Table of Contents  

 

Shareholder Letter   1
Management’s Discussion of Fund Performance   4
Engine No. 1 Transform 500 ETF   4
Engine No. 1 Transform Climate ETF   6
Shareholder Expense Examples   8
Sector Diversification   9
Schedule of Investments   10
Engine No. 1 Transform 500 ETF   10
Engine No. 1 Transform Climate ETF   18
Statements of Assets and Liabilities   20
Statements of Operations   21
Statements of Changes in Net Assets   22
Financial Highlights   23
Notes to Financial Statements   25
Report of Independent Registered Public Accounting Firm   33
Supplemental Information   34
Liquidity Risk Management Program   35
Board of Trustees and Executive Officers   36

 

 

 

 

This report should be read in conjunction with the Engine No. 1 ETF Trust’s (the “Trust”) prospectus.

 

The views expressed in the Shareholder Letter are those of Fund Management at Engine No. 1 LLC (“Engine No. 1” or the “Adviser”) as of October 31, 2022. Management’s Discussion of Fund Performance presents information about the Engine No. 1 ETFs’ holdings that is believed to be accurate, and the views of the Funds’ portfolio managers, as of October 31, 2022. 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 Funds disclaim any obligation to advise shareholders of any such changes. Certain information was obtained from sources that Engine No. 1 believes to be reliable; however, Engine No. 1 does not guarantee the accuracy or completeness of any information obtained from any third party.

 

Portfolio holdings will change and should not be considered as investment advice or a recommendation to buy, sell or hold any particular security. Please visit etf.engine1.com for the most current list of portfolio holdings for the Engine No. 1 ETFs.

 

The Engine No. 1 Transform 500 ETF seeks investment results that closely correspond, before fees and expenses, to the performance of the Morningstar® US Large Cap Select IndexSM (the “Underlying Index”), which measures the performance of the 500 largest U.S. stocks by market capitalization, as determined by Morningstar, Inc. The Underlying Index consists of securities from a broad range of industries. As of October 31, 2022, the Underlying Index is represented by securities of companies in sectors including Consumer Services, Consumer Discretionary, Consumer Staples, Energy, Financials, Health Care, Industrials, Information Technology, Materials, Real Estate 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.

 

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

 

 

Shareholder Letter
(Unaudited)
 

 

Dear Shareholder,

 

Our approach to the ETF business is simple: to drive long-term performance, we believe that you have to own companies and invest in the epic industry transitions that we see unfolding. That is why we launched VOTE as a better large-cap index fund, and NETZ as an active thematic fund focused on owning the companies best positioned to drive value during the climate transition.

 

We’ve made great progress with our ETFs since we launched in 2021. In terms of impact, we have spoken clearly with the proxy votes we’ve cast and have been completely transparent in that voting. We have also received great industry recognition this past year with two awards from With Intelligence - Newcomer ETF Firm of the Year and Thematic ETF of the Year (for NETZ).1 We’re off to a good start and we’re grateful to have you along with us on our journey.

 

Three Megatrends

 

In our view, there are three powerful and converging secular trends that will drive the prospects of companies going forward: the decarbonization of everything, the re-localization of supply chains, and moving towards true living wages for the average worker. The energy, food, and transportation industries are the critical building blocks of the global economy and the transition in those industries alone present exciting investment opportunities. All three, and the supply chain structure that supports them, are systems in various stages of transition to more sustainable models.

 

We believe the efficient, safe, reliable, cost-effective, and secure transitioning of these foundational global systems presents an opportunity to unlock tremendous value. The common challenge is that a hard switch from any of the old legacy systems to new more sustainable ones would bring the global economy to a halt. Successful transitioning requires running parallel systems for a period of time. While no one can be certain how long the transitions will take, we try to minimize that uncertainty by better understanding how the systems work, how new technologies will impact them, and what each company’s role is within their systems.

 

Our Approach

 

We take a deep, cross-sector, active approach that seeks to know the entire system in all its complexity, rather than one or two companies within it. This allows us to see the connections to generate alpha. Investors focused just on a single industry or relying on passive building blocks can’t possibly see the whole picture.

 

Furthermore, we believe in investment and engagement, not divestment. Research has shown that divesting of large public companies does little to reduce the negative impacts of their operations or improve shareholder value. Long-term problems simply can’t be solved by investors running away from the companies or boards focused on the short-term. Rather, we engage directly with companies to improve their performance and create long-term value.

 

The experience of our management team highlights our ability to see around the corner for the next big investment opportunity.

 

 
1 The newcomer ETF Provider award is given to the most successful new ETF issuer as determined by a combination of several elements, including flows, performance, and innovation. All ETF issuers who launched their first US ETF on or after Jan.1, 2021 are eligible for entry. The thematic ETF award is given to the most successful ETF developed around a specific idea, trend or investment theme. Success is determined by a combination of several factors, including flows, performance, and innovation. ETFs launched before Jan. 1, 2021 are eligible for entry.

 

With Intelligence Limited (“With Intelligence”) is a global business information organization, focused on the asset management industry. The With Intelligence Mutual Fund and ETF Awards 2022 recognize and reward certain fund performers for their performance over the past 12 months. The judging process is based on the views of a panel of allocators, ETF strategists, independent directors, and consultants. This award is not indicative of Engine No. 1’s investment performance, or any future investment performance or sustainability accomplishments. The award may not be representative of any client’s individual experience. With Intelligence is a third-party and is not an affiliate of Engine No. 1. We did not solicit or pay for this award. With Intelligence’s name and logo is being used by Engine No. 1 under a license.

 

Click here for the complete list of winners.

 

1

Shareholder Letter (continued)
(Unaudited)
 

 

What’s Ahead

 

Another large system changing in a dynamic way is the supply chain and associated manufacturing, innovation, and transportation sector. Over the last three decades, American companies have been focused on financial efficiency above all else. A consequence of this single-minded focus is a reliance on offshoring jobs which lengthens fragile supply chains and makes companies vulnerable to disruption in many ways, hurting their profits and reducing their competitiveness. Going forward, we believe that companies focused on their supply chain will be more resilient to disruption, have more flexible pricing power, and greater product quality.

 

Today, U.S. companies are on record pace to reverse past offshoring and localize nearly 350,000 jobs this year2, intensifying a trend that has been ongoing for a while. Re-localization and bringing manufacturing, transportation, and warehousing jobs to the U.S. creates a 5.1x3 employment multiplier, meaning that the 350,000 localized jobs in 2022 alone could end up supporting nearly another 1.8MM.

 

Come Along With Us

 

We give you two ways to participate in the opportunities we see. Our Engine No. 1 Transform 500 ETF (ticker: VOTE) offers investors broad market exposure to the 500 largest US public companies at a low cost, with the opportunity for active ownership.

 

Our Engine No. 1 Transform Climate ETF (NETZ) invests in companies that will drive and benefit from the energy transition. These include companies across multiple industries that have a clear strategy to create value on their path to net-zero carbon emissions. We select companies that we perceive are on the right path to generate stronger performance and value over time.

 

On the following pages, you will find information related to your VOTE or NETZ investment. If you have any questions, please contact your financial advisor or Engine No. 1 directly.

 

Thank you for joining us.

 

 

Jennifer Grancio

Chief Executive Officer

Engine No. 1

 

Important Information

 

©2023 Fund Management at Engine No. 1 LLC. All rights reserved.

 

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

 

The Engine No. 1 Transform 500 ETF (VOTE) is not actively managed, and Fund Management at Engine No. 1 LLC generally does not attempt to take defensive positions under any market conditions, including declining markets. This Fund may be subject to tracking error, which is defined as the divergence of the Fund’s performance from that of the underlying index. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. At any given time, the Fund can have exposure to derivative instruments. A strategy or emphasis on sustainability may limit the investment opportunities available to a portfolio. Therefore, the portfolio may underperform or perform differently than other portfolios that do not have a sustainability focus. Please see the prospectus for a full list of Fund risks.

 

 
2 U.S. Companies on Pace to Bring Home Record Number of Overseas Jobs. WSJ;
3 Updated employment multipliers for the U.S. economy. EPG;

 

2

Shareholder Letter (concluded)
(Unaudited)
 

 

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

 

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

 

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

 

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

 

Distributed by Foreside Financial Services, LLC.

 

3

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 the 500 largest U.S. stocks by market capitalization and weighted by float-adjusted market capitalization.

 

From November 1, 2021 through October 31, 2022 (the “Reporting Period”), the Fund’s market value return was -16.72% and its net asset value (“NAV”) return was -16.72%. The Benchmark returned -16.68% 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 $44.78.

 

The Fund posted positive performance in four of the twelve months during the Reporting Period, with returns ranging from -9.26% to 9.28%.

 

The best performing months for the Fund were July and October, finishing up 9.28% and 7.91%, respectively. The worst performing months for the Fund were September and April, finishing down -9.26% and -9.13%, respectively.

 

Three of the ten sectors in the Fund delivered positive returns during the Reporting Period. Energy, Consumer Staples and Utilities were among the strongest performing sectors. The Communication Services, Consumer Cyclicals, Technology, Real Estate and Financials sectors were among the weakest performing sectors and underperformed the market during the Reporting Period.

 

Average Annual Total Returns as of 10/31/22

        Since
    1 Year   Inception*
Engine No. 1 Transform 500 ETF (VOTE)        
Net Asset Value   -16.72%   -6.95%
Market Value   -16.72%   -6.97%
Morningstar® US Large Cap Select IndexSM   -16.68%   -6.90%

 

The Fund’s Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to GAAP. Accordingly, differences may exist between this data and similar information reported in the financial statements.

