Table of Contents

 

Shareholder Letter   1
Management’s Discussion of Fund Performance   3
TCW Transform 500 ETF   3
TCW Transform Systems ETF   5
TCW Transform Supply Chain ETF   7
Shareholder Expense Examples   9
Sector Diversification   10
Schedule of Investments   11
TCW Transform 500 ETF   11
TCW Transform Systems ETF   20
TCW Transform Supply Chain ETF   22
Statements of Assets and Liabilities   24
Statements of Operations   25
Statements of Changes in Net Assets   26
Financial Highlights   28
Notes to Financial Statements   31
Report of Independent Registered Public Accounting Firm   40
Supplemental Information   41
Liquidity Risk Management Program   42
Board of Trustees and Executive Officers   43
Board Approval of Investment Advisory Agreement   45
General Information   48

 

 

 

This report should be read in conjunction with the TCW ETF Trust’s (the “Trust”) prospectus.

 

The views expressed in the Shareholder Letter are those of TCW Investment Management Company LLC (“TCW” or the “Adviser”) as of October 31, 2023. Management’s Discussion of Fund Performance presents information about the TCW ETFs’ holdings that is believed to be accurate, and the views of the Funds’ portfolio managers, as of October 31, 2023. 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 TCW believes to be reliable; however, TCW 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.tcw.com for the most current list of portfolio holdings for the TCW ETFs.

 

 

Shareholder Letter

 

Dear Fellow Shareholder,

 

We’ve come a long way since we launched the Transform ETFs in 2021. Our three funds have been recognized across the industry, earning awards every year since their inception. As you know, TCW acquired the business earlier this year, which we see as validation of our unique approach to generating alpha.

 

Through all these developments, one thing has been consistent: we believe that investors must be active owners and that they should invest in the major economic transformations currently taking place. This is the guiding principle of our business and how we work to deliver returns. As always, we are grateful to have you with us on this journey.

 

Active Ownership with VOTE

 

We started the business with the TCW Transform 500 ETF (VOTE) because we believe that even passive investors need to be active owners. We vote shares and engage in two-way conversations with companies to help them grow.

 

We’re proud of what VOTE has accomplished in a few short years, growing to more than $600 million AUM from a wide variety of investors. We’re excited to continue to grow VOTE as a better index fund that can sit at the center of a portfolio.

 

Large-Scale Systems Change

 

Our thesis for value creation has always been to identify massive economic shifts and the companies that we believe are most likely to benefit from them. Right now, our active funds offer exposure to two enormous transformations: the profound shift of how the world sources, produces, and uses energy (TCW Transform Systems ETF, NETZ), and the relocalization of supply chains to North America (TCW Transform Supply Chain ETF, SUPP).

 

The planet’s energy and power systems – and the businesses that are the greatest consumers of energy – are undergoing dramatic change. Businesses that produce energy more efficiently and energy-intensive businesses that use it more efficiently (like agriculture and aerospace) will drive enormous value. This transformation will require unprecedented investment – more than $5 trillion annually by some estimates1 – and leading old-economy scale businesses and the most efficient energy consumers stand to profit most from this transformation.

 

Separately, but on a similar scale, global supply chains are transitioning as the pre-pandemic model of manufacturing goods abroad shifts to a model where goods are manufactured in North America. This shift is already happening with $859 billion in capex (capital expenditure) announcements between January 2021 and 3Q23.2

 

These transformations are nondiscretionary and already under way, backed by trillions of government spending in the U.S. alone.3 Accordingly, we believe our funds offer investors very compelling opportunities to drive alpha in the years ahead.

 

Active Management

 

These transformations are extremely complex and developing rapidly. Driving the greatest returns from these megatrends requires active management. Our investment team looks at hundreds of companies in the universe of these transformations and, through rigorous fundamental research combined with quantitative and thematic data, aims to identify the leaders that will create alpha. We closely monitor our investments so that we can react quickly when we have new insights or when facts change, in a way passive funds can’t.

 

Our concentrated portfolios allow us to develop unique insights into the businesses we own. These unique insights enable us to pick the companies we expect will generate alpha.4

 

 

 
1. Goldman Sachs Research, Green Capex, October 2021.
2. Eaton 3Q23 Earnings Presentation
3. EY, Infrastructure Bill; NACO, American Rescue Plan Act Funding Breakdown, April 2021
4. A measure of active return on investment in excess of benchmark index.

 

1

Shareholder Letter (Continued)

 

Your Partnership

 

Thank you for your continued partnership and the trust you have placed in us to manage your assets. We greatly appreciate it.

 

On the following pages, you’ll find information about your investments in our funds. If you have any questions, please contact your financial advisor or reach out to us directly.

 

 

Jennifer Grancio

Head of Global Wealth

The TCW Group

 

Effective October 13, 2023, TCW acquired the ETF business from Engine No. 1 and the Funds’ adviser became TCW Investment Management Company LLC. Prior to that date, the Funds’ adviser was Fund Management at Engine No. 1 LLC.

 

NOT FDIC INSURED | NO BANK GUARANTEE | MAY LOSE VALUE

 

© 2023 TCW Group. All rights reserved.

 

2

Management’s Discussion of Fund Performance

(Unaudited)

 

Investment Results: TCW Transform 500 ETF (VOTE)

 

The TCW 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, 2023, the Underlying Index is represented by securities of companies in sectors including Information Technology, Health Care, Financials, Consumer Discretionary, Communication Services, Industrials, Consumer Staples, Energy, Materials, Utilities and Real Estate. 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.

 

From November 1, 2022 through October 31, 2023 (the “Reporting Period”), the Fund’s market value return was 10.47% and its net asset value (“NAV”) return was 10.51%. The Underlying Index returned 10.57% 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 $48.72.

 

The Fund posted positive NAV performance in seven of the twelve months during the Reporting Period, with returns ranging from -5.90% to 6.61%.

 

The best NAV performance months for the Fund were June and January, finishing up 6.61% and 6.43%, respectively. The worst NAV performance months for the Fund were December and September, finishing down -5.90% and -4.66%, respectively.

 

Six of the eleven sectors in the Fund delivered positive returns during the Reporting Period. Information Technology, Communication Services, and Consumer Discretionary were among the strongest performing sectors. Health Care, Consumer Staples, and Energy were among the weakest performing sectors and underperformed the market during the Reporting Period.

 

3

Management’s Discussion of Fund Performance (Continued)

(Unaudited)

 

Investment Results: TCW Transform 500 ETF (VOTE) (Continued)

 

Average Annual Total Returns as of 10/31/23

    1 Year   Since
Inception*
TCW Transform 500 ETF (VOTE)        
Net Asset Value   10.51%   0.08%
Market Value   10.47%   0.06%
Morningstar® US Large Cap Select IndexSM   10.57%   0.14%

 

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 10/31/23 (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.tcw.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.

 

This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on inception date. Assumes reinvestment of dividends and capital gains, but does not reflect the effect of any applicable sales charge or redemption fees. This chart does not imply any future performance.

 

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.

 

4

Management’s Discussion of Fund Performance (Continued)

(Unaudited)

 

Investment Results: TCW Transform Systems ETF (NETZ)

 

The TCW Transform Systems ETF is an actively managed exchange-traded fund that 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. Effective March 1, 2024, the Fund will seek to invest in companies that the Adviser believes will benefit from global transformation in the systems supporting how energy and power are sourced, produced, and consumed. Government policy and public demand are shifting the global economy towards more efficient and lower net-emission energy systems. This large-scale systems change is creating unique opportunities in the public markets, particularly in “brown” or “grey” old-economy businesses that require huge investments as the way consumers source and use energy and power changes. The Adviser expects the Fund portfolio, starting March 1, 2024, will include companies that will lead or win in the transition, where efficiency and alternative approaches are highly valued. The portfolio may also include companies that are enablers of these shifts. Target companies are (and following March 1, 2024 will continue to be) generally chosen from companies included in the Morningstar® US Market Extended TR USD Index® (the “Benchmark”) but may be selected from a universe of U.S. and non-U.S. listed equity securities. The Morningstar® US Market Extended TR USD Index® measures the performance of U.S. 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. The Adviser expects to hold between 20-40 equities within the Fund’s portfolio.

 

From November 1, 2022 through October 31, 2023 (the “Reporting Period”), the Fund’s market value return was 1.55% and its net asset value (“NAV”) return was 1.52%. The Benchmark returned 8.58% 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 $50.53.

 

The Fund posted positive NAV performance in five of the twelve months during the Reporting Period, with returns ranging from -8.07% to 8.66%.

 

The best NAV performance months for the Fund were June and January, finishing up 8.66% and 5.64%, respectively. The worst NAV performance months for the Fund were December and September, finishing down -8.07% and -3.84%, respectively.

 

Three of the six sectors in the Fund delivered positive returns during the Reporting Period. Industrials, Information Technology, and Utilities were among the strongest performing sectors. Energy, Materials, and Consumer Discretionary were among the weakest performing sectors and underperformed the market during the Reporting Period.

 

5

Management’s Discussion of Fund Performance (Continued)

(Unaudited)

 

Investment Results: TCW Transform Systems ETF (NETZ) (Continued)

 

Average Annual Total Returns as of 10/31/23

    1 Year   Since
Inception*
TCW Transform Systems ETF (NETZ)        
Net Asset Value   1.52%   1.49%
Market Value   1.55%   1.54%
Morningstar® US Market Extended TR USD IndexSM   8.58%   -4.36%

 

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 10/31/23 (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.tcw.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.

 

This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on inception date. Assumes reinvestment of dividends and capital gains, but does not reflect the effect of any applicable sales charge or redemption fees. This chart does not imply any future performance.

 

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.

 

6

Management’s Discussion of Fund Performance (Continued)

(Unaudited)

 

Investment Results: TCW Transform Supply Chain ETF (SUPP)

 

The TCW Transform Supply Chain ETF is an actively managed exchange-traded fund that invests in U.S.-listed equity, American depositary receipt securities, and non-U.S. developed and emerging market-listed securities, which over time may vary as market and investment opportunities change. The Fund may also enter into currency-related spot transactions when it transacts in equities denominated in foreign currencies or invest in certain derivative instruments, such as currency futures or forwards that will help the Adviser manage risk associated with foreign currency exposure, if any, or futures contracts. The Fund’s investments may include micro-, small-, medium- and large-capitalization equities of companies. The Adviser expects to hold between 20-40 equities within the Fund’s portfolio. The Adviser expects to invest in the equities of companies that it deems are creating value through supply chain transformation. A supply chain is defined as a network between a company and its suppliers to produce and distribute a specific product to the final buyer. Portfolio companies are primarily those that the Adviser believes are creating value or minimizing risks as it relates to their supply chains or the supply chains of others. Companies are generally chosen from the Morningstar® US Market Extended TR USD IndexSM (the “Benchmark”) but may be selected from a universe of U.S. and non-U.S. listed equity securities that span across sectors, including but not limited to consumer discretionary, industrials, markets, and technology. The Morningstar® US Market Extended TR USD IndexSM is a broad-based free-float market capitalization weighted index comprised of U.S. large, mid, and small capitalization equity securities that span all sectors of the U.S. economy. It does not incorporate environmental, social and governance criteria into its methodology, nor is it an index comprised of equities of companies that could be considered as aiding the supply chain.

 

From February 14, 2023, the Fund’s inception date, through October 31, 2023 (the “Reporting Period”), the Fund’s market value return was -5.63% and its net asset value (“NAV”) return was -5.63%. The Benchmark returned 0.93% 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 $47.07.

 

The Fund posted positive NAV performance in three of the eight full months it was in existence during the Reporting Period, with returns ranging from -5.42% to 9.39%.

 

The best NAV performance months for the Fund were June and July, finishing up 9.39% and 1.57%, respectively. The worst NAV performance months for the Fund were September and October, finishing down -5.42% and -4.65%, respectively.

 

One of the five sectors in the Fund delivered positive returns during the Reporting Period. Information Technology was the strongest performing sector. Health Care, Consumer Discretionary, Industrials, and Materials were among the weakest performing sectors and underperformed the market during the Reporting Period.

 

7

Management’s Discussion of Fund Performance (Continued)

(Unaudited)

 

Investment Results: TCW Transform Supply Chain ETF (SUPP) (Continued)

 

Cumulative Total Returns as of 10/31/23

    Since
Inception*
TCW Transform Supply Chain ETF (SUPP)    
Net Asset Value   -5.63%
Market Value   -5.63%
Morningstar® US Market Extended TR USD IndexSM   0.93%

 

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 10/31/23 (At Net Asset Value)

 

 

* SUPP’s inception date is 2/14/23.

