera de
Chile S.A. ADR
   

30,390

     

2,242,782

   
     

13,363,259

   

Commercial Services & Supplies - 5.2%

 

Republic Services, Inc., Class A

   

32,164

     

4,318,660

   

Electrical Equipment - 6.2%

 

GrafTech International Ltd.

   

157,274

     

1,428,048

   

Rockwell Automation, Inc.

   

14,773

     

3,732,694

   
     

5,160,742

   

Food & Staples Retailing - 3.2%

 

Walmart, Inc.

   

17,318

     

2,649,481

   

Food Products - 8.6%

 

Archer-Daniels-Midland Co.

   

68,755

     

6,157,698

   

Bunge Ltd.

   

8,793

     

994,664

   
     

7,152,362

   

Machinery - 10.6%

 

AGCO Corp.

   

27,688

     

3,527,451

   

Deere & Co.

   

13,976

     

5,276,639

   
     

8,804,090

   

Metals & Mining - 6.1%

 

Alcoa Corp.

   

74,120

     

5,025,336

   

Oil, Gas & Consumable Fuels - 4.7%

 

Occidental Petroleum Corp.

   

15,023

     

827,617

   

Shell plc ADR

   

56,804

     

3,035,038

   
     

3,862,655

   

Road & Rail - 8.2%

 

Canadian Pacific Railway Ltd.

   

51,476

     

3,769,072

   

Union Pacific Corp.

   

12,826

     

3,005,004

   
     

6,774,076

   

Semiconductors & Semiconductor Equipment - 4.6%

 

First Solar, Inc.*

   

52,654

     

3,845,322

   
Total Common Stocks
(Cost $80,307,138)
   

77,129,735

   

Investments

 

Value

 
Total Investments - 93.0%
(Cost $80,307,138)
 

$

77,129,735

   

Other Assets Less Liabilities – 7.0%

   

5,808,619

   

Net Assets - 100.0%

 

$

82,938,354

   

*  Non-income producing security.

Engine No. 1 Transform Climate ETF invested, as a percentage of net assets, in the following countries of April 30, 2022:

United States

   

82.1

%

 

Canada

   

4.5

%

 

United Kingdom

   

3.7

%

 

Chile

   

2.7

%

 

Other(1)

   

7.0

%

 

Total

   

100.0

%

 

(1)  Includes cash and net other assets (liabilities).

See accompanying Notes to Financial Statements.
13


Schedule of Investments (continued)
Engine No. 1 Transform Climate ETF
 

 

April 30, 2022 (Unaudited)

Fair Value Measurement

The Fund discloses the fair market value of its investments in a hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Fund (observable inputs) and (2) the Fund's own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the hierarchy are as follows:

•  Level 1 — Quoted prices in active markets for identical assets that the Fund has the ability to access.

•  Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

•  Level 3 — Significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuations as of April 30, 2022 for the Fund based upon the three levels defined above:

Engine No. 1 Transform Climate ETF

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Investments

 

Assets

 

Common Stocks*

 

$

77,129,735

   

$

   

$

   

$

77,129,735

   

Total Investments

 

$

77,129,735

   

$

   

$

   

$

77,129,735

   

*  Please refer to the Schedule of Investments to view securities segregated by industry type.

See accompanying Notes to Financial Statements.
14


Statements of Assets and Liabilities

 

 

April 30, 2022 (Unaudited)

    Engine No. 1
Transform 500
ETF
  Engine No. 1
Transform Climate
ETF
 

ASSETS:

 

Investments in securities at value (Note 2)

 

$

313,927,246

(1)

 

$

77,129,735

   

Cash

   

54,179

     

6,231,981

   

Segregated cash balance with broker for future contracts

   

29,247

     

   

Receivables:

 

Dividends and interest

   

241,924

     

53,356

   

Securities lending income

   

74

     

   

Reclaims

   

1,846

     

1,026

   

Total Assets

   

314,254,516

     

83,416,098

   

LIABILITIES:

 

Payables:

 

Investments securities purchased

   

56,061

     

422,961

   

Management fees (Note 3)

   

13,742

     

54,783

   

Unrealized depreciation on future contracts

   

17,190

     

   

Collateral on securities loaned at value (Note 2)

   

94,800

     

   

Total Liabilities

   

181,793

     

477,744

   

NET ASSETS

 

$

314,072,723

   

$

82,938,354

   

NET ASSETS CONSIST OF:

 

Paid-in capital

 

$

340,923,993

   

$

85,249,925

   

Total distributable earnings

   

(26,851,270

)

   

(2,311,571

)

 

NET ASSETS

 

$

314,072,723

   

$

82,938,354

   

Shares outstanding

   

6,540,000

     

1,720,000

   

Net asset value, per share

 

$

48.02

   

$

48.22

   

Investment in securities at cost

 

$

340,965,265

   

$

80,307,138

   

(1) Includes securities on loan with market value $86,784.

See accompanying Notes to Financial Statements.
15


Statements of Operations

 

 

For the Period Ended April 30, 2022 (Unaudited)

    Engine No. 1
Transform 500
ETF
  Engine No. 1
Transform Climate
ETF*
 

INVESTMENT INCOME:

 

Dividend income

 

$

1,982,439

   

$

216,381

   

Securities lending income (Note 2)

   

2,305

     

   

Other income

   

404

     

588

   

Foreign withholding tax on dividends

   

(222

)

   

(2,569

)

 

Total Income

   

1,984,926

     

214,400

   

EXPENSES:

 

Management fees (Note 3)

   

72,556

     

139,139

   

Total Expenses

   

72,556

     

139,139

   

Net Investment Income(1)

   

1,912,370

     

75,261

   

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

 

Net realized gain (loss) on:

 

Investments in securities

   

(1,262,943

)

   

(3,921,570

)

 

In-kind redemptions of investments

   

1,012,516

     

4,786,421

   

Expiration or closing of futures contracts

   

20,270

     

   

Net realized gain (loss)

   

(230,157

)

   

864,851

   

Change in unrealized depreciation on:

 

Investments in securities

   

(40,251,490

)

   

(3,177,403

)

 

Future contracts

   

(26,015

)

   

   

Change in unrealized depreciation

   

(40,277,505

)

   

(3,177,403

)

 

Net realized and unrealized loss on investments

   

(40,507,662

)

   

(2,312,552

)

 

Net Decrease in Net Assets Resulting From Operations

 

$

(38,595,292

)

 

$

(2,237,291

)

 

*  The Fund commenced investment operations on February 3, 2022.