 

Growth of an Assumed $10,000 Investment Since Inception* Through 10/31/22 (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.

 

4

Management’s Discussion of Fund Performance (continued)
(Unaudited)
 

 

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

 

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 graphs and tables 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.

 

Must be preceded or accompanied by a prospectus.

 

Investing involves risk, including the possible loss of principal.

 

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. Diversification does not ensure a profit or protect against a loss in a declining market.

 

Distributed by Foreside Financial Services, LLC.

 

5

Management’s Discussion of Fund Performance (continued)
(Unaudited)
 

 

Investment Results: Engine No. 1 Transform Climate ETF (NETZ)

 

The Fund seeks to invest in companies that are creating value by transforming themselves and others to meet the growing demands of climate change. Target companies are primarily those that the Adviser believes are transitioning towards more sustainable business practices, products, or services, as well as companies that are providing enabling technologies to help others transition. Target companies are generally chosen from companies included in the Morningstar® US Market Extended TR USD IndexSM (the “Benchmark”), which measures the performance of US securities and targets 99.5% market capitalization coverage of the investable universe. It is a diversified broad market index, and does not incorporate sustainability criteria.

 

From February 2, 2022, the Fund’s inception date, through October 31, 2022 (the “Reporting Period”), the Fund’s market value return was 1.13% and its net asset value (“NAV”) return was 1.08%. The Benchmark returned -14.26% 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 $50.18.

 

The Fund posted positive performance in five of the eight full months it was in existence during the Reporting Period, with returns ranging from -13.03% to 15.01%.

 

The best performing months for the Fund were July and October, finishing up 15.01% and 9.58%, respectively. The worst performing months for the Fund were June and April, finishing down -13.03% and -10.42%, respectively.

 

Five of the seven sectors represented in the Fund delivered positive returns during the Reporting Period. Basic Materials, Energy, Technology, Utilities and Consumer Staples were among the strongest performing sectors. Conversely, Consumer Cyclicals and Industrials were among the weakest performing sectors and underperformed the market during the Reporting Period.

 

Cumulative Total Returns as of 10/31/22

  Since
  Inception*
Engine No. 1 Transform Climate ETF (NETZ)  
Net Asset Value 1.08%
Market Value 1.13%
Morningstar® US Market Extended TR USD IndexSM -14.26%

 

The Fund’s Cumulative Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to GAAP. Accordingly, differences may exist between this data and similar information reported in the financial statements.

 

Growth of an Assumed $10,000 Investment Since Inception* Through 10/31/22 (At Net Asset Value)

 

 

* NETZ’s inception date is 2/2/22.

 

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 0.75%. Please refer to the Financial Highlights herein for the most recent expense ratio information.

 

6

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

 

Investment Results: Engine No. 1 Transform Climate ETF (NETZ) (continued)

 

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 graphs and tables 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.

 

Must be preceded or accompanied by a prospectus.

 

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

 

Engine No. 1 may consider any sustainability factors as core to its investment process but its specific focus for the Fund will be on the environmental factors most relevant to long-term economic value. Engine No. 1 intends to incorporate sustainability insights and analysis to ultimately drive financial and operational performance however there is no guarantee that this strategy will be achieved, and such assessment is at Engine No. 1’s discretion. Engine No. 1 does not use ratings or rankings to exclude specific companies, but instead uses its own proprietary analysis to attempt to make better informed decisions. The Fund may forgo certain investment opportunities that do not meet Engine No. 1’s criteria.

 

The Fund is considered non-diversified and may be susceptible to an increased risk of loss due to adverse events that affect the Funds’ investments. The Fund may be concentrated in the securities of a single or smaller number of issuers, countries, regions, industries or sectors. Economic, political, legislative and regulatory developments or even pandemics may occur that significantly affect certain sectors. These may cause the Fund’s NAV to fluctuate more and have a greater impact on the Fund’s performance. Small and medium sized companies may be more volatile and less liquid than larger companies. Smaller-sized companies may have limited markets, product lines, or financial resources and lack management experience. Microcap companies may be newly formed and subject to more abrupt or erratic market movements which may cause the Fund’s net asset value to be more volatile.

 

7

Shareholder Expense Examples
(Unaudited)
 

 

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

 

The examples below are based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (May 1, 2022 through October 31, 2022).

 

Actual Expenses

 

The first line under each Fund in the tables below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for your Fund under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

 

Hypothetical Example for Comparison Purposes

 

The second line under each Fund in the tables below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate your actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line of the tables for the Funds are useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning
Account Value
5/1/2022
  Ending
Account Value
10/31/2022
  Annualized
Expense Ratios
for the Period
  Expenses Paid
During the
Period(a)
Engine No. 1 Transform 500 ETF                
Actual   $1,000.00   $940.20   0.05%   $0.24
Hypothetical (5% return before expenses)   $1,000.00   $1,024.95   0.05%   $0.26
                 
Engine No. 1 Transform Climate ETF(b)                
Actual   $1,000.00   $1,046.00   0.75%   $3.87
Hypothetical (5% return before expenses)   $1,000.00   $1,021.42   0.75%   $3.82

 

(a) Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (the number of days in the one-half year period, then divided by 365).
(b) The annualized expense ratio does not reflect the indirect expenses of any exchange-traded fund in which it invests.

 

8

Sector Diversification (as a percentage of total investments)
October 31, 2022 (Unaudited)
 

 

Engine No. 1 Transform 500 ETF (VOTE)   Engine No. 1 Transform Climate ETF (NETZ)
     
 

 

9

Schedule of Investments
Engine No. 1 Transform 500 ETF
 

 

October 31, 2022

 

Investments   Shares     Value  
COMMON STOCKS - 99.9%                
                 
Aerospace & Defense - 1.7%                
Boeing Co.*     6,012     $ 856,770  
General Dynamics Corp.     2,420       604,516  
HEICO Corp.     426       69,285  
HEICO Corp., Class A     750       95,475  
L3Harris Technologies, Inc.     2,056       506,742  
Lockheed Martin Corp.     2,542       1,237,141  
Northrop Grumman Corp.     1,570       861,946  
Raytheon Technologies Corp.     15,902       1,507,827  
TransDigm Group, Inc.     553       318,395  
              6,058,097  
Air Freight & Logistics - 0.5%                
Expeditors International of Washington, Inc.     1,758       172,020  
FedEx Corp.     2,572       412,240  
United Parcel Service, Inc., Class B     7,882       1,322,364  
              1,906,624  
Airlines - 0.2%                
Delta Air Lines, Inc.*     6,914       234,592  
Southwest Airlines Co.*     6,396       232,495  
United Airlines Holdings, Inc.*     3,517       151,512  
              618,599  
Auto Components - 0.1%                
Aptiv plc*     2,916       265,560  
                 
Automobiles - 2.2%                
Ford Motor Co.     42,558       569,000  
General Motors Co.     15,710       616,618  
Lucid Group, Inc.*     6,288       89,856  
Rivian Automotive, Inc., Class A*     5,865       205,099  
Tesla, Inc.*     28,703       6,531,080  
              8,011,653  
Banks - 3.8%                
Bank of America Corp.     75,327       2,714,785  
Citigroup, Inc.     20,871       957,144  
Citizens Financial Group, Inc.     5,338       218,324  
Fifth Third Bancorp     7,391       263,785  
First Republic Bank     1,971       236,717  
Huntington Bancshares, Inc.     15,523       235,639  
JPMorgan Chase & Co.     31,595       3,977,178  
KeyCorp     10,034       179,308  
M&T Bank Corp.     1,888       317,883  
PNC Financial Services Group, Inc. (The)     4,417       714,803  
Regions Financial Corp.     10,065       220,927  
Signature Bank     675       107,008  
Investments   Shares     Value  
SVB Financial Group*     638     $ 147,352  
Truist Financial Corp.     14,286       639,870  
US Bancorp     14,562       618,157  
Wells Fargo & Co.     40,870       1,879,611  
              13,428,491  
Beverages - 1.8%                
Brown-Forman Corp., Class B     1,971       134,028  
Coca-Cola Co.     41,938       2,509,989  
Constellation Brands, Inc., Class A     1,718       424,483  
Keurig Dr Pepper, Inc.     9,156       355,619  
Monster Beverage Corp.*     4,142       388,188  
PepsiCo, Inc.     14,874       2,700,822  
              6,513,129  
Biotechnology - 2.5%                
AbbVie, Inc.     19,049       2,788,774  
Alnylam Pharmaceuticals, Inc.*     1,297       268,816  
Amgen, Inc.     5,761       1,557,486  
Biogen, Inc.*     1,565       443,584  
BioMarin Pharmaceutical, Inc.*     1,999       173,173  
Gilead Sciences, Inc.     13,500       1,059,210  
Horizon Therapeutics plc*     2,483       154,741  
Incyte Corp.*     1,989       147,862  
Moderna, Inc.*     3,623       544,646  
Regeneron Pharmaceuticals, Inc.*     1,159       867,801  
Seagen, Inc.*     1,468       186,671  
Vertex Pharmaceuticals, Inc.*     2,766       862,992  
              9,055,756  
Building Products - 0.4%                
Carrier Global Corp.     9,069       360,583  
Johnson Controls International plc     7,427       429,579  
Masco Corp.     2,424       112,158  
Trane Technologies plc     2,500       399,075  
              1,301,395  
Capital Markets - 3.3%                
Ameriprise Financial, Inc.     1,168       361,052  
Bank of New York Mellon Corp. (The)     7,919       333,469  
BlackRock, Inc., Class A     1,622       1,047,666  
Blackstone, Inc.     7,564       689,383  
Carlyle Group, Inc. (The)     2,341       66,203  
Charles Schwab Corp. (The)     16,457       1,311,130  
CME Group, Inc., Class A     3,872       671,018  
Coinbase Global, Inc., Class A*     1,697       112,426  
FactSet Research Systems, Inc.     408       173,600  
Goldman Sachs Group, Inc. (The)     3,683       1,268,831  
Intercontinental Exchange, Inc.     6,016       574,949  
KKR & Co., Inc.     6,213       302,138  
LPL Financial Holdings, Inc.     853       218,069  

 

See accompanying Notes to Financial Statements.