 

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.tcw.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.

 

This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on inception date. Assumes reinvestment of dividends and capital gains, but does not reflect the effect of any applicable sales charge or redemption fees. This chart does not imply any future performance.

 

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.

 

8

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 from May 1, 2023 until October 31, 2023.

 

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
5/1/2023
  Ending
Account Value
10/31/2023
  Annualized
Expense Ratios
for the Period
  Expenses Paid
During the
Period(a)
 
TCW Transform 500 ETF                  
Actual   $1,000.00   $1,018.83   0.05%   $0.25  
Hypothetical (5% return before expenses)   $1,000.00   $1,024.95   0.05%   $0.26  
                   
TCW Transform Systems ETF                  
Actual   $1,000.00   $1,025.84   0.75%   $3.83  
Hypothetical (5% return before expenses)   $1,000.00   $1,021.42   0.75%   $3.82  
                   
TCW Transform Supply Chain ETF                  
Actual   $1,000.00   $979.86   0.75%   $3.74  
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 (the number of days in the one-half year period), then divided by 365.

 

9

Sector Diversification (as a percentage of total investments)

October 31, 2023

 

TCW Transform 500 ETF (VOTE)   TCW Transform Systems ETF (NETZ)
 
     
TCW Transform Supply Chain ETF (SUPP)    
   

 

10

Schedule of Investments

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
COMMON STOCKS - 99.9%                
                 
Aerospace & Defense - 1.6%                
Axon Enterprise, Inc.*     1,055     $ 215,737  
Boeing Co.*     8,510       1,589,838  
General Dynamics Corp.     3,401       820,695  
HEICO Corp.     599       94,888  
HEICO Corp., Class A     1,136       144,420  
Howmet Aerospace, Inc.     5,870       258,867  
L3Harris Technologies, Inc.     2,836       508,807  
Lockheed Martin Corp.     3,364       1,529,409  
Northrop Grumman Corp.     2,136       1,006,974  
RTX Corp.     21,849       1,778,290  
Textron, Inc.     2,971       225,796  
TransDigm Group, Inc.*     830       687,315  
              8,861,036  
Air Freight & Logistics - 0.5%                
Expeditors International of Washington, Inc.     2,221       242,644  
FedEx Corp.     3,475       834,348  
United Parcel Service, Inc., Class B     10,858       1,533,692  
              2,610,684  
Automobile Components - 0.1%                
Aptiv plc*     4,244       370,077  
                 
Automobiles - 1.8%                
Ford Motor Co.     59,018       575,426  
General Motors Co.     20,658       582,556  
Lucid Group, Inc.*     13,295       54,775  
Tesla, Inc.*     41,455       8,325,822  
              9,538,579  
Banks - 2.9%                
Bank of America Corp.     103,782       2,733,618  
Citigroup, Inc.     28,906       1,141,498  
Citizens Financial Group, Inc.     7,093       166,189  
Fifth Third Bancorp     10,228       242,506  
First Citizens BancShares, Inc., Class A     179       247,152  
Huntington Bancshares, Inc.     21,713       209,530  
JPMorgan Chase & Co.     43,402       6,035,483  
M&T Bank Corp.     2,491       280,860  
PNC Financial Services Group, Inc. (The)     5,976       684,073  
Regions Financial Corp.     14,072       204,466  
Truist Financial Corp.     20,005       567,342  
US Bancorp     23,372       745,099  
Wells Fargo & Co.     54,932       2,184,646  
              15,442,462  
Investments   Shares     Value  
Beverages - 1.6%                
Brown-Forman Corp., Class B     2,750     $ 154,440  
Coca-Cola Co.     58,433       3,300,880  
Constellation Brands, Inc., Class A     2,422       567,111  
Keurig Dr Pepper, Inc.     15,092       457,740  
Monster Beverage Corp.*     11,171       570,838  
PepsiCo, Inc.     20,667       3,374,509  
              8,425,518  
Biotechnology - 2.2%                
AbbVie, Inc.     26,497       3,740,847  
Alnylam Pharmaceuticals, Inc.*     1,874       284,473  
Amgen, Inc.     8,032       2,053,783  
Biogen, Inc.*     2,175       516,650  
BioMarin Pharmaceutical, Inc.*     2,823       229,933  
Exact Sciences Corp.*     2,717       167,340  
Gilead Sciences, Inc.     18,710       1,469,483  
Incyte Corp.*     2,793       150,626  
Moderna, Inc.*     4,973       377,749  
Regeneron Pharmaceuticals, Inc.*     1,604       1,250,944  
Seagen, Inc.*     2,111       449,242  
Vertex Pharmaceuticals, Inc.*     3,874       1,402,814  
              12,093,884  
Broadline Retail - 3.6%                
Amazon.com, Inc.*     136,313       18,141,898  
Coupang, Inc., Class A*     17,147       291,499  
eBay, Inc.     7,989       313,408  
MercadoLibre, Inc.*     692       858,592  
              19,605,397  
Building Products - 0.4%                
Builders FirstSource, Inc.*     1,877       203,692  
Carrier Global Corp.     12,569       599,039  
Johnson Controls International plc     10,206       500,298  
Masco Corp.     3,373       175,700  
Trane Technologies plc     3,432       653,143  
              2,131,872  
Capital Markets - 2.8%                
Ameriprise Financial, Inc.     1,538       483,809  
Ares Management Corp., Class A     2,474       243,912  
Bank of New York Mellon Corp. (The)     11,695       497,038  
BlackRock, Inc., Class A     2,105       1,288,849  
Blackstone, Inc.     10,653       983,805  
Carlyle Group, Inc. (The)     3,236       89,119  
Charles Schwab Corp. (The)     22,315       1,161,273  
CME Group, Inc., Class A     5,399       1,152,471  
FactSet Research Systems, Inc.     572       247,041  
Goldman Sachs Group, Inc. (The)     4,949       1,502,566  

 

See accompanying Notes to Financial Statements.

 

11

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
Intercontinental Exchange, Inc.     8,594     $ 923,339  
KKR & Co., Inc.     9,717       538,322  
LPL Financial Holdings, Inc.     1,144       256,851  
Moody’s Corp.     2,369       729,652  
Morgan Stanley     19,153       1,356,415  
MSCI, Inc., Class A     1,185       558,787  
Nasdaq, Inc.     5,088       252,365  
Northern Trust Corp.     3,105       204,651  
Raymond James Financial, Inc.     2,817       268,854  
S&P Global, Inc.     4,888       1,707,426  
State Street Corp.     4,781       308,996  
T Rowe Price Group, Inc.     3,366       304,623  
              15,060,164  
Chemicals - 1.6%                
Air Products & Chemicals, Inc.     3,334       941,655  
Albemarle Corp.     1,762       223,386  
Celanese Corp., Class A     1,503       172,109  
CF Industries Holdings, Inc.     2,896       231,043  
Corteva, Inc.     10,655       512,932  
Dow, Inc.     10,558       510,374  
DuPont de Nemours, Inc.     6,889       502,070  
Eastman Chemical Co.     1,780       133,019  
Ecolab, Inc.     3,808       638,754  
FMC Corp.     1,869       99,431  
International Flavors & Fragrances, Inc.     3,829       261,712  
Linde plc     7,325       2,799,322  
LyondellBasell Industries NV, Class A     3,844       346,883  
Mosaic Co.     4,982       161,815  
PPG Industries, Inc.     3,537       434,237  
Sherwin-Williams Co.     3,550       845,646  
Westlake Corp.     483       55,719  
              8,870,107  
Commercial Services & Supplies - 0.5%                
Cintas Corp.     1,298       658,242  
Copart, Inc.*     13,040       567,501  
Republic Services, Inc., Class A     3,086       458,240  
Rollins, Inc.     4,219       158,677  
Waste Management, Inc.     5,534       909,402  
              2,752,062  
Communications Equipment - 0.9%                
Arista Networks, Inc.*     3,762       753,792  
Cisco Systems, Inc. (Delaware)     61,173       3,188,948  
Motorola Solutions, Inc.     2,510       698,935  
              4,641,675  
Investments   Shares     Value  
Construction & Engineering - 0.1%                
Quanta Services, Inc.     2,180     $ 364,322  
                 
Construction Materials - 0.1%                
Martin Marietta Materials, Inc.     928       379,496  
Vulcan Materials Co.     1,995       391,998  
              771,494  
Consumer Finance - 0.4%                
American Express Co.     8,732       1,275,134  
Capital One Financial Corp.     5,727       580,088  
Discover Financial Services     3,753       308,046  
Synchrony Financial     6,281       176,182  
              2,339,450  
Consumer Staples Distribution & Retail - 1.8%                
Costco Wholesale Corp.     6,653       3,675,383  
Dollar General Corp.     3,291       391,761  
Dollar Tree, Inc.*     3,143       349,156  
Kroger Co.     9,910       449,617  
Sysco Corp.     7,584       504,260  
Target Corp.     6,932       767,996  
Walgreens Boots Alliance, Inc.     10,759       226,800  
Walmart, Inc.     21,423       3,500,732  
              9,865,705  
Containers & Packaging - 0.2%                
Amcor plc     22,086       196,345  
Avery Dennison Corp.     1,210       210,625  
Ball Corp.     4,724       227,460  
Crown Holdings, Inc.     1,814       146,208  
International Paper Co.     5,190       175,059  
              955,697  
Distributors - 0.1%                
Genuine Parts Co.     2,107       271,508  
LKQ Corp.     4,012       176,207  
Pool Corp.     586       185,041  
              632,756  
Diversified REITs - 0.0%                
WP Carey, Inc.     3,206       172,002  
                 
Diversified Telecommunication Services - 0.7%                
AT&T, Inc.     107,332       1,652,913  
Verizon Communications, Inc.     63,117       2,217,300  
              3,870,213  
Electric Utilities - 1.5%                
American Electric Power Co., Inc.     7,731       584,000  
Avangrid, Inc.     1,045       31,214  
Constellation Energy Corp.     4,824       544,726  
Duke Energy Corp.     11,571       1,028,546  

 

See accompanying Notes to Financial Statements.

 

12

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
Edison International     5,748     $ 362,469  
Entergy Corp.     3,174       303,403  
Evergy, Inc.     3,450       169,533  
Eversource Energy     5,237       281,698  
Exelon Corp.     14,942       581,841  
FirstEnergy Corp.     7,741       275,580  
NextEra Energy, Inc.     30,381       1,771,212  
PG&E Corp.*     31,386       511,592  
PPL Corp.     11,066       271,892  
Southern Co.     16,373       1,101,903  
Xcel Energy, Inc.     8,279       490,696  
              8,310,305  
Electrical Equipment - 0.6%                
AMETEK, Inc.     3,465       487,768  
Eaton Corp. plc     5,991       1,245,589  
Emerson Electric Co.     8,579       763,274  
Hubbell, Inc., Class B     802       216,620  
Rockwell Automation, Inc.     1,724       453,084  
              3,166,335  
Electronic Equipment, Instruments & Components - 0.6%                
Amphenol Corp., Class A     8,958       721,567  
CDW Corp.     2,013       403,405  
Corning, Inc.     11,519       308,248  
Jabil, Inc.     1,966       241,425  
Keysight Technologies, Inc.*     2,679       326,972  
TE Connectivity Ltd.     4,715       555,663  
Teledyne Technologies, Inc.*     708       265,210  
Trimble, Inc.*     3,727       175,654  
Zebra Technologies Corp., Class A*     768       160,842  
              3,158,986  
Energy Equipment & Services - 0.4%                
Baker Hughes Co., Class A     15,151       521,497  
Halliburton Co.     13,490       530,697  
Schlumberger NV     21,336       1,187,562  
              2,239,756  
Entertainment - 1.2%                
Electronic Arts, Inc.     3,700       458,023  
Liberty Media Corp.-Liberty Formula One, Class A*     361       20,776  
Liberty Media Corp.-Liberty Formula One, Class C*     3,124       202,092  
Live Nation Entertainment, Inc.*     2,127       170,203  
Netflix, Inc.*     6,652       2,738,561  
ROBLOX Corp., Class A*     7,229       229,954  
Take-Two Interactive Software, Inc.*     2,372       317,255  
Walt Disney Co.*     27,469       2,241,196  
              6,378,060  
Investments   Shares     Value  
Financial Services - 4.4%                
Apollo Global Management, Inc.     6,555     $ 507,619  
Berkshire Hathaway, Inc., Class B*     27,378       9,344,932  
Block, Inc., Class A*     8,248       331,982  
Fidelity National Information Services, Inc.     8,893       436,735  
Fiserv, Inc.*     9,154       1,041,268  
FleetCor Technologies, Inc.*     1,111       250,164  
Global Payments, Inc.     3,904       414,683  
Mastercard, Inc., Class A     12,490       4,700,612  
PayPal Holdings, Inc.*     16,488       854,078  
Visa, Inc., Class A     24,123       5,671,317  
              23,553,390  
Food Products - 0.9%                
Archer-Daniels-Midland Co.     8,050       576,138  
Bunge Ltd.     2,262       239,727  
Campbell Soup Co.     2,950       119,210  
Conagra Brands, Inc.     7,174       196,281  
General Mills, Inc.     8,783       573,003  
Hershey Co.     2,250       421,538  
Hormel Foods Corp.     4,352       141,658  
J M Smucker Co.     1,531       174,289  
Kellanova     3,963       200,013  
Kraft Heinz Co.     11,990       377,205  
Lamb Weston Holdings, Inc.     2,188       196,482  
McCormick & Co., Inc.     3,774       241,159  
Mondelez International, Inc., Class A     20,426       1,352,404  
Tyson Foods, Inc., Class A     4,285       198,610  
              5,007,717  
Gas Utilities - 0.0%                
Atmos Energy Corp.     2,228       239,866  
                 