(1)  Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.

See accompanying Notes to Financial Statements.
16


Statements of Changes in Net Assets

 

 
    Engine No. 1
Transform 500
ETF*
  Engine No. 1
Transform Climate
ETF**
 
    For the Period
Ended
April 30, 2022
(Unaudited)
  For the Period
Ended
October 31, 2021
  For the Period
Ended
April 30, 2022
(Unaudited)
 

OPERATIONS:

 

Net investment income(1)

 

$

1,912,370

   

$

701,745

   

$

75,261

   

Net realized gain (loss) on investments

   

(230,157

)

   

143,069

     

864,851

   

Net change in unrealized appreciation (depreciation) on investments

   

(40,277,505

)

   

13,222,296

     

(3,177,403

)

 

Net increase (decrease) in net assets resulting from operations

   

(38,595,292

)

   

14,067,110

     

(2,237,291

)

 

DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings

   

(1,535,002

)

   

(467,032

)

   

(74,280

)

 

CAPITAL TRANSACTIONS:

 

Proceeds from shares sold

   

125,143,204

     

225,011,715

     

106,981,164

   

Cost of shares redeemed

   

(6,374,475

)

   

(3,277,505

)

   

(21,731,239

)

 

Net increase in net assets from capital transactions

   

118,768,729

     

221,734,210

     

85,249,925

   

Increase in net assets

   

78,638,435

     

235,334,288

     

82,938,354

   

NET ASSETS:

 

Beginning of period

   

235,434,288

     

100,000

(2)

   

   

End of period

 

$

314,072,723

   

$

235,434,288

   

$

82,938,354

   

CHANGES IN SHARES OUTSTANDING:

 

Shares outstanding, beginning of period

   

4,320,000

     

2,000

(2)

   

   

Shares sold

   

2,340,000

     

4,380,000

     

2,140,001

   

Shares redeemed

   

(120,000

)

   

(62,000

)

   

(420,001

)

 

Shares outstanding, end of period

   

6,540,000

     

4,320,000

     

1,720,000

   

*  The Fund commenced investment operations on June 22, 2021.

**  The Fund commenced investment operations on February 3, 2022.

(1)  Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.

(2)  Beginning capital of $100,000 was contributed by Fund Management at Engine No. 1 LLC, investment adviser to the Fund, in exchange for 2,000 Shares of the Fund in connection with the seeding of the Trust. The Shares were redeemed by the adviser on the commencement of investment operations on June 22, 2021.

See accompanying Notes to Financial Statements.
17


Financial Highlights
Engine No. 1 Transform 500 ETF
 

 

For a share outstanding throughout the periods presented.

    For the Period
Ended
April 30, 2022
(Unaudited)
  For the Period
June 22, 2021
through
October 31, 2021(1)
 

Per Share Data:

 

Net asset value, beginning of period

 

$

54.50

   

$

50.18

(2)

 

Net investment income(3)

   

0.35

     

0.22

   

Net realized and unrealized gain (loss) on investments

   

(6.55

)

   

4.23

   

Total gain (loss) from investment operations

   

(6.20

)

   

4.45

   

Distributions to shareholders:

 

Net investment income

   

(0.28

)

   

(0.13

)

 

Total distributions

   

(0.28

)

   

(0.13

)

 

Net asset value, end of period

 

$

48.02

   

$

54.50

   

Market value, end of period (Unaudited)

 

$

48.07

   

$

54.49

   

Total Return at Net Asset Value(4)

   

(11.42

)%

   

8.87

%

 

Total Return at Market Value(4)

   

(11.32

)%

   

8.86

%

 

Ratios/Supplemental Data:

 

Net assets, end of period (000's omitted)

 

$

314,073

   

$

235,434

   

Ratio to average net assets of:

 

Expenses

   

0.05

%(5)

   

0.05

%(5)

 

Net investment income(6)

   

1.32

%(5)

   

1.15

%(5)

 

Portfolio turnover rate(7)

   

2

%

   

1

%

 

(1)  Commencement of investment operations on June 22, 2021.

(2)  The net asset value at the beginning of the period differs from the beginning net asset value reflected on the Statements of Changes in Net Assets due to a change in unrealized gain/(loss) from the inception date, June 22, 2021, to when the initial basket was created.

(3)  Based on average daily shares outstanding.

(4)  Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and sale at the market value on the last day of the period. Market values are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange, Inc. using the closing price. Total return calculated for a period of less than one year is not annualized.

(5)  Annualized.

(6)  Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.

(7)  Portfolio turnover rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund's capital shares.

See accompanying Notes to Financial Statements.
18


Financial Highlights
Engine No. 1 Transform Climate ETF
 

 

For a share outstanding throughout the period presented.

    For the Period
February 3, 2022 through
April 30, 2022(1)
(Unaudited)
 

Per Share Data:

 

Net asset value, beginning of period

 

$

49.94

   

Net investment income(2)

   

0.05

   

Net realized and unrealized loss on investments

   

(1.73

)

 

Total loss from investment operations

   

(1.68

)

 

Distributions to shareholders:

 

Net investment income

   

(0.04

)

 

Total distributions

   

(0.04

)

 

Net asset value, end of period

 

$

48.22

   

Market value, end of period (Unaudited)

 

$

48.22

   

Total Return at Net Asset Value(3)

   

(3.37

)%

 

Total Return at Market Value(3)

   

(3.36

)%

 

Ratios/Supplemental Data:

 

Net assets, end of period (000's omitted)

 

$

82,938

   

Ratio to average net assets of:

 

Expenses

   

0.75

%(4)

 

Net investment income(5)

   

0.41

%(4)

 

Portfolio turnover rate(6)

   

81

%

 

(1)  Commencement of investment operations on February 3, 2022.