 

10

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

 

October 31, 2022

 

Investments   Shares     Value  
MarketAxess Holdings, Inc.     405     $ 98,836  
Moody’s Corp.     1,703       451,074  
Morgan Stanley     14,426       1,185,384  
MSCI, Inc., Class A     873       409,315  
Nasdaq, Inc.     3,642       226,678  
Northern Trust Corp.     2,243       189,197  
Raymond James Financial, Inc.     2,093       247,267  
S&P Global, Inc.     3,676       1,180,915  
State Street Corp.     3,962       293,188  
T Rowe Price Group, Inc.     2,426       257,544  
              11,669,332  
Chemicals - 1.8%                
Air Products & Chemicals, Inc.     2,391       598,705  
Albemarle Corp.     1,257       351,797  
Celanese Corp., Class A     1,071       102,945  
CF Industries Holdings, Inc.     2,147       228,140  
Corteva, Inc.     7,738       505,601  
Dow, Inc.     7,737       361,627  
DuPont de Nemours, Inc.     5,389       308,251  
Eastman Chemical Co.     1,322       101,543  
Ecolab, Inc.     2,670       419,377  
FMC Corp.     1,353       160,872  
International Flavors & Fragrances, Inc.     2,749       268,330  
Linde plc     5,365       1,595,282  
LyondellBasell Industries NV, Class A     2,744       209,779  
Mosaic Co.     3,716       199,735  
PPG Industries, Inc.     2,531       288,990  
Sherwin-Williams Co.     2,541       571,801  
Westlake Corp.     375       36,244  
              6,309,019  
Commercial Services & Supplies - 0.5%                
Cintas Corp.     927       396,339  
Copart, Inc.*     2,298       264,316  
Republic Services, Inc., Class A     2,216       293,886  
Rollins, Inc.     2,490       104,779  
Waste Management, Inc.     4,047       640,923  
              1,700,243  
Communications Equipment - 0.8%                
Arista Networks, Inc.*     2,655       320,883  
Cisco Systems, Inc. (Delaware)     44,618       2,026,996  
Motorola Solutions, Inc.     1,792       447,480  
              2,795,359  
Construction & Engineering - 0.1%                
Quanta Services, Inc.     1,547       219,736  
Investments   Shares     Value  
Construction Materials - 0.1%                
Martin Marietta Materials, Inc.     672     $ 225,779  
Vulcan Materials Co.     1,434       234,745  
              460,524  
Consumer Finance - 0.6%                
Ally Financial, Inc.     3,322       91,554  
American Express Co.     6,469       960,323  
Capital One Financial Corp.     4,135       438,393  
Discover Financial Services     2,939       307,008  
Synchrony Financial     5,185       184,379  
              1,981,657  
Containers & Packaging - 0.2%                
Amcor plc     16,185       187,423  
Avery Dennison Corp.     881       149,374  
Ball Corp.     3,383       167,086  
Crown Holdings, Inc.     1,304       89,441  
International Paper Co.     3,895       130,911  
              724,235  
Distributors - 0.1%                
Genuine Parts Co.     1,518       269,991  
Pool Corp.     424       128,994  
              398,985  
Diversified Financial Services - 1.7%                
Apollo Global Management, Inc.     4,670       258,531  
Berkshire Hathaway, Inc., Class B*     19,446       5,738,320  
              5,996,851  
Diversified Telecommunication Services - 0.9%                
AT&T, Inc.     76,785       1,399,791  
Verizon Communications, Inc.     45,254       1,691,142  
              3,090,933  
Electric Utilities - 1.8%                
American Electric Power Co., Inc.     5,540       487,077  
Avangrid, Inc.     752       30,591  
Constellation Energy Corp.     3,513       332,119  
Duke Energy Corp.     8,292       772,649  
Edison International     4,112       246,884  
Entergy Corp.     2,183       233,887  
Evergy, Inc.     2,475       151,297  
Eversource Energy     3,728       284,372  
Exelon Corp.     10,683       412,257  
FirstEnergy Corp.     5,842       220,302  
NextEra Energy, Inc.     21,169       1,640,598  
PG&E Corp.*     17,341       258,901  
PPL Corp.     7,923       209,880  
Southern Co.     11,451       749,811  
Xcel Energy, Inc.     5,892       383,628  
              6,414,253  

 

See accompanying Notes to Financial Statements.

 

11

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

 

October 31, 2022

 

Investments   Shares     Value  
Electrical Equipment - 0.6%                
AMETEK, Inc.     2,480     $ 321,557  
Eaton Corp. plc     4,288       643,500  
Emerson Electric Co.     6,371       551,729  
Generac Holdings, Inc.*     685       79,398  
Plug Power, Inc.*     5,600       89,488  
Rockwell Automation, Inc.     1,240       316,572  
              2,002,244  
Electronic Equipment, Instruments & Components - 0.6%                
Amphenol Corp., Class A     6,406       485,767  
CDW Corp.     1,458       251,957  
Corning, Inc.     8,191       263,504  
Keysight Technologies, Inc.*     1,944       338,548  
TE Connectivity Ltd.     3,449       421,571  
Teledyne Technologies, Inc.*     507       201,776  
Trimble, Inc.*     2,670       160,627  
Zebra Technologies Corp., Class A*     555       157,187  
              2,280,937  
Energy Equipment & Services - 0.4%                
Baker Hughes Co., Class A     10,900       301,494  
Halliburton Co.     9,765       355,641  
Schlumberger NV     15,237       792,781  
              1,449,916  
Entertainment - 1.4%                
Activision Blizzard, Inc.     7,676       558,813  
Electronic Arts, Inc.     2,841       357,852  
Live Nation Entertainment, Inc.*     1,536       122,281  
Netflix, Inc.*     4,792       1,398,689  
Take-Two Interactive Software, Inc.*     1,691       200,350  
Walt Disney Co.*     19,636       2,092,019  
Warner Bros Discovery, Inc.*     23,816       309,608  
              5,039,612  
Equity Real Estate Investment Trusts (REITs) - 2.4%                
Alexandria Real Estate Equities, Inc.     1,600       232,480  
American Tower Corp.     5,021       1,040,301  
AvalonBay Communities, Inc.     1,502       263,030  
Boston Properties, Inc.     1,542       112,103  
Crown Castle, Inc.     4,665       621,658  
Digital Realty Trust, Inc.     3,095       310,274  
Equinix, Inc.     977       553,412  
Equity Residential     3,643       229,582  
Essex Property Trust, Inc.     697       154,901  
Extra Space Storage, Inc.     1,446       256,578  
Healthpeak Properties, Inc.     5,808       137,824  
Invitation Homes, Inc.     6,241       197,777  
Mid-America Apartment Communities, Inc.     1,239       195,081  
Investments   Shares     Value  
Prologis, Inc.     9,951     $ 1,102,073  
Public Storage     1,705       528,124  
Realty Income Corp.     6,653       414,282  
SBA Communications Corp., Class A     1,165       314,434  
Simon Property Group, Inc.     3,521       383,719  
Sun Communities, Inc.     1,328       179,081  
Ventas, Inc.     4,300       168,259  
VICI Properties, Inc.     10,383       332,464  
Welltower, Inc.     4,985       304,284  
Weyerhaeuser Co.     7,967       246,419  
WP Carey, Inc.     2,240       170,912  
              8,449,052  
Food & Staples Retailing - 1.6%                
Costco Wholesale Corp.     4,775       2,394,662  
Kroger Co.     7,021       332,023  
Sysco Corp.     5,488       475,041  
Walgreens Boots Alliance, Inc.     7,731       282,182  
Walmart, Inc.     15,354       2,185,335  
              5,669,243  
Food Products - 1.2%                
Archer-Daniels-Midland Co.     6,034       585,177  
Bunge Ltd.     1,633       161,177  
Campbell Soup Co.     2,162       114,391  
Conagra Brands, Inc.     5,170       189,739  
General Mills, Inc.     6,416       523,417  
Hershey Co.     1,584       378,212  
Hormel Foods Corp.     3,107       144,320  
J M Smucker Co.     1,153       173,711  
Kellogg Co.     2,751       211,332  
Kraft Heinz Co.     8,579       330,034  
McCormick & Co., Inc.     2,696       212,013  
Mondelez International, Inc., Class A     14,769       907,999  
Tyson Foods, Inc., Class A     3,113       212,774  
              4,144,296  
Gas Utilities - 0.0%                
Atmos Energy Corp.     1,505       160,358  
                 
Health Care Equipment & Supplies - 2.7%                
Abbott Laboratories     18,873       1,867,296  
ABIOMED, Inc.*     493       124,275  
Align Technology, Inc.*     783       152,137  
Baxter International, Inc.     5,423       294,740  
Becton Dickinson & Co.     3,072       724,900  
Boston Scientific Corp.*     15,427       665,058  
Cooper Cos, Inc. (The)     531       145,170  
Dexcom, Inc.*     4,233       511,262  
Edwards Lifesciences Corp.*     6,680       483,832  

 

See accompanying Notes to Financial Statements.

