N-CSR 1 tm2134577d3_ncsr.htm N-CSR

 

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)

 

(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: October 31, 2021

 

 

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).

 

 

GRAPHIC

Engine No. 1 ETF Trust Annual Report Engine No. 1 LLP | 710 Sansome Street San Francisco CA 94111 | etf@engine1.com | etf.engine1.com October 31, 2021 Engine No. 1 Transform 500 ETF (VOTE)

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,") as of October 31, 2021. Management's Discussion of Fund Performance presents information about the Fund's holdings that is believed to be accurate, and the views of the Fund's portfolio manager, as of October 31, 2021. The Shareholder Letter and Management's Discussion of Fund Performance may not necessarily reflect the views or holdings on the date this Annual Report is first published or anytime thereafter. The information in the Shareholder Letter and Management's Discussion of Fund Performance may change, and the Fund disclaims 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 period performance of the Morningstar® US Large Cap Select IndexSM (the "Underlying Index"), which measures the performance of the large-capitalization sector of the U.S. equity market, as determined by Morningstar, Inc. The Underlying Index consists of securities from a broad range of industries. As of October 31, 2021, 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 October 31, 2021, the Underlying Index is not concentrated in an industry or group of industries.


Shareholder Letter
(Unaudited)
 

 

Dear Shareholder,

At Engine No. 1, we believe that a company's performance depends on the investments it makes in its employees, customers, communities, and the environment. Our research shows that taking environmental, social, and governance (ESG) data into account when you lead or invest in a company drives economic value.1

Many sustainable funds currently available to investors focus on changing investors' exposure to companies through negative screens and divestment. But we think divestment is disengagement—it doesn't incentivize companies or markets to change. Engine No. 1 takes a different but common-sense approach. We work with companies and make it possible for every shareholder to act and vote for changes that strive to both make money and have impact. We do not believe there is a trade-off between investing for the long term and holding companies accountable.

Americans are increasingly demanding corporate action on issues like sustainability, workers' rights, and racial justice, and yet for years the average S&P 500 fund voted against a vast majority of ESG shareholder proposals.2 In 2021 there were more than 400 shareholder proposals on ESG issues in the Russell 30003—an increase of 27% over 2020—but barely one in 10 individual investors voted on them,4 and nearly four out of five proposals failed to receive majority support.

We believe that we can harness the power of investors to transform the economy and increase long-term value. By activating the power of shareholder voting, we can effect change that is accessible, impactful, and transparent:

n  Accessible. We give every stock owner the opportunity to vote on values.

n  Impactful. We leverage tens of thousands of shareholders.

n  Transparent. We share our voting record and push other funds to do the same so that investors can see where their money is truly making a difference.

Our Engine No. 1 Transform 500 ETF (ticker: VOTE) offers investors an exchange-traded fund (ETF) that provides broad market exposure to the 500 largest US public companies5 at a low cost, with the opportunity for active ownership.

We have been thrilled with investors' reception of our strategy since it launched this past June. As of the Fund's fiscal year end, October 31, 2021, assets have grown to more than $235 million. The Fund has been added to custodial, broker-dealer, and fintech platforms and models and is being used by registered investment advisers, multifamily offices, and retail investors.

As shareholder voting undergoes a revolution, Engine No. 1 aims to be a catalyst for change. Our campaign at ExxonMobil resulted in investors' having a voice and electing three independent directors to the board who have the necessary expertise and experience to help guide the transformation of Exxon over the next decade as the energy sector evolves. At General Motors we have had very constructive and collaborative two-way conversations as we support their efforts to transform the auto industry and lower Scope 3 emissions while driving long-term value for both stakeholders and shareholders.

Our goal with VOTE is to bring investors with us on the journey to hold leadership accountable for the key themes we stand behind. In 2021 that included strengthening our workforce, increasing transparency on corporate lobbying, and restoring the climate. The 500 largest companies in the United States employ millions of workers, sell trillions of dollars' worth of products and services, and drive societal and environmental impact every day. We believe that if we can transform these companies, we can help transform the entire economy.

On the following pages, you will find information related to your Engine No. 1 Transform 500 ETF 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 the Engine No. 1 ETF website: etf.engine1.com.

Thank you for joining us and taking your seat at the table. Our work has only just begun.

Sincerely,

Jennifer Grancio

Jennifer Grancio
Chief Executive Officer
Engine No. 1


1


Shareholder Letter (concluded)
(Unaudited)
 

 

1 Engine No. 1 and Witold Henisz, "A New Way of Seeing Value: Introducing the Engine No. 1 Total Value Framework," 2021, https://engine1.com/files/Engine_No._1_Total_Value_Framework.pdf.

2 S&P 500 ETFs' five-year average is based on a simple average of the most recent Morningstar historical analysis showing support for all ESG proposals 2015–2019 (n = 1,000+ proposals) for BlackRock (3%), Vanguard (4%), and State Street (25%). Data from: https://www.morningstar.com/lp/proxy-voting-esg.

3 Shareholder proposal developments during the 2021 proxy season, Gibson Dunn. Gibson Dunn: Shareholder Proposal Developments During the 2021 Proxy Season.

4 https://www.lebow.drexel.edu/sites/default/files/event/1579898324-brav-cain-zytnicretail-shareholder-participation-proxy-process-monitoring-engagement-and-voting.pdf.

5 VOTE tracks the Morningstar® US Large Cap Select IndexSM capturing more than 80% of the US equity market. The Morningstar US Large Cap Select Index is a market-cap-weighted index of the 500 largest US companies.

Morningstar® and the Morningstar® US Cap Select IndexSM are trademarks or services marks of Morningstar, Inc. and have been licensed for use for certain purposes by Fund Management at Engine No. 1 LLC. The Engine No. 1 Transform 500 ETF is not sponsored, endorsed, sold or promoted by the Morningstar, Inc. or any of its affiliates (all such entities, collectively, "Morningstar Entities"). The Morningstar Entities make no representation or warranty, express or implied, to the owners of the Engine No. 1 Transform 500 ETF or any member of the public regarding the advisability of investing in exchange-traded funds generally or in the Morningstar® US Cap Select IndexSM in particular or the ability of the Morningstar® US Cap Select IndexSM to track general ETF market performance.

THE MORNINGSTAR ENTITIES EXPRESSLY DISCLAIM ANY WARRANTY AROUND THE ACCURACY, COMPLETENESS AND/OR TIMELINESS OF THE Morningstar® US Cap Select IndexSM OR ANY DATA INCLUDED THEREIN AND MORNINGSTAR ENTITIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.

Investing involves risk, including the possible loss of principal. Shares of any ETF are bought and sold at market price (not net asset value), may trade at a discount or premium to NAV, and are not individually redeemed from the Fund. Brokerage commissions will reduce returns.

Key risks: The Fund is not actively managed, and the investment adviser, Fund Management at Engine No. 1 LLC, generally does not attempt to take defensive positions under any market conditions, including declining markets. The Fund may be subject to tracking error, which is 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. The Fund can have exposure to derivative instruments. Please see the prospectus for a full list of Fund risks.

When the Fund engages in activism, such activities may not be successful; or, even if successful, the Fund's investment may lose value. Additionally, engaging in activism may cause the Fund to incur additional expenses that a similar index fund may not experience. In addition, while Engine No. 1 may seek an active ownership approach, applicable regulatory restrictions may limit the nature and the extent of engagement in certain circumstances. Nonetheless, Engine No. 1 intends to seek opportunities where possible to employ its active ownership beliefs while being mindful of such regulatory limits. The outbreak of an infectious respiratory illness, COVID-19, has resulted in significant economic impacts. Other infectious illness outbreaks in the future may result in similar impacts. Diversification does not ensure a profit or protect against a loss in a declining market. It is not possible to invest in an index.

Distributed by Foreside Financial Services, LLC.


2


Management's Discussion of Fund Performance
(Unaudited)
 

 

Investment Results: Engine No. 1 Transform 500 ETF (VOTE)

The Fund seeks to track the performance (before fees and expenses) of the Morningstar® US Large Cap Select IndexSM (the "Benchmark"). The Benchmark is designed to provide exposure to a select list of the largest companies, as measured by free-float market capitalization in the United States.

From June 22, 2021, through October 31, 2021 (the "Reporting Period"), the Fund's market value return was 8.86% and its net asset value ("NAV") return was 8.87%. The Benchmark returned 8.90% during the same Reporting Period. The Fund's market value per share as of the market close of the last trading day of the Reporting Period was $54.49.

The Fund posted positive performance in four of the five months during the Reporting Period, with returns ranging from -4.76% to 7.03%. The best performing months for the Fund were October 2021 and August 2021, finishing up 7.03% and 2.99%, respectively. The worst performing months for the Fund were June 2021 and September 2021, finishing up 1.29% and down -4.76%, respectively.

All eleven sectors represented in the Fund delivered positive returns during the Reporting Period. Technology, Financial Services, Healthcare, Consumer Cyclical and Communication Services were among the strongest performing sectors. Conversely, Utilities, Basic Materials, Energy and Real Estate generally underperformed the market during the Reporting Period.

Cumulative Total Returns as of 10/31/21

    Since
Inception*
 

Engine No. 1 Transform 500 ETF (VOTE)

 

Net Asset Value

   

8.87

%

 

Market Value

   

8.86

%

 

Morningstar US Large Cap Select Index

   

8.90

%

 

Growth of an Assumed $10,000 Investment Since Inception* Through 10/31/21 (At Net Asset Value)

*  VOTE's inception date is 6/22/21.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit etf.engine1.com.