(2)  Based on average daily shares outstanding.

(3)  Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and sale at the market value on the last day of the period. Market values are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange, Inc. using the closing price. Total return calculated for a period of less than one year is not annualized.

(4)  Annualized.

(5)  Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.

(6)  Portfolio turnover rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund's capital shares.

See accompanying Notes to Financial Statements.
19


Notes to Financial Statements
April 30, 2022 (Unaudited)
 

 

1. Organization

The Engine No. 1 ETF Trust (the "Trust") is a Delaware statutory trust organized on October 26, 2020 and is authorized to issue multiple series or portfolios. The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust currently consists of two investment portfolios, Engine No. 1 Transform 500 ETF (the "Transform 500 ETF") and Engine No. 1 Transform Climate ETF (the "Transform Climate ETF") (each a "Fund" and collectively, the "Funds"). The Transform 500 ETF is a diversified management investment company and the Transform Climate ETF is a non-diversified management investment company under the 1940 Act. The Transform 500 ETF seeks investment results that closely correspond, before fees and expenses, to the performance of the Morningstar® US Large Cap Select IndexSM. The Transform Climate ETF's investment objective is long-term growth of capital. The Transform Climate ETF seeks to achieve its investment objective by investing in companies that are creating value by transforming themselves and others to meet the growing demands of climate change. There can be no assurance that the Funds will achieve their respective investment objectives.

Fund Management at Engine No. 1 LLC (the "Adviser") is the investment adviser to the Funds.

The Trust's fiscal and tax reporting period end is October 31.

2. Significant Accounting Policies

The Trust, which is an investment company, follows accounting and reporting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, "Financial Services — Investment Companies."

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Investment Valuation

The NAV of each Fund's shares is calculated each business day as of the close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. NAV per share is computed by dividing the net assets by the number of each Fund's shares outstanding.

Generally, securities traded or dealt in upon one or more securities exchanges for which market quotations are readily available and not subject to restrictions against resale are valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on such exchange. Securities primarily traded in the National Association of Securities Dealers' Automated Quotation System ("NASDAQ") National Market System for which market quotations are readily available are valued using the NASDAQ Official Closing Price. Securities that are not traded or dealt in any securities exchange and for which over-the-counter market quotations are readily available generally are valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask price on such over-the-counter market. Futures contracts listed for trading on a futures exchange or board of trade for which market quotations are generally available are valued at the last quoted sale price, or, in the absence of a sale, at the mean of the last bid and ask price. Investments in open-end regulated investment companies are valued at NAV.

If market quotations are not readily available, securities are priced at their fair value as determined in good faith by the Adviser in accordance with the Trust's valuation guidelines, which were approved by the Board of Trustees. The Funds may use fair value pricing in a variety of circumstances, including but not limited to, situations when the value of a Fund's security has been materially affected by events occurring after the close of the market on which such security is principally traded (such as a corporate action or other news that may materially affect the price of such security) or trading in such security has been suspended or halted.

The Funds may use independent pricing services to assist in calculating the value of each Fund's securities or other assets.

Futures Contracts

Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific asset, currency, rate or index at a specified future time and at a specified price. Stock index futures are based on investments that reflect the market value of common stock of the firms included in an underlying index. The Funds may enter into futures contracts to purchase securities indexes when the Adviser anticipates purchasing the underlying securities and believes prices will rise before the purchase will be made. To the extent required by law, liquid assets committed to futures contracts will be maintained.


20


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 

Futures contracts may be bought and sold on U.S. and non-U.S. exchanges. Futures contracts in the U.S. have been designed by exchanges that have been designated "contract markets" by the Commodity Futures Trading Commission and must be executed through the futures commission merchant ("FCM"). Each exchange guarantees performance of the contracts as between the clearing members of the exchange, thereby reducing the risk of counterparty default. Futures contracts may also be entered into on certain exempt markets, including exempt boards of trade and electronic trading facilities, available to certain market participants. Because all transactions in the futures market are made, offset or fulfilled by an FCM through a clearinghouse associated with the exchange on which the contracts are traded, the Funds will incur brokerage fees when it buys or sells futures contracts.

Upon entering into a futures contract, the Funds will be required to deliver to an account controlled by the FCM an amount of cash or cash equivalents known as "initial margin," which is in the nature of a performance bond or good faith deposit on the contract and is returned to the Funds upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the FCM will be made daily as the price of the instrument or index underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking-to-market."

At any time prior to the expiration of a futures contract, the Funds may elect to close the position by taking an opposite position, which will operate to terminate the Fund's existing position in the contract. This transaction, which is effected through a member of an exchange, cancels the obligation to make or take delivery of the underlying instrument or asset. Although some futures contracts by their terms require the actual delivery or acquisition of the underlying instrument or asset, some require cash settlement.

There are several risks accompanying the utilization of futures contracts. Utilization of futures by the Transform 500 ETF involves the risk of imperfect or even negative correlation to its Underlying Index if the index underlying the futures contract differs from the Underlying Index. For both Funds, there is also the risk of loss of margin deposits in the event of bankruptcy of a broker with whom the Fund has an open position in the futures contract.

Because the futures market generally imposes less burdensome margin requirements than the securities market, an increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting the Funds to substantial losses. In the event of adverse price movements, the Funds would be required to make daily cash payments of variation margin.

The following tables indicate the location of derivative-related items on the Statements of Assets and Liabilities as well as the effect of derivative instruments on the Statements of Operations during the reporting period.

