NETZ / TCW ETF Trust - TCW Transform Systems ETF - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-249926 TCW ETF Trust — Ne

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 515 South Flower Stree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 515 South Flower Stree

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Kelsey Barrett June 11, 2025 T +1 312 845 1254 [email protected] VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Attn: Kimberly McManus Re: TCW ETF Trust (the “Trust”) (File Nos. 333-249926 and 811-23617) Dear Ms. McManus: On June 4, 2025, the Trust filed an initial letter (the “Initial Letter”) to respond to comments

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM June 4, 2025 Kelsey Barrett T +1 312 845 1254 [email protected] VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Attn: Seamus O’Brien Re: TCW ETF Trust (the “Trust”) (File Nos. 333-249926 and 811-23617) Dear Ms. McManus: We are

ROPES & GRAY LLP

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM May 2, 2025 Olivia R. Lanagan T +1 617 951 7499 [email protected] VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attn: Megan Miller and David Greenspan Re: Registration Statement of TCW ETF Trust on Form N-14 (File No. 333-

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14, of our report dated May 24, 2024 relating to the financial statements and financial highlights of Metropolitan West Intermediate Bond Fund, a series of Metropolitan West Funds, appearing in the Annual Report on Form N-CSR of Metropolitan West Funds for the year ended March 31, 2024, and to the references to us under the headings “Other Service Providers” and “Financial Highlights”, which are part of such Registration Statement.

As filed with the Securities and Exchange Commission on April 2, 2025

As filed with the Securities and Exchange Commission on April 2, 2025 Securities Act File No.

Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX April 2, 2025

Exhibit (11) Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX April 2, 2025 TCW ETF Trust 515 South Flower Street Los Angeles, CA 90071 Re: TCW ETF Trust Ladies and Gentlemen: We have acted as special Delaware counsel to TCW ETF Trust, a Delaware statutory trust (the “Trust”), in connection with certain ma

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Exhibit (4) FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of March 27, 2025 by and among: (i) TCW Metropolitan West Funds (the “Target Entity”), on behalf of its series listed under the heading “Target Fund” on Schedule A attached hereto (the “Target Fund”); and (ii) TCW ETF Trust (the “Acquiring Entity”), on behalf of its series listed under the heading “Acquiring Fund” on Schedule A (the “Acquiring Fund”).

POWER OF ATTORNEY

Exhibit (16) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the President, Treasurer, Chief Compliance Officer, and Secretary of TCW ETF Trust and each of them, their true and lawful attorneys-in-fact and agents (each an “Attorney-in-Fact”), with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign the Registration Statements on Form N-14, including pre-effective and post-effective amendments to said Registration Statements, in connection with the acquisition of the assets and the assumption of the liabilities by the indicated series of TCW ETF Trust of the indicated series of TCW Metropolitan West Funds.

TCW FILES FOR ACTIVE FIXED INCOME ETF CONVERSION New Conversion Would Add to TCW’s Growing Suite of Fixed Income ETFs

Filed by: TCW ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934.

VOTE / TCW ETF Trust - TCW Transform 500 ETF / PNC FINANCIAL SERVICES GROUP, INC. - SC 13G/A Passive Investment

SC 13G/A 1 d880303dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) TCW Transform 500 ETF (Name of Issuer) Exchange-Traded Fund (Title of Class of Securities) 29287L106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 515 South Flower Stree

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM October 30, 2024 Kelsey Barrett T +1 312 845 1254 [email protected] VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Attn: Seamus O’Brien Re: TCW ETF Trust (the “Trust”) (File Nos. 333-249926 and 811-23617) Dear Mr. O’Brien: We

As filed with the Securities and Exchange Commission on September 12, 2024

As filed with the Securities and Exchange Commission on September 12, 2024 Securities Act File No.

POWER OF ATTORNEY

Exhibit (16) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the President, Treasurer, Chief Compliance Officer, and Secretary of TCW ETF Trust and each of them, their true and lawful attorneys-in-fact and agents (each an “Attorney-in-Fact”), with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign the Registration Statements on Form N-14, including pre-effective and post-effective amendments to said Registration Statements, in connection with the acquisition of the assets and the assumption of the liabilities by the indicated series of TCW ETF Trust of the indicated series of TCW Metropolitan West Funds.

Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX September 12, 2024

Exhibit (11) Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX September 12, 2024 TCW ETF Trust 515 South Flower Street Los Angeles, CA 90071 Re: TCW ETF Trust Ladies and Gentlemen: We have acted as special Delaware counsel to TCW ETF Trust, a Delaware statutory trust (the “Trust”), in connection with certa

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Exhibit (4) FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of [ ], 2024 by and among: (i) TCW Metropolitan West Funds (the “Target Entity”), on behalf of its series listed under the heading “Target Fund” on Schedule A attached hereto (the “Target Fund”); and (ii) TCW ETF Trust (the “Acquiring Entity”), on behalf of its series listed under the heading “Acquiring Fund” on Schedule A (the “Acquiring Fund”).

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14, of our report dated May 24, 2024 relating to the financial statements and financial highlights of Metropolitan West Corporate Bond Fund, a series of Metropolitan West Funds, appearing in the Annual Report on Form N-CSR of Metropolitan West Funds for the year ended March 31, 2024, and to the references to us under the headings “Other Service Providers” and “Financial Highlights”, which are part of such Registration Statement.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-Effective Amendment to Registration Statement No.

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM July 10, 2024 Nathan McGuire T +1 617 854 2070 [email protected] VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attn: David Manion and Seamus O’Brien Re: Registration Statement of TCW ETF Trust on Form N-14 (File No. 333-28

As filed with the Securities and Exchange Commission on July 10, 2024

As filed with the Securities and Exchange Commission on July 10, 2024 Securities Act File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 515 South Flower Stree

ADMINISTRATION AGREEMENT

Exhibit (13)(a) ADMINISTRATION AGREEMENT This Administration Agreement (“Agreement”) dated and effective as of [ ], 2024, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and TCW ETF Trust, a Delaware statutory trust (the “Trust”).

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM June 12, 2024 Kelsey Barrett T +1 617 951 7183 [email protected] VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, DC 20549 Attn: Seamus O’Brien Re: TCW ETF Trust (the “Trust”) (File Nos. 333-249926 and 811-23617) Dear Mr. O’Brien: We ar

As filed with the Securities and Exchange Commission on June 12, 2024

As filed with the Securities and Exchange Commission on June 12, 2024 Securities Act File No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14, of our reports dated December 20, 2023 and May 24, 2024, respectively, relating to the financial statements and financial highlights of TCW High Yield Bond Fund, appearing in the Annual Report on Form N-CSR of TCW Funds, Inc.

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Exhibit (4) FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of [ ], 2024 by and among: (i) Metropolitan West Funds and TCW Funds, Inc.

CUSTODY AGREEMENT

Exhibit (9) CUSTODY AGREEMENT This Agreement (the “Agreement”) is made as of [●], 2024 (the “Effective Date”) between: (1) Each entity identified on Appendix A, whose jurisdiction of formation is identified opposite its name (the “Client”); and (2) STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts, U.

TRANSFER AGENCY AND SERVICE AGREEMENT

Exhibit (13)(b) TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT is made as of the day of , 2024, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and TCW ETF TRUST, a Delaware business trust having its principal office and place of business at 515 South Flower Street, Los Angeles, California 90071 (the “Trust”).

Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX June 12, 2024

Exhibit (11) Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX June 12, 2024 TCW ETF Trust 515 South Flower Street Los Angeles, CA 90071 Re: TCW ETF Trust Ladies and Gentlemen: We have acted as special Delaware counsel to TCW ETF Trust, a Delaware statutory trust (the “Trust”), in connection with certain ma

POWER OF ATTORNEY

Exhibit (16) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the President, Treasurer, Chief Compliance Officer, and Secretary of TCW ETF Trust and each of them, their true and lawful attorneys-in-fact and agents (each an “Attorney-in-Fact”), with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign the Registration Statements on Form N-14, including pre-effective and post-effective amendments to said Registration Statements, in connection with the acquisition of the assets and the assumption of the liabilities by the indicated series of TCW ETF Trust of the indicated series of TCW Funds, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-249926 TCW ETF Trust — Cb

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-249926 TCW ETF Trust — NY

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 515 South Flower Stree

POWER OF ATTORNEY

Exhibit (16) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the President, Treasurer, Chief Compliance Officer, and Secretary of TCW ETF Trust and each of them, their true and lawful attorneys-in-fact and agents (each an “Attorney-in-Fact”), with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign the Registration Statements on Form N-14, including pre-effective and post-effective amendments to said Registration Statements, in connection with the acquisition of the assets and the assumption of the liabilities by the indicated series of TCW ETF Trust of the indicated series of TCW Funds, Inc.

As filed with the Securities and Exchange Commission on April 22, 2024

As filed with the Securities and Exchange Commission on April 22, 2024 Securities Act File No.

Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX April 22, 2024

Exhibit (11) Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX April 22, 2024 TCW ETF Trust 515 South Flower Street Los Angeles, CA 90071 Re: TCW ETF Trust Ladies and Gentlemen: We have acted as special Delaware counsel to TCW ETF Trust, a Delaware statutory trust (the “Trust”), in connection with certain m

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14, of our report dated May 25, 2023 relating to the financial statements and financial highlights of Metropolitan West Flexible Income Fund, appearing in the Annual Report on Form N-CSR of Metropolitan West Funds.

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as spec

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TCW ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 515 South Flower Stree

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Exhibit (4) FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of [ ], 2024 by and among: (i) Metropolitan West Funds (the “Target Entity”), on behalf of its series listed under the heading “Target Fund” on Schedule A attached hereto (the “Target Fund”); and (ii) TCW ETF Trust (the “Acquiring Entity”), on behalf of its series listed under the heading “Acquiring Fund” on Schedule A (the “Acquiring Fund”).

TCW Files for New Active Fixed Income ETFs and ETF Conversions

Filed by: TCW ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934.

TCW Files for New Active Fixed Income ETFs and ETF Conversions

Filed by: TCW ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

AGREEMENT February 9, 2024

EX-99.A 2 d751454dex99a.htm EX-99.A Page 8 of 8 Pages EXHIBIT A AGREEMENT February 9, 2024 The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) with respect to the fund shares issued by TCW Transform 500 ETF. Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13

VOTE / TCW ETF Trust - TCW Transform 500 ETF / PNC FINANCIAL SERVICES GROUP, INC. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 TCW Transform 500 ETF (Name of Issuer) Exchange-Traded Fund (Title of Class of Securities) 29287L106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Q&A: TCW FUNDS, INC. TCW Artificial Intelligence Equity Fund TCW New America Premier Equities Fund (each, a “Target Fund”) PROPOSED CONVERSION TO EXCHANGE-TRADED FUNDS (“ETFs”)

Filed by: TCW ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934.

VOTER PROFILE

Exhibit (17) VOTER PROFILE: Voter ID: XXXXXXXX Security ID: XXXXXXXXX Shares to Vote: **confidential** Household ID: 000000000 **please call the phone number to the right for more information VOTE REGISTERED TO: YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX January 17, 2024

Exhibit (11) Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX January 17, 2024 TCW ETF Trust 515 South Flower Street Los Angeles, CA 90071 Re: TCW ETF Trust Ladies and Gentlemen: We have acted as special Delaware counsel to TCW ETF Trust, a Delaware statutory trust (the “Trust”), in connection with certain

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

Exhibit (4) FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of [ ], 2024 by and among: (i) TCW Funds, Inc.

As filed with the Securities and Exchange Commission on January 17, 2024

As filed with the Securities and Exchange Commission on January 17, 2024 Securities Act File No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14, of our reports dated December 20, 2023 relating to the financial statements and financial highlights of TCW Artificial Intelligence Equity Fund and TCW New America Premier Equities Fund, appearing in the Annual Reports on Form N-CSR of TCW Funds, Inc.

TCW FUNDS, INC. TCW Artificial Intelligence Equity Fund (Class I: TGFTX; Class N: TGJNX) TCW New America Premier Equities Fund (Class I: TGUSX; Class N: TGUNX) SUPPLEMENT DATED JANUARY 16, 2024 TO THE PROSPECTUS, SUMMARY PROSPECTUSES AND STATEMENT OF

Filed by: TCW ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

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Filed by: TCW ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confiden

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ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM August 31, 2023 Ali R. Olia T +1 617 951 7204 [email protected] via edgar Timothy Worthington U.S. Securities and Exchange Commission Boston Regional Office 33 Arch Street, 24th Floor Boston, MA 02110 Re: Preliminary Proxy Statement for Engine No. 1 ETF Trust (File Nos. 333-249926 and 811-23617) Dear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confiden

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENGINE NO. 1 ETF TRUST (Exact name of registran

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENGINE NO. 1 ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) c/o Brown Bro

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENGINE NO. 1 ETF TRUST (Exact name of registran

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENGINE NO. 1 ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) c/o Brown Bro