Ground Transportation - 1.0%                
CSX Corp.     30,115       898,933  
JB Hunt Transport Services, Inc.     1,228       211,056  
Norfolk Southern Corp.     3,409       650,403  
Old Dominion Freight Line, Inc.     1,343       505,854  
Uber Technologies, Inc.*     30,681       1,327,874  
Union Pacific Corp.     9,152       1,900,047  
              5,494,167  
Health Care Equipment & Supplies - 2.4%                
Abbott Laboratories     26,051       2,463,122  
Align Technology, Inc.*     1,070       197,511  
Baxter International, Inc.     7,594       246,273  
Becton Dickinson & Co.     4,356       1,101,110  
Boston Scientific Corp.*     21,978       1,125,054  
Cooper Cos, Inc. (The)     744       231,942  

 

See accompanying Notes to Financial Statements.

 

13

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
Dexcom, Inc.*     5,822     $ 517,168  
Edwards Lifesciences Corp.*     9,126       581,509  
GE HealthCare Technologies, Inc.     5,872       390,899  
Hologic, Inc.*     3,680       243,506  
IDEXX Laboratories, Inc.*     1,247       498,139  
Insulet Corp.*     1,051       139,331  
Intuitive Surgical, Inc.*     5,276       1,383,473  
Medtronic plc     19,988       1,410,353  
ResMed, Inc.     2,205       311,390  
STERIS plc     1,482       311,190  
Stryker Corp.     5,075       1,371,367  
Teleflex, Inc.     706       130,434  
Zimmer Biomet Holdings, Inc.     3,135       327,325  
              12,981,096  
Health Care Providers & Services - 3.1%                
Cardinal Health, Inc.     3,822       347,802  
Cencora, Inc.     2,503       463,430  
Centene Corp.*     8,124       560,394  
Cigna Group (The)     4,442       1,373,466  
CVS Health Corp.     19,282       1,330,651  
Elevance Health, Inc.     3,537       1,591,969  
HCA Healthcare, Inc.     3,019       682,717  
Humana, Inc.     1,860       974,063  
Laboratory Corp. of America Holdings     1,328       265,241  
McKesson Corp.     2,026       922,559  
Molina Healthcare, Inc.*     877       291,997  
Quest Diagnostics, Inc.     1,682       218,828  
UnitedHealth Group, Inc.     13,908       7,448,569  
              16,471,686  
Health Care REITs - 0.2%                
Healthpeak Properties, Inc.     8,222       127,852  
Ventas, Inc.     6,039       256,416  
Welltower, Inc.     7,784       650,820  
              1,035,088  
Health Care Technology - 0.1%                
Veeva Systems, Inc., Class A*     2,187       421,457  
                 
Hotels, Restaurants & Leisure - 2.1%                
Airbnb, Inc., Class A*     6,401       757,174  
Booking Holdings, Inc.*     536       1,495,204  
Carnival Corp.*     15,113       173,195  
Chipotle Mexican Grill, Inc., Class A*     413       802,129  
Darden Restaurants, Inc.     1,816       264,282  
Domino’s Pizza, Inc.     527       178,648  
DoorDash, Inc., Class A*     4,497       337,050  
Expedia Group, Inc.*     2,070       197,250  
Hilton Worldwide Holdings, Inc.     3,923       594,452  
Investments   Shares     Value  
Las Vegas Sands Corp.     4,933     $ 234,120  
Marriott International, Inc., Class A     3,761       709,174  
McDonald’s Corp.     10,940       2,868,141  
MGM Resorts International     4,221       147,397  
Royal Caribbean Cruises Ltd.*     3,538       299,775  
Starbucks Corp.     17,194       1,585,975  
Yum! Brands, Inc.     4,207       508,458  
              11,152,424  
Household Durables - 0.3%                
DR Horton, Inc.     4,574       477,526  
Garmin Ltd.     2,296       235,409  
Lennar Corp., Class A     3,791       404,424  
Lennar Corp., Class B     199       19,623  
NVR, Inc.*     48       259,806  
PulteGroup, Inc.     3,295       242,479  
              1,639,267  
Household Products - 1.4%                
Church & Dwight Co., Inc.     3,691       335,660  
Clorox Co.     1,856       218,451  
Colgate-Palmolive Co.     12,407       932,014  
Kimberly-Clark Corp.     5,078       607,532  
Procter & Gamble Co.     35,388       5,309,261  
              7,402,918  
Independent Power & Renewable Electricity Producers - 0.0%                
AES Corp. (The)     10,068       150,013  
                 
Industrial Conglomerates - 0.8%                
3M Co.     8,283       753,339  
General Electric Co.     16,342       1,775,231  
Honeywell International, Inc.     9,967       1,826,553  
              4,355,123  
Industrial REITs - 0.3%                
Prologis, Inc.     13,866       1,397,000  
                 
Insurance - 2.2%                
Aflac, Inc.     8,114       633,785  
Allstate Corp. (The)     3,923       502,654  
American International Group, Inc.     10,689       655,343  
Aon plc, Class A     3,048       943,051  
Arch Capital Group Ltd.*     5,594       484,888  
Arthur J Gallagher & Co.     3,237       762,281  
Brown & Brown, Inc.     3,534       245,330  
Chubb Ltd.     6,169       1,323,991  
Cincinnati Financial Corp.     2,357       234,922  
Everest Group Ltd.     652       257,944  
Hartford Financial Services Group, Inc. (The)     4,589       337,062  

 

See accompanying Notes to Financial Statements.

 

14

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
Markel Group, Inc.*     199     $ 292,633  
Marsh & McLennan Cos, Inc.     7,412       1,405,686  
MetLife, Inc.     9,488       569,375  
Principal Financial Group, Inc.     3,340       226,051  
Progressive Corp. (The)     8,789       1,389,453  
Prudential Financial, Inc.     5,454       498,714  
Travelers Cos, Inc. (The)     3,439       575,826  
W R Berkley Corp.     3,058       206,170  
Willis Towers Watson plc     1,576       371,763  
              11,916,922  
Interactive Media & Services - 5.8%                
Alphabet, Inc., Class A*     89,069       11,051,681  
Alphabet, Inc., Class C*     75,765       9,493,355  
Match Group, Inc.*     4,172       144,351  
Meta Platforms, Inc., Class A*     33,365       10,051,873  
Pinterest, Inc., Class A*     8,737       261,062  
Snap, Inc., Class A*     15,233       152,482  
              31,154,804  
IT Services - 1.5%                
Accenture plc, Class A     9,468       2,812,849  
Akamai Technologies, Inc.*     2,280       235,592  
Cloudflare, Inc., Class A*     4,391       248,926  
Cognizant Technology Solutions Corp., Class A     7,585       489,005  
EPAM Systems, Inc.*     870       189,286  
Gartner, Inc.*     1,183       392,803  
GoDaddy, Inc., Class A*     2,201       161,179  
International Business Machines Corp.     13,675       1,977,952  
MongoDB, Inc., Class A*     1,061       365,610  
Snowflake, Inc., Class A*     4,896       710,556  
VeriSign, Inc.*     1,347       268,942  
              7,852,700  
Life Sciences Tools & Services - 1.3%                
Agilent Technologies, Inc.     4,432       458,136  
Avantor, Inc.*     10,142       176,775  
Bio-Rad Laboratories, Inc., Class A*     316       86,988  
Danaher Corp.     9,869       1,895,045  
Illumina, Inc.*     2,379       260,310  
IQVIA Holdings, Inc.*     2,749       497,102  
Mettler-Toledo International, Inc.*     329       324,131  
Revvity, Inc.     1,863       154,350  
Thermo Fisher Scientific, Inc.     5,792       2,576,108  
Waters Corp.*     887       211,576  
West Pharmaceutical Services, Inc.     1,109       352,984  
              6,993,505  
Investments   Shares     Value  
Machinery - 1.6%                
Caterpillar, Inc.     7,660     $ 1,731,542  
Cummins, Inc.     2,129       460,503  
Deere & Co.     4,091       1,494,687  
Dover Corp.     2,100       272,895  
Fortive Corp.     5,284       344,940  
IDEX Corp.     1,134       217,059  
Illinois Tool Works, Inc.     4,130       925,616  
Ingersoll Rand, Inc.     6,072       368,449  
Otis Worldwide Corp.     6,184       477,467  
PACCAR, Inc.     7,848       647,695  
Parker-Hannifin Corp.     1,925       710,152  
Stanley Black & Decker, Inc.     2,304       195,955  
Westinghouse Air Brake Technologies Corp.     2,692       285,406  
Xylem, Inc./NY     3,616       338,241  
              8,470,607  
Media - 0.8%                
Charter Communications, Inc., Class A*     1,527       615,076  
Comcast Corp., Class A     61,782       2,550,979  
Fox Corp., Class A     3,816       115,968  
Fox Corp., Class B     1,977       55,178  
Liberty Broadband Corp., Class A*     248       20,663  
Liberty Broadband Corp., Class C*     1,718       143,127  
Omnicom Group, Inc.     2,966       222,183  
Paramount Global, Class B     7,228       78,641  
Sirius XM Holdings, Inc.††     9,819       42,025  
Trade Desk, Inc. (The), Class A*     6,700       475,432  
              4,319,272  
Metals & Mining - 0.5%                
Freeport-McMoRan, Inc.     21,517       726,844  
Newmont Corp.     17,300       648,231  
Nucor Corp.     3,733       551,700  
Reliance Steel & Aluminum Co.     879       223,600  
Southern Copper Corp.     1,274       90,327  
Steel Dynamics, Inc.     2,338       249,020  
              2,489,722  
Multi-Utilities - 0.7%                
Ameren Corp.     3,944       298,600  
CenterPoint Energy, Inc.     9,486       254,984  
CMS Energy Corp.     4,383       238,172  
Consolidated Edison, Inc.     5,180       454,752  
Dominion Energy, Inc.     12,555       506,218  
DTE Energy Co.     3,096       298,392  
Public Service Enterprise Group, Inc.     7,493       461,943  

 

See accompanying Notes to Financial Statements.