Fair Value of Derivative Instruments as of April 30, 2022

Engine No.1 Transform 500 ETF

   

Asset Derivatives

 

Liabilities Derivatives

 
Derivatives Not Accounted for as
Hedging Instruments under ASC 815
  Statements of Assets
and Liabilities
  Unrealized
Appreciation*
  Statements of Assets
and Liabilities
  Unrealized
Depreciation*
 

Equity Index Futures Contracts

  Unrealized
appreciation on
futures contracts*
 

$

    Unrealized
depreciation on
futures contracts*
 

$

(17,190

)*

 

*  Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.


21


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 
Derivatives Not Accounted for as
Hedging Instruments under ASC 815
  Location of Gain (Loss) on
Derivatives
  Realized Gain (Loss) on
Derivatives
  Change in Unrealized
Appreciation (Depreciation)
on Derivatives
 

Equity Index Futures Contracts

  Net realized gain (loss) on
expiration or closing of futures
contracts; change in net
unrealized appreciation
(depreciation) on futures
contracts
 

$

20,270

   

$

(26,015

)

 

Securities Lending

The Funds may lend portfolio securities to certain borrowers. The borrowers provide collateral that is maintained in an amount at least equal to the current market value of the securities loaned. The Funds may terminate a loan at any time and obtain the return of the securities loaned. The Funds receive the value of any interest or cash or noncash distributions paid on the loaned securities. Distributions received on loaned securities in lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income.

With respect to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral. The Funds are compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, the Funds are compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain short-term instruments either directly on behalf of the lending Funds or through one or more joint accounts or money market funds, which may include those managed by the Adviser.

The Funds may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities lending agents approved by the Board who administer the lending program for the Funds in accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from the Funds to borrowers, arranges for the return of loaned securities to the Funds at the termination of a loan, requests deposit of collateral, monitors the daily value of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan agreements, and provides recordkeeping and accounting services necessary for the operation of the program. Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process), "gap" risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees the Funds have agreed to pay a borrower), and credit, legal, counterparty and market risk. In the event a borrower does not return the Funds' securities as agreed, the Funds may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated plus the transaction costs incurred in purchasing replacement securities. Investing cash collateral subjects the Funds to greater market risk, including losses on the collateral and, should the Funds need to look to the collateral in the event of the borrower's default, losses on the loan secured by that collateral.

The following table summarizes each Fund's securities lending agreements by counterparty which are subject to rights of offset as of April 30, 2022:

Engine No. 1 Transform 500 ETF

Counterparty

  Value of
Securities on
Loan
  Cash Collateral
Received(a)
  Fair Value on
Non-Cash
Collateral
Received
 

Net Exposure(b)

 

HSBC Bank plc

 

$

86,784

   

$

86,784

   

$

   

$

   

(a)  Collateral with a value of $94,800 has been received in connection with securities lending agreements. The amount of collateral reflected in the table does not include any over-collateralization received by the Fund and is calculated based on prior day's prices.

(b)  Net exposure represents the receivable (payable) due from (to) the counterparty in the event of default.


22


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 

The table below represents the disaggregation at April 30, 2022 of the gross amount of recognized liabilities for securities lending transactions. As the securities loaned are subject to termination by the Funds or the borrower at any time, the remaining contractual maturities of the transactions presented below are considered to be overnight and continuous.

    Remaining Contractual Maturity of the Agreements
as of April 30, 2022
 
    Overnight and
Continuous
 

< 30 days

  Between 30 &
90 days
 

> 90 days

 

Total

 

Engine No. 1 Transform 500 ETF

 
Securities Lending Transactions
Money Market Fund
 

$

94,800

   

$

   

$

   

$

   

$

94,800

   

Total borrowings

                 

$

94,800

   

Gross amount of recognized liabilities for securities lending transactions

                 

$

94,800

   

Engine No. 1 Transform Climate ETF did not have any securities lending agreements as of April 30, 2022.

Investment Transactions

Investment transactions are accounted for as of the trade date. Realized gains and losses on sales of investment securities are calculated using the identified cost method. Dividend income is recognized on the ex-dividend date. Interest income and expenses are recognized on the accrual basis.

Dividend Distributions

Distributions to shareholders are recorded on the ex-dividend date and are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Funds intend to declare and make distributions of taxable net investment income quarterly and net capital gains annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes. Therefore, no provision for federal income tax should be required.

Organizational and Offering Costs

The Adviser has agreed to bear all organizational and offering expenses for the Funds.

3. Management and Other Agreements

Management

The Adviser, located at 710 Sansome Street, San Francisco, CA 94111, furnishes investment advisory services to the Funds pursuant to an Investment Advisory Agreement with the Trust on behalf of the Funds (the "Investment Advisory Agreement"), subject to the supervision and direction of the Board. The Adviser is registered with the Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended.

For its investment advisory services to the Funds, the Adviser is paid a management fee from the Funds based on a percentage of the Fund's average daily net assets, at the annual rate of 0.05% for the Transform 500 ETF and 0.75% for the Transform Climate ETF for the period. The Adviser may from time to time voluntarily waive and/or reimburse fees or expenses in order to limit total annual fund operating expenses, as may be specified in a separate letter of agreement.

Pursuant to the Investment Advisory Agreement between the Adviser and the Trust (entered into on behalf of the Funds), the Adviser is responsible for substantially all expenses of the Funds, except (i) interest and taxes (including, but not limited to, income, excise, transfer and withholding taxes); (ii) expenses of the Funds incurred with respect to the acquisition, holding, voting and/or disposition of portfolio securities and the execution of portfolio transactions, including brokerage commissions; (iii) expenses incurred in connection with any distribution plan adopted by the Trust in compliance with Rule 12b-1 under the 1940 Act, including distribution fees; (iv) the advisory fee payable to the Adviser hereunder; (v) litigation expenses (including fees and expenses of counsel retained by or on behalf of the Trust or any Fund) and any fees, costs or expenses payable by the Trust or any Fund pursuant to indemnification obligations to which the Trust or such Fund may be subject (pursuant to contract or otherwise); and (vi) any extraordinary expenses, as determined by a majority of the Independent Trustees.