As stated in the current prospectus, the expense ratio is 0.05%. Please refer to the Financial Highlights herein for the most recent expense ratio information.


3


Management's Discussion of Fund Performance (concluded)
(Unaudited)
 

 

NAV returns are based on the dollar value of a single share of the Fund, calculated by taking the Fund's total assets (including the market value of securities owned), subtracting liabilities, and dividing by the number of shares outstanding. The NAV return is based on the NAV of the Fund, and the Market value return is based on the market price per share of the Fund. The NAV is typically calculated at 4:00 p.m. Eastern Time on each business day the New York Stock Exchange ("NYSE") is open for trading. Market value returns are based on the closing price at 4:00 p.m. Eastern time on the Cboe BZX Exchange, Inc. Market value performance does not represent the returns you would receive if you traded shares at other times. Market value and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV.

The returns in the graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs, taxes, or other expenses that would be incurred by the Fund or brokerage commissions on transactions in Fund shares. Such fees, expenses and taxes reduce Fund returns. One cannot invest directly in an index.


4


Shareholder Expense Example
(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 Fund 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 beginning on the date of Fund's commencement of investment operations and held for the entire period (June 22, 2021 through October 31, 2021).

Actual Expenses

The first line for the Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line 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 the Fund in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate 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 table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line under the Fund in the table is useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Beginning
Account Value
6/22/2021*
  Ending
Account Value
10/31/2021
  Annualized
Expense Ratios
for the Period
  Expenses Paid
During the
Period(a)
 

Engine No. 1 Transform 500 ETF

 

Actual

 

$

1,000.00

   

$

1,088.70

     

0.05

%

 

$

0.19

   

Hypothetical (5% return before expenses)

 

$

1,000.00

   

$

1,017.77

     

0.05

%

 

$

0.18

   

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

(a)  Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 131/365 (the number of days in the period, then divided by 365).


5


Sector Diversification (as a percentage of total investments)
October 31, 2021 (Unaudited)
 

 

Engine No. 1 Transform 500 ETF (VOTE)

†  Represents less than 0.05%.


6


Schedule of Investments
Engine No. 1 Transform 500 ETF
 

 

October 31, 2021

Investments

 

Shares

 

Value

 

COMMON STOCKS - 99.9%

 

Aerospace & Defense - 1.3%

 

Boeing Co.*

   

3,195

   

$

661,461

   

General Dynamics Corp.

   

1,339

     

271,482

   

HEICO Corp.

   

239

     

33,314

   

HEICO Corp., Class A

   

432

     

54,294

   

L3Harris Technologies, Inc.

   

1,153

     

265,813

   

Lockheed Martin Corp.

   

1,437

     

477,544

   

Northrop Grumman Corp.

   

870

     

310,781

   

Raytheon Technologies Corp.

   

8,829

     

784,545

   

TransDigm Group, Inc.*

   

301

     

187,770

   
     

3,047,004

   

Air Freight & Logistics - 0.6%

 
Expeditors International of
Washington, Inc.
   

996

     

122,767

   

FedEx Corp.

   

1,435

     

337,986

   

United Parcel Service, Inc.,

 

Class B

   

4,231

     

903,191

   
     

1,363,944

   

Airlines - 0.2%

 

Delta Air Lines, Inc.*

   

3,699

     

144,742

   

Southwest Airlines Co.*

   

3,431

     

162,218

   

United Airlines Holdings, Inc.*

   

1,882

     

86,835

   
     

393,795

   

Auto Components - 0.1%

 

Aptiv plc*

   

1,561

     

269,881

   

Automobiles - 2.6%

 

Ford Motor Co.*

   

22,721

     

388,075

   

General Motors Co.*

   

8,410

     

457,756

   

Tesla, Inc.*

   

4,704

     

5,240,256

   
     

6,086,087

   

Banks - 4.1%

 

Bank of America Corp.

   

42,899

     

2,049,714

   

Citigroup, Inc.

   

11,729

     

811,178

   

Citizens Financial Group, Inc.

   

2,455

     

116,318

   

Fifth Third Bancorp

   

4,013

     

174,686

   

First Republic Bank

   

1,027

     

222,171

   

Huntington Bancshares, Inc.

   

8,561

     

134,750

   

JPMorgan Chase & Co.

   

17,338

     

2,945,553

   

KeyCorp

   

5,546

     

129,055

   

M&T Bank Corp.

   

732

     

107,692

   
PNC Financial Services
Group, Inc. (The)
   

2,450

     

517,024

   

Regions Financial Corp.

   

5,537

     

131,116

   

SVB Financial Group*

   

351

     

251,807

   

Truist Financial Corp.

   

7,734

     

490,877

   

Investments

 

Shares

 

Value

 

US Bancorp

   

7,807

   

$

471,309

   

Wells Fargo & Co.

   

23,778

     

1,216,482

   
     

9,769,732

   

Beverages - 1.4%

 

Brown-Forman Corp., Class B

   

1,061

     

72,031

   

Coca-Cola Co.

   

22,493

     

1,267,930

   

Constellation Brands, Inc., Class A

   

988

     

214,208

   

Keurig Dr Pepper, Inc.

   

4,274

     

154,249

   

Monster Beverage Corp.*

   

2,172

     

184,620

   

PepsiCo, Inc.

   

8,002

     

1,293,124

   
     

3,186,162

   

Biotechnology - 1.9%

 

AbbVie, Inc.

   

10,249

     

1,175,254

   

Alnylam Pharmaceuticals, Inc.*

   

681

     

108,660

   

Amgen, Inc.

   

3,284

     

679,689

   

Biogen, Inc.*

   

863

     

230,145

   

BioMarin Pharmaceutical, Inc.*

   

1,064

     

84,301

   

Exact Sciences Corp.*

   

1,006

     

95,791

   

Gilead Sciences, Inc.

   

7,271

     

471,742

   

Horizon Therapeutics plc*

   

1,306

     

156,602

   

Incyte Corp.*

   

1,086

     

72,740

   

Moderna, Inc.*

   

2,032

     

701,467

   

Regeneron Pharmaceuticals, Inc.*

   

615

     

393,563

   

Seagen, Inc.*

   

781

     

137,714

   

Vertex Pharmaceuticals, Inc.*

   

1,504

     

278,135

   
     

4,585,803

   

Building Products - 0.4%

 

Carrier Global Corp.

   

5,019

     

262,142

   

Johnson Controls International plc

   

4,121

     

302,358

   

Masco Corp.

   

1,443

     

94,589

   

Trane Technologies plc

   

1,366

     

247,150

   
     

906,239

   

Capital Markets - 3.3%

 

Ameriprise Financial, Inc.

   

656

     

198,197

   

Bank of New York Mellon Corp. (The)

   

4,592

     

271,846

   

BlackRock, Inc., Class A

   

834

     

786,846

   

Blackstone Group, Inc. (The)

   

3,962

     

548,420

   

Charles Schwab Corp. (The)

   

8,689

     

712,759

   

CME Group, Inc., Class A

   

2,089

     

460,729

   

Coinbase Global, Inc., Class A*

   

170

     

54,301

   

Goldman Sachs Group, Inc. (The)

   

1,968

     

813,473

   

Intercontinental Exchange, Inc.

   

3,257

     

450,964

   

KKR & Co., Inc.

   

3,386

     

269,763

   

MarketAxess Holdings, Inc.

   

219

     

89,499

   

Moody's Corp.

   

929

     

375,455

   

Morgan Stanley

   

8,448

     

868,284

   

MSCI, Inc., Class A

   

482

     

320,472

   

See accompanying Notes to Financial Statements.
7


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

 

October 31, 2021

Investments

 

Shares

 

Value

 

Nasdaq, Inc.

   

672

   

$

141,033

   

Northern Trust Corp.

   

1,218

     

149,863

   

Raymond James Financial, Inc.

   

1,071

     

105,590

   

S&P Global, Inc.

   

1,393

     

660,505

   

State Street Corp.

   

2,116

     

208,532

   

T Rowe Price Group, Inc.

   

1,311

     

284,330

   
     

7,770,861

   

Chemicals - 1.6%

 

Air Products & Chemicals, Inc.

   

1,284

     

384,956

   

Albemarle Corp.

   

672

     

168,316

   

Celanese Corp., Class A

   

644

     

104,012

   

Corteva, Inc.

   

4,259

     

183,776

   

Dow, Inc.

   

4,319

     

241,734

   

DuPont de Nemours, Inc.

   

3,028

     

210,749

   

Eastman Chemical Co.

   

795

     

82,704

   

Ecolab, Inc.

   

1,449

     

321,997

   

FMC Corp.

   

732

     

66,619

   

International Flavors & Fragrances, Inc.

   

1,450

     

213,803

   

Linde plc

   

2,996

     

956,323

   

LyondellBasell Industries NV, Class A

   

1,527

     

141,736

   

PPG Industries, Inc.

   

1,365

     

219,178

   

Sherwin-Williams Co.

   

1,400

     

443,254

   
     

3,739,157

   

Commercial Services & Supplies - 0.4%

 

Cintas Corp.

   

498

     

215,684

   

Copart, Inc.*

   

1,240

     

192,560

   

Republic Services, Inc., Class A

   

1,226

     

165,020

   

Rollins, Inc.

   

1,304

     

45,940

   

Waste Management, Inc.