 

15

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
Sempra     9,444     $ 661,364  
WEC Energy Group, Inc.     4,738       385,626  
              3,560,051  
Office REITs - 0.0%                
Alexandria Real Estate Equities, Inc.     2,337       217,645  
                 
Oil, Gas & Consumable Fuels - 4.2%                
APA Corp.     4,614       183,268  
Cheniere Energy, Inc.     3,614       601,442  
Chevron Corp.     26,637       3,881,809  
ConocoPhillips     17,977       2,135,667  
Coterra Energy, Inc.     11,371       312,703  
Devon Energy Corp.     9,617       447,864  
Diamondback Energy, Inc.     2,687       430,780  
EOG Resources, Inc.     8,742       1,103,678  
EQT Corp.     5,433       230,251  
Exxon Mobil Corp.     59,748       6,324,325  
Hess Corp.     4,149       599,116  
Kinder Morgan, Inc.     29,117       471,695  
Marathon Oil Corp.     9,088       248,193  
Marathon Petroleum Corp.     6,005       908,256  
Occidental Petroleum Corp.     9,963       615,813  
ONEOK, Inc.     8,746       570,239  
Phillips 66     6,683       762,330  
Pioneer Natural Resources Co.     3,500       836,500  
Targa Resources Corp.     3,354       280,428  
Texas Pacific Land Corp.     95       175,365  
Valero Energy Corp.     5,303       673,481  
Williams Cos, Inc. (The)     18,259       628,110  
              22,421,313  
Passenger Airlines - 0.1%                
Delta Air Lines, Inc.     9,668       302,125  
Southwest Airlines Co.     8,940       198,736  
United Airlines Holdings, Inc.*     4,926       172,459  
              673,320  
Personal Care Products - 0.1%                
Estee Lauder Cos, Inc. (The), Class A     3,482       448,725  
                 
Pharmaceuticals - 4.0%                
Bristol-Myers Squibb Co.     31,359       1,615,929  
Eli Lilly & Co.     11,971       6,631,096  
Johnson & Johnson     36,148       5,362,194  
Merck & Co., Inc.     38,091       3,911,946  
Pfizer, Inc.     84,752       2,590,021  
Royalty Pharma plc, Class A     5,802       155,900  
Viatris, Inc.     18,010       160,289  
Zoetis, Inc., Class A     6,911       1,085,027  
              21,512,402  
Investments   Shares     Value  
Professional Services - 0.7%                
Automatic Data Processing, Inc.     6,186     $ 1,349,909  
Broadridge Financial Solutions, Inc.     1,777       303,227  
Equifax, Inc.     1,842       312,348  
Jacobs Solutions, Inc.     1,889       251,804  
Leidos Holdings, Inc.     2,062       204,385  
Paychex, Inc.     4,814       534,595  
Paycom Software, Inc.     740       181,278  
SS&C Technologies Holdings, Inc.     3,238       162,710  
TransUnion     2,906       127,515  
Verisk Analytics, Inc., Class A     2,178       495,190  
              3,922,961  
Real Estate Management & Development - 0.1%                
CBRE Group, Inc., Class A*     4,653       322,639  
CoStar Group, Inc.*     6,129       449,930  
              772,569  
Residential REITs - 0.3%                
AvalonBay Communities, Inc.     2,133       353,524  
Equity Residential     5,180       286,609  
Essex Property Trust, Inc.     962       205,791  
Invitation Homes, Inc.     8,633       256,314  
Mid-America Apartment Communities, Inc.     1,752       206,999  
Sun Communities, Inc.     1,868       207,796  
              1,517,033  
Retail REITs - 0.2%                
Realty Income Corp.     10,638       504,028  
Simon Property Group, Inc.     4,912       539,780  
              1,043,808  
Semiconductors & Semiconductor Equipment - 7.2%                
Advanced Micro Devices, Inc.*     24,257       2,389,315  
Analog Devices, Inc.     7,528       1,184,380  
Applied Materials, Inc.     12,608       1,668,669  
Broadcom, Inc.     6,197       5,213,970  
Enphase Energy, Inc.*     2,047       162,900  
Entegris, Inc.     2,247       197,826  
First Solar, Inc.*     1,604       228,490  
Intel Corp.     62,870       2,294,755  
KLA Corp.     2,052       963,824  
Lam Research Corp.     2,001       1,177,028  
Marvell Technology, Inc.     12,910       609,610  
Microchip Technology, Inc.     8,169       582,368  
Micron Technology, Inc.     16,443       1,099,543  
Monolithic Power Systems, Inc.     717       316,728  
NVIDIA Corp.     37,083       15,122,447  
NXP Semiconductors NV     3,869       667,132  

 

See accompanying Notes to Financial Statements.

 

16

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
ON Semiconductor Corp.*     6,478     $ 405,782  
Qorvo, Inc.*     1,472       128,682  
QUALCOMM, Inc.     16,752       1,825,800  
Skyworks Solutions, Inc.     2,394       207,656  
Teradyne, Inc.     2,316       192,853  
Texas Instruments, Inc.     13,630       1,935,596  
              38,575,354  
Software - 11.3%                
Adobe, Inc.*     6,842       3,640,354  
ANSYS, Inc.*     1,302       362,295  
Aspen Technology, Inc.*     425       75,544  
Atlassian Corp., Class A*     2,278       411,498  
Autodesk, Inc.*     3,205       633,404  
Cadence Design Systems, Inc.*     4,080       978,588  
Crowdstrike Holdings, Inc., Class A*     3,364       594,654  
Datadog, Inc., Class A*     4,484       365,311  
DocuSign, Inc., Class A*     3,046       118,428  
Fair Isaac Corp.*     373       315,510  
Fortinet, Inc.*     9,788       559,580  
Gen Digital, Inc.     8,463       140,994  
HubSpot, Inc.*     751       318,251  
Intuit, Inc.     4,205       2,081,265  
Microsoft Corp.     111,541       37,713,127  
Oracle Corp.     23,631       2,443,445  
Palantir Technologies, Inc., Class A*     28,565       422,762  
Palo Alto Networks, Inc.*     4,591       1,115,705  
PTC, Inc.*     1,785       250,650  
Roper Technologies, Inc.     1,603       783,178  
Salesforce, Inc.*     14,622       2,936,535  
ServiceNow, Inc.*     3,064       1,782,788  
Splunk, Inc.*     2,287       336,555  
Synopsys, Inc.*     2,283       1,071,732  
Tyler Technologies, Inc.*     630       234,927  
Unity Software, Inc.*     3,623       91,916  
VMware, Inc., Class A*††     3,297       480,208  
Workday, Inc., Class A*     3,090       654,184  
Zoom Video Communications, Inc., Class A*     3,762       225,645  
Zscaler, Inc.*     1,312       208,201  
              61,347,234  
Specialized REITs - 1.1%                
American Tower Corp.     6,997       1,246,794  
Crown Castle, Inc.     6,510       605,300  
Digital Realty Trust, Inc.     4,546       565,341  
Equinix, Inc.     1,405       1,025,144  
Extra Space Storage, Inc.     3,172       328,587  
Investments   Shares     Value  
Iron Mountain, Inc.     4,379     $ 258,668  
Public Storage     2,377       567,414  
SBA Communications Corp., Class A     1,627       339,441  
VICI Properties, Inc., Class A     15,214       424,471  
Weyerhaeuser Co.     10,969       314,701  
              5,675,861  
Specialty Retail - 2.0%                
AutoZone, Inc.*     271       671,302  
Best Buy Co., Inc.     2,913       194,647  
Burlington Stores, Inc.*     970       117,399  
CarMax, Inc.*     2,373       144,967  
Home Depot, Inc. (The)     15,092       4,296,540  
Lowe’s Cos, Inc.     8,799       1,676,825  
O’Reilly Automotive, Inc.*     907       843,909  
Ross Stores, Inc.     5,115       593,187  
TJX Cos, Inc. (The)     17,255       1,519,648  
Tractor Supply Co.     1,635       314,836  
Ulta Beauty, Inc.*     747       284,839  
              10,658,099  
Technology Hardware, Storage & Peripherals - 7.3%                
Apple, Inc.     220,629       37,676,813  
Dell Technologies, Inc., Class C     3,803       254,459  
Hewlett Packard Enterprise Co.     19,376       298,003  
HP, Inc.     13,025       342,947  
NetApp, Inc.     3,160       229,985  
Seagate Technology Holdings plc     2,898       197,789  
Western Digital Corp.*     4,806       192,961  
              39,192,957  
Textiles, Apparel & Luxury Goods - 0.5%                
Lululemon Athletica, Inc.*     1,735       682,688  
NIKE, Inc., Class B     18,391       1,890,043  
              2,572,731  
Tobacco - 0.6%                
Altria Group, Inc.     26,645       1,070,330  
Philip Morris International, Inc.     23,305       2,077,873  
              3,148,203  
Trading Companies & Distributors - 0.3%                
Fastenal Co.     8,575       500,266  
Ferguson plc     3,069       460,964  
United Rentals, Inc.     1,026       416,833  
WW Grainger, Inc.     669       488,256  
              1,866,319  

 

See accompanying Notes to Financial Statements.

 

17

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Investments   Shares     Value  
Water Utilities - 0.1%                
American Water Works Co., Inc.     2,923     $ 343,891  
                 
Wireless Telecommunication Services - 0.2%                
T-Mobile US, Inc.*     7,769       1,117,648  
                 
Total Common Stocks
(Cost $552,005,003)
            537,715,466  
                 
Securities Lending Reinvestment†††                
Money Market Fund - 0.1%                
Fidelity Investments Money Market Treasury Portfolio - Institutional Class, 5.27%††††
(Cost $425,118)
    425,118       425,118  

 

    Principal        
Short-Term Investments - 0.0%                
Time Deposit - 0.0%                
Sumitomo Mitsui Banking Corp., Tokyo 4.68% 11/1/2023
(Cost $261,056)
  $ 261,056       261,056  
                 
Total Investments - 100.0%
(Cost $552,691,177)
          $ 538,401,640  
Liabilities in Excess of Other Assets - 0.0%             (234,580 )
Net Assets - 100.0%           $ 538,167,060  

 

* Non-income producing security.
Represents less than 0.05%.
†† The security or a portion of this security is on loan at October 31, 2023. The total value of securities on loan at October 31, 2023 was $412,609, collateralized in the form of cash with a value of $425,118 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Investments. The total value of collateral is $425,118.
††† The security was purchased with cash collateral held from securities on loan at October 31, 2023. The total value of securities purchased was $425,118.
†††† 7-day net yield.

 

See accompanying Notes to Financial Statements.

 

18

Schedule of Investments (Continued)

TCW Transform 500 ETF

 

October 31, 2023

 

Futures Contracts Purchased

 

TCW Transform 500 ETF had the following open long futures contracts as of October 31, 2023:

 

    Number of
Contracts
  Expiration
Date
  Trading
Currency
  Notional
Amount
  Value and
Unrealized
Depreciation
S&P 500 Micro E-Mini Index   21   12/15/2023   USD   $442,286   $(10,277)

 

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 inputs as of October 31, 2023 for the Fund based upon the three levels defined above:

 

TCW Transform 500 ETF   Level 1     Level 2     Level 3     Total  
Investments                                
Assets                                
Common Stocks*   $ 537,715,466     $ -     $ -     $ 537,715,466  
Money Market Fund     425,118       -       -       425,118  
Short-Term Investments                                
Time Deposit     261,056       -       -       261,056  
Total Investments   $ 538,401,640     $ -     $ -     $ 538,401,640  
                                 
Other Financial Instruments                                
Liabilities                                
Futures Contracts**   $ (10,277 )   $ -     $ -     $ (10,277 )
Total Other Financial Instruments   $ (10,277 )   $ -     $ -     $ (10,277 )

 

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

 

See accompanying Notes to Financial Statements.

 

19

Schedule of Investments

TCW Transform Systems ETF

 

October 31, 2023

 

Investments   Shares     Value  
COMMON STOCKS - 96.2%                
                 
Aerospace & Defense - 12.9%                
Airbus SE     61,257     $ 8,184,969  
Safran S.A.     50,737       7,892,742  
              16,077,711  
Building Products - 2.0%                
Trane Technologies plc     12,896       2,454,238  
                 
Commercial Services & Supplies - 13.8%                
Republic Services, Inc., Class A     74,042       10,994,496  
Waste Management, Inc.     37,083       6,093,849  
              17,088,345  
Construction & Engineering - 4.6%                
WillScot Mobile Mini Holdings Corp.*     146,538       5,775,063  
                 
Electrical Equipment - 11.4%                
Hubbell, Inc., Class B     5,658       1,528,226  
nVent Electric plc     32,906       1,583,766  
Rockwell Automation, Inc.     10,080       2,649,125  
Schneider Electric SE     8,017       1,229,835  
Vertiv Holdings Co., Class A     182,364       7,161,433  
              14,152,385  
Ground Transportation - 12.5%                
Canadian Pacific Kansas City Ltd.     79,369       5,632,818  
Union Pacific Corp.     47,649       9,892,409  
              15,525,227  
Independent Power & Renewable Electricity Producers - 1.4%                
Vistra Corp.     53,962       1,765,637  
                 
Industrial Conglomerates - 6.6%                
General Electric Co.     75,901       8,245,126  
                 
Machinery - 3.0%                
Caterpillar, Inc.     4,329       978,570  
Deere & Co.     4,880       1,782,957  
Sandvik AB     58,955       1,001,381  
              3,762,908  
Oil, Gas & Consumable Fuels - 16.0%                
Diamondback Energy, Inc.     37,802       6,060,416  
Exxon Mobil Corp.     57,154       6,049,751  
Occidental Petroleum Corp.     97,946       6,054,042  
Pioneer Natural Resources Co.     6,595       1,576,205  
              19,740,414  
Investments   Shares     Value  
Semiconductors & Semiconductor Equipment - 5.1%                
Applied Materials, Inc.     35,059     $ 4,640,059  
First Solar, Inc.*     12,078       1,720,511  
              6,360,570  
Software - 6.9%                
Microsoft Corp.     25,442       8,602,195  
                 
Total Common Stocks
(Cost $118,723,370)
            119,549,819  

 

    Principal        
Short-Term Investments - 0.2%                
Time Deposit - 0.2%                
Citibank, New York 4.68% 11/1/2023
(Cost $199,408)
  $ 199,408       199,408  
                 
Total Investments - 96.4%
(Cost $118,922,778)
          $ 119,749,227  
Other Assets Less Liabilities - 3.6%             4,455,719  
Net Assets - 100.0%           $ 124,204,946  

 

* Non-income producing security.