Expiration

Schedule of Investments Engine No. 1 Transform 500 ETF July 31, 2022 (Unaudited) Investments Shares Value COMMON STOCKS - 99.9% Aerospace & Defense - 1.5% Boeing Co.* 5,305 $ 845,140 General Dynamics Corp. 2,195 497,541 HEICO Corp. 410 64,661 HEICO Corp., Class A 715 91,291 L3Harris Technologies, Inc. 1,835 440,345 Lockheed Martin Corp. 2,261 935,624 Northrop Grumman Corp. 1,391 666,150 Raytheon T

Expiration

Schedule of Investments Engine No. 1 Transform 500 ETF July 31, 2022 (Unaudited) Investments Shares Value COMMON STOCKS - 99.9% Aerospace & Defense - 1.5% Boeing Co.* 5,305 $ 845,140 General Dynamics Corp. 2,195 497,541 HEICO Corp. 410 64,661 HEICO Corp., Class A 715 91,291 L3Harris Technologies, Inc. 1,835 440,345 Lockheed Martin Corp. 2,261 935,624 Northrop Grumman Corp. 1,391 666,150 Raytheon T

*****

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM August 24, 2022 Ali R. Olia T +1 617 951 7204 [email protected] Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Scott Lee Re: Engine No. 1 ETF Trust (the “Trust”) File Nos. 333-249926 and 811-23617 Dear Mr. Lee: This letter is being filed to respond to the tel

Schedule of Investments

Schedule of Investments Engine No. 1 Transform 500 ETF January 31, 2022 Investments Shares Value COMMON STOCKS - 99.9% Aerospace & Defense - 1.4% Boeing Co.* 4,059 $ 812,774 General Dynamics Corp. 1,701 360,782 HEICO Corp. 313 42,690 HEICO Corp., Class A 552 60,554 L3Harris Technologies, Inc. 1,439 301,168 Lockheed Martin Corp. 1,800 700,434 Northrop Grumman Corp. 1,092 403,931 Raytheon Technologi

Engine No. 1 ETF Trust

Engine No. 1 ETF Trust Engine No. 1 Transform 500 ETF Schedule of Investments July 31, 2021 (Unaudited) Investments Shares Value ($) COMMON STOCKS - 99.7% Aerospace & Defense - 1.5% Boeing Co.* 2,182 494,179 General Dynamics Corp. 901 176,623 HEICO Corp. 163 22,046 HEICO Corp., Class A 292 35,416 L3Harris Technologies, Inc. 825 187,061 Lockheed Martin Corp. 980 364,237 Northrop Grumman Corp. 592 2

As filed with the Securities and Exchange Commission on June 21, 2021

As filed with the Securities and Exchange Commission on June 21, 2021 Securities Act File No.

CORRESP

June 21, 2021

Writer’s Direct Number 202.729.7477 Writer’s E-mail Address [email protected] June 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attention: Scott Lee Re: Engine No. 1 ETF Trust Pre-Effective Amendment No. 3 to the Registration Statement on Form N-1A (File Nos. 811-23617 and 333-249926) Ladies and Gentlemen: On behal

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENGINE NO. 1 ETF TRUST (Exact name of registran

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENGINE NO. 1 ETF TRUST (Exact name of registrant as specified in its charter) State of Delaware See below (State of incorporation or organization) (I.R.S. Employer Identification No.) 710 Sansome S

Consent of Independent Registered Public Accounting Firm1

EX-99.(J)(1) 2 tm2119155d1ex99j1.htm CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM Exhibit (j)(1) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form N-1A of our report dated April 23, 2021, relating to the financial statement of Engine No. 1 Transform 500 ETF, a series of Engine No. 1 ETF Trust, as of April 7, 2021

CORRESP

June 17, 2021

CORRESP 1 filename1.htm John Mahon Writer’s E-mail Address 202.729.7477 [email protected] June 17, 2021 VIA EDGAR Mr. Scott Lee Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Engine No. 1 ETF Trust Engine No. 1 Transform 500 ETF and Engine No. 1 Transform Climate ETF Registration Statement on Form N-1A (File Nos. 333-249926 and

June 16, 2021

John Mahon Writer?s E-mail Address 202.729.7477 [email protected] June 16, 2021 VIA EDGAR Mr. Scott Lee Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Engine No. 1 ETF Trust Engine No. 1 Transform 500 ETF and Engine No. 1 Transform Climate ETF Registration Statement on Form N-1A (File Nos. 333-249926 and 811-23617) Dear Mr. Lee:

June 11, 2021

John Mahon Writer’s E-mail Address 202.729.7477 [email protected] June 11, 2021 VIA EDGAR Mr. Scott Lee Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Engine No. 1 ETF Trust Engine No. 1 Transform 500 ETF and Engine No. 1 Transform Climate ETF Registration Statement on Form N-1A (File Nos. 333-249926 and 811-23617) Dear Mr. Lee:

Power of Attorney for Scott Ebner, dated May 26, 2021, is incorporated by reference to the Registrant’s Registration Statement filed May 28, 2021.