   

2,233

     

357,793

   
     

976,997

   

Communications Equipment - 0.7%

 

Arista Networks, Inc.*

   

328

     

134,378

   

Cisco Systems, Inc. (Delaware)

   

24,406

     

1,366,004

   

Motorola Solutions, Inc.

   

993

     

246,850

   

Ubiquiti, Inc.

   

30

     

9,166

   
     

1,756,398

   

Construction Materials - 0.1%

 

Martin Marietta Materials, Inc.

   

369

     

144,958

   

Vulcan Materials Co.

   

781

     

148,484

   
     

293,442

   

Consumer Finance - 0.6%

 

Ally Financial, Inc.

   

2,096

     

100,063

   

American Express Co.

   

3,721

     

646,634

   

Capital One Financial Corp.

   

2,585

     

390,413

   

Discover Financial Services

   

1,733

     

196,384

   

Synchrony Financial

   

3,293

     

152,960

   
     

1,486,454

   

Investments

 

Shares

 

Value

 

Containers & Packaging - 0.2%

 

Amcor plc

   

8,920

   

$

107,664

   

Avery Dennison Corp.

   

475

     

103,417

   

Ball Corp.

   

1,896

     

173,447

   

Crown Holdings, Inc.

   

774

     

80,488

   

International Paper Co.

   

2,249

     

111,708

   
     

576,724

   

Distributors - 0.1%

 

Genuine Parts Co.

   

835

     

109,477

   

Pool Corp.

   

229

     

117,971

   
     

227,448

   

Diversified Financial Services - 1.3%

 

Berkshire Hathaway, Inc., Class B*

   

10,742

     

3,083,061

   

Diversified Telecommunication Services - 1.0%

 

AT&T, Inc.

   

41,338

     

1,044,198

   

Verizon Communications, Inc.

   

23,977

     

1,270,541

   
     

2,314,739

   

Electric Utilities - 1.4%

 

American Electric Power Co., Inc.

   

2,885

     

244,388

   

Avangrid, Inc.

   

408

     

21,502

   

Duke Energy Corp.

   

4,465

     

455,474

   

Edison International

   

2,192

     

137,943

   

Entergy Corp.

   

1,153

     

118,782

   

Eversource Energy

   

1,986

     

168,611

   

Exelon Corp.

   

5,658

     

300,949

   

FirstEnergy Corp.

   

3,162

     

121,832

   

NextEra Energy, Inc.

   

11,372

     

970,372

   

PG&E Corp.*

   

8,766

     

101,686

   

PPL Corp.

   

4,465

     

128,592

   

Southern Co.

   

6,121

     

381,461

   

Xcel Energy, Inc.

   

3,106

     

200,617

   
     

3,352,209

   

Electrical Equipment - 0.6%

 

AMETEK, Inc.

   

1,335

     

176,754

   

Eaton Corp. plc

   

2,315

     

381,420

   

Emerson Electric Co.

   

3,461

     

335,752

   

Generac Holdings, Inc.*

   

372

     

185,464

   

Plug Power, Inc.*

   

2,998

     

114,733

   

Rockwell Automation, Inc.

   

667

     

213,040

   
     

1,407,163

   

Electronic Equipment, Instruments & Components - 0.7%

 

Amphenol Corp., Class A

   

3,463

     

265,855

   

CDW Corp.

   

803

     

149,880

   

Cognex Corp.

   

1,029

     

90,130

   

Corning, Inc.

   

4,461

     

158,678

   

Keysight Technologies, Inc.*

   

1,069

     

192,441

   

TE Connectivity Ltd.

   

1,903

     

277,837

   

See accompanying Notes to Financial Statements.
8


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

 

October 31, 2021

Investments

 

Shares

 

Value

 

Teledyne Technologies, Inc.*

   

264

   

$

118,594

   

Trimble, Inc.*

   

1,462

     

127,735

   

Zebra Technologies Corp., Class A*

   

308

     

164,457

   
     

1,545,607

   

Energy Equipment & Services - 0.2%

 

Baker Hughes Co., Class A

   

4,794

     

120,234

   

Halliburton Co.

   

5,161

     

128,973

   

Schlumberger NV

   

8,084

     

260,790

   
     

509,997

   

Entertainment - 2.0%

 

Activision Blizzard, Inc.

   

4,509

     

352,559

   
AMC Entertainment Holdings, Inc.
Class A*††
   

2,977

     

105,296

   

Electronic Arts, Inc.

   

1,657

     

232,394

   

Live Nation Entertainment, Inc.*

   

776

     

78,492

   

Netflix, Inc.*

   

2,568

     

1,772,716

   

Roku, Inc., Class A*

   

669

     

203,978

   

Take-Two Interactive Software, Inc.*

   

670

     

121,270

   

Walt Disney Co.*

   

10,530

     

1,780,308

   
     

4,647,013

   

Equity Real Estate Investment Trusts (REITs) - 2.4%

 

Alexandria Real Estate Equities, Inc.

   

809

     

165,149

   

American Tower Corp.

   

2,632

     

742,146

   

AvalonBay Communities, Inc.

   

814

     

192,658

   

Boston Properties, Inc.

   

825

     

93,753

   

Crown Castle International Corp.

   

2,514

     

453,274

   

Digital Realty Trust, Inc.

   

1,648

     

260,071

   

Duke Realty Corp.

   

2,185

     

122,884

   

Equinix, Inc.

   

521

     

436,113

   

Equity Residential

   

1,968

     

170,035

   

Essex Property Trust, Inc.

   

382

     

129,853

   

Extra Space Storage, Inc.

   

786

     

155,133

   

Healthpeak Properties, Inc.

   

3,108

     

110,365

   

Invitation Homes, Inc.

   

3,325

     

137,156

   
Mid-America Apartment
Communities, Inc.
   

667

     

136,208

   

Prologis, Inc.

   

4,288

     

621,589

   

Public Storage

   

879

     

291,986

   

Realty Income Corp.

   

3,192

     

228,005

   

SBA Communications Corp., Class A

   

636

     

219,630

   

Simon Property Group, Inc.

   

1,905

     

279,235

   

Sun Communities, Inc.

   

667

     

130,719

   

Ventas, Inc.

   

2,293

     

122,377

   

VICI Properties, Inc.

   

3,549

     

104,163

   

Welltower, Inc.

   

2,439

     

196,096

   

Weyerhaeuser Co.

   

4,338

     

154,953

   
     

5,653,551

   

Investments

 

Shares

 

Value

 

Food & Staples Retailing - 1.3%

 

Costco Wholesale Corp.

   

2,565

   

$

1,260,800

   

Kroger Co.

   

3,933

     

157,399

   

Sysco Corp.

   

2,969

     

228,316

   

Walgreens Boots Alliance, Inc.

   

4,152

     

195,227

   

Walmart, Inc.

   

8,292

     

1,238,991

   
     

3,080,733

   

Food Products - 0.8%

 

Archer-Daniels-Midland Co.

   

3,239

     

208,073

   

Campbell Soup Co.

   

1,163

     

46,462

   

Conagra Brands, Inc.

   

2,786

     

89,709

   

General Mills, Inc.

   

3,505

     

216,608

   

Hershey Co.

   

845

     

148,171

   

Hormel Foods Corp.

   

1,644

     

69,574

   

J M Smucker Co.

   

630

     

77,402

   

Kellogg Co.

   

1,485

     

91,031

   

Kraft Heinz Co.

   

3,895

     

139,792

   

McCormick & Co., Inc.

   

1,450

     

116,334

   

Mondelez International, Inc., Class A

   

8,081

     

490,839

   

Tyson Foods, Inc., Class A

   

1,710

     

136,749

   
     

1,830,744

   

Health Care Equipment & Supplies - 3.5%

 

Abbott Laboratories

   

10,280

     

1,324,989

   

ABIOMED, Inc.*

   

258

     

85,666

   

Align Technology, Inc.*

   

426

     

265,982

   

Baxter International, Inc.

   

2,884

     

227,721

   

Becton Dickinson & Co.

   

1,670

     

400,115

   

Boston Scientific Corp.*

   

8,239

     

355,348

   

Cooper Cos, Inc. (The)

   

277

     

115,487

   

Danaher Corp.

   

3,678

     

1,146,690

   

Dexcom, Inc.*

   

571

     

355,853

   

Edwards Lifesciences Corp.*

   

3,616

     

433,269

   

Hologic, Inc.*

   

1,471

     

107,839

   

IDEXX Laboratories, Inc.*

   

493

     

328,407

   

Insulet Corp.*

   

404

     

125,248

   

Intuitive Surgical, Inc.*

   

2,069

     

747,178

   

Masimo Corp.*

   

284

     

80,525

   

Medtronic plc

   

7,781

     

932,631

   

Novocure Ltd.*

   

505

     

51,798

   

ResMed, Inc.

   

846

     

222,422

   

STERIS plc

   

585

     

136,738

   

Stryker Corp.

   

1,942

     

516,708

   

Teleflex, Inc.

   

265

     

94,589

   

Zimmer Biomet Holdings, Inc.

   

1,220

     

174,606

   
     

8,229,809

   

See accompanying Notes to Financial Statements.
9


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

 

October 31, 2021

Investments

 

Shares

 

Value

 

Health Care Providers & Services - 2.5%

 

AmerisourceBergen Corp., Class A

   

866

   

$

105,669

   

Anthem, Inc.