23


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 

Administrator, Custodian, Transfer Agent and Accounting Agent

Brown Brothers Harriman & Co. ("BBH"), which has its principal office at 50 Post Office Square, Boston, Massachusetts 02110, is the Trust administrator, fund accountant, transfer and dividend agent and custodian. BBH is primarily in the business of providing administrative, fund accounting and transfer agent services to retail and institutional mutual funds.

BBH has entered into an agreement with State Street Corporation ("State Street") under which State Street will acquire BBH's Investor Services business; which includes its custody, fund accounting and administration, transfer agency, depositary services, foreign exchange and securities lending services. The completion of the transaction is subject to customary closing conditions and regulatory approvals. BBH and State Street are committed to providing uninterrupted service and a seamless transition.

Distribution and Fund Officers

Foreside Financial Services, LLC (the "Distributor"), Three Canal Plaza, Suite 100, Portland, Maine 04101, is the distributor for the shares of the Trust. The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. ("FINRA").

Foreside Fund Officer Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101, provides the Trust with a Chief Compliance Officer and Principal Financial Officer.

Legal Counsel

Ropes & Gray, located at 191 North Wacker Drive, 32nd Floor, Chicago, Illinois 60606 serves as legal counsel to the Trust and the Funds.

Independent Registered Public Accounting Firm

Cohen & Company, Ltd. serves as the Trust's independent registered public accounting firm. The independent registered public accounting firm is responsible for auditing the annual financial statements of the Funds.

Board of Trustees

The Trust pays each Independent Trustee an annual retainer of $20,000 per calendar year (paid in quarterly increments) for his or her services as a Board member to the Trust, together with out-of-pocket expenses in accordance with the Board's policy on travel and other business expenses relating to attendance at meetings. The Chair of the Audit Committee and Nominating Committee are each paid an additional annual retainer of $5,000 per calendar year (paid in quarterly increments). These retainers are paid by the Adviser from the management fees it receives from the Funds.

4. Creation and Redemption Transactions

The Funds offer, issue and redeem shares ("Shares") at NAV only in aggregations of a specified number of Shares (each a "Creation Unit"). The Funds may issue and redeem Creation Units of its Shares in exchange for a designated basket of portfolio investments (including any portion of such investments for which cash may be substituted) ("Deposit Instruments"), together with the deposit of a specified cash payment ("Cash Component"). Shares of each Fund will be listed and trade on Cboe BZX Exchange, Inc. (the "Exchange" or "Cboe BZX"), a national securities exchange. Shares of the Funds are traded in the secondary market and elsewhere at market values that may be at, above or below the Fund's NAV. Shares are redeemable only in Creation Units by authorized participants that have entered into agreements with the Distributor ("Authorized Participants"), and, generally, in exchange for securities in kind and or a cash amount. Creation Units typically are large blocks of a specified number of shares or multiples thereof. In the event of liquidation of a Fund, the Trust may lower the number of shares in a Creation Unit.

Shares may be issued in advance of receipt of Deposit Instruments, subject to various conditions, including a requirement that the Authorized Participant maintain with the Trust a cash deposit marked to the market value of the omitted Deposit Instruments. The Trust may use such cash deposit at any time to purchase Deposit Instruments. Transaction fees and other costs associated with creations or redemptions that include cash may be higher than the transaction fees and other costs associated with in-kind creations or redemptions. In all cases, conditions with respect to creations and redemptions of Shares and fees will be limited in accordance with the requirements of SEC rules and regulations applicable to management investment companies offering redeemable securities.

On October 11, 2021, the Creation Unit size for the Transform 500 ETF increased from 20,000 to 60,000 shares.


24


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 

5. Investment Transactions

The cost of purchases and the proceeds from sales of investment securities (excluding in-kind subscriptions and redemptions and short-term investments) for the period ended April 30, 2022 were as follows:

Fund

 

Purchases

 

Sales

 

Engine No. 1 Transform 500 ETF

 

$

5,639,016

   

$

5,034,588

   

Engine No. 1 Transform Climate ETF

 

$

63,525,500

   

$

64,459,985

   

For the period ended April 30, 2022, the cost of in-kind subscriptions and the proceeds from in-kind redemptions were as follows:

   

In-Kind

 

Fund

 

Subscriptions

 

Redemptions

 

Engine No. 1 Transform 500 ETF

 

$

124,948,386

   

$

6,380,779

   

Engine No. 1 Transform Climate ETF

 

$

102,540,218

   

$

22,181,580

   

6. Federal Income Tax

The Funds intend to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, each Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and net capital gains to its shareholders. Therefore, no federal income tax position is required. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statements of Operations. Management of the Funds are required to determine whether a tax position taken by the Funds is more likely than not to be sustained upon examination by the applicable taxing authority. Based on its analysis, Management has concluded that the Funds do not have any unrecognized tax benefits or uncertain tax positions that would require a provision for income tax. Accordingly, the Funds did not incur any interest or penalties for the period ended October 31, 2021.

At April 30, 2022, the cost of investments and net unrealized appreciation (depreciation) for federal income tax purposes was as follows:

Fund

 

Cost

  Gross Unrealized
Appreciation
  Gross Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 

Engine No. 1 Transform 500 ETF

 

$

340,996,630

   

$

13,141,963

   

$

(40,228,537

)

 

$

(27,086,574

)

 

Engine No. 1 Transform Climate ETF

 

$

80,307,138

   

$

982,693

   

$

(4,160,096

)

 

$

(3,177,403

)

 

The differences between book-basis and tax-basis components of unrealized appreciation/(depreciation) are primarily attributable to tax deferral of losses on wash sales for tax purposes.