 

12

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

 

October 31, 2022

 

Investments   Shares     Value  
Hologic, Inc.*     2,683     $ 181,907  
IDEXX Laboratories, Inc.*     900       323,712  
Insulet Corp.*     752       194,625  
Intuitive Surgical, Inc.*     3,849       948,663  
Medtronic plc     14,322       1,250,884  
ResMed, Inc.     1,580       353,430  
STERIS plc     1,076       185,696  
Stryker Corp.     3,625       830,995  
Teleflex, Inc.     508       108,996  
Zimmer Biomet Holdings, Inc.     2,261       256,284  
              9,603,862  
Health Care Providers & Services - 3.6%                
AmerisourceBergen Corp., Class A     1,678       263,815  
Cardinal Health, Inc.     2,932       222,539  
Centene Corp.*     6,154       523,890  
Cigna Corp.     3,291       1,063,190  
CVS Health Corp.     14,141       1,339,153  
Elevance Health, Inc.     2,581       1,411,213  
HCA Healthcare, Inc.     2,315       503,443  
Humana, Inc.     1,360       758,989  
Laboratory Corp. of America Holdings     969       214,982  
McKesson Corp.     1,553       604,692  
Molina Healthcare, Inc.*     630       226,082  
Quest Diagnostics, Inc.     1,250       179,563  
UnitedHealth Group, Inc.     10,082       5,597,022  
              12,908,573  
Health Care Technology - 0.1%                
Veeva Systems, Inc., Class A*     1,506       252,918  
                 
Hotels, Restaurants & Leisure - 2.0%                
Airbnb, Inc., Class A*     4,297       459,392  
Booking Holdings, Inc.*     425       794,529  
Caesars Entertainment, Inc.*     2,300       100,579  
Carnival Corp.*     10,625       96,263  
Chipotle Mexican Grill, Inc., Class A*     296       443,506  
Darden Restaurants, Inc.     1,322       189,231  
Domino’s Pizza, Inc.     388       128,909  
Expedia Group, Inc.*     1,632       152,543  
Hilton Worldwide Holdings, Inc.     2,954       399,558  
Las Vegas Sands Corp.*     3,546       134,783  
Marriott International, Inc., Class A     2,969       475,367  
McDonald’s Corp.     7,932       2,162,739  
MGM Resorts International     3,501       124,531  
Royal Caribbean Cruises Ltd.*     2,364       126,190  
Starbucks Corp.     12,363       1,070,512  
Yum! Brands, Inc.     3,063       362,200  
              7,220,832  
Investments   Shares     Value  
Household Durables - 0.2%                
DR Horton, Inc.     3,409     $ 262,084  
Garmin Ltd.     1,654       145,618  
Lennar Corp., Class A     2,750       221,925  
Lennar Corp., Class B     156       10,174  
NVR, Inc.*     30       127,133  
              766,934  
Household Products - 1.4%                
Church & Dwight Co., Inc.     2,618       194,072  
Clorox Co.     1,326       193,649  
Colgate-Palmolive Co.     8,981       663,157  
Kimberly-Clark Corp.     3,633       452,163  
Procter & Gamble Co.     25,743       3,466,810  
              4,969,851  
Independent Power & Renewable Electricity Producers - 0.1%                
AES Corp. (The)     7,194       188,195  
                 
Industrial Conglomerates - 0.9%                
3M Co.     5,969       750,841  
General Electric Co.     11,819       919,636  
Honeywell International, Inc.     7,265       1,482,205  
              3,152,682  
Insurance - 2.2%                
Aflac, Inc.     6,204       403,942  
Allstate Corp. (The)     2,914       367,893  
American International Group, Inc.     8,197       467,229  
Aon plc, Class A
    2,271       639,264  
Arch Capital Group Ltd.*     3,972       228,390  
Arthur J Gallagher & Co.     2,267       424,110  
Brown & Brown, Inc.     2,524       148,386  
Chubb Ltd.     4,502       967,434  
Cincinnati Financial Corp.     1,718       177,504  
Hartford Financial Services Group, Inc. (The)     3,475       251,625  
Markel Corp.*     145       174,885  
Marsh & McLennan Cos, Inc.     5,373       867,685  
MetLife, Inc.     7,215       528,210  
Principal Financial Group, Inc.     2,499       220,237  
Progressive Corp. (The)     6,297       808,535  
Prudential Financial, Inc.     4,008       421,602  
Travelers Cos, Inc. (The)     2,555       471,295  
W R Berkley Corp.     2,203       163,859  
Willis Towers Watson plc     1,186       258,797  
              7,990,882  

 

See accompanying Notes to Financial Statements.

 

13

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

 

October 31, 2022

 

Investments   Shares     Value  
Interactive Media & Services - 4.0%                
Alphabet, Inc., Class A*     64,603     $ 6,105,631  
Alphabet, Inc., Class C*     57,773       5,468,792  
Match Group, Inc.*     3,047       131,630  
Meta Platforms, Inc., Class A*     24,579       2,289,780  
Pinterest, Inc., Class A*     6,284       154,586  
Snap, Inc., Class A*     11,099       109,991  
ZoomInfo Technologies, Inc., Class A*     2,916       129,849  
              14,390,259  
Internet & Direct Marketing Retail - 3.0%                
Amazon.com, Inc.*     95,496       9,782,610  
DoorDash, Inc., Class A*     2,806       122,145  
eBay, Inc.     5,905       235,255  
Etsy, Inc.*     1,360       127,718  
MercadoLibre, Inc.*     502       452,613  
              10,720,341  
IT Services - 4.7%                
Accenture plc, Class A     6,813       1,934,211  
Akamai Technologies, Inc.*     1,714       151,398  
Automatic Data Processing, Inc.     4,482       1,083,299  
Block, Inc., Class A*     5,709       342,940  
Broadridge Financial Solutions, Inc.     1,258       188,775  
Cloudflare, Inc., Class A*     3,046       171,551  
Cognizant Technology Solutions Corp., Class A     5,575       347,044  
EPAM Systems, Inc.*     623       218,050  
Fidelity National Information Services, Inc.     6,550       543,585  
Fiserv, Inc.*     6,895       708,392  
FleetCor Technologies, Inc.*     808       150,385  
Gartner, Inc.*     846       255,424  
Global Payments, Inc.     2,981       340,609  
GoDaddy, Inc., Class A*     1,689       135,796  
International Business Machines Corp.     9,731       1,345,700  
Mastercard, Inc., Class A     9,193       3,016,959  
MongoDB, Inc., Class A*     740       135,442  
Okta, Inc., Class A*     1,620       90,914  
Paychex, Inc.     3,453       408,524  
PayPal Holdings, Inc.*     12,467       1,041,992  
Snowflake, Inc., Class A*     3,052       489,236  
SS&C Technologies Holdings, Inc.     2,389       122,842  
Twilio, Inc., Class A*     1,864       138,626  
VeriSign, Inc.*     1,009       202,264  
Visa, Inc., Class A     17,613       3,648,709  
              17,212,667  
Investments   Shares     Value  
Life Sciences Tools & Services - 1.8%                
Agilent Technologies, Inc.     3,216     $ 444,934  
Avantor, Inc.*     7,265       146,535  
Bio-Rad Laboratories, Inc., Class A*     234       82,300  
Danaher Corp.     7,054       1,775,280  
Illumina, Inc.*     1,696       388,079  
IQVIA Holdings, Inc.*     2,008       421,017  
Mettler-Toledo International, Inc.*     245       309,908  
PerkinElmer, Inc.     1,356       181,134  
Thermo Fisher Scientific, Inc.     4,225       2,171,523  
Waters Corp.*     646       193,264  
West Pharmaceutical Services, Inc.     797       183,390  
              6,297,364  
Machinery - 1.6%                
Caterpillar, Inc.     5,691       1,231,873  
Cummins, Inc.     1,514       370,188  
Deere & Co.     2,991       1,183,898  
Dover Corp.     1,552       202,831  
Fortive Corp.     3,832       244,865  
IDEX Corp.     811       180,293  
Illinois Tool Works, Inc.     3,039       648,918  
Ingersoll Rand, Inc.     4,348       219,574  
Otis Worldwide Corp.     4,528       319,858  
PACCAR, Inc.     3,746       362,725  
Parker-Hannifin Corp.     1,379       400,765  
Stanley Black & Decker, Inc.     1,591       124,878  
Westinghouse Air Brake Technologies Corp.     1,960       182,829  
Xylem, Inc./NY     1,946       199,329  
              5,872,824  
Media - 0.8%                
Charter Communications, Inc., Class A*     1,195       439,306  
Comcast Corp., Class A     47,447       1,505,967  
Fox Corp., Class A     3,305       95,415  
Fox Corp., Class B     1,513       41,154  
Liberty Broadband Corp., Class A*     180       15,358  
Liberty Broadband Corp., Class C*     1,332       112,461  
Liberty Media Corp.-Liberty SiriusXM     803       34,079  
Liberty Media Corp.-Liberty SiriusXM*     1,645       69,403  
Omnicom Group, Inc.     2,210       160,778  
Paramount Global, Class B     5,450       99,844  
Sirius XM Holdings, Inc.     7,527       45,463  
Trade Desk, Inc. (The), Class A*     4,785       254,753  
              2,873,981  

 

See accompanying Notes to Financial Statements.