   

1,425

     

620,060

   

Cardinal Health, Inc.

   

1,684

     

80,512

   

Centene Corp.*

   

3,386

     

241,219

   

Cigna Corp.

   

1,965

     

419,744

   

CVS Health Corp.

   

7,632

     

681,385

   

DaVita, Inc.*

   

391

     

40,367

   

Guardant Health, Inc.*

   

593

     

69,256

   

HCA Healthcare, Inc.

   

1,438

     

360,161

   

Humana, Inc.

   

742

     

343,665

   

Laboratory Corp. of America Holdings*

   

571

     

163,888

   

McKesson Corp.

   

890

     

185,013

   

Quest Diagnostics, Inc.

   

701

     

102,893

   

UnitedHealth Group, Inc.

   

5,466

     

2,516,930

   
     

5,930,762

   

Health Care Technology - 0.2%

 

Cerner Corp.

   

1,714

     

127,333

   

Teladoc Health, Inc.*

   

933

     

139,567

   

Veeva Systems, Inc., Class A*

   

807

     

255,828

   
     

522,728

   

Hotels, Restaurants & Leisure - 2.0%

 

Airbnb, Inc., Class A*

   

1,948

     

332,446

   

Booking Holdings, Inc.*

   

236

     

571,304

   

Caesars Entertainment, Inc.*

   

1,242

     

135,949

   

Carnival Corp.*

   

4,613

     

102,224

   

Chipotle Mexican Grill, Inc., Class A*

   

162

     

288,203

   

Darden Restaurants, Inc.

   

740

     

106,664

   

Domino's Pizza, Inc.

   

213

     

104,151

   

DraftKings, Inc., Class A*

   

1,920

     

89,453

   

Expedia Group, Inc.*

   

845

     

138,926

   

Hilton Worldwide Holdings, Inc.*

   

1,600

     

230,320

   

Las Vegas Sands Corp.*

   

1,987

     

77,115

   

Marriott International, Inc., Class A*

   

1,575

     

252,032

   

McDonald's Corp.

   

4,324

     

1,061,757

   

MGM Resorts International

   

2,322

     

109,506

   

Penn National Gaming, Inc.*

   

961

     

68,808

   

Royal Caribbean Cruises Ltd.*

   

1,297

     

109,506

   

Starbucks Corp.

   

6,839

     

725,412

   

Yum! Brands, Inc.

   

1,714

     

214,147

   
     

4,717,923

   

Household Durables - 0.2%

 

DR Horton, Inc.

   

1,894

     

169,077

   

Garmin Ltd.

   

876

     

125,794

   

Lennar Corp., Class A

   

1,581

     

157,989

   

NVR, Inc.*

   

21

     

102,791

   
     

555,651

   

Investments

 

Shares

 

Value

 

Household Products - 1.2%

 

Church & Dwight Co., Inc.

   

1,433

   

$

125,187

   

Clorox Co.

   

734

     

119,649

   

Colgate-Palmolive Co.

   

4,895

     

372,950

   

Kimberly-Clark Corp.

   

1,949

     

252,376

   

Procter & Gamble Co.

   

14,055

     

2,009,725

   
     

2,879,887

   
Independent Power & Renewable Electricity
Producers - 0.0%†
 

AES Corp. (The)

   

3,863

     

97,077

   

Industrial Conglomerates - 1.0%

 

3M Co.

   

3,365

     

601,258

   

General Electric Co.

   

6,345

     

665,400

   

Honeywell International, Inc.

   

4,012

     

877,104

   

Roper Technologies, Inc.

   

616

     

300,528

   
     

2,444,290

   

Insurance - 1.8%

 

Aflac, Inc.

   

3,586

     

192,461

   

Allstate Corp. (The)

   

1,715

     

212,094

   

American International Group, Inc.

   

4,955

     

292,791

   

Aon plc, Class A

   

1,305

     

417,496

   

Arch Capital Group Ltd.*

   

2,303

     

96,311

   

Arthur J Gallagher & Co.

   

1,210

     

202,881

   

Brown & Brown, Inc.

   

1,347

     

85,009

   

Chubb Ltd.

   

2,545

     

497,242

   

Cincinnati Financial Corp.

   

867

     

105,288

   
Hartford Financial Services
Group, Inc. (The)
   

2,003

     

146,079

   

Markel Corp.*

   

78

     

102,424

   

Marsh & McLennan Cos, Inc.

   

2,945

     

491,226

   

MetLife, Inc.

   

4,231

     

265,707

   

Principal Financial Group, Inc.

   

1,452

     

97,415

   

Progressive Corp. (The)

   

3,396

     

322,212

   

Prudential Financial, Inc.

   

2,230

     

245,412

   

Travelers Cos, Inc. (The)

   

1,452

     

233,598

   

Willis Towers Watson plc

   

748

     

181,225

   
     

4,186,871

   

Interactive Media & Services - 6.7%

 

Alphabet, Inc., Class A*

   

1,744

     

5,163,845

   

Alphabet, Inc., Class C*

   

1,634

     

4,845,480

   

Match Group, Inc.*

   

1,591

     

239,891

   

Meta Platforms Inc., Class A*

   

13,818

     

4,471,090

   

Pinterest, Inc., Class A*

   

3,219

     

143,696

   

Snap, Inc., Class A*

   

6,063

     

318,793

   

Twitter, Inc.*

   

4,610

     

246,819

   
     

15,429,614

   

See accompanying Notes to Financial Statements.
10


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

 

October 31, 2021

Investments

 

Shares

 

Value

 

Internet & Direct Marketing Retail - 4.1%

 

Amazon.com, Inc.*

   

2,524

   

$

8,512,014

   

DoorDash, Inc., Class A*

   

883

     

172,008

   

eBay, Inc.

   

3,753

     

287,930

   

Etsy, Inc.*

   

722

     

180,998

   

MercadoLibre, Inc.*

   

266

     

393,951

   

Wayfair, Inc., Class A*

   

445

     

110,850

   
     

9,657,751

   

IT Services - 5.2%

 

Accenture plc, Class A

   

3,672

     

1,317,477

   

Akamai Technologies, Inc.*

   

933

     

98,394

   

Automatic Data Processing, Inc.

   

2,441

     

547,980

   

Broadridge Financial Solutions, Inc.

   

669

     

119,356

   

Cloudflare, Inc., Class A*

   

1,523

     

296,559

   
Cognizant Technology Solutions
Corp., Class A
   

3,040

     

237,394

   

EPAM Systems, Inc.*

   

341

     

229,575

   
Fidelity National Information
Services, Inc.
   

3,589

     

397,446

   

Fiserv, Inc.*

   

3,452

     

339,987

   

FleetCor Technologies, Inc.*

   

474

     

117,272

   

Gartner, Inc.*

   

479

     

158,985

   

Global Payments, Inc.

   

1,705

     

243,798

   

GoDaddy, Inc., Class A*

   

991

     

68,547

   

International Business Machines Corp.

   

5,189

     

649,144

   

Mastercard, Inc., Class A

   

5,045

     

1,692,698

   

MongoDB, Inc., Class A*

   

380

     

198,090

   

Okta, Inc., Class A*

   

715

     

176,734

   

Paychex, Inc.

   

1,865

     

229,917

   

PayPal Holdings, Inc.*

   

6,819

     

1,586,031

   

Snowflake, Inc., Class A*

   

1,316

     

465,653

   

Square, Inc., Class A*

   

2,310

     

587,895

   

Twilio, Inc., Class A*

   

964

     

280,871

   

VeriSign, Inc.*

   

574

     

127,813

   

Visa, Inc., Class A

   

9,768

     

2,068,570

   
     

12,236,186

   

Leisure Products - 0.1%

 

Peloton Interactive, Inc., Class A*

   

1,553

     

142,006

   

Life Sciences Tools & Services - 1.4%

 

Agilent Technologies, Inc.

   

1,752

     

275,922

   

Avantor, Inc.*

   

3,391

     

136,929

   

Bio-Rad Laboratories, Inc., Class A*

   

127

     

100,924

   

Illumina, Inc.*

   

852

     

353,631

   

IQVIA Holdings, Inc.*

   

1,104

     

288,608

   

Mettler-Toledo International, Inc.*

   

133

     

196,957

   

PerkinElmer, Inc.

   

649

     

114,802

   

Thermo Fisher Scientific, Inc.

   

2,291

     

1,450,363

   

Waters Corp.*

   

364

     

133,788

   

Investments

 

Shares

 

Value

 

West Pharmaceutical Services, Inc.

   

429

   

$

184,419

   
     

3,236,343

   

Machinery - 1.4%

 

Caterpillar, Inc.

   

3,178

     

648,343

   

Cummins, Inc.

   

837

     

200,746

   

Deere & Co.

   

1,654

     

566,181

   

Dover Corp.

   

838

     

141,689

   

Fortive Corp.

   

2,086

     

157,931

   

IDEX Corp.

   

438

     

97,486

   

Illinois Tool Works, Inc.

   

1,667

     

379,859

   

Ingersoll Rand, Inc.*

   

2,351

     

126,390

   

Otis Worldwide Corp.

   

2,459

     

197,482

   

PACCAR, Inc.

   

2,003

     

179,509

   

Parker-Hannifin Corp.

   

742

     

220,070

   

Stanley Black & Decker, Inc.

   

935

     

168,048

   
Westinghouse Air Brake
Technologies Corp.
   