 

TCW Transform Systems ETF invested, as a percentage of net assets, in the following countries as of October 31, 2023:

 

United States     73.7 %
France     13.9 %
Canada     4.5 %
Ireland     2.0 %
United Kingdom     1.3 %
Sweden     0.8 %
Other(1)     3.8 %
Total     100.0 %

 

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

 

See accompanying Notes to Financial Statements.

 

20

Schedule of Investments (Continued)

TCW Transform Systems ETF

 

October 31, 2023

 

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 inputs as of October 31, 2023 for the Fund based upon the three levels defined above:

 

TCW Transform Systems ETF   Level 1     Level 2     Level 3     Total  
Investments                                
Assets                                
Common Stocks*   $ 119,549,819     $ -     $ -     $ 119,549,819  
Short-Term Investments                                
Time Deposit     199,408       -       -       199,408  
Total Investments   $ 119,749,227     $ -     $ -     $ 119,749,227  

 

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

 

See accompanying Notes to Financial Statements.

 

21

Schedule of Investments

TCW Transform Supply Chain ETF

 

October 31, 2023

 

Investments   Shares     Value  
COMMON STOCKS - 96.4%                
                 
Building Products - 4.6%                
Advanced Drainage Systems, Inc.     2,577     $ 275,301  
Trane Technologies plc     813       154,722  
              430,023  
Commercial Services & Supplies - 14.9%                
GFL Environmental, Inc.     16,073       463,224  
Waste Management, Inc.     5,691       935,202  
              1,398,426  
Construction & Engineering - 7.7%                
WillScot Mobile Mini Holdings Corp.*     18,345       722,976  
                 
Construction Materials - 12.1%                
Martin Marietta Materials, Inc.     1,808       739,363  
Vulcan Materials Co.     2,053       403,394  
              1,142,757  
Electrical Equipment - 6.3%                
Emerson Electric Co.     4,122       366,734  
Rockwell Automation, Inc.     850       223,389  
              590,123  
Ground Transportation - 16.2%                
Canadian Pacific Kansas City Ltd.     5,287       375,218  
CSX Corp.     24,830       741,176  
Saia, Inc.*     1,155       414,056  
              1,530,450  
Industrial Conglomerates - 1.5%                
Siemens AG     1,037       137,112  
                 
Life Sciences Tools & Services - 3.2%                
Agilent Technologies, Inc.     2,957       305,665  
                 
Semiconductors & Semiconductor Equipment - 18.8%                
First Solar, Inc.*     1,200       170,940  
Lam Research Corp.     830       488,224  
Micron Technology, Inc.     5,186       346,788  
NVIDIA Corp.     796       324,609  
Taiwan Semiconductor Manufacturing
Co. Ltd. ADR
    5,211       449,761  
              1,780,322  
Trading Companies & Distributors - 11.1%                
Ferguson plc     3,070       461,113  
United Rentals, Inc.     629       255,544  
WESCO International, Inc.     2,563       328,577  
              1,045,234  
Total Common Stocks                
(Cost $9,529,913)             9,083,088  
Investments   Principal     Value  
Short-Term Investments - 3.6%                
Time Deposit - 3.6%                
Citibank, New York 4.68% 11/1/2023                
(Cost $335,175)   $ 335,175     $ 335,175  
                 
Total Investments - 100.0%                
(Cost $9,865,088)           $ 9,418,263  
Liabilities in Excess of Other Assets - 0.0%             (3,508 )
Net Assets - 100.0%           $ 9,414,755  

 

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

 

TCW Transform Supply Chain ETF invested, as a percentage of net assets, in the following countries as of October 31, 2023:

 

United States     74.8 %
Canada     8.9 %
United Kingdom     4.9 %
Taiwan     4.8 %
Ireland     1.6 %
Germany     1.5 %
Other(1)     3.5 %
Total     100.0 %

 

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

 

See accompanying Notes to Financial Statements.

 

22

Schedule of Investments (Continued)

TCW Transform Supply Chain ETF

 

October 31, 2023

 

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 inputs as of October 31, 2023 for the Fund based upon the three levels defined above:

 

TCW Transform Supply Chain ETF   Level 1     Level 2     Level 3     Total  
Investments                                
Assets                                
Common Stocks*   $ 9,083,088     $ -     $ -     $ 9,083,088  
Short-Term Investments                                
Time Deposit     335,175       -       -       335,175  
Total Investments   $ 9,418,263     $ -     $ -     $ 9,418,263  

 

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

 

See accompanying Notes to Financial Statements.

 

23

Statements of Assets and Liabilities

 

October 31, 2023

 

    TCW
Transform 500
ETF
    TCW
Transform
Systems
ETF
    TCW
Transform
Supply Chain
ETF
 
ASSETS:                        
Investments in securities at value (Note 2)   $ 538,401,640 (1)    $ 119,749,227     $ 9,418,263  
Segregated cash balance with broker for future contracts     41,072       -       -  
Receivables:                        
Dividends and interest     368,645       18,473       2,727  
Capital shares sold     8,774,462       5,045,774       -  
Securities lending income     737       -       -  
Investment securities sold     -       1,500,469       -  
Reclaims     3,392       10,172       -  
Total Assets     547,589,948       126,324,115       9,420,990  
                         
LIABILITIES:                        
Payables:                        
Investment securities purchased     8,964,977       1,024,861       -  
Capital shares purchased     -       1,009,802       -  
Management fees (Note 3)     22,516       84,506       6,235  
Unrealized depreciation on futures contracts     10,277       -       -  
Collateral on securities loaned at value (Note 2)     425,118       -       -  
Total Liabilities     9,422,888       2,119,169       6,235  
                         
NET ASSETS   $ 538,167,060     $ 124,204,946     $ 9,414,755  
                         
NET ASSETS CONSIST OF:                        
Paid-in capital   $ 561,630,450     $ 141,340,095     $ 10,284,082  
Total distributable earnings (accumulated loss)     (23,463,390 )     (17,135,149 )     (869,327 )
                         
NET ASSETS   $ 538,167,060     $ 124,204,946     $ 9,414,755  
Shares outstanding     11,040,000       2,460,000       200,000  
Net asset value, per share   $ 48.75     $ 50.49     $ 47.07  
Investment in securities at cost   $ 552,691,177     $ 118,922,778     $ 9,865,088  

 

(1) Includes securities on loan with value of $412,609.

 

See accompanying Notes to Financial Statements.

 

24

Statements of Operations

 

For the Year/Period Ended October 31, 2023

 

    TCW
Transform 500
ETF
    TCW
Transform
Systems
ETF
    TCW
Transform
Supply Chain
ETF*
 
INVESTMENT INCOME:                        
Dividend income   $ 7,155,209     $ 1,475,430     $ 72,230  
Special dividends (Note 2)     -       53,440       -  
Interest income     12,373       219,726       13,010  
Securities lending income (Note 2)     6,077       29       -  
Other income     395       -       173  
Foreign withholding tax on dividends     (2,133 )     (58,094 )     (2,346 )
Total Income     7,171,921       1,690,531       83,067  
                         
EXPENSES:                        
Management fees (Note 3)     223,704       821,053       53,370  
Total Expenses     223,704       821,053       53,370  
Net Investment Income (Loss)(1)     6,948,217       869,478       29,697  
                         
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:                        
Net realized gain (loss) on:                        
Investments in securities     (5,323,527 )     (8,112,377 )     (425,688 )
Foreign currency transactions     -       (9,055 )     851  
In-kind redemptions of investments     1,578,610       10,045,877       279,207  
Expiration or closing of futures contracts     59,209       -       -  
Net realized gain (loss)     (3,685,708 )     1,924,445       (145,630 )
                         
Change in unrealized appreciation (depreciation) on:                        
Investments in securities     34,000,960       (1,918,797 )     (446,825 )
Translation of assets and liabilities denominated in foreign currencies     -       (85 )     -  
Future contracts     (23,063 )     -       -  
Change in unrealized appreciation (depreciation)     33,977,897       (1,918,882 )     (446,825 )
Net realized and unrealized gain (loss) on investments     30,292,189       5,563       (592,455 )
Net Increase (Decrease) in Net Assets Resulting From Operations   $ 37,240,406     $ 875,041     $ (562,758 )

 

* The Fund commenced investment operations on February 14, 2023.
(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.

 

25

Statements of Changes in Net Assets

 

    TCW
Transform 500
ETF
    TCW
Transform Systems
ETF*
 
    For the
Year Ended
October 31,
2023
    For the
Year Ended
October 31,
2022
    For the
Year Ended
October 31,
2023
    For the
Period Ended
October 31,
2022
 
OPERATIONS:                                
Net investment income (loss)(1)   $ 6,948,217     $ 4,568,747     $ 869,478     $ 571,787  
Net realized gain (loss) on investments     (3,685,708 )     890,579       1,924,445       (2,279,286 )
Net change in unrealized appreciation (depreciation) on investments     33,977,897       (61,500,007 )     (1,918,882 )     2,745,246  
Net increase (decrease) in net assets resulting from operations     37,240,406       (56,040,681 )     875,041       1,037,747  
                                 
DISTRIBUTIONS TO SHAREHOLDERS:                                
Distributions from distributable earnings     (6,793,601 )     (4,132,626 )     (878,542 )     (549,932 )
                                 
CAPITAL TRANSACTIONS:                                
Proceeds from shares sold     156,383,120       225,545,494       94,574,289       139,659,859 (2) 
Cost of shares redeemed     (6,088,518 )     (43,380,822 )     (60,648,547 )     (49,864,969 )(2) 
Net increase (decrease) in net assets from capital transactions     150,294,602       182,164,672       33,925,742       89,794,890  
Increase (decrease) in net assets     180,741,407       121,991,365       33,922,241       90,282,705  
                                 
NET ASSETS:                                
Beginning of year/period     357,425,653       235,434,288       90,282,705       -  
End of year/period   $ 538,167,060     $ 357,425,653     $ 124,204,946     $ 90,282,705  
                                 
CHANGES IN SHARES OUTSTANDING:                                
Shares outstanding, beginning of year/period     7,980,000       4,320,000       1,800,000       -  
Shares sold     3,180,000       4,560,000       1,860,000       2,800,001 (2) 
Shares redeemed     (120,000 )     (900,000 )     (1,200,000 )     (1,000,001 )(2) 
Shares outstanding, end of year/period     11,040,000       7,980,000       2,460,000       1,800,000  

 

* 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 $50 was contributed by Fund Management at Engine No. 1 LLC, former investment adviser to the Fund, in exchange for 1 Share of the Fund in connection with the seeding of the Fund. The Share was redeemed by the adviser on the commencement of investment operations on February 2, 2022.

 

See accompanying Notes to Financial Statements.