Exhibit (q)(2) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the President, Treasurer, Chief Compliance Officer, Secretary and Vice President of Engine No.

Distribution Services Agreement between the Adviser and Foreside is incorporated by reference to the Registrant’s Registration Statement filed May 28, 2021.

Exhibit (e)(2) ETF DISTRIBUTION SERVICES AGREEMENT THIS AGREEMENT made this 21st day of April, 2021 by and between Fund Management at Engine No.

May 28, 2021

John Mahon Writer?s E-mail Address 202.729.7477 [email protected] May 28, 2021 VIA EDGAR Mr. Scott Lee Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Engine No. 1 ETF Trust Engine No. 1 Transform 500 ETF and Engine No. 1 Transform Climate ETF Registration Statement on Form N-1A (File Nos. 333-249926 and 811-23617) Dear Mr. Lee:

Investment Advisory Agreement between the Registrant and Fund Management at Engine No. 1 LLC (the “Adviser”) is incorporated by reference to the Registrant’s Registration Statement filed May 28, 2021.

Exhibit (d)(1) FORM OF INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT, dated [ , 2021], between Engine No.

Consent of Independent Registered Public Accounting Firm1

Exhibit (j)(1) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form N-1A of our report dated April 23, 2021, relating to the financial statement of Engine No.

As filed with the Securities and Exchange Commission on May 28, 2021

As filed with the Securities and Exchange Commission on May 28, 2021 Securities Act File No.

Chief Compliance Officer and Anti Money Laundering Officer Agreement between the Registrant and Foreside Fund Officer Services is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (h)(4) FUND CCO AND AMLO AGREEMENT AGREEMENT made as of April 23, 2021 by and between Engine No.

- N-1A/A

As filed with the Securities and Exchange Commission on April 23, 2021 Securities Act File No.

Custody Agreement between the Registrant and Brown Brothers Harriman & Co. (“BBH”) is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit 99(g)(1) Execution Version CUSTODIAN AGREEMENT THIS AGREEMENT (this Agreement), dated as of April , 2021, between ENGINE NO.

Opinion and Consent of Counsel3

EX-99.(I)(1) 11 tm216213d1ex99i1.htm OPINION AND CONSENT OF COUNSEL Exhibit (i)(1) Morris, Nichols, Arsht & Tunnell llp 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 (302) 658-3989 FAX April 23, 2021 Engine No. 1 ETF Trust 710 Sansome Street San Francisco, CA 94111 Re: Engine No. 1 ETF Trust Ladies and Gentlemen: We have acted as special Delaware counsel to

Powers of Attorney for Jennifer Grancio, Jack Gee, and Elaine Orr, each dated April 6, 2021, are incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (q) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the President, Treasurer, Chief Compliance Officer, Secretary and Vice President of Engine No.

Amended and Restated Agreement and Declaration of Trust of the Registrant dated February 9, 2021 (the “Declaration”) is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (a)(2)(B) Engine No. 1 ETF Trust AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST DATED FEBRUARY 9, 2021 Table of Contents Page ARTICLE I. NAME AND DEFINITIONS 1 Section 1.1. Name 1 Section 1.2. Definitions 1 ARTICLE II. BENEFICIAL INTEREST 3 Section 2.1. Shares of Beneficial Ownership Interest 3 Section 2.2. Issuance of Shares 3 Section 2.3. Ownership and Transfer of Shares 4 Secti

Administrative and Transfer Agency Agreement between the Registrant and BBH is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit 99.(h)(1) EXECUTION COPY ADMINISTRATIVE AND TRANSFER AGENCY AGREEMENT THIS AGREEMENT is made as of April , 2021, by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the "Administrator"), and Engine No. 1 ETF Trust, a Delaware statutory trust (the ?Fund? on behalf of each series listed on Appendix A to this Agreement, as the

Form of Authorized Participant Agreement is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (h)(2) Final Form of 4.16.2021 FORM OF AUTHORIZED PARTICIPANT AGREEMENT ENGINE NO. 1 ETF TRUST This Authorized Participant Agreement (the ?Agreement?) is entered into by and between Foreside Financial Services, LLC (the ?Distributor?) and (the ?Participant?) and is subject to acceptance by Brown Brothers Harriman & Co. (the ?Transfer Agent/Index Receipt Agent?), and is further subject to a

Distribution Agreement between the Registrant and Foreside Financial Services LLC (“Foreside”) is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (e)(1) ETF DISTRIBUTION AGREEMENT This Distribution Agreement (the ?Agreement?) is made this day of 2021, by and between Engine No.