1,092

     

99,077

   

Xylem, Inc./NY

   

1,049

     

136,989

   
     

3,319,800

   

Media - 1.1%

 
Charter Communications, Inc.,
Class A*
   

745

     

502,792

   

Comcast Corp., Class A

   

26,534

     

1,364,643

   

Discovery, Inc., Class A*

   

991

     

23,229

   

Discovery, Inc., Class C*

   

1,755

     

39,593

   

Fox Corp., Class A

   

1,881

     

74,751

   

Fox Corp., Class B

   

860

     

31,786

   

Liberty Broadband Corp., Class A*

   

151

     

24,276

   

Liberty Broadband Corp., Class C*

   

844

     

137,108

   

Liberty Media Corp.-Liberty SiriusXM*

   

454

     

22,600

   

Liberty Media Corp.-Liberty SiriusXM*

   

918

     

45,276

   

Omnicom Group, Inc.

   

1,247

     

84,896

   

Sirius XM Holdings, Inc.

   

5,399

     

32,880

   

ViacomCBS, Inc., Class B

   

3,503

     

126,879

   
     

2,510,709

   

Metals & Mining - 0.3%

 

Freeport-McMoRan, Inc.

   

8,492

     

320,319

   

Newmont Corp.

   

4,616

     

249,264

   

Nucor Corp.

   

1,705

     

190,363

   

Southern Copper Corp.

   

485

     

29,095

   
     

789,041

   

Multiline Retail - 0.5%

 

Dollar General Corp.

   

1,372

     

303,925

   

Dollar Tree, Inc.*

   

1,339

     

144,291

   

Target Corp.

   

2,859

     

742,254

   
     

1,190,470

   

See accompanying Notes to Financial Statements.
11


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

 

October 31, 2021

Investments

 

Shares

 

Value

 

Multi-Utilities - 0.6%

 

Ameren Corp.

   

1,493

   

$

125,845

   

CMS Energy Corp.

   

1,681

     

101,448

   

Consolidated Edison, Inc.

   

2,032

     

153,213

   

Dominion Energy, Inc.

   

4,690

     

356,112

   

DTE Energy Co.

   

1,118

     

126,725

   

Public Service Enterprise Group, Inc.

   

2,940

     

187,572

   

Sempra Energy

   

1,861

     

237,519

   

WEC Energy Group, Inc.

   

1,813

     

163,279

   
     

1,451,713

   

Oil, Gas & Consumable Fuels - 2.4%

 

Cheniere Energy, Inc.*

   

1,358

     

140,417

   

Chevron Corp.

   

11,205

     

1,282,861

   

ConocoPhillips

   

7,758

     

577,893

   

EOG Resources, Inc.

   

3,390

     

313,439

   

Exxon Mobil Corp.

   

24,532

     

1,581,579

   

Hess Corp.

   

1,585

     

130,873

   

Kinder Morgan, Inc.

   

11,655

     

195,221

   

Marathon Petroleum Corp.

   

3,692

     

243,414

   

Occidental Petroleum Corp.

   

5,140

     

172,344

   

ONEOK, Inc.

   

2,582

     

164,267

   

Phillips 66

   

2,541

     

190,016

   

Pioneer Natural Resources Co.

   

1,310

     

244,944

   

Valero Energy Corp.

   

2,369

     

183,195

   

Williams Cos, Inc. (The)

   

7,047

     

197,950

   
     

5,618,413

   

Personal Products - 0.2%

 

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

   

1,338

     

433,954

   

Pharmaceuticals - 3.4%

 

Bristol-Myers Squibb Co.

   

12,880

     

752,192

   

Catalent, Inc.*

   

998

     

137,584

   

Elanco Animal Health, Inc.*

   

2,747

     

90,321

   

Eli Lilly & Co.

   

4,601

     

1,172,151

   

Johnson & Johnson

   

15,257

     

2,485,060

   

Merck & Co., Inc.

   

14,665

     

1,291,253

   

Pfizer, Inc.

   

32,462

     

1,419,888

   

Royalty Pharma plc, Class A

   

2,037

     

80,523

   

Viatris, Inc.

   

6,991

     

93,330

   

Zoetis, Inc., Class A

   

2,751

     

594,766

   
     

8,117,068

   

Professional Services - 0.5%

 

Clarivate plc*

   

2,155

     

50,535

   

CoStar Group, Inc.*

   

2,298

     

197,743

   

Equifax, Inc.

   

698

     

193,646

   

IHS Markit Ltd.

   

2,316

     

302,747

   

Jacobs Engineering Group, Inc.

   

740

     

103,911

   

Leidos Holdings, Inc.

   

823

     

82,284

   

TransUnion

   

1,104

     

127,280

   

Investments

 

Shares

 

Value

 

Verisk Analytics, Inc., Class A

   

926

   

$

194,710

   
     

1,252,856

   

Real Estate Management & Development - 0.1%

 

CBRE Group, Inc., Class A*

   

1,944

     

202,331

   

Zillow Group, Inc., Class A*

   

213

     

22,518

   

Zillow Group, Inc., Class C*

   

993

     

102,905

   
     

327,754

   

Road & Rail - 1.2%

 

CSX Corp.

   

13,044

     

471,801

   

JB Hunt Transport Services, Inc.

   

481

     

94,848

   

Kansas City Southern

   

527

     

163,502

   

Lyft, Inc., Class A*

   

1,686

     

77,337

   

Norfolk Southern Corp.

   

1,440

     

421,992

   

Old Dominion Freight Line, Inc.

   

557

     

190,132

   

Uber Technologies, Inc.*

   

9,372

     

410,681

   

Union Pacific Corp.

   

3,762

     

908,147

   
     

2,738,440

   

Semiconductors & Semiconductor Equipment - 5.7%

 

Advanced Micro Devices, Inc.*

   

7,038

     

846,179

   

Analog Devices, Inc.

   

3,103

     

538,339

   

Applied Materials, Inc.

   

5,307

     

725,202

   

Broadcom, Inc.

   

2,376

     

1,263,248

   

Enphase Energy, Inc.*

   

790

     

182,988

   

Entegris, Inc.

   

794

     

111,779

   

Intel Corp.

   

23,500

     

1,151,500

   

KLA Corp.

   

881

     

328,402

   

Lam Research Corp.

   

831

     

468,327

   

Marvell Technology, Inc.

   

4,747

     

325,170

   

Microchip Technology, Inc.

   

3,156

     

233,828

   

Micron Technology, Inc.

   

6,512

     

449,979

   

Monolithic Power Systems, Inc.

   

244

     

128,212

   

NVIDIA Corp.

   

14,439

     

3,691,618

   

NXP Semiconductors NV

   

1,531

     

307,517

   

ON Semiconductor Corp.*

   

2,505

     

120,415

   

Qorvo, Inc.*

   

644

     

108,340

   

QUALCOMM, Inc.

   

6,575

     

874,738

   

Skyworks Solutions, Inc.

   

944

     

157,771

   

SolarEdge Technologies, Inc.*

   

307

     

108,887

   

Teradyne, Inc.

   

943

     

130,360

   

Texas Instruments, Inc.

   

5,351

     

1,003,205

   

Xilinx, Inc.

   

1,442

     

259,560

   
     

13,515,564

   

Software - 11.1%

 

Adobe, Inc.*

   

2,763

     

1,796,945

   

ANSYS, Inc.*

   

509

     

193,206

   

Autodesk, Inc.*

   

1,277

     

405,588

   

Black Knight, Inc.*

   

902

     

63,239

   

Cadence Design Systems, Inc.*

   

1,591

     

275,418

   

See accompanying Notes to Financial Statements.
12


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

 

October 31, 2021

Investments

 

Shares

 

Value

 

Ceridian HCM Holding, Inc.*

   

791

   

$

99,073

   

Citrix Systems, Inc.

   

711

     

67,353

   

Coupa Software, Inc.*

   

426

     

97,000

   

Crowdstrike Holdings, Inc., Class A*

   

1,146

     

322,943

   

Datadog, Inc., Class A*

   

1,376

     

229,861

   

DocuSign, Inc., Class A*

   

1,124

     

312,798

   

Fair Isaac Corp.*

   

169

     

67,296

   

Fortinet, Inc.*

   

794

     

267,054

   

HubSpot, Inc.*

   

261

     

211,470

   

Intuit, Inc.

   

1,582

     

990,316

   

Microsoft Corp.

   

43,557

     

14,444,373

   

Oracle Corp.

   

9,533

     

914,596

   

Palantir Technologies, Inc., Class A*

   

9,076

     

234,887

   

Palo Alto Networks, Inc.*

   

574

     

292,218

   

Paycom Software, Inc.*

   

278

     

152,302

   

PTC, Inc.*

   

617

     

78,575

   

RingCentral, Inc., Class A*

   

464

     

113,114

   

salesforce.com, Inc.*

   

5,624

     

1,685,457

   

ServiceNow, Inc.*

   

1,149

     

801,726

   

Splunk, Inc.*

   

938

     

154,601

   

SS&C Technologies Holdings, Inc.

   

1,287

     

102,278

   

Synopsys, Inc.*

   

880

     

293,198

   

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

   

2,523

     

188,998

   

Tyler Technologies, Inc.*

   

233

     

126,570

   

VMware, Inc., Class A*

   

459

     

69,630

   

Workday, Inc., Class A*

   

1,092

     

316,658

   

Zendesk, Inc.*

   

691

     

70,344

   
Zoom Video Communications, Inc.,
Class A*
   

1,255

     

344,686

   

Zscaler, Inc.*

   

448

     

142,849

   
     

25,926,620

   

Specialty Retail - 2.3%

 

AutoZone, Inc.*

   

126

     

224,890

   

Bath & Body Works, Inc.