 

26

Statements of Changes in Net Assets (Continued)

 

    TCW
Transform
Supply Chain
ETF*
 
    For the
Period Ended
October 31,
2023
 
OPERATIONS:        
Net investment income (loss)(1)   $ 29,697  
Net realized gain (loss) on investments     (145,630 )
Net change in unrealized appreciation (depreciation) on investments     (446,825 )
Net increase (decrease) in net assets resulting from operations     (562,758 )
         
DISTRIBUTIONS TO SHAREHOLDERS:        
Distributions from distributable earnings     (32,526 )
         
CAPITAL TRANSACTIONS:        
Proceeds from shares sold     14,174,939 (2) 
Cost of shares redeemed     (4,164,900 )(2) 
Net increase (decrease) in net assets from capital transactions     10,010,039  
Increase (decrease) in net assets     9,414,755  
         
NET ASSETS:        
Beginning of period     -  
End of period   $ 9,414,755  
         
CHANGES IN SHARES OUTSTANDING:        
Shares outstanding, beginning of period     -  
Shares sold     280,001 (2) 
Shares redeemed     (80,001 )(2) 
Shares outstanding, end of period     200,000  

 

* The Fund commenced investment operations on February 14, 2023.
(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 $50 was contributed by Fund Management at Engine No. 1 LLC, former investment adviser to the Fund, in exchange for 1 Share of the Fund in connection with the seeding of the Fund. The Share was redeemed by the adviser on the commencement of investment operations on February 14, 2023.

 

See accompanying Notes to Financial Statements.

 

27

Financial Highlights

TCW Transform 500 ETF

 

For a share outstanding throughout the year/period presented.

 

    For the
Year Ended
October 31,
2023
    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   $ 44.79     $ 54.50     $ 50.18  
Net investment income (loss)(2)     0.76       0.72       0.22  
Net realized and unrealized gain (loss) on investments     3.94       (9.79 )     4.23  
Total gain (loss) from investment operations     4.70       (9.07 )     4.45  
                         
Distributions to Shareholders:                        
Net investment income     (0.74 )     (0.64 )     (0.13 )
Total distributions     (0.74 )     (0.64 )     (0.13 )
Net asset value, end of year/period   $ 48.75     $ 44.79     $ 54.50  
Market value, end of year/period   $ 48.72     $ 44.78     $ 54.49  
                         
Total Return at Net Asset Value(3)     10.51 %     -16.72 %     8.87 %
                         
Total Return at Market Value(3)     10.47 %     -16.72 %     8.86 %
                         
Ratios/Supplemental Data:                        
Net assets, end of year/period (000’s omitted)   $ 538,167     $ 357,426     $ 235,434  
Ratio to average net assets of:                        
Expenses     0.05 %     0.05 %     0.05 %(4) 
Net investment income(5)     1.55 %     1.47 %     1.15 %(4) 
Portfolio turnover rate(6)     2 %     4 %     1 %

 

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

 

See accompanying Notes to Financial Statements.

 

28

Financial Highlights

TCW Transform Systems ETF

 

For a share outstanding throughout the year/period presented.

 

    For the
Year Ended
October 31,
2023
    For the
Period

February 2, 2022
through
October 31,
2022(1)
 
Per Share Data:                
Net asset value, beginning of year/period   $ 50.16     $ 49.94  
Net investment income (loss)(2)     0.40 (3)      0.35 (3) 
Net realized and unrealized gain (loss) on investments     0.34       0.18  
Total gain (loss) from investment operations     0.74       0.53  
                 
Distributions to Shareholders:                
Net investment income     (0.41 )     (0.31 )
Total distributions     (0.41 )     (0.31 )
Net asset value, end of year/period   $ 50.49     $ 50.16  
Market value, end of year/period   $ 50.53     $ 50.18  
                 
Total Return at Net Asset Value(4)     1.50 %     1.09 %
                 
Total Return at Market Value(4)     1.55 %     1.13 %
                 
Ratios/Supplemental Data:                
Net assets, end of year/period (000’s omitted)   $ 124,205     $ 90,283  
Ratio to average net assets of:                
Expenses     0.75 %     0.75 %(5) 
Net investment income(6)     0.79 %     0.94 %(5) 
Net investment income excluding special dividends     0.75 %     0.66 %(5) 
Portfolio turnover rate(7)     91 %     261 %

 

(1) Commencement of investment operations on February 2, 2022.
(2) Based on average daily shares outstanding.
(3) This ratio reflects the inclusion of large, non-recurring dividends (special dividends) recognized by the Fund during the period. If a special dividend had not been received during a period, this ratio would have been lower. The net investment income (loss) per share excluding special dividends is 0.38 for the year ended October 31, 2023 and 0.24 for the period February 2, 2022 through October 31, 2022.
(4) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, and sale at the market value on the last day of the period. Market values are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange, Inc. using the closing price. Total return calculated for a period of less than one year is not annualized.
(5) Annualized.
(6) Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.
(7) Portfolio turnover rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s capital shares.

 

See accompanying Notes to Financial Statements.

 

29

Financial Highlights

TCW Transform Supply Chain ETF

 

For a share outstanding throughout the period presented.

 

    For the
Period

February 14, 2023
through
October 31,
2023(1)
 
Per Share Data:        
Net asset value, beginning of period   $ 50.04  
Net investment income (loss)(2)     0.15  
Net realized and unrealized gain (loss) on investments     (2.96 )
Total gain (loss) from investment operations     (2.81 )
         
Distributions to Shareholders:        
Net investment income     (0.16 )
Total distributions     (0.16 )
Net asset value, end of period   $ 47.07  
Market value, end of period   $ 47.07  
         
Total Return at Net Asset Value(3)     -5.63 %
         
Total Return at Market Value(3)     -5.63 %
         
Ratios/Supplemental Data:        
Net assets, end of period (000’s omitted)   $ 9,415  
Ratio to average net assets of:        
Expenses     0.75 %(4) 
Net investment income(5)     0.42 %(4) 
Portfolio turnover rate(6)     63 %

 

(1) Commencement of investment operations on February 14, 2023.
(2) Based on average daily shares outstanding.
(3) Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, and sale at the market value on the last day of the period. Market values are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange, Inc. using the closing price. Total return calculated for a period of less than one year is not annualized.
(4) Annualized.
(5) Net investment income (loss) represents dividends and other income received by the Fund from its underlying investments less expenses paid by the Fund during the period.
(6) Portfolio turnover rate is not annualized and excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s capital shares.

 

See accompanying Notes to Financial Statements.

 

30

Notes to Financial Statements

October 31, 2023

 

1. Organization

 

TCW ETF (formerly Engine No. 1 ETF) Trust (the “Trust”), a Delaware statutory trust organized on October 26, 2020, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust is authorized to issue multiple series or portfolios. It currently consists of three investment portfolios: TCW Transform 500 ETF, formerly Engine No. 1 Transform 500 ETF (the “Transform 500 ETF”), TCW Transform Systems ETF, formerly TCW Transform Climate ETF and formerly Engine No. 1 Transform Climate ETF (the “Transform Systems ETF”) and TCW Transform Supply Chain ETF, formerly Engine No. 1 Transform Supply Chain ETF (the “Transform Supply Chain ETF”) (each a “Fund” and collectively, the “Funds”). TCW Investment Management Company LLC (the “Adviser”) is the investment adviser to and an affiliate of the Funds and is registered under the Investment Advisers Act of 1940, as amended. Effective October 13, 2023, TCW Group Inc. acquired the ETF business from Engine No. 1 and the Funds’ investment adviser became TCW Investment Management Company LLC. Prior to that date, the Funds’ investment adviser was Fund Management at Engine No. 1 LLC. Each Fund has its own investment objective and strategies. The following is a brief description of the investment objectives and principal investment strategies for the Funds that are covered in this report:

 

Investment Objectives and Principal Investment

 

ETF Fund Strategies
Diversified Fund  

Transform 500 ETF

 

Seeks investment results that closely correspond, before fees and expenses, to the performance of the Morningstar® US Large Cap Select IndexSM.
Non-Diversified Funds  
Transform Systems ETF
 
 

Seeks long-term growth of capital by investing in companies that are creating value by transforming themselves and others to meet the growing demands of climate change. Effective March 1, 2024, seeks long-term growth of capital by investing in companies that the Adviser believes will benefit (by either leading, winning in or enabling) the global transformation in the systems supporting how energy and power are sourced, produced, and consumed.

 

Transform Supply Chain ETF Seeks long-term growth of capital by investing in the equities of companies that it deems are creating value through supply chain transformation.

 

There can be no assurance that the Funds will achieve their respective investment objectives.

 

2. Significant Accounting Policies

 

These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amount of increase and decrease in net assets from operations during the fiscal period. Actual amounts could differ from these estimates. The Trust is an investment company and follows the investment company accounting standards and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services — Investment Companies”. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative guidance for SEC registrants. The following summarizes the significant accounting policies of the Funds:

 

Principles of Accounting

 

The Funds use the accrual method of accounting for financial reporting purposes.

 

Net Asset Value

 

The net asset value (“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.

 

31

Notes to Financial Statements (Continued)

October 31, 2023

 

Security Valuations

 

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.

 

Pursuant to Rule 2a-5 under the 1940 Act, each Fund has designated the Adviser as the “valuation designee” with respect to the fair valuation of the Fund’s portfolio securities. Fair valued securities are those for which market quotations were not readily available, including in circumstances under which it was determined by the Adviser that prices received were not reflective of their market values.

 

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.

 

Security Transactions and Related Investment Income

 

Throughout the reporting period, security transactions are accounted for one business day following the trade date. For financial reporting purposes, security 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, if any, 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.

 

Foreign Currency Translation

 

The books and records of each Fund are maintained in U.S. dollars as follows: (1) foreign currency denominated securities and other assets and liabilities stated in foreign currencies, are translated using the daily spot rate; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resultant exchange gains and losses are included in net realized or net unrealized gain (loss) in the Statements of Operations. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains and losses included in realized and unrealized gains and losses are included in, or are a reduction of, ordinary income for federal income tax purposes.

 

Net realized gains (losses) on foreign currency transactions reported on the Statements of Operations arise from sales of foreign currency, including foreign exchange contracts, net currency gains and losses realized between the trade and settlement dates on securities transactions and the difference in the amounts of dividends and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net changes in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies reported on the Statements of Operations arise from changes (due to the changes in the exchange rate) in the value of foreign currency and assets and liabilities (other than investments) denominated in foreign currencies, which are held at period end.

 

32

Notes to Financial Statements (Continued)

October 31, 2023

 

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 (“CFTC”) and must be executed through the futures commission merchant (“FCM”). Each exchange guarantees performance of the contracts as between the clearing members of the exchange, thereby reducing the risk 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 each Fund, 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, 2023, the average monthly notional amount of open futures contracts for Transform 500 ETF was $599,122. The range of monthly notional amounts was $310,888 to $1,013,984. For the year/period ended October 31, 2023, Transform Systems ETF and Transform Supply Chain 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. 

 

33

Notes to Financial Statements (Continued)

October 31, 2023

 

Fair Value of Derivative Instruments as of October 31, 2023 

 

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*   $-     Unrealized depreciation on futures contracts*   $(10,277)*

 

* 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   $59,209     $(23,063)

 

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’ Schedules of Investments.

 

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.

 

34

Notes to Financial Statements (Continued)

October 31, 2023

 

The following table summarizes each Fund’s securities lending agreements by counterparty which are subject to rights of offset as of October 31, 2023:

 

Transform 500 ETF

 

Counterparty   Value of
Securities
on Loan
    Cash
Collateral
Received(a)
    Fair Value
on Non-Cash
Collateral
Received
    Net
Exposure(b)
 
Bank of America Securities, Inc.   $  34,154     $ 34,154     $ -     $ -  
ING Financial Markets LLC   $ 378,455     $ 378,455     $ -     $ -  
Total   $ 412,609     $ 412,609     $ -     $ -  

 

(a) Collateral with a value of $425,118 has been received in connection with securities lending agreements. The amount of collateral reflected in the table does not include any over-collateralization received by the Fund and is calculated based on prior day’s prices.
(b) Net exposure represents the receivable (payable) due from (to) the counterparty in the event of default.

 

The table below represents the disaggregation at October 31, 2023 of the gross amount of recognized liabilities for securities lending transactions. As the securities loaned are subject to termination by the Funds or the borrower at any time, the remaining contractual maturities of the transactions presented below are considered to be overnight and continuous.

 

    Remaining Contractual Maturity of the Agreements as of
October 31, 2023
 
    Overnight and
Continuous
    < 30 days     Between 30 &
90 days
    > 90 days     Total  
Transform 500 ETF                                        
Securities Lending Transactions                                        
Money Market Fund   $ 425,118     $ -     $ -     $ -     $ 425,118  
Total borrowings                                   $ 425,118  
Gross amount of recognized liabilities for securities lending transactions                                   $ 425,118  

 

Transform Systems ETF and Transform Supply Chain ETF did not have any securities on loan as of October 31, 2023.