At October 31, 2021, for Federal income tax purposes, the Funds have capital loss carryforwards available as shown in the table below, to the extent provided by regulations, to offset future capital gains for an unlimited period. To the extent that these capital loss carryforwards are used to offset future capital gains, it is probable that the capital gains so offset will not be distributed to shareholders.

Fund

 

Short-Term

 

Long-Term

 

Total Amount

 

Engine No. 1 Transform 500 ETF

 

$

(139,971

)

 

$

   

$

(139,971

)

 

Engine No. 1 Transform Climate ETF

 

$

   

$

   

$

   

7. Related Parties

At April 30, 2022, certain officers and Trustees of the Trust are also officers or employees of the Adviser or affiliated with the Distributor.


25


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 

8. Indemnification Obligations

In the normal course of business, the Trust, on behalf of the Funds, enters into contracts with third-party service providers that contain a variety of representations and warranties and that provide general indemnifications. Additionally, under the Trust organizational documents, the officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. The Funds' maximum exposure under these arrangements is unknown, as it involves possible future claims that may or may not be made against the Funds. The Adviser is of the view that the risk of loss to the Funds in connection with the Funds' indemnification obligations is remote; however, there can be no assurance that such obligations will not result in material liabilities that adversely affect the Funds.

9. Investment Risks

Principal Investment Risks: Shareholders of the Funds are subject to the risk that their investment could lose money. The Funds are subject to certain risks, including those noted below and in the Funds' prospectuses, any of which may adversely affect a Fund's NAV, trading price, yield, total return and ability to meet its investment objective.

Active Management Risk. The Transform Climate ETF is actively managed, which means that investment decisions are made based on the Adviser's investment views. There is no guarantee that the investment views will produce the desired results or expected returns, which may cause the Fund to fail to meet its investment objective or to underperform its benchmark index or funds with similar investment objectives and strategies. Furthermore, active trading that can accompany active management may result in high portfolio turnover, which may have a negative impact on performance. Active trading may result in higher brokerage costs or mark-up charges, which are ultimately passed on to shareholders of the Fund. Active trading may also result in adverse tax consequences.

Concentration Risk. The Funds may be susceptible to an increased risk of loss, including losses due to adverse events that affect the Funds' investments more than the market as a whole, to the extent that the Funds' investments are concentrated in the securities and/or other assets of a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class.

Industrials Sector Risk. The value of securities issued by companies in the industrials sector may be adversely affected by supply and demand changes related to their specific products or services and industrials sector products in general. The products of manufacturing companies may face obsolescence due to rapid technological developments and frequent new product introduction. Global events, trade disputes and changes in government regulations, economic conditions and exchange rates may adversely affect the performance of companies in the industrials sector. Companies in the industrials sector may be adversely affected by liability for environmental damage and product liability claims. The industrials sector may also be adversely affected by changes or trends in commodity prices, which may be influenced by unpredictable factors. Companies in the industrials sector, particularly aerospace and defense companies, may also be adversely affected by government spending policies because companies in this sector tend to rely to a significant extent on government demand for their products and services.

Infectious Illness Risk. An outbreak of an infectious respiratory illness, COVID-19, caused by a novel coronavirus has resulted in travel restrictions, disruption of healthcare systems, prolonged quarantines, cancellations, supply chain disruptions, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic impacts. Certain markets have experienced temporary closures, extreme volatility, severe losses, reduced liquidity and increased trading costs. These events will have an impact on the Funds and their investments and could impact each Fund's ability to purchase or sell securities or cause elevated tracking error and increased premiums or discounts to each Fund's NAV. Other infectious illness outbreaks in the future may result in similar impacts.

Technology Sector Risk. Technology companies, including information technology companies, may have limited product lines, markets, financial resources or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights. Companies in the technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action.

The Funds' prospectuses contain additional information regarding the risks associated with an investment in a Fund.


26


Notes to Financial Statements (continued)
April 30, 2022 (Unaudited)
 

 

10. Recent Accounting Pronouncements

In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies. Rule 18f-4 will impose limits on the amount of derivatives a fund could enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and in addition to these and other requirements, require funds to maintain a derivatives risk management program and appoint a derivatives risk manager. While the new rule became effective February 19, 2021, funds will not be required to fully comply with the new rule until August 19, 2022. Management expects that the adoption of this guidance will not have a material impact on the Funds' financial statements.

In December 2020, the SEC adopted Rule 2a-5 under the Investment Company Act of 1940, as amended ("Rule 2a-5"), which is intended to address valuation practices and the role of a fund's board with respect to the fair value of the investments of a registered investment company or business development company. Rule 2a-5, among other things, establishes an updated regulatory framework for registered investment company valuation practices. The Funds will not be required to comply with Rule 2a-5 until September 2022.

11. Subsequent Events

Management has evaluated subsequent events and transactions for potential recognition or disclosure through the date the financial statements were issued and has determined that there are no material events that would require recognition of disclosure in the Funds' financial statements.


27


Supplemental Information (Unaudited)

 

 

Quarterly Portfolio Schedule. The Engine No. 1 ETF Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year to date on Form N-PORT. The Forms N-PORT will be available on the SEC's website at www.sec.gov. In addition, each Fund's full portfolio holdings are updated daily and available on the Funds' website at etf.engine1.com.

Proxy Voting Policies and Procedures. A description of Fund Management at Engine No.1 LLC's proxy voting policies and procedures, which are applicable to the funds in the Engine No. 1 ETF Trust, is available on the Funds' website at etf.engine1.com and on the SEC's website at www.sec.gov.

Proxy Voting Record. The Engine No. 1 ETF Trust is required to disclose annually the Funds' complete proxy voting record on Form N-PX covering the period July 1 through June 30 and file it with the SEC no later than August 31. Form N-PX for the Funds are available by writing to the Administrator at 50 Post Office Square, Boston, MA 02110. The Funds' Form N-PX will also be available on the SEC's website at www.sec.gov.