   

1,529

     

105,639

   

Best Buy Co., Inc.

   

1,304

     

159,401

   

Burlington Stores, Inc.*

   

389

     

107,477

   

CarMax, Inc.*

   

934

     

127,883

   

Carvana Co., Class A*

   

483

     

146,436

   

Home Depot, Inc. (The)

   

6,172

     

2,294,378

   

Lowe's Cos, Inc.

   

4,095

     

957,493

   

O'Reilly Automotive, Inc.*

   

405

     

252,040

   

Ross Stores, Inc.

   

2,080

     

235,456

   

TJX Cos, Inc. (The)

   

6,979

     

457,055

   

Tractor Supply Co.

   

659

     

143,115

   

Ulta Beauty, Inc.*

   

314

     

115,351

   
     

5,326,614

   

Technology Hardware, Storage & Peripherals - 6.1%

 

Apple, Inc.

   

91,024

     

13,635,395

   

Dell Technologies, Inc., Class C*

   

1,595

     

175,434

   

Investments

 

Shares

 

Value

 

Hewlett Packard Enterprise Co.

   

7,561

   

$

110,769

   

HP, Inc.

   

6,953

     

210,884

   

NetApp, Inc.

   

1,296

     

115,733

   

Seagate Technology Holdings plc

   

1,222

     

108,844

   

Western Digital Corp.*

   

1,770

     

92,553

   
     

14,449,612

   

Textiles, Apparel & Luxury Goods - 0.7%

 

Lululemon Athletica, Inc.*

   

679

     

316,421

   

NIKE, Inc., Class B

   

7,396

     

1,237,276

   

VF Corp.

   

1,893

     

137,962

   
     

1,691,659

   

Tobacco - 0.6%

 

Altria Group, Inc.

   

10,736

     

473,565

   

Philip Morris International, Inc.

   

9,030

     

853,696

   
     

1,327,261

   

Trading Companies & Distributors - 0.2%

 

Fastenal Co.

   

3,317

     

189,335

   

United Rentals, Inc.*

   

421

     

159,605

   

WW Grainger, Inc.

   

246

     

113,925

   
     

462,865

   

Water Utilities - 0.1%

 

American Water Works Co., Inc.

   

1,056

     

183,934

   

Wireless Telecommunication Services - 0.2%

 

T-Mobile US, Inc.*

   

3,403

     

391,447

   
Total Common Stocks
(Cost $221,940,166)
   

235,153,637

   

Securities Lending Reinvestment†††

 

Money Market Fund - 0.0%†

 
Fidelity Investments Money Market
Treasury Portfolio – Institutional
Class, 0.01%
(Cost $100,224)
   

100,224

     

100,224

   
Total Investments - 99.9%
(Cost $222,040,390)
      $

235,253,861

   

Other Assets Less Liabilities – 0.1%

       

180,427

   

Net Assets - 100.0%

 

$

235,434,288

   

*  Non-income producing security.

†  Represents less than 0.05%.

††  The security or a portion of this security is on loan at October 31, 2021. The total value of securities on loan at October 31, 2021 was $98,470, collateralized in the form of cash with a value of $100,224 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Investments. The total value of collateral is $100,224.

†††  The security was purchased with cash collateral held from securities on loan at October 31, 2021. The total value of securities purchased was $100,224.

See accompanying Notes to Financial Statements.
13


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

 

October 31, 2021

Futures Contract Purchased

Engine No. 1 Transform 500 ETF had the following open long future contract as of October 31, 2021:

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

S&P 500 E-Mini Stock Index

   

1

   

12/17/2021

 

USD

     

$

229,850

   

$

8,825

   

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' 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 October 31, 2021 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*

 

$

235,153,637

   

$

   

$

   

$

235,153,637

   

Money Market Fund

   

100,224

     

     

     

100,224

   

Total Investments

 

$

235,253,861

   

$

   

$

   

$

235,253,861

   

Other Financial Instruments

 

Assets

 

Futures Contracts**

 

$

8,825

   

$

   

$

   

$

8,825

   

Total Other Financial Instruments

 

$

8,825

   

$

   

$

   

$

8,825

   

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

**  Futures Contracts Purchased.

See accompanying Notes to Financial Statements.
14


Statement of Assets and Liabilities

 

 

October 31, 2021

    Engine No. 1
Transform 500
ETF
 

ASSETS:

 

Investments in securities at value (Note 2)(1)

 

$

235,253,861

   

Cash

   

163,652

   

Segregated cash balance with broker for futures contracts

   

20,982

   

Receivables:

 

Dividends and interest

   

163,282

   

Securities lending income

   

11

   

Reclaims

   

1,036

   

Unrealized appreciation on future contracts

   

8,825

   

Total Assets

   

235,611,649

   

LIABILITIES:

 

Payables:

 

Investment securities purchased

   

67,868

   

Management fees (Note 3)

   

9,269

   

Collateral received from securities loaned (Note 2)

   

100,224

   

Total Liabilities

   

177,361

   

NET ASSETS

 

$

235,434,288

   

NET ASSETS CONSIST OF:

 

Paid-in capital

 

$

222,155,264

   

Total distributable earnings

   

13,279,024

   

NET ASSETS

 

$

235,434,288

   

Shares outstanding

   

4,320,000

   

Net asset value, per share

 

$

54.50

   

Investment in securities at cost

 

$

222,040,390

   

(1) Includes securities on loan with market value $98,470.

See accompanying Notes to Financial Statements.
15


Statement of Operations

 

 

For the Period Ended October 31, 2021

    Engine No. 1
Transform 500
ETF*
 

INVESTMENT INCOME:

 

Dividend income

 

$

731,949

   

Securities lending income (Note 2)

   

11

   

Other income

   

480

   

Foreign withholding tax on dividends

   

(108

)

 

Total Income

   

732,332

   

EXPENSES:

 

Management fees (Note 3)

   

30,587

   

Total Expenses

   

30,587

   

Net Investment Income(1)

   

701,745

   

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

 

Net realized gain (loss) on:

 

Investments in securities

   

(194,898

)

 

In-kind redemptions of investments

   

321,052

   

Expiration or closing of futures contracts

   

16,915

   

Net realized gain

   

143,069

   

Change in unrealized appreciation on:

 

Investments in securities

   

13,213,471

   

Future contracts

   

8,825

   

Change in net unrealized appreciation

   

13,222,296

   

Net realized and unrealized gain on investments

   

13,365,365

   

Net Increase in Net Assets Resulting From Operations

 

$

14,067,110

   

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

(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


Statement of Changes in Net Assets

 

 

For the Period Ended October 31, 2021

    Engine No. 1
Transform 500
ETF*
 

OPERATIONS:

 

Net investment income(1)

 

$

701,745

   

Net realized gain on investments

   

143,069

   

Net change in unrealized appreciation on investments

   

13,222,296

   

Net increase in net assets resulting from operations

   

14,067,110

   

DISTRIBUTIONS TO SHAREHOLDERS:

 

Distributions from distributable earnings

   

(467,032

)

 

CAPITAL TRANSACTIONS:

 

Proceeds from shares sold

   

225,011,715

   

Cost of shares redeemed

   

(3,277,505

)

 

Net increase in net assets from capital transactions

   

221,734,210

   

Increase in net assets

   

235,334,288

   

NET ASSETS:

 

Beginning of period(2)

   

100,000

   

End of period

 

$

235,434,288

   

CHANGES IN SHARES OUTSTANDING:

 

Shares outstanding, beginning of period(2)

   

2,000

   

Shares sold

   

4,380,000

   

Shares redeemed

   

(62,000

)

 

Shares outstanding, end of period

   

4,320,000

   

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

(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 period presented.

    For the period
June 22, 2021 through
October 31, 2021(1)
 

Per Share Data:

 

Net asset value, beginning of period

 

$

50.18

(2)

 

Net investment income(3)

   

0.22

   

Net realized and unrealized gain on investments

   

4.23

   

Total gain from investment operations

   

4.45

   

Distributions to shareholders:

 

Net investment income

   

(0.13

)

 

Total distributions

   

(0.13

)

 

Net asset value, end of period

 

$

54.50

   

Market value, end of period (Unaudited)

 

$

54.49

   

Total Return at Net Asset Value(4)

   

8.87

%

 

Total Return at Market Value(4)

   

8.86

%

 

Ratios/Supplemental Data:

 

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

 

$

235,434

   

Ratio to average net assets of:

 

Expenses

   

0.05

%(5)

 

Net investment income(6)

   

1.15

%(5)

 

Portfolio turnover rate(7)

   

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 Statement 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 market 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


Notes to Financial Statements
October 31, 2021
 

 

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 one operational exchange-traded fund, Engine No. 1 Transform 500 ETF ("Fund"). The Fund is a diversified series of the Trust and seeks investment results that closely correspond, before fees and expenses, to the performance of the Morningstar® US Large Cap Select IndexSM. There can be no assurance that the Fund will achieve its respective investment objective.

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

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 Fund 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 the 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 in accordance with the Trust's valuation guidelines, which were approved by the Board of Trustees. The Fund 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 Fund may use independent pricing services to assist in calculating the value of the 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 Fund 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.