 

3. Management and Other Agreements

 

Management

 

The Adviser, located at 515 South Flower Street, Los Angeles, CA 90071, 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. Effective October 13, 2023, TCW Group Inc. acquired the ETF business from Engine No. 1 and the Funds’ investment adviser became TCW Investment Management Company LLC. Prior to that date, the Funds’ investment adviser was Fund Management at Engine No. 1 LLC.

 

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, 0.75% for the Transform Systems ETF and 0.75% for the Transform Supply Chain 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 under the Investment Advisory Agreement; (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.

 

35

Notes to Financial Statements (Continued)

October 31, 2023

 

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

 

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

 

Legal Counsel

 

Ropes & Gray, located at 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.

 

Organizational and Offering Costs

 

The Adviser has paid or assumed all organizational and offering expenses for the Funds.

 

Board of Trustees Compensation

 

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. Related Parties

 

At October 31, 2023, certain officers and Trustees of the Trust are also officers or employees of the Adviser or affiliated with the Distributor.

 

5. 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”). The Funds may issue and redeem Creation Units of its Shares in exchange for a designated basket of portfolio investments (including any portion of such investments for which cash may be substituted) (“Deposit Instruments”), together with the deposit of a specified cash payment (“Cash Component”). Shares of each Fund will be listed and trade on Cboe BZX Exchange, Inc. (the “Exchange” or “Cboe BZX”), a national securities exchange. Shares of the Funds are traded in the secondary market and elsewhere at market values that may be at, above or below the 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 in an amount at least equal to a specified percentage, as set forth in the applicable Participant Agreement, of the value of the missing 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.

 

36

Notes to Financial Statements (Continued)

October 31, 2023

 

6. Risk Considerations

 

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 Systems ETF and the Transform Supply Chain ETF are 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.

 

Supply Chain Risk. Companies supply chains are generally subject to risk such as legislative or regulatory changes; adverse market conditions and/or increased competition; technological developments and changing technology; cyberattacks that may compromise a company’s operations or business; occasional sharp price movements which may result from changes in the economy, fuel prices, labor agreements, exchange rate movements, and insurance costs; pandemics, natural disasters or other crisis; boarder and/or import controls; pent-up/increased demand; mobility restrictions; shortages of product and labor; dependence on intellectual property rights, and potential loss or impairment of those rights; research and development costs; and rapid product obsolescence. Global, regional, or local events, such as changes to trade relations, trade restrictions, and/or military conflict, may materially disrupt or indefinitely impair the operations of these companies. Securities of these companies may be cyclical and occasionally subject to sharp price movements. Certain companies may be subject to significant regulation, including environmental regulation, by federal, state and local governmental agencies.

 

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.

 

For more information on risks related to investing in the Funds, please refer to the Funds’ prospectuses which can be obtained on the Funds’ website (etf.tcw.com) or by calling customer service at 800-FUND-TCW (800-386-3829).

 

7. Federal Income Taxes

 

It is the policy of each Fund to comply with the requirements under Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income tax provision 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

 

37

Notes to Financial Statements (Continued)

October 31, 2023

 

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, 2023. The Funds are subject to examination by the U.S. Federal and state tax authorities for returns filed for the prior three and four fiscal years, respectively.

 

At October 31, 2023, net unrealized appreciation (depreciation) on investments and derivatives for federal income tax purposes was as follows:

 

Fund   Cost     Gross
Unrealized
Appreciation
    Gross
Unrealized
Depreciation
    Net Unrealized
Appreciation
(Depreciation)
 
Transform 500 ETF   $ 553,573,997     $ 39,696,533     $ (54,879,167 )   $ (15,182,634 )
Transform Systems ETF   $ 119,553,046     $ 5,420,383     $ (5,224,202 )   $ 196,181  
Transform Supply Chain ETF   $ 9,943,575     $ 168,165     $ (693,477 )   $ (525,312 )

 

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, 2023, 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)
 
Transform 500 ETF   $ 612,555     $ -     $ (8,893,311 )   $ (15,182,634 )   $ (23,463,390 )
Transform Systems ETF   $ 3,736     $ -     $ (17,334,981 )   $ 196,096     $ (17,135,149 )
Transform Supply Chain ETF   $ -     $ -     $ (344,015 )   $ (525,312 )   $ (869,327 )

 

At October 31, 2023, 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  
Transform 500 ETF   $ (1,505,783 )   $ 1,505,783  
Transform Systems ETF   $ (9,541,749 )   $ 9,541,749  
Transform Supply Chain ETF   $ (274,043 )   $ 274,043  

 

During the year/period ended October 31, 2023 and October 31, 2022, the tax character of distributions paid was as follows:

 

    Year/Period Ended
October 31,
2023
    Year/Period Ended
October 31,
2022
 
Fund   Ordinary
Income*
    Long-Term
Capital Gain
    Ordinary
Income*
    Long-Term
Capital Gain
 
Transform 500 ETF   $ 6,793,601     $ -     $ 4,132,626     $ -  
Transform Systems ETF   $ 878,542     $ -     $ 549,932     $ -  
Transform Supply Chain ETF   $ 32,526     $ -     $ -     $ -  

 

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

 

At October 31, 2023 the following Funds had net realized losses that will be carried forward indefinitely for federal income tax purposes:

 

Fund   Short-Term     Long-Term     Total Amount  
Transform 500 ETF   $ 4,772,132     $ 4,121,179     $ 8,893,311  
Transform Systems ETF   $ 16,847,031     $ 487,950     $ 17,334,981  
Transform Supply Chain ETF   $ 344,015     $ -     $ 344,015  

 

38

Notes to Financial Statements (Continued)

October 31, 2023

 

8. Purchases and Sales of Securities

 

Investment transactions (excluding in-kind subscriptions and redemptions and short-term investments) for the year/period ended October 31, 2023 were as follows:

 

Fund   Purchases     Sales  
Transform 500 ETF   $ 20,674,170     $ 9,963,431  
Transform Systems ETF   $ 160,091,564     $ 94,260,983  
Transform Supply Chain ETF   $ 6,356,295     $ 5,496,583  

 

For the year/period ended October 31, 2023, the cost of in-kind subscriptions and the proceeds from in-kind redemptions were as follows:

 

    In-Kind  
Fund   Subscriptions     Redemptions  
Transform 500 ETF    $ 147,253,818     $ 6,079,309  
Transform Systems ETF   $ 48,394,945     $ 80,782,598  
Transform Supply Chain ETF   $ 10,522,896     $ 1,697,817  

 

9. Indemnifications

 

Under the Trust’s organizational documents, its Officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote. The Trust has not accrued any liability in connection with such indemnification.

 

10. New Accounting Pronouncement

 

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and interim periods within that fiscal year, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2022-03 on our 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.

 

Effective November 13, 2023, the TCW Transform Climate ETF name changed to TCW Transform Systems ETF. There was no change to the Fund’s investment objective or strategy as a result of this name change.

 

Management has determined that there are no other material events that would require recognition or disclosure in the Funds’ financial statements.

 

39

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Trustees of

TCW ETF Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of TCW ETF Trust (formerly Engine No. 1 ETF Trust) comprising the funds listed below (the “Funds”) as of October 31, 2023, 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, 2023, 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
TCW Transform 500 ETF (formerly Engine No. 1 Transform 500 ETF)   For the year ended October 31, 2023   For the years ended October 31, 2023 and 2022   For the years ended October 31, 2023, 2022, and for the period from June 22, 2021 (commencement of operations) through October 31, 2021
TCW Transform Systems ETF (formerly Engine No. 1 Transform Climate ETF)   For the year ended October 31, 2023   For the year ended October 31, 2023 and for the period from February 2, 2022 (commencement of operations) through October 31, 2022
TCW Transform Supply Chain ETF (formerly Engine No. 1 Transform Supply Chain ETF)   For the period from February 14, 2023 (commencement of operations) through October 31, 2023

 

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, 2023, 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 20, 2023

 

40

Supplemental Information (Unaudited)

 

Quarterly Portfolio Schedule. The TCW 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 NPORT-P. The Forms NPORT-P 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.tcw.com.

 

Proxy Voting Policies and Procedures. A description of TCW Investment Management Company LLC’s proxy voting policies and procedures, which are applicable to the funds in the TCW ETF Trust is available on the Funds’ website at etf.tcw.com and on the SEC’s website at www.sec.gov.

 

Proxy Voting Record. The TCW 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 TCW ETF Trust and such Funds’ net asset value can be found on our website, etf.tcw.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, 2023.

 

    Qualified
Dividend
Income*
  Dividends
Received
Deduction*
TCW Transform 500 ETF   93.67%   90.72%
TCW Transform Systems ETF    91.91%   67.33%
TCW Transform Supply Chain ETF   72.93%   62.28%

 

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

 

41

Liquidity Risk Management Program

 

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, TCW Investment Management Company LLC (and, through October 13, 2023, the Funds’ former adviser, Fund Management at Engine No. 1), and officers of the Funds, to oversee the implementation and monitoring of the Program. To assist in carrying out its responsibilities under the Program, the Adviser has retained a third party to perform certain functions, including providing market data and liquidity classification information.

 

Each Fund 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 6, 2023, 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 May 1, 2022 through April 30, 2023 (“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 of the composition of baskets on the overall liquidity of each Fund’s portfolio during the Reporting Period.

 

The Report stated that, during the Reporting Period: (1) there were no material changes to the Program; (2) no Fund was required to classify its portfolio investments; (3) no Fund breached the 15% limitation on illiquid investments; and (4) no Fund was required to establish a highly liquid investment minimum. The Report concluded that during the Reporting Period the Program had been implemented effectively and was reasonably designed to assess and manage each Fund’s liquidity risk and to comply with the requirements of the Liquidity Rule.

 

There can be no assurance that the Program will achieve its objectives in the future. Additional information regarding the 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.

 

42

Board of Trustees and Executive Officers

 

Information about the Trustees and Executive Officers of the Trust as of October 31, 2023, 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 TCW Investment Management Company LLC, 515 South Flower Street, Los Angeles, CA 90071.

 

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 & Audit
Committee
Chair
  2021   Retired. Managing Director and Chief Financial Officer and Treasurer, U.S. iShares at Blackrock (2004 to 2019).   3   Trustee, AIM ETF Products Trust, Trustee to Allianz Variable Insurance Products Trust and Allianz Variable Insurance Products Fund of Funds Trust (2020-present); Trustee, Esoterica Thematic Trust (2020-2020); BlackRock Managing Director (2004-2019).
                     
Elaine Orr, 1966   Trustee   2021   Director, Investments at Silicon Valley Community Foundation (2014-2016); Director, Global Business Development, Morningstar Investment Management (2012-2014).   3   Trustee, Board of Trustees for Federated City Employees Retirement System, for the City of San Jose, CA (2018-present).
                     
Andrew Tarica, 1959   Trustee   2023   Director of Fixed Income (since February 2022), Forest Road Securities (broker-dealer); Chief Executive Officer (since February 2001), Meadowbrook Capital Management (asset management company); Employee (2003-January 2022), Cowen Prime Services (broker-dealer).    36   TCW Funds, Inc. (mutual funds); TCW Strategic Income Fund, Inc. (closed-end fund); TCW Direct Lending VII, LLC (business development company); TCW Direct Lending VIII, LLC (business development company); TCW Star Direct Lending, LLC (business development company).

 

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   2020   Group Managing Director, Global Head of ETFs at TCW (2023-present); Chief Executive Officer at Engine No. 1 LLC (2020-2023); Managing Director and various roles at BlackRock (1999-2018).   3   Board Member, MannKind Corporation (2020-present); Board Member, Harvest Savings & Wealth Technologies (2020-present); Board Member, Ethic (2019-present).

 

* “Fund Complex” refers to the Trust, Metropolitan West Funds, TCW Funds, Inc. and TCW Strategic Income Fund, Inc.

 

43

Board of Trustees and Executive Officers (Continued)

 

Officer Information

 

The Officers of the Trust, their addresses, positions with the Trust, years of birth and principal occupations during the past five years are set forth below. The address for each officer is c/o TCW Investment Management Company LLC, 515 South Flower Street, Los Angeles, CA 90071. Officers are elected yearly by the Trustees.

 

Officers

 

 

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   Group Managing Director, Global Head of ETFs at TCW (2023-present); Chief Executive Officer at Engine No. 1 LLC (2020-2023); Managing Director and various roles at BlackRock (1999-2018).
             