 

14

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

 

October 31, 2022

 

Investments   Shares     Value  
Metals & Mining - 0.4%                
Freeport-McMoRan, Inc.     15,414     $ 488,471  
Newmont Corp.     8,553       361,963  
Nucor Corp.     2,816       369,966  
Southern Copper Corp.     920       43,212  
Steel Dynamics, Inc.     1,868       175,685  
              1,439,297  
Multiline Retail - 0.5%                
Dollar General Corp.     2,441       622,577  
Dollar Tree, Inc.*     2,273       360,271  
Target Corp.     5,002       821,578  
              1,804,426  
Multi-Utilities - 0.8%                
Ameren Corp.     2,781       226,707  
CenterPoint Energy, Inc.     6,783       194,062  
CMS Energy Corp.     3,116       177,768  
Consolidated Edison, Inc.     3,824       336,359  
Dominion Energy, Inc.     8,965       627,281  
DTE Energy Co.     2,089       234,198  
Public Service Enterprise Group, Inc.     5,372       301,208  
Sempra Energy     3,381       510,328  
WEC Energy Group, Inc.     3,404       310,887  
              2,918,798  
Oil, Gas & Consumable Fuels - 4.9%                
APA Corp.     3,511       159,610  
Cheniere Energy, Inc.     2,689       474,366  
Chevron Corp.     19,408       3,510,907  
ConocoPhillips     13,716       1,729,450  
Continental Resources, Inc.     582       43,051  
Coterra Energy, Inc.     8,567       266,691  
Devon Energy Corp.     7,054       545,627  
Diamondback Energy, Inc.     1,909       299,923  
EOG Resources, Inc.     6,310       861,441  
EQT Corp.     3,979       166,481  
Exxon Mobil Corp.     44,902       4,975,591  
Hess Corp.     3,008       424,369  
Kinder Morgan, Inc.     21,359       387,025  
Marathon Oil Corp.     7,299       222,255  
Marathon Petroleum Corp.     5,370       610,139  
Occidental Petroleum Corp.     8,026       582,688  
ONEOK, Inc.     4,813       285,507  
Phillips 66     5,185       540,744  
Pioneer Natural Resources Co.     2,568       658,461  
Valero Energy Corp.     4,246       533,085  
Williams Cos, Inc. (The)     13,134       429,876  
              17,707,287  
Investments   Shares     Value  
Personal Products - 0.1%                
Estee Lauder Cos, Inc. (The), Class A     2,501     $ 501,425  
                 
Pharmaceuticals - 4.6%                
Bristol-Myers Squibb Co.     23,009       1,782,507  
Catalent, Inc.*     1,920       126,202  
Eli Lilly & Co.     8,499       3,077,403  
Johnson & Johnson     28,331       4,928,743  
Merck & Co., Inc.     27,294       2,762,153  
Pfizer, Inc.     60,467       2,814,739  
Royalty Pharma plc, Class A     3,957       167,460  
Viatris, Inc.     13,076       132,460  
Zoetis, Inc., Class A     5,047       760,987  
              16,552,654  
Professional Services - 0.4%                
CoStar Group, Inc.*     4,267       352,966  
Equifax, Inc.     1,318       223,454  
Jacobs Solutions, Inc.     1,371       157,967  
Leidos Holdings, Inc.     1,469       149,236  
TransUnion     2,078       123,163  
Verisk Analytics, Inc., Class A     1,693       309,531  
              1,316,317  
Real Estate Management & Development - 0.1%                
CBRE Group, Inc., Class A*   3,458       245,311  
                 
Road & Rail - 1.0%                
CSX Corp.     23,064       670,240  
JB Hunt Transport Services, Inc.     899       153,792  
Norfolk Southern Corp.     2,530       577,017  
Old Dominion Freight Line, Inc.     983       269,932  
Uber Technologies, Inc.*     21,327       566,658  
Union Pacific Corp.     6,734       1,327,541  
              3,565,180  
Semiconductors & Semiconductor Equipment - 4.8%                
Advanced Micro Devices, Inc.*     17,397       1,044,864  
Analog Devices, Inc.     5,600       798,672  
Applied Materials, Inc.     9,369       827,189  
Broadcom, Inc.     4,355       2,047,373  
Enphase Energy, Inc.*     1,460       448,220  
Entegris, Inc.     1,601       127,023  
Intel Corp.     44,239       1,257,715  
KLA Corp.     1,522       481,637  
Lam Research Corp.     1,475       597,051  
Marvell Technology, Inc.     9,163       363,588  
Microchip Technology, Inc.     5,951       367,415  
Micron Technology, Inc.     11,883       642,870  
Monolithic Power Systems, Inc.     484       164,294  
NVIDIA Corp.     26,984       3,642,030  

 

See accompanying Notes to Financial Statements.

 

15

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

 

October 31, 2022

 

Investments   Shares     Value  
NXP Semiconductors NV     2,824     $ 412,530  
ON Semiconductor Corp.*     4,662       286,387  
Qorvo, Inc.*     1,105       95,118  
QUALCOMM, Inc.     12,100       1,423,686  
Skyworks Solutions, Inc.     1,726       148,453  
SolarEdge Technologies, Inc.*     592       136,178  
Teradyne, Inc.     1,692       137,644  
Texas Instruments, Inc.     9,845       1,581,402  
              17,031,339  
Software - 8.7%                
Adobe, Inc.*     5,044       1,606,514  
ANSYS, Inc.*     938       207,448  
Autodesk, Inc.*     2,346       502,748  
Bill.com Holdings, Inc.*     1,015       135,360  
Cadence Design Systems, Inc.*     2,949       446,449  
Crowdstrike Holdings, Inc., Class A*     2,297       370,276  
Datadog, Inc., Class A*     2,661       214,237  
DocuSign, Inc., Class A*     2,151       103,893  
Fortinet, Inc.*     7,053       403,149  
HubSpot, Inc.*     519       153,915  
Intuit, Inc.     3,041       1,300,028  
Microsoft Corp.     80,350       18,651,645  
Oracle Corp.     16,366       1,277,694  
Palantir Technologies, Inc., Class A*     18,796       165,217  
Palo Alto Networks, Inc.*     3,218       552,177  
Paycom Software, Inc.*     524       181,304  
PTC, Inc.*     1,143       134,680  
Roper Technologies, Inc.     1,147       475,477  
Salesforce, Inc.*     10,727       1,744,102  
ServiceNow, Inc.*     2,173       914,268  
Splunk, Inc.*     1,592       132,311  
Synopsys, Inc.*     1,644       480,952  
Tyler Technologies, Inc.*     442       142,912  
Unity Software, Inc.*     1,917       56,552  
VMware, Inc., Class A     2,230       250,942  
Workday, Inc., Class A*     2,140       333,455  
Zendesk, Inc.*     1,327       101,768  
Zoom Video Communications, Inc., Class A*     2,386       199,088  
Zscaler, Inc.*     904       139,306  
              31,377,867  
Specialty Retail - 2.2%                
AutoZone, Inc.*     215       544,569  
Best Buy Co., Inc.     2,152       147,218  
Burlington Stores, Inc.*     709       101,359  
CarMax, Inc.*     1,716       108,125  
Investments   Shares     Value  
Home Depot, Inc. (The)     11,071     $ 3,278,454  
Lowe’s Cos, Inc.     6,890       1,343,206  
O’Reilly Automotive, Inc.*     685       573,461  
Ross Stores, Inc.     3,766       360,369  
TJX Cos, Inc. (The)     12,625       910,263  
Tractor Supply Co.     1,197       263,065  
Ulta Beauty, Inc.*     556       233,170  
              7,863,259  
Technology Hardware, Storage & Peripherals - 7.2%                
Apple, Inc.     162,764       24,958,231  
Dell Technologies, Inc., Class C     2,866       110,054  
Hewlett Packard Enterprise Co.     14,002       199,809  
HP, Inc.     9,796       270,566  
NetApp, Inc.     2,372       164,308  
Seagate Technology Holdings plc     2,104       104,485  
Western Digital Corp.*     3,364       115,621  
              25,923,074  
Textiles, Apparel & Luxury Goods - 0.5%                
Lululemon Athletica, Inc.*     1,246       409,984  
NIKE, Inc., Class B     13,612       1,261,560  
VF Corp.     3,567       100,768  
              1,772,312  
Tobacco - 0.7%                
Altria Group, Inc.     19,406       897,916  
Philip Morris International, Inc.     16,698       1,533,711  
              2,431,627  
Trading Companies & Distributors - 0.2%                
Fastenal Co.     6,193       299,308  
United Rentals, Inc.*     757       238,992  
WW Grainger, Inc.     492       287,500  
              825,800  
Water Utilities - 0.1%                
American Water Works Co., Inc.     1,960       284,866  
                 
Wireless Telecommunication Services - 0.3%                
T-Mobile US, Inc.*     6,488       983,321  
                 
Total Common Stocks                
(Cost $405,372,911)             357,082,414  

 

    Principal          
Short-Term Investments - 0.1%                
Time Deposit - 0.1%                
Citibank, New York 2.43% 11/1/2022
(Cost: $436,249)
  $ 436,249       436,249  
                 
Total Investments - 100.0%                
(Cost $405,809,160)           $ 357,518,663  
Liabilities in Excess of Other Assets - 0.0%             (93,010 )
Net Assets - 100.0%           $ 357,425,653  

 

* Non-income producing security.
Represents less than 0.05%.