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 CFTC 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


19


Notes to Financial Statements (continued)
October 31, 2021
 

 

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 Fund will incur brokerage fees when it buys or sells futures contracts.

Upon entering into a futures contract, the Fund 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 Fund 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 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 Fund 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 Fund 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. 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 Fund to substantial losses. In the event of adverse price movements, the Fund would be required to make daily cash payments of variation margin.

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

Fair Value of Derivative Instruments as of October 31, 2021

Engine No.1 Transform 500 ETF

   

Asset Derivatives

 

Liabilities Derivatives

 
Derivatives Not Accounted for as
Hedging Instruments under ASC 815
  Statement of Assets
and Liabilities
  Unrealized
Appreciation*
  Statement of Assets
and Liabilities
  Unrealized
Depreciation*
 
Equity Index Futures Contracts   Unrealized
appreciation on
futures contracts*
 

$

8,825

*

  Unrealized
depreciation on
futures contracts*
 

$

   

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

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
 

$

16,915

   

$

8,825

   


20


Notes to Financial Statements (continued)
October 31, 2021
 

 

Securities Lending

The Fund 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 Fund may terminate a loan at any time and obtain the return of the securities loaned. The Fund receives 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 Fund is 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 Fund is 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 Fund or through one or more joint accounts or money market funds, which may include those managed by the Adviser.

The Fund 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 Fund in accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned securities from the Fund to borrowers, arranges for the return of loaned securities to the Fund 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 a Fund has agreed to pay a borrower), and credit, legal, counterparty and market risk. In the event a borrower does not return the Fund's securities as agreed, the Fund 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 Fund to greater market risk, including losses on the collateral and, should the Fund 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 the Fund's securities lending agreements by counterparty which are subject to rights of offset as of October 31, 2021:

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)

 

Bank of America Securities, Inc.

 

$

98,470

   

$

98,470

   

$

   

$

   

(a)  Collateral with a value of $100,224 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.

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

The table below represents the disaggregation at October 31, 2021 of the gross amount of recognized liabilities for securities lending transactions. As the securities loaned are subject to termination by the Fund 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 October 31, 2021
 
    Overnight and
Continuous
 

< 30 days

  Between 30 &
90 days
 

> 90 days

 

Total

 

Engine No. 1 Transform 500 ETF

 
Securities Lending Transactions
Money Market Fund
 

$

100,224

   

$

   

$

   

$

   

$

100,224

   

Total borrowings

                 

$

100,224

   

Gross amount of recognized liabilities for securities lending transactions

                 

$

100,224

   


21


Notes to Financial Statements (continued)
October 31, 2021
 

 

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 Fund intends 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 Fund.

3. Management and Other Agreements

Management

The Adviser, located at 710 Sansome Street, San Francisco, CA 94111, furnishes investment advisory services to the Fund pursuant to an Investment Advisory Agreement with the Trust on behalf of the Fund (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 Fund, the Adviser is paid a management fee from the Fund based on a percentage of the Fund's average daily net assets, at the annual rate of 0.05% 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 Fund), the Adviser is responsible for substantially all expenses of the Fund, except (i) interest and taxes (including, but not limited to, income, excise, transfer and withholding taxes); (ii) expenses of the Fund 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; and (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.

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.


22


Notes to Financial Statements (continued)
October 31, 2021
 

 

Legal Counsel

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

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 Fund.

4. Creation and Redemption Transactions

The Fund offers, issues and redeems shares ("Shares") at NAV only in aggregations of a specified number of Shares (each a "Creation Unit"). The Fund 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 the Fund will be listed and trade on Cboe BZX Exchange, Inc. (the "Exchange" or "Cboe BZX"), a national securities exchange. Shares of the Fund 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 increased from 20,000 to 60,000 shares.

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 October 31, 2021 were as follows:

Fund

 

Purchases

 

Sales

 

Engine No. 1 Transform 500 ETF

 

$

4,062,485

   

$

2,476,986

   

For the period ended October 31, 2021, 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

 

$

223,447,209

   

$

3,170,393

   

6. Federal Income Tax

The Fund intends to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the 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 Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority. Based on its analysis, Management has concluded that the Fund does not have any unrecognized tax benefits or uncertain tax positions that would require a provision for income tax. Accordingly, the Fund did not incur any interest or penalties for the year ended October 31, 2021.


23


Notes to Financial Statements (continued)
October 31, 2021
 

 

At October 31, 2021, 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

 

$

222,071,755

   

$

18,275,683

   

$

(5,084,752

)

 

$

13,190,931

   

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, the components of distributable earnings/loss on a tax basis were as follows:

Fund

  Undistributed
Income
  Undistributed
Long-term
Capital Gains
  Accumulated
Capital
Gains/(Losses)
  Net
Unrealized
Appreciation
(Depreciation)
  Total Earnings
(Losses)
 

Engine No. 1 Transform 500 ETF

 

$

228,064

   

$

   

$

(139,971

)

 

$

13,190,931

   

$

13,279,024

   

At October 31, 2021, the effect of permanent book/tax reclassifications primarily related to in-kind transactions resulted in increase/(decrease) to the components of net assets as follows:

Fund

  Total Distributable
Earnings
 

Paid-in Capital

 

Engine No. 1 Transform 500 ETF

 

$

(321,054

)

 

$

321,054

   

The tax character of distributions paid during the period indicated was as follows:

   

Period Ended October 31, 2021

 

Fund

  Ordinary
Income*
  Long-Term
Capital Gain
 

Engine No. 1 Transform 500 ETF

 

$

467,032

   

$

   

*  For tax purposes short-term capital gain distributions are considered ordinary income distributions.

At October 31, 2021, for Federal income tax purposes, the Fund has 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

)

 

7. Related Parties

At October 31, 2021, certain officers and Trustees of the Trust are also officers or employees of the Adviser or affiliated with the Distributor.

8. Indemnification Obligations

In the normal course of business, the Trust, on behalf of the Fund, 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 Fund's maximum exposure under these arrangements is unknown, as it involves possible future claims that may or may not be made against the Fund. The Adviser is of the view that the risk of loss to the Fund in connection with the Fund indemnification obligations is remote; however, there can be no assurance that such obligations will not result in material liabilities that adversely affect the Fund.


24


Notes to Financial Statements (continued)
October 31, 2021
 

 

9. Investment Risks

Principal Investment Risks: Shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal risks, any of which may adversely affect the Fund's NAV, trading price, yield, total return and ability to meet its investment objective.

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.

Infectious Illness Risk. An outbreak of an infectious respiratory illness, COVID-19, caused by a novel coronavirus that was first detected in December 2019 has spread globally. The impact of this outbreak has adversely affected the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that cannot be foreseen. The duration of the outbreak and its effects cannot be predicted with certainty. Any market or economic disruption can be expected to result in elevated tracking error and increased premiums or discounts to the Fund's NAV.

The Fund's prospectus contains additional information regarding the risks associated with an investment in the Fund.

10. 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 Fund's financial statements.


25


Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of Engine No. 1 Transform 500 ETF and
Board of Trustees of Engine No. 1 ETF Trust

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Engine No. 1 ETF Trust comprising Engine No. 1 Transform 500 ETF (the "Fund") as of October 31, 2021, and the related statements of operations and changes in net assets, the related notes, and the financial highlights for the period from June 22, 2021 (commencement of operations) through October 31, 2021 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations, the changes in net assets, and the financial highlights for the period from June 22, 2021 (commencement of operations) through October 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2021, by correspondence with the custodian and brokers. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Fund's auditor since 2020.

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
December 21, 2021


26


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, the Fund's full portfolio holdings are updated daily and available on the Fund's 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 Fund's 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 Fund's 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 Fund is available by writing to the Administrator at 50 Post Office Square, Boston, MA 02110. The Fund's 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 of 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.

Tax Information

Form 1099-DIV and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors. The Fund designates the following amounts or, if subsequently determined to be different, the maximum allowable for its period ended October 31, 2021.

    Qualified
Dividend
Income*
  Dividends
Received
Deduction*
 

Engine No. 1 Transform 500 ETF

   

93.78

%

   

90.84

%

 

*  The above percentage is based on ordinary income dividends paid to shareholders during the Fund's fiscal period.


27


Board Approval of Investment Advisory Agreement (Unaudited)

 

 

Engine No.1 ETF Trust ("Trust" and, the series thereof, the "Fund") and Engine No. 1 LLC ("Engine No. 1" or "Adviser"), 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 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 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 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.

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 the February Meeting in their consideration of the proposed Advisory Agreement. In voting to approve the Advisory Agreement at the February Meeting, the Independent Trustees considered whether the approval of the Advisory Agreement would be in the best interests of the respective Fund and its shareholders, an evaluation based on several factors including those discussed below.

Materials Reviewed. In considering the approval of the proposed 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 Fund; (ii) the fees and expenses to be borne by the Fund; and (iii) the profitability to be realized by the Adviser from the relationship with the Fund. 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 the Adviser that would be providing investment management services to the Fund. 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 Fund. They also reviewed comparative fee information and information regarding personnel who would be providing investment management services to the Fund. 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, 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, 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 who would be responsible for servicing the Fund, 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 Fund would be a passively-managed ETF and Engine No. 1 would have the responsibility to track the Fund's benchmark to the best of its ability, recognizing that an index, unlike the Fund, does not have expenses. 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. The Board concluded that the nature, extent and quality of services proposed to be provided by Engine No. 1 under the Advisory Agreement were likely to benefit the Fund and its shareholders.