Premium/Discount Information. Information about the difference between daily market values on the secondary market for shares of the funds in Engine No. 1 ETF Trust and such funds' net asset value can be found on our website, etf.engine1.com.

Code of Ethics. The Trust and the Adviser have each adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act. Each code of ethics may be examined at the office of the SEC in Washington, D.C. or on the Internet at the SEC's website at www.sec.gov.


28


Board Approval of Investment Advisory Agreement (Unaudited)

 

 

Engine No.1 ETF Trust (the "Trust"), on behalf of the Engine No.1 Transform 500 ETF ("Transform 500 ETF") and Engine No.1 Transform Climate ETF ("Transform Climate ETF") (collectively, the "Funds"), and Fund Management at Engine No. 1 LLC ("Adviser" or "Engine No. 1"), have entered into an investment advisory agreement ("Advisory Agreement").

The Investment Company Act of 1940, as amended (the "1940 Act"), requires that the Advisory Agreement be approved initially, as well as renewed annually thereafter after an initial two-year period, by the Trust's Board of Trustees ("Board") and by a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to the Advisory Agreement ("Independent Trustees"), by vote cast in person at a meeting called for the purpose of voting on such approval. In connection with their consideration of any approvals or renewals of the Advisory Agreement, the Trustees must request and evaluate such information as may reasonably be necessary to make a reasonable business judgment with respect to the approval of the Advisory Agreement.

At a virtual meeting held on February 23, 2021 (the "February Meeting") the Board, including all of the Independent Trustees, approved the Advisory Agreement for Transform 500 ETF for an initial two-year period. In voting its approval of the Advisory Agreement at the February Meeting, the Board relied on an order issued by the Securities and Exchange Commission ("SEC") in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act. In connection with their consideration and approval of the Advisory Agreement, the Trustees requested and evaluated, with the advice of counsel, information furnished by the Adviser that was reasonably necessary to make a reasonable business judgment regarding the terms of the Advisory Agreement.

At a virtual meeting held on May 24, 2021 (the "May Meeting") the Board, including all of the Independent Trustees, approved an amended Schedule A of the Advisory Agreement dated February 23, 2021, related to Transform Climate ETF, for an initial two-year period (the "Amended Advisory Agreement"). In voting its approval of the Amended Schedule A to the Advisory Agreement at the May Meeting, the Board relied on an order issued by the SEC in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act. In connection with their consideration and approval of the Amendment to Schedule A of the Advisory Agreement, the Trustees requested and evaluated, with the advice of counsel, information furnished by the Adviser that was reasonably necessary to make a reasonable business judgment regarding the terms of the Amended Advisory Agreement.

In each instance, Independent Trustees' Counsel discussed with the Board the fact that the 1940 Act and court decisions place the responsibility on a fund's trustees, with special emphasis on the independent trustees, to exercise good faith business judgment when deciding on whether to enter into or renew an investment advisory contract. Independent Trustees' Counsel also noted the Trustees must make a reasonable and good faith attempt to ascertain all facts relevant to their deliberations. The Independent Trustees' Counsel discussed the specific factors the Trustees should consider in evaluating an investment advisory contract and summarized the activities of the Independent Trustees leading up to both the February Meeting and the May Meeting in their consideration of the proposed Advisory Agreement and the Amended Advisory Agreement, respectively. In voting to approve the Advisory Agreement and the Amended Advisory Agreement, the Independent Trustees considered whether the approval would be in the best interests of the respective Funds and its shareholders, an evaluation based on several factors including those discussed below.

Materials Reviewed. In considering the approval of the proposed Advisory Agreement and the Amended Advisory Agreement, the Board took into account and discussed materials and information relating to: (i) the nature, extent and quality of services to be provided by the Adviser to the Funds; (ii) the fees and expenses to be borne by the Funds; and (iii) the profitability to be realized by the Adviser from the relationship with the Funds. The Board reviewed information relating to, among other things, proposed operations, including the compliance programs of the Adviser, valuation, and other information related to personnel of Engine No. 1 that would be providing investment management services to the Funds. Among other things, the Board noted the Adviser's limited operating history, as well as the Adviser's limited performance history with respect to the management of investment vehicles with similar structures and strategies as the Funds. They also reviewed comparative fee information and information regarding personnel who would be providing investment management services to the Funds. Independent Trustees' Counsel reminded the Board of its earlier discussion regarding its responsibilities with respect to the approval of the Advisory Agreement.

Review Process. In connection with the approval of the Advisory Agreement and Amended Advisory Agreement, the Board reviewed written materials provided by Engine No. 1, which included, among other things, comparative fee and expense data. The Board also requested and received assistance and advice from counsel to the Independent Trustees regarding applicable legal standards. The Board also heard oral presentations on matters related to the Advisory Agreement. In deciding to approve the Advisory Agreement and the Amended Advisory Agreement, the Board did not identify any single factor or particular information that, in isolation, was controlling.

Nature, Extent and Quality of Services. The Board noted that Engine No. 1 was a recently formed investment adviser with no assets under management but noted the overall financial strength and stability of Engine No. 1, and its parent company, as well as the Adviser's commitment to its guiding management principles. The Board considered the background information on the key investment personnel


29


Board Approval of Investment Advisory Agreement (Unaudited) (concluded)

 

 

who would be responsible for servicing the Funds, considering their education and noting the investment team's diverse financial industry experience. The Board considered Engine No. 1's research, analysis and portfolio construction, which utilized both top-down and bottom-up fundamental and quantitative research. The Board observed that the Transform 500 ETF would be a passively-managed ETF and Engine No. 1 would have the responsibility to track the Transform 500 ETF's benchmark to the best of its ability, recognizing that an index, unlike Transform 500 ETF, does not have expenses. With respect to the Transform Climate ETF, the Board observed that the Fund would be an actively-managed ETF and Engine No. 1 would have the responsibility to manage the Fund's investments to create long-term growth of capital to the best of its ability.