 

See accompanying Notes to Financial Statements.

 

16

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

 

October 31, 2022

 

Futures Contracts Purchased

 

Engine No. 1 Transform 500 ETF had the following open long futures contracts as of October 31, 2022:

 

    Number of   Expiration   Trading   Notional   Value and
Unrealized
    Contracts   Date   Currency   Amount   Appreciation
S&P 500 Micro E-Mini Index   17   12/16/2022   USD   $330,055   $12,786

 

Fair Value Measurement

 

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

 

The three levels defined by the hierarchy are as follows:

 

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

 

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

 

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

 

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

 

The following is a summary of the valuations as of October 31, 2022 for the Fund based upon the three levels defined above:

 

Engine No. 1 Transform 500 ETF   Level 1     Level 2     Level 3     Total  
Investments                                
Assets                                
Common Stocks*   $ 357,082,414     $ -     $ -     $ 357,082,414  
Short-Term Investments                                
Time Deposit     436,429       -       -       436,429  
Total Investments   $ 357,518,663     $ -     $ -     $ 357,518,663  
                                 
Other Financial Instruments                                
Assets                                
Futures Contracts**   $ 12,786     $ -     $ -     $ 12,786  
Total Other Financial Instruments   $ 12,786     $ -     $ -     $ 12,786  

 

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

 

See accompanying Notes to Financial Statements.

 

17

Schedule of Investments
Engine No. 1 Transform Climate ETF
 

 

October 31, 2022

 

Investments   Shares     Value  
COMMON STOCKS - 90.9%                
                 
Aerospace & Defense - 7.1%                
Airbus SE ADR     126,283     $ 3,413,429  
Safran S.A. ADR     35,556       989,168  
TransDigm Group, Inc.     3,477       2,001,918  
              6,404,515  
Auto Components - 1.5%                
Aptiv plc*     14,800       1,347,836  
                 
Automobiles - 13.5%                
General Motors Co.     171,879       6,746,250  
Tesla, Inc.*     23,902       5,438,661  
              12,184,911  
Building Products - 3.7%                
Trane Technologies plc     21,160       3,377,771  
                 
Chemicals - 6.4%                
Albemarle Corp.     4,758       1,331,621  
Livent Corp.*     140,925       4,449,003  
              5,780,624  
Commercial Services & Supplies - 10.9%                
Republic Services, Inc., Class A     48,014       6,367,616  
Waste Management, Inc.     21,742       3,443,281  
              9,810,897  
Electrical Equipment - 5.2%                
Rockwell Automation, Inc.     18,404       4,698,541  
                 
Food Products - 4.6%                
Archer-Daniels-Midland Co.     43,124       4,182,166  
                 
Machinery - 8.3%                
Deere & Co.     19,028       7,531,663  
                 
Metals & Mining - 0.8%                
Alcoa Corp.     19,460       759,524  
                 
Oil, Gas & Consumable Fuels - 15.7%                
ConocoPhillips     34,360       4,332,452  
Occidental Petroleum Corp.     41,484       3,011,738  
Shell plc ADR     121,435       6,755,429  
              14,099,619  
Road & Rail - 7.5%                
Canadian Pacific Railway Ltd.     72,552       5,404,399  
Union Pacific Corp.     6,832       1,346,860  
              6,751,259  
Investments   Shares     Value  
Semiconductors & Semiconductor Equipment - 5.7%                
Enphase Energy, Inc.*     14,204     $ 4,360,628  
SolarEdge Technologies, Inc.*     3,517       809,016  
              5,169,644  
Total Common Stocks                
(Cost $79,386,284)             82,098,970  
                 
EXCHANGE TRADED FUND - 4.4%                
The Energy Select Sector SPDR Fund     44,000       3,960,000  
Total Exchange Traded Fund                
(Cost $3,927,440)             3,960,000  

 

    Principal          
Short-Term Investments - 4.4%                
Time Deposit - 4.4%                
Citibank, New York 2.43% 11/1/2022                
(Cost: $3,968,827)   $ 3,968,827       3,968,827  
                 
Total Investments - 99.7%                
(Cost $87,282,551)           $ 90,027,797  
Other Assets Less Liabilities - 0.3%             254,908  
Net Assets - 100.0%           $ 90,282,705  

 

* Non-income producing security.

 

Engine No. 1 Transform Climate ETF invested, as a percentage of net assets, in the following countries of October 31, 2022:

 

United States     70.8 %
United Kingdom     7.5 %
Canada     6.0 %
Ireland     5.2 %
France     4.9 %
Israel     0.9 %
Other(1)     4.7 %
Total     100.0 %

 

(1) Includes cash, short term investments and net other assets (liabilities).

 

See accompanying Notes to Financial Statements.

 

18

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

 

October 31, 2022

 

Fair Value Measurement

 

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

 

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

 

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

 

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

 

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

 

The following is a summary of the valuations as of October 31, 2022 for the Fund based upon the three levels defined above:

 

Engine No. 1 Transform Climate ETF   Level 1     Level 2     Level 3     Total  
Investments                                
Assets                                
Common Stocks*   $ 82,098,970     $ -     $ -     $ 82,098,970  
Exchange Traded Fund     3,960,000       -       -       3,960,000  
Short-Term Investments                                
Time Deposit     3,968,827       -       -       3,968,827  
Total Investments   $ 90,027,797     $ -     $ -     $ 90,027,797  

 

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

 

See accompanying Notes to Financial Statements.

 

19

Statements of Assets and Liabilities  

 

October 31, 2022

 

    Engine No. 1
Transform 500
ETF
    Engine No. 1
Transform Climate
ETF
 
ASSETS:                
Investments in securities at value (Note 2)   $ 357,518,663     $ 90,027,797  
Cash     210       14,084  
Segregated cash balance with broker for future contracts     25,989       -  
Receivables:                
Dividends and interest     230,208       22,768  
Capital shares sold     32,248,915       6,018,203  
Securities lending income     302       29  
Investment securities sold     -       5,033,169  
Reclaims     2,242       2,405  
Unrealized appreciation on futures contracts     12,786       -  
Total Assets     390,039,315       101,118,455  
                 
LIABILITIES:                
Payables:                
Investment securities purchased     32,600,519       5,767,297  
Capital shares purchased     -       5,014,916  
Management fees (Note 3)     13,143       53,537  
Total Liabilities     32,613,662       10,835,750  
NET ASSETS   $ 357,425,653     $ 90,282,705  
                 
NET ASSETS CONSIST OF:                
Paid-in capital   $ 409,830,065     $ 97,872,604  
Total distributable earnings (accumulated loss)     (52,404,412 )     (7,589,899 )
                 
NET ASSETS   $ 357,425,653     $ 90,282,705  
Shares outstanding     7,980,000       1,800,000  
Net asset value, per share   $ 44.79     $ 50.16  
Investment in securities at cost   $ 405,809,160     $ 87,282,551  

 

See accompanying Notes to Financial Statements.

 

20

Statements of Operations  

 

For the Year/Period Ended October 31, 2022

 

    Engine No. 1
Transform 500
ETF
    Engine No. 1
Transform Climate
ETF*
 
INVESTMENT INCOME:                
Dividend income   $ 4,715,061     $ 815,498  
Special dividends (Note 2)     -       171,746  
Interest income     1,073       44,132  
Securities lending income (Note 2)     8,671       29  
Other income     398       4  
Foreign withholding tax on dividends     (880 )     (4,645 )
Total Income     4,724,323       1,026,764  
                 
EXPENSES:                
Management fees (Note 3)     155,576       454,977  
Total Expenses     155,576       454,977  
Net Investment Income (Loss)(1)     4,568,747       571,787  
                 
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:                
Net realized gain (loss) on:                
Investments in securities     (4,661,665 )     (11,438,415 )
In-kind redemptions of investments     5,618,898       9,159,129  
Expiration or closing of futures contracts     (66,654 )     -  
Net realized gain (loss)     890,579       (2,279,286 )
                 
Change in unrealized appreciation (depreciation) on:                
Investments in securities     (61,503,968 )     2,745,246  
Future contracts     3,961       -  
Change in unrealized appreciation (depreciation)     (61,500,007 )     2,745,246  
                 
Net realized and unrealized gain (loss) on investments     (60,609,428 )     465,960  
                 
Net Increase (Decrease) in Net Assets Resulting From Operations   $ (56,040,681 )   $ 1,037,747  

 

* The Fund commenced investment operations on February 2, 2022.
(1) Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.

 

See accompanying Notes to Financial Statements.