Joshua Hunter**, 1981   Chief Financial Officer and Treasurer   Since 2021   Fund Principal Financial Officer, Foreside Fund Officer Services, LLC (2015-present); Vice President/Assistant Vice President, Treasury Services, JP Morgan Chase & Co. (2008-2015).
             
Roger E. Pries, Jr.**, 1965   Chief Compliance and Anti-Money Laundering Officer   Since 2023   Fund Chief Compliance Officer, Foreside Fund Officer Services, LLC (2019-present); Compliance Officer, Citi Fund Services, Inc (2016-2019); Vice President, Risk and Control Department, Citi Fund Services, (2007-2016).
             
Jason LaMacchia, 1974   Secretary   Since 2021   Senior Vice President, ETF Product & Platform at TCW (2023- present); Director, ETF Product Management, Engine No. 1 LLC (2021-2023); Business Consultant, JEL Consulting (2015-present); Head of Relationship Management, ForUsAll (2019-2021); Vice President, AssetMark (2017-2018); Director and Principal, BlackRock (2004-2015).

 

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

 

44

Board Approval of Investment Advisory Agreement (Unaudited)

 

On July 21, 2023, Fund Management at Engine No. 1 LLC (“Fund Management”), the then-investment adviser to each of TCW (then Engine No. 1) Transform 500 ETF, TCW (then Engine No. 1) Transform Climate ETF, and TCW (then Engine No. 1) Transform Supply Chain ETF (each, a “Fund” and, collectively, the “Funds”), each a series of TCW (then Engine No. 1) ETF Trust (the “Trust”), and Engine No. 1 LLC, the parent company of Fund Management, entered into a purchase and sale agreement with The TCW Group, Inc. and TCW Investment Management Company LLC (“TCW”), pursuant to which, among other things, on October 13, 2023, TCW acquired Fund Management’s business of operating, sponsoring and advising the Funds (the “ETF Business”), including through the acquisition of the assets that were primarily used or held by Fund Management or its affiliates in the conduct of the ETF Business and the assumption of certain liabilities related to, arising from or in respect of the ETF Business (the “Transaction”). The closing of the Transaction may have been deemed to constitute an “assignment” under the Investment Company Act of 1940, as amended (the “1940 Act”), of the investment advisory agreement between the Trust, on behalf of the Funds, and Fund Management (the “Existing Advisory Agreement”), which would have resulted in the automatic termination of the Existing Advisory Agreement. The closing of the Transaction was subject to customary closing conditions, including shareholder approval of a new investment advisory agreement between the Trust, on behalf of the Funds, and TCW (the “New Advisory Agreement”) by each Fund.

 

To provide for a continuous investment program for the Funds after the close of the Transaction, at a meeting of the Board of Trustees of the Trust (the “Board”) held on August 10, 2023, the Board, including a majority of the Trustees who were not “interested persons” (as that term is defined in the 1940 Act) (the “Independent Trustees”), approved (i) the New Advisory Agreement and (ii) an interim investment advisory agreement between the Trust, on behalf of each Fund, and TCW (the “Interim Advisory Agreement”). The Interim Advisory Agreement would have allowed for TCW to serve as the investment adviser of each Fund for up to 150 days following the consummation of the Transaction, in the event a Fund’s shareholders had not approved the New Advisory Agreement by the closing of the Transaction and TCW had waived certain closing conditions. Except for the change in the adviser entity, the 150-day term, a ten-day termination right by the Board or by the shareholders of each Fund, and provisions related to the escrow of investment advisory fees earned by TCW during the interim period, the Interim Advisory Agreement was the same in all material respects as the Existing Advisory Agreement.

 

Board Considerations

 

In connection with the Transaction, the Board, assisted by independent legal counsel, requested information from Fund Management and TCW regarding the Transaction and its potential implications for the Funds. The Board discussed this information and received advice from independent legal counsel regarding its responsibilities in evaluating the Transaction and New Advisory Agreement.

 

The Trustees were kept apprised of the sale process throughout the period leading up to the execution of a final Purchase and Sale Agreement on July 21, 2023. The Independent Trustees separately discussed these matters throughout this period.

 

In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, the Trustees also took into account their multi-year experience as Trustees and particularly their consideration of the Existing Advisory Agreement between Fund Management and the Trust, on behalf of the Funds.

 

In the course of its deliberations regarding the New Advisory Agreement, the Trustees considered the following factors, among others: the nature, extent and quality of the services to be provided by TCW and its affiliates, including the personnel who would be providing such services; TCW’s financial condition; the proposed advisory fees; comparative fee and expense information for the Funds; information regarding the profitability of the Funds to Fund Management and representations by officers of Fund Management that the anticipated profitability of the Funds to TCW and its affiliates was not expected to change significantly in the near term; the direct and indirect benefits, if any, to be derived by TCW and its affiliates from their relationship with the Funds; and the effect of each Fund’s projected growth and size on each Fund’s performance and expenses.

 

In considering the nature, extent, and quality of the services to be provided to the Funds by TCW under the New Advisory Agreement, the Trustees took into account information provided by TCW relating to its operations and personnel, including, among other things, information on its investment, supervisory, and professional staff and descriptions of its organizational and management structure. The Trustees considered representations by officers of Fund Management that the same investment strategies would continue to be used in managing the Funds. The Trustees also took into account that all of the portfolio managers of the Funds other than Christopher James, and most of the Fund Management personnel currently providing executive and administrative services to the Funds, had agreed to be employed by TCW and/or its affiliates following the Transaction. The Trustees also discussed with officers of Fund Management who had agreed to become employees of TCW and/or its affiliates after the Transaction the analyst resources that would be available to support the Funds’ portfolio managers following the Transaction. The Trustees concluded that they were satisfied with the nature, extent and quality of services to be provided to the Funds by TCW under the New Advisory Agreement.

 

45

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

 

The Board also requested and received assistance and advice from counsel to the Independent Trustees regarding applicable legal standards. The Board also heard oral presentations on matters related to the New Advisory Agreement. In deciding to approve the New Advisory Agreement, the Board did not identify any single factor or particular information that, in isolation, was controlling.

 

The Board considered that TCW and its affiliates collectively are a diversified asset manager with a robust mutual fund platform and other 1940 Act investment products including sub-advised ETFs; global distribution capabilities; and extensive back-office support, including accounting, legal, compliance, and other services.

 

Nature, Extent and Quality of Services. The Board considered the background information on the Fund Management personnel who would continue to be responsible for servicing the Funds, including their diverse financial industry experience. The Board considered that the research, analysis and portfolio construction approach for the Funds was not expected to change as a result of the Transaction. The Board observed that Engine No. 1 Transform 500 ETF was a passively-managed ETF and TCW would have the responsibility to track Transform 500 ETF’s benchmark to the best of its ability, recognizing that an index, unlike Transform 500 ETF, does not have expenses. The Board observed that each of Engine No. 1 Transform Climate ETF and Engine No. 1 Transform Supply Chain ETF was an actively-managed ETF and TCW would have the responsibility to manage the Fund’s investments to create long-term growth of capital to the best of its ability.

 

The Board also considered that the scope of services that TCW would provide under the New Advisory Agreement, including with respect to proxy voting and engagement, was not expected to differ substantively from the scope of services provided by Fund Management. For each Fund, the Board concluded that the nature, extent and quality of services proposed to be provided by TCW under the New Advisory Agreement were likely to benefit each Fund and its respective shareholders.

 

Performance. The Board considered the Funds’ historical performance under the Existing Advisory Agreement, noting that it was relevant as the current portfolio managers for all of the Funds (other than, with respect to Transform Climate ETF, Transform Supply Chain ETF and Transform Scarcity ETF, Christopher James) would continue to serve as portfolio managers of the Funds under the New Advisory Agreement. After discussion, the Trustees concluded that TCW was qualified to manage both an index fund and actively managed funds, and should be allowed the opportunity to manage the Funds, subject to the ongoing supervision of the Board.

 

Fees and Expenses. The Board noted TCW’s representation that the advisory fees charged to each Fund would not change following the closing of the Transaction. The Board therefore took into account comparative fee information that had been provided by Fund Management. With respect to Transform 500 ETF, the Trustees noted that the Fund’s proposed annual advisory fee was at the median of a peer group of core U.S. equity index ETFs and below the median of a peer group of broad U.S. equity ESG index ETFs. With respect to Transform Climate ETF, the Trustees noted that the Fund’s proposed annual advisory fee was at the median of a peer group of actively-managed thematic ETFs and above the median of a peer group of thematic index ETFs. With respect to Transform Supply Chain ETF, the Trustees noted that the proposed advisory fee was at the median of a peer group of actively-managed thematic ETFs and above the median of a peer group of thematic index ETFs.

 

The Board reviewed the proposed advisory fee schedule for the Funds. The Board noted that TCW, under the unitary fee arrangement contemplated by the New Advisory Agreement, would be responsible for substantially all other costs associated with managing and operating the Funds and that TCW would pay all distribution costs out of its own profits. The Board considered how these arrangements affected the expenses borne by each Fund’s shareholders. The Board noted that the total expense ratio was reasonable when taking into account the unitary fee arrangement. Based on these factors, the Trustees concluded that each Fund’s proposed advisory fee was not unreasonable.

 

Economies of Scale. The Trustees noted that potential economies of scale that may result from the Transaction would be considered further in future contract reviews.

 

Profitability. The Board noted that it was too early to reliably predict the profitability of the Funds’ relationship with TCW. However, officers of Fund Management had represented to the Board that it was not anticipated to change significantly in the near term. The Board noted that TCW has the financial resources to deliver high-quality advisory services to the Funds for the foreseeable future. The Board considered whether TCW or any of its affiliates might receive other benefits as a result of its proposed relationship with the Trust or the Funds. The Board considered that TCW was not affiliated with any of the Funds’ other service providers, and therefore, would not benefit from those contractual relationships.

 

46

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

 

In considering the approval of the New Advisory Agreement, the Trustees also considered the following matters:

 

i. the strong support for the Transaction expressed by Fund Management and its current senior management team and their belief that the Transaction would benefit the shareholders of each Fund by giving the portfolio managers who would continue to be responsible for managing the Funds the opportunity to use the same investment strategies currently in use for the Funds while at the same time drawing upon TCW’s analyst resources and expertise in various asset classes to potentially provide shareholders with exposure to new asset classes (to the extent consistent with the Funds’ existing objectives and strategies) and providing the Funds with access to TCW’s global distribution capabilities and extensive back-office support;

 

ii. that the research, analysis and portfolio construction approach for the Funds was not expected to change as a result of the Transaction;

 

iii. that there were no increases in the management fees for any of the Funds planned for at least two years following the closing of the Transaction and that the current unitary fee structure would remain in effect;

 

iv. that the material terms of the New Advisory Agreement will be substantively similar to the terms of the Existing Advisory Agreement;

 

v. the financial condition and reputation of TCW, its worldwide presence, experience as a fund sponsor and manager, commitment to maintain a high level of cooperation with, and support to, the Funds, strong distribution and client service capabilities, and relationships in the asset management industry;

 

vi. the substantial resources of TCW and its affiliates in investment management, compliance, risk management, and information technology;

 

vii. the intention expressed by representatives of TCW to retain all of the portfolio managers of the Funds other than Christopher James and most of the Fund Management personnel currently providing executive and administrative services to the Funds; and

 

viii. TCW’s commitment to maintaining competitive compensation arrangements to attract and retain highly qualified personnel.

 

In approving the New Advisory Agreement with TCW, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weight to various factors.

 

The Trustees reached the following conclusions regarding the New Advisory Agreement, among others: (a) TCW has demonstrated that it possesses the capability and resources to perform the duties required of it under the New Advisory Agreement; (b) TCW is qualified to manage each Fund’s assets in accordance with each Fund’s investment objective and strategies; (c) TCW’s proposed investment strategies are appropriate for pursuing each Fund’s investment objective; and (d) the proposed advisory fees are reasonable in view of the quality of the services to be received by each Fund from TCW. Based upon the foregoing considerations, at an in-person meeting on August 10, 2023, the Trustees, including both of the Independent Trustees, unanimously approved the New Advisory Agreement and determined to recommend their approval to the shareholders of the Funds.

 

47

General Information

 

Investment Adviser

TCW Investment Management Company LLC*

515 South Flower Street

Los Angeles, CA 90071

 

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

 

* Effective October 13, 2023, TCW Group Inc. acquired the ETF business from Engine No. 1 and the Funds’ investment adviser became TCW Investment Management Company LLC. Prior to that date, the Funds’ investment adviser was Fund Management at Engine No. 1 LLC.

 

48