The Board also considered the various additional services that Engine No. 1 would provide under the proposed Advisory Agreement, including its total value framework and its strategic plan related to active engagement of portfolio companies. The Board noted Engine No. 1's efforts to attract qualified personnel and to develop other types of resources and systems. The Board considered its review of Engine No. 1's policies, procedures and systems as described at the February Meeting to assure compliance with applicable laws and regulations, and its intended processes to keep the Board informed about matters relevant to the Fund and its shareholders. For each Fund, the Board concluded that the nature, extent and quality of services proposed to be provided by Engine No. 1 under the Advisory Agreement and Amended Advisory Agreement were likely to benefit each Fund and its respective shareholders.

Performance. The Trustees observed that both Funds were new Funds with less than a full calendar year of operations for investors to evaluate. The Trustees observed that both of the Funds were not operational and without historical performance. The Board considered the manner in which Engine No. 1 proposed to manage the Funds. After discussion, the Trustees concluded that Engine No. 1 was qualified to manage both an index fund and an actively managed fund, and should be allowed the opportunity to manage the Funds, subject to the ongoing supervision of the Board.

Fees and Expenses. With respect to the Transform 500 ETF, the Trustees noted that the Fund's proposed annual advisory fee was at the low end of the range of funds included in the peer group provided by Engine No. 1. The Board considered a number of factors, including the type and complexity of the services proposed to be provided by the Adviser to the Fund, the cost of providing services, the risk assumed by Engine No. 1 in the provision of services, the impact on potential returns from different levels of fees, the competitive marketplace for financial products, and the attractiveness of potential returns to prospective investors in Transform 500 ETF. With respect to the Transform Climate ETF, the Trustees noted that the proposed annual advisory fee was at the median of the thematic funds universe provided by Engine No. 1. Engine No. 1 reported to the Board that, in proposing fees and expenses for the Fund, Engine No. 1 considered a number of factors, including the type and complexity of the services provided, the cost of providing services, the risk assumed by Engine No. 1 in the provision of services, the impact on potential returns from different levels of fees, the competitive marketplace for financial products, and the attractiveness of potential returns to prospective investors in Transform Climate ETF.

The Board reviewed the proposed advisory fee schedule for the Funds. The Board noted that Engine No. 1 will be responsible for all other costs, except for those specified in the Advisory Agreement and Amended Advisory Agreement, associated with managing and operating the Funds and that Engine No. 1 intends to pay all distribution costs out of its own profits. The Board considered how these arrangements would affect the expenses borne by each Fund's shareholders. The Board noted that the total expense ratio was reasonable when taking into account the unitary fee arrangement. Based on these factors, the Trustees concluded that each Fund's proposed advisory fee was not unreasonable.

Economies of Scale. The Trustees reasoned that based on estimated assets over the initial two-year term of the proposed Advisory Agreement, it was premature to make a determination about economies of scale.

Profitability. The Board considered the estimated profits to be realized by Engine No. 1 in connection with the operation of the Funds. The Board also considered the Funds' estimated operating expenses and the expected impact on Engine No. 1's profitability. The Board noted that Engine No. 1 did not expect to be profitable with respect to the Funds during the first two years of operations. The Board noted that despite the lack of profitability with respect to its management of the Funds, Engine No.1 has the financial resources to deliver high quality advisory services to the Funds for the foreseeable future. The Board considered whether Engine No. 1 or any of its affiliates might receive other benefits as a result of its proposed relationship with the Trust or the Funds. The Board considered that Engine No. 1 was not affiliated with any of the Funds' proposed service providers, and therefore, would not benefit from those contractual relationships. The Trustees determined that the estimated profits of Engine No. 1, in terms of actual dollars and as a percent of total revenue, would not be excessive.

Conclusion. Having requested and received such information from Engine No. 1 as the Trustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreement and the Amended Advisory Agreement, and as assisted by the advice of counsel, the Trustees concluded that the Advisory Agreement and the Amended Advisory Agreement were each in the best interests of future shareholders of the Funds.


30


General Information (Unaudited)

 

 

Investment Adviser

Fund Management at Engine No. 1 LLC
710 Sansome Street
San Francisco, CA 94111

Administrator, Custodian, Transfer Agent and Accounting Agent

Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110

Distributor

Foreside Financial Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101

Independent Registered Public Accounting Firm

Cohen & Company, Ltd.
342 N. Water Street, Suite 830
Milwaukee, WI 53202

Legal Counsel

Ropes & Gray LLP
191 North Wacker Drive
Chicago, IL 60606



 

(b)Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

 

Not applicable.

 

Item 2. Code of Ethics.

 

  Not Applicable. This item is only required in an annual report on Form N-CSR.

 

Item 3. Audit Committee Financial Expert.

 

  Not Applicable. This item is only required in an annual report on Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

Not Applicable. This item is only required in an annual report on Form N-CSR.

 

Item 5. Audit Committee of Listed Registrants.

 

Not Applicable. This item is only required in an annual report on Form N-CSR.

 

Item 6. Investments.

 

(a) A Schedule of Investments in securities of unaffiliated issuers as of the close of the Reporting Period is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
   
(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.

 

  Not applicable.

 

Item 11. Controls and Procedures.

 

(a) The Registrant’s principal executive and financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (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 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. This item is only required in an annual report on Form N-CSR
   
(a)(2) A separate certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)) are attached hereto.
   
(b) Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to 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) Engine No. 1 ETF Trust

 

By: (Signature and Title)

 

/s/ Jennifer Grancio  
Jennifer Grancio  
Title:  President (Principal Executive Officer)  
Date:  June 29, 2022  

 

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/ Jennifer Grancio  
Jennifer Grancio  
Title:  President (Principal Executive Officer)  
Date:  June 29, 2022  

 

By: (Signature and Title)

 

/s/ Joshua Hunter  
Joshua Hunter  
Title:  Treasurer (Principal Financial Officer)  
Date:  June 29, 2022