 

21

Statements of Changes in Net Assets  

 

    Engine No. 1
Transform 500
    Engine No. 1
Transform Climate
 
    ETF*     ETF**  
    For the
Year Ended
    For the
Period Ended
    For the
Period Ended
 
    October 31,     October 31,     October 31,  
    2022     2021     2022  
OPERATIONS:                        
Net investment income (loss)(1)   $ 4,568,747     $ 701,745     $ 571,787  
Net realized gain (loss) on investments     890,579       143,069       (2,279,286 )
Net change in unrealized appreciation (depreciation) on investments     (61,500,007 )     13,222,296       2,745,246  
Net increase (decrease) in net assets resulting from operations     (56,040,681 )     14,067,110       1,037,747  
                         
DISTRIBUTIONS TO SHAREHOLDERS:                        
Distributions from distributable earnings     (4,132,626 )     (467,032 )     (549,932 )
                         
CAPITAL TRANSACTIONS:                        
Proceeds from shares sold     225,545,494       225,011,715       139,659,859  
Cost of shares redeemed     (43,380,822 )     (3,277,505 )     (49,864,969 )
Net increase (decrease) in net assets from capital transactions     182,164,672       221,734,210       89,794,890  
Increase (decrease) in net assets     121,991,365       235,334,288       90,282,705  
                         
NET ASSETS:                        
Beginning of year/period     235,434,288       100,000 (2)      -  
End of year/period   $ 357,425,653     $ 235,434,288     $ 90,282,705  
                         
CHANGES IN SHARES OUTSTANDING:                        
Shares outstanding, beginning of year/period     4,320,000       2,000 (2)      -  
Shares sold     4,560,000       4,380,000       2,800,001  
Shares redeemed     (900,000 )     (62,000 )     (1,000,001 )
Shares outstanding, end of year/period     7,980,000       4,320,000       1,800,000  

 

* The Fund commenced investment operations on June 22, 2021.
** The Fund commenced investment operations on February 2, 2022.
(1) Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.
(2) Beginning capital of $100,000 was contributed by Fund Management at Engine No. 1 LLC, investment adviser to the Fund, in exchange for 2,000 Shares of the Fund in connection with the seeding of the Trust. The Shares were redeemed by the adviser on the commencement of investment operations on June 22, 2021.

 

See accompanying Notes to Financial Statements.

 

22

Financial Highlights
Engine No. 1 Transform 500 ETF
 

 

For a share outstanding throughout the year/period presented.

 

    For the
Year Ended
October 31,
2022
    For the Period
June 22, 2021
through
October 31,
2021(1)
 
Per Share Data:                
Net asset value, beginning of year/period   $ 54.50     $ 50.18 (2) 
Net investment income (loss)(3)     0.72       0.22  
Net realized and unrealized gain (loss) on investments     (9.79 )     4.23  
Total gain (loss) from investment operations     (9.07 )     4.45  
                 
Distributions to shareholders:                
Net investment income     (0.64 )     (0.13 )
Total distributions     (0.64 )     (0.13 )
Net asset value, end of year/period   $ 44.79     $ 54.50  
Market value, end of year/period   $ 44.78     $ 54.49  
                 
Total Return at Net Asset Value(4)     (16.72 )%     8.87 %
                 
Total Return at Market Value(4)     (16.72 )%     8.86 %
                 
Ratios/Supplemental Data:                
Net assets, end of year/period (000’s omitted)   $ 357,426     $ 235,434  
Ratio to average net assets of:                
Expenses     0.05 %(5)      0.05 %(5) 
Net investment income(6)     1.47 %(5)      1.15 %(5) 
Portfolio turnover rate(7)     4 %     1 %

 

(1) Commencement of investment operations on June 22, 2021.
(2) The net asset value at the beginning of the period differs from the beginning net asset value reflected on the Statements of Changes in Net Assets due to a change in unrealized gain/(loss) from the inception date, June 22, 2021, to when the initial basket was created.
(3) Based on average daily shares outstanding.
(4) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and sale at the market value on the last day of the period. Market values are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange, Inc. using the closing price. Total return calculated for a period of less than one year is not annualized.
(5) Annualized.
(6) Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.
(7) Portfolio turnover rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s capital shares.

 

See accompanying Notes to Financial Statements.

 

23

Financial Highlights
Engine No. 1 Transform Climate ETF
 

 

For a share outstanding throughout the period presented.

 

    For the Period  
    February 2, 2022
through
 
    October 31,
2022(1)
 
Per Share Data:        
Net asset value, beginning of period   $ 49.94  
Net investment income (loss)(2)(3)     0.35  
Net realized and unrealized gain (loss) on investments     0.18  
Total gain (loss) from investment operations     0.53  
         
Distributions to shareholders:        
Net investment income     (0.31 )
Total distributions     (0.31 )
Net asset value, end of period   $ 50.16  
Market value, end of period   $ 50.18  
         
Total Return at Net Asset Value(4)     1.09 %
         
Total Return at Market Value(4)     1.13 %
         
Ratios/Supplemental Data:        
Net assets, end of period (000’s omitted)   $ 90,283  
Ratio to average net assets of:        
Expenses     0.75 %(5) 
Net investment income(6)     0.94 %(5) 
Net investment income excluding special dividends(3)     0.66 %(5) 
Portfolio turnover rate(7)     261 %

 

(1) Commencement of investment operations on February 2, 2022.
(2) Based on average daily shares outstanding.
(3) This ratio reflects the exclusion of large, non-recurring dividends (special dividends) recognized by the Funds during the period. If a special dividend was received during a period, this ratio will be lower than the net investment income (loss) of average net assets ratio presented for the same period herein. The net investment income (loss) per share excluding special dividends is 0.24.
(4) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and sale at the market value on the last day of the period. Market values are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange, Inc. using the closing price. Total return calculated for a period of less than one year is not annualized.
(5) Annualized.
(6) Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.
(7) Portfolio turnover rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s capital shares.

 

See accompanying Notes to Financial Statements.

 

24

Notes to Financial Statements
October 31, 2022
 

 

1. Organization

 

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

 

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

 

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

 

2. Significant Accounting Policies

 

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

 

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

 

Investment Valuation

 

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

 

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

 

If market quotations are not readily available, securities are priced at their fair value as determined in good faith by the Adviser in accordance with the Trust’s valuation guidelines. Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable. The Funds may use fair value pricing in a variety of circumstances, including but not limited to, situations when the value of a Fund’s security has been materially affected by events occurring after the close of the market on which such security is principally traded (such as a corporate action or other news that may materially affect the price of such security) or trading in such security has been suspended or halted.

 

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

 

25

Notes to Financial Statements (continued)
October 31, 2022
 

 

Futures Contracts

 

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

 

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

 

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

 

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

 

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

 

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

 

For the year ended October 31, 2022, the average monthly notional amount of open futures contracts for Transform 500 ETF was $351,146. The range of monthly notional amounts was $221,025 to $583,853. For the period ended October 31, 2022, Transform Climate ETF did not hold open futures contracts.

 

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

 

26

Notes to Financial Statements (continued)
October 31, 2022
 

 

Fair Value of Derivative Instruments as of October 31, 2022

 

Engine No.1 Transform 500 ETF

 

    Asset Derivatives     Liability Derivatives  
Derivatives Not Accounted for as
Hedging Instruments under ASC 815
  Statements of Assets
and Liabilities
  Unrealized
Appreciation*
    Statements of Assets
and Liabilities
  Unrealized
Depreciation*
 
Equity Index Futures Contracts   Unrealized appreciation on futures contracts*   $ 12,786 *   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   $ (66,654 )   $ 3,961  

 

Securities Lending

 

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

 

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

 

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

 

Transform 500 ETF and Transform Climate ETF did not have any securities on loans as of October 31, 2022.

 

Time Deposits

 

Each Fund places excess cash balances into overnight time deposits with one or more eligible deposit institutions that meet credit and risk standards approved by the Funds. These are classified as short-term investments in the Funds’ Schedule of Investments.

 

27

Notes to Financial Statements (continued)
October 31, 2022
 

 

Investment Transactions and Related Income

 

Throughout the reporting period, investment transactions are accounted for one business day following the trade date. For financial reporting purposes, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premiums and accretion of discounts. Dividend income, net of any applicable foreign withholding taxes, is recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Large, non-recurring dividends recognized by the Funds are presented separately on the Statements of Operations as “Special Dividends” and the impact of these dividends is presented in the Financial Highlights. Gains or losses realized on sales of securities are determined using the specific identification method by comparing the identified cost of the security lot sold with the net sales proceeds.

 

Dividend Distributions

 

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

 

Organizational and Offering Costs

 

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

 

3. Management and Other Agreements

 

Management

 

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

 

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

 

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

 

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.

 

Distribution and Fund Officers

 

Foreside Financial Services, LLC (d/b/a ACA Group) (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”).

 

28

Notes to Financial Statements (continued)
October 31, 2022
 

 

Foreside Fund Officer Services, LLC (d/b/a ACA Group), Three Canal Plaza, Suite 100, Portland, Maine 04101, provides the Trust with a Chief Compliance Officer and Principal Financial Officer.

 

Legal Counsel

 

Ropes & Gray, located at 800 Boylston Street, Boston, MA 02199 serves as legal counsel to the Trust and the Funds.

 

Independent Registered Public Accounting Firm

 

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

 

Board of Trustees

 

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

 

4. Creation and Redemption Transactions

 

Each Fund issues and redeems shares (“Shares”) at NAV only in aggregations of a specified number of Shares (each a “Creation Unit”). Each 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 each Fund will be listed and trade on Cboe BZX Exchange, Inc. (the “Exchange” or “Cboe BZX”), a national securities exchange. Shares of each Fund are traded in the secondary market and elsewhere at market values that may be at, above or below each 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.