28


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

 

 

Performance. The Trustees observed that the Fund was not operational and without historical performance. The Board considered the manner in which Engine No. 1 proposed to manage the Fund. After discussion, the Trustees concluded that Engine No. 1 was qualified to manage an index fund, and should be allowed the opportunity, to manage the Fund, subject to the ongoing supervision of the Board.

Fees and Expenses. 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 the Fund.

The Board reviewed the proposed advisory fee schedule for the Fund. The Board noted that Engine No. 1 will be responsible for all other costs associated with managing and operating the Fund 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 Fund 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 the 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 Fund. The Board also considered the Fund's 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 Fund during the first two years of operations. The Board noted that despite the lack of profitability with respect to its management of the fund, Engine No.1 has the financial resources to deliver high quality advisory services to the Fund 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 Fund. The Board considered that Engine No. 1 was not affiliated with any of the Fund's 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 as assisted by the advice of counsel, the Trustees concluded that the Advisory Agreement was in the best interests of future shareholders of the Fund.


29


Board of Trustees and Executive Officers (Unaudited)

 

 

Trustees and Executive Officers. Information about the Trustees and Executive Officers of the Trust as of October 31, 2021, including their business addresses, ages and principal occupations during the past five years, and other directorships of publicly traded companies or funds, is set forth in the table below. Each Trustee serves until resignation, death, retirement or removal. The address for each Trustee is c/o Fund Management at Engine No. 1 LLC, 710 Sansome Street, San Francisco, CA 94111.

Independent Trustees

Name and
Year of Birth
  Position(s)
Held with
Trust
  Year
Appointed
or Elected
To Board
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios
in the Fund
Complex
Overseen
  Other Directorships Held
by Trustee
 

Jack Gee, 1959

 

Trustee

 

Since 2021

 

Retired. Managing Director and Chief Financial Officer and Treasurer, U.S. iShares at Blackrock (2004 to 2019).

 

2

 

Trustee, AIM ETF Products Trust, Consultant to Allianz Variable Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds Trust (2020-present); Trustee, Esoterica Thematic Trust (2019-2020).

 

Elaine Orr, 1966

 

Trustee

 

Since 2021

 

Director, Investments at Silicon Valley Community Foundation (2014-2016); Director, Global Business Development, Morningstar Investment Management (2012-2014).

 

2

 

Trustee, Board of Trustees for Federated City Employees Retirement System, for the City of San Jose, CA (2018-present).

 

Scott Ebner, 1974

 

Trustee

 

Since 2021

 

Senior Managing Director, State Street Global Advisors (2010-2021).

 

2

 

Trustee, State Street Global Advisors Trust Company (2019-2020); Trustee, SSGA Cayman (2016-2020); Trustee, WindWise Global Defensive Long Short Equity Fund, Ltd. (2019-2020); Trustee, WindWise Seeding Fund SPC, Ltd. (2016-2020).

 

Interested Trustee

Name and
Year of Birth
  Position(s)
Held with
Trust
  Year
Appointed
or Elected
To Board
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios
in the Fund
Complex
Overseen
  Other Directorships Held
by Trustee
 

Jennifer Grancio, 1971

 

Chair of the Board

 

Since 2020

 

Chief Executive Officer at Engine No. 1 (2020-present); Managing Director and various roles at Blackrock (1999-2018).

 

2

 

Board Member, MannKind Corporation (2020-present); Board Member, Harvest Savings & Wealth Technologies (2020- present); Board Member, Ethic (2019-present).

 

The Board has an Audit Committee consisting solely of three (3) Trustees who are Independent Trustees, including Jack Gee, Elaine Orr and Scott Ebner. Mr. Gee serves as the Chair of the Audit Committee and has been designated as an "audit committee financial expert," as defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as amended.


30


Board of Trustees and Executive Officers (Unaudited) (concluded)

 

 

Officer Information

Name and Year of Birth

  Position(s)
Held with
Trust
  Length of
Time
Served
  Principal
Occupation(s)
During Past
Five Years
 

Jennifer Grancio, 1971

 

President and Principal Executive Officer

 

Since 2020

 

Chief Executive Officer at Engine No. 1 (2020-present); Managing Director and various roles at Blackrock (1999-2018).

 

Joshua G. Hunter*, 1981

 

Chief Financial Officer and Treasurer

 

Since 2021

 

Fund Principal Financial Officer, Foreside Fund Officer Services, LLC (2015-present); Vice President/ Assistant Vice President, Treasury Services, JPMorgan Chase & Co. (2008-2015).

 

Nancy Tyminski*, 1962

 

Chief Compliance and Anti-Money Laundering Officer

 

Since 2021

 

Director, Foreside Fund Officer Services, LLC (2019-present); Senior Due Diligence Officer, Foreside Financial Group, LLC (2015-2019); Deputy Chief Compliance Officer, PNC Funds, PNC Bank, N.A. (2011-2015)

 

Jason LaMacchia, 1974

 

Secretary

 

Since 2021

 

Director, ETF Product Management, Engine No. 1 (2021-present); Business Consultant, JEL Consulting (2015-present); Head of Relationship Management, ForUsAll (2019-2021); Vice President, AssetMark (2017-2018); Director and Principal, Blackrock (2004-2015).

 

Yasmin Dahya Bilger, 1985

 

Vice President

 

Since 2021

 

Managing Director at Engine No. 1 (2021-present); Executive Director and various roles at JPMorgan Chase & Co. (2007-2021).

 

*  Mr. Hunter and Ms. Tyminski serve as officers to other unaffiliated funds for which the Distributor (or its affiliates) acts as distributor (or provider of other services).


31


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


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GRAPHIC

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Funds’ risks, objectives, fees and expenses, experience of their management, and other information. Engine No. 1 LLP | 710 Sansome Street San Francisco CA 94111 | etf@engine1.com | etf.engine1.com

 

(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.

 

  As of the period ended October 31, 2021 (the “Reporting Period”), the Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer, principal accounting officer or controller or persons performing similar functions.  During the Reporting Period, there have been no changes to, amendments to or waivers from, any provision of the code of ethics.  

 

Item 3. Audit Committee Financial Expert.

 

  The Board of Trustees of the Registrant has determined that Jack Gee possesses the attributes identified in Instruction (b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Gee as the Registrant’s audit committee financial expert.  Mr. Gee is an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The following fees paid to Cohen & Company, Ltd., the Registrant’s principal accounting firm, are for services rendered for the fiscal year ended October 31, 2021, the Funds first year of operations.

 

(a)

Audit Fees

The aggregate fees billed for the fiscal year ended October 31, 2021 for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements was $14,000.

 

(b)

Audit Related Fees

The aggregate fees billed for the fiscal year ended October 31, 2021 for assurance and related services rendered to the Registrant by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item was $4,000 for performing a seed audit.

 

(c)

Tax Fees

The aggregate fees billed for the fiscal year ended October 31, 2021 for professional services rendered to the Registrant by the principal accountant for tax compliance, tax advice and tax planning was $3,000. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local entity tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification.

 

 

 

 

 

(d)

All Other Fees

The aggregate fees billed for the fiscal year ended October 31, 2021 for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item was $17,000.

 

(e)(1)

Pursuant to the Registrant’s Audit Committee Charter that has been adopted by the audit committee, the audit committee shall (a) oversee the scope of the Trust’s audit, the Trust's accounting and financial reporting policies and practices and its internal controls, and enhance the quality and objectivity of the audit function; (b) approve, and recommend to the Board Members for ratification, the selection, appointment, retention or termination of the Trust’s independent auditors, as well as approving the compensation thereof; and (c) approve all audit and non-audit services provided to the Trust and certain other persons by such independent auditors.

 

(e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, with respect to: Audit-Related Fees were 0%; Tax Fees were 0%; and Other Fees were 0%.

 

(f)

Not applicable.

 

(g)

The aggregate non-audit fees billed by the Registrant’s accountant for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant were $3,000.

 

(h)

The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

(i)

A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form NCSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental 6 basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.

 

(j)

The A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)), as having retained, for the preparation of the audit report on its financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must disclose:

(1) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant;

(2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized;

(3) Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant;

(4) The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant; and

(5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter.

 

 

 

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The Registrant is an issuer as defined in Section 10A-3 of the Securities Exchange Act of 1934 and has a separately-designated standing Audit Committee in accordance with Section 3(a)(58)(A) of such Act. All of the Board’s independent Trustees, Jack Gee, Elaine Orr and Scott Ebner are members of the Audit Committee.
   
(b) Not applicable.

 

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 Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's second fiscal quarter of the period covered by this Form N-CSR, that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

  Not applicable.

 

Item 13. Exhibits.

 

(a)(1)

Code of Ethics applicable to Principal Executive and Principal Financial Officers of Registrant pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 13(a)(1) to this Form N-CSR.

 

(a)(2)

Certifications required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 13(a)(2) to this Form N-CSR.

 

(a)(3)

Not applicable.

 

(a)(4) Not applicable.

 

(b) Certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are furnished as Exhibit 13(b) to this Form N-CSR.

 

 

 

 

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: December 23, 2021  

 

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: December 23, 2021  

 

By: (Signature and Title)  
   
/s/ Joshua Hunter  
Joshua Hunter  
Title: Treasurer (Principal Financial Officer)  
Date: December 23, 2021