 

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 year/period ended October 31, 2022 were as follows:

 

Fund   Purchases     Sales  
Engine No. 1 Transform 500 ETF   $ 12,661,248     $ 11,478,264  
Engine No. 1 Transform Climate ETF   $ 201,315,200     $ 186,244,796  

 

For the year/period ended October 31, 2022, the cost of in-kind subscriptions and the proceeds from in-kind redemptions were as follows:

 

    In-Kind  
Fund   Subscriptions     Redemptions  
Engine No. 1 Transform 500 ETF   $ 225,139,106     $ 43,224,173  
Engine No. 1 Transform Climate ETF   $ 120,129,044     $ 49,660,279  

 

29

Notes to Financial Statements (continued)
October 31, 2022
 

 

6. Federal Income Tax

 

Each Fund intends to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, each Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and net capital gains to its shareholders. Therefore, no federal income tax position is required. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statements of Operations. Management of the Funds are required to determine whether a tax position taken by the Funds is more likely than not to be sustained upon examination by the applicable taxing authority. Based on its analysis, Management has concluded that the Funds do not have any unrecognized tax benefits or uncertain tax positions that would require a provision for income tax. Accordingly, the Funds did not incur any interest or penalties for the year/period ended October 31, 2022.

 

At October 31, 2022, the cost of investments and derivatives and net unrealized appreciation (depreciation) for federal income tax purposes was as follows:

 

          Gross
Unrealized
    Gross
Unrealized
    Net
Unrealized
Appreciation
 
Fund   Cost     Appreciation     Depreciation     (Depreciation)  
Engine No. 1 Transform 500 ETF   $ 405,772,026     $ 15,691,390     $ (64,368,216 )   $ (48,676,826 )
Engine No. 1 Transform Climate ETF   $ 84,903,183     $ 4,441,493     $ (3,285,706 )   $ 1,155,787  

 

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, 2022, 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   $ 561,825     $ -     $ (4,289,411 )   $ (48,676,826 )   $ (52,404,412 )
Engine No. 1 Transform Climate ETF   $ 21,855     $ -     $ (8,767,541 )   $ 1,155,787     $ (7,589,899 )

 

At October 31, 2022, 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   $ (5,510,129 )   $ 5,510,129  
Engine No. 1 Transform Climate ETF   $ (8,077,714 )   $ 8,077,714  

 

The tax character of distributions paid during the years/periods indicated was as follows:

 

    Year/Period Ended
October 31,
2022
    Period Ended
October 31,
2021
 
    Ordinary     Long-Term     Ordinary     Long-Term  
Fund   Income*     Capital Gain     Income*     Capital Gain  
Engine No. 1 Transform 500 ETF   $ 4,132,626     $ -     $ 467,032     $ -  
Engine No. 1 Transform Climate ETF   $ 549,932     $ -     $ -     $ -  

 

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

 

30

Notes to Financial Statements (continued)
October 31, 2022
 

 

At October 31, 2022, for Federal income tax purposes, the Funds have capital loss carryforwards available as shown in the table below, to the extent provided by regulations, to offset future capital gains for an unlimited period. To the extent that these capital loss carryforwards are used to offset future capital gains, it is probable that the capital gains so offset will not be distributed to shareholders.

 

Fund   Short-Term     Long-Term     Total Amount  
Engine No. 1 Transform 500 ETF   $ 3,664,706     $ 624,705     $ 4,289,411  
Engine No. 1 Transform Climate ETF   $ 8,767,541     $ -     $ 8,767,541  

 

7. Related Parties

 

At October 31, 2022, 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 Funds, enters into contracts with third-party service providers that contain a variety of representations and warranties and that provide general indemnifications. Additionally, under the Trust organizational documents, the officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. The Funds’ maximum exposure under these arrangements is unknown, as it involves possible future claims that may or may not be made against the Funds. The Adviser is of the view that the risk of loss to the Funds in connection with the Funds’ indemnification obligations is remote; however, there can be no assurance that such obligations will not result in material liabilities that adversely affect the Funds.

 

9. Investment Risks

 

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

 

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

 

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

 

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

 

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

 

31

Notes to Financial Statements (concluded)
October 31, 2022
 

 

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

 

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

 

10. Recent Accounting Pronouncements

 

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures related to equity securities subject to contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Management is evaluating the implications of this guidance to future financial statements.

 

11. Subsequent Events

 

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

 

32

Report of Independent Registered Public Accounting Firm  

 

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

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Engine No. 1 Transform 500 ETF and Engine No. 1 Transform Climate ETF (the “Funds”), each a series of Engine No. 1 ETF Trust, as of October 31, 2022, the related statements of operations, the statements of changes in net assets, the related notes, and the financial highlights for each of the periods indicated below (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2022, the results of their operations, the changes in net assets, and the financial highlights for each of the periods indicated below in conformity with accounting principles generally accepted in the United States of America.

 

Fund Name   Statements of Operations   Statements of Changes in Net Assets   Financial Highlights
Engine No. 1 Transform 500 ETF   For the year ended October 31, 2022   For the year ended October 31, 2022 and for the period from June 22, 2021 (commencement of operations) through October 31, 2021
       
Engine No.1 Transform Climate ETF   For the period from February 2, 2022 (commencement of operations) through October 31, 2022

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds 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 audits 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 audits 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, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2021.

 

 

COHEN & COMPANY, LTD.

Milwaukee, Wisconsin

December 21, 2022

 

33

Supplemental Information (Unaudited)  

 

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

 

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

 

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

 

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

 

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

 

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 Funds designate the following amounts or, if subsequently determined to be different, the maximum allowable for its year/period ended October 31, 2022.

 

    Qualified   Dividends
    Dividend   Received
    Income*   Deduction*
Engine No. 1 Transform 500 ETF   98.42%   94.76%
Engine No. 1 Transform Climate ETF   100.00%   100.00%

 

* The above percentage is based on ordinary income dividends paid to shareholders during each Fund’s fiscal year/period.

 

34

Liquidity Risk Management Program (Unaudited)  

 

Consistent with Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”), the Funds have adopted and implemented a written liquidity risk management program (the “Program”). The Program seeks to assess and manage each Fund’s liquidity risk, which is defined as the risk that a Fund is unable to meet investor redemption requests without significantly diluting the remaining investors’ interests in the Fund. The Funds’ Board of Trustees (the “Board”) has approved the designation of the Liquidity Program Administrator (“LPA”), a committee comprised of senior representatives of the adviser, Fund Management at Engine No. 1 LLC, and officers of the Funds, to oversee the implementation and monitoring of the Program. To assist in carrying out its responsibilities under the Program, on behalf of the Funds, a third party has been retained to perform certain functions, including providing market data and liquidity classification information.

 

Each of the Funds qualifies as an “In-Kind ETF” under the Liquidity Rule and the Program, which means that it meets redemptions through in-kind transfers of securities, positions and assets other than a de minimis amount of cash and publishes its portfolio holdings daily. As In-Kind ETFs, the Funds are exempt from certain Liquidity Rule requirements, including classification of portfolio holdings and the requirement to establish a highly liquid investment minimum.

 

Consistent with the Liquidity Rule, the Program includes provisions that require, no less frequently than annually, assessments of the Funds’ liquidity risks, including a review of specific factors set forth in the Program as applicable to each Fund. In addition, the Program includes provisions designed to comply with the Liquidity Rule’s limitation on investments in “illiquid investments” (as defined in the Liquidity Rule) to no more than 15% of a Fund’s net assets as well as provisions regarding the maintenance and monitoring of In-Kind ETF status and periodic reporting to the Funds’ Board.

 

At a meeting of the Board of Trustees on June 10, 2022, the LPA provided a written report (the “Report”) to the Board as required by the Liquidity Rule addressing the operation, adequacy, and effectiveness the Program, including any material changes to the Program for the period from June 22, 2021 through April 30, 2022 (“Reporting Period”). The Report included a summary of the oversight of the Program and the system that is used to operate the Program, and a discussion of the annual assessment of each Fund’s liquidity risk, including a review, as applicable, of the Funds’ investment strategies and liquidity of portfolio investments, the effects of short-term and long-term cash flows, holdings of cash and cash equivalents, the efficiency of the arbitrage function and the level of active participation by Authorized Participants and its relationship to each Fund’s liquidity, the effect of pricing/spreads and basket assets on each Fund’s liquidity, and the effect that historical redemptions and market volatility have had on the liquidity of each Fund during the Reporting Period.

 

The Report concluded that during the Reporting Period: (1) there were no material changes to the Program, (2) there were no significant liquidity events impacting any Fund, and (3) that it is the LPA’s assessment that the Program is adequately designed and has been effective in managing each Fund’s liquidity risk and in implementing the requirements of the Liquidity Rule. The Report further concluded that each Fund qualified as an In-Kind ETF during the Reporting Period and, given the intention to continue to meet redemptions only through in-kind transfers of securities, each Fund will continue to be classified as an In-Kind ETF. The Report also concluded that each Fund’s investment strategy continues to be appropriate for an open-end fund.

 

There can be no assurance that the Program will achieve its objectives in the future. Additional information regarding risks of investing in each Fund, including liquidity risks presented by the Fund’s investment portfolio, is found in the Fund’s Prospectus and Statement of Additional Information.

 

35

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, 2022, 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, Trustee to Allianz Variable Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds Trust (2022-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. Jack Gee, an Independent Trustee, 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.

 

36

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 (d/b/a ACA Group) (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

 

 

Fund Chief Compliance Officer, Foreside Fund Officer Services, LLC (d/b/a ACA Group) (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).

 

* Effective November 18, 2022, Mr. Ebner is no longer a Trustee of the Trust.
** 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).

 

37

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

800 Boylston Street

Boston, MA 02199