Engine No. 1 ETF Initial Capital Agreement dated April 7, 2021 is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (l) Fund Management at Engine No. 1 LLC 710 Sansome Street San Francisco, CA 94111 April 7, 2021 Board of Trustees Engine No. 1 ETF Trust 710 Sansome Street San Francisco, CA 94111 To the Board of Trustees: In order to provide Engine No. 1 ETF Trust (the ?Trust?) with initial capital so as to enable the public offering of shares of the Trust, Fund Management at Engine No. 1 LLC is hereby p

Code of Ethics of Foreside is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (p)(3) Code of Ethics INTRODUCTION 1 1. STANDARDS OF PROFESSIONAL CONDUCT 2 (a) Fiduciary Duties 2 (b) Compliance with Laws 2 (c) Corporate Culture 2 (d) Professional Misconduct 2 (e) Disclosure of Conflicts 3 (f) Undue Influence 3 (g) Confidentiality and Protection of Material Nonpublic Information 3 (h) Personal Securities Transactions 4 (i) Gifts 4 (j) Service on Boards 4 (k) Prohibitio

Certificate of Amendment dated December 21, 2020 to the Certificate of Trust of the Registrant, as filed with the Office of the Secretary of State of Delaware on December 21, 2020 is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (a)(1)(B) Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?DEER LANE ETF TRUST?, CHANGING ITS NAME FROM ?DEER LANE ETF TRUST? TO ?ENGINE NO. 1 ETF TRUST?, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER, A.D. 2020, AT 1:47 O?CLOCK P.M. /s

Principal Financial Officer Agreement between the Registrant and Foreside Fund Officers Service, LLC is incorporated by reference to the Registrant’s Registration Statement on Form N-1A (Registration Nos. 333-249926 and 811-23617) filed April 23, 2021.

Exhibit (h)(3) FUND PFO/TREASURER AGREEMENT AGREEMENT made as of April 23, 2021 by and between Engine No.

Code of Ethics of the Adviser is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (p)(2) Appendix A. Code of Ethics TABLE OF CONTENTS Page I. INTRODUCTION A-2 II. FIDUCIARY DUTY AND STATEMENT OF POLICIES A-2 III. PERSONAL TRADING POLICIES AND PROCEDURES A-4 IV. REPORTING REQUIREMENTS A-7 V. EXCEPTIONS FROM PRECLEARANCE AND TRANSACTION REPORTING REQUIREMENTS A-8 VI. OVERSIGHT OF CODE OF ETHICS A-9 VII. CONFIDENTIALITY A-10 VIII. ACKNOWLEDGMENT A-10 IX. EXHIBITS A-10 A-1

Code of Ethics of the Registrant is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (p)(1) ENGINE NO. 1 ETF TRUST CODE OF ETHICS This Code of Ethics (the ?Code?) has been adopted by Engine No. 1 ETF Trust (the ?Trust?) in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the ?Act?) (unless specifically identified, Rule 17j-1 is referred to as the ?Rule?). This Code of Ethics is intended to ensure that all acts, practices and courses of business engaged

Amended and Restated By-Laws of the Registrant dated February 9. 2021 (the “By-Laws”) is incorporated by reference to the Registrant’s Registration Statement filed April 23, 2021.

Exhibit (b)(1)(B) AMENDED AND RESTATED BY-LAWS OF ENGINE NO. 1 ETF TRUST These Amended and Restated By-Laws (these ?By-Laws?) of Engine No. 1 ETF Trust (the ?Trust?), a Delaware statutory trust, are subject to the Trust?s Amended and Restated Agreement and Declaration of Trust, dated February 8, 2021, as from time to time amended, supplemented, or restated (the ?Trust Instrument?). Capitalized ter

Opinion and Consent of Independent Registered Public Accounting Firm

Exhibit (j)(1) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form N-1A of our report dated April 23, 2021, relating to the financial statement of Engine No.

February 12, 2021

John Mahon Writer’s E-mail Address 202.729.7477 [email protected] February 12, 2021 VIA EDGAR Mr. Scott Lee Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Engine No. 1 ETF Trust, Engine No. 1 U.S. Engagement ETF Registration Statement on Form N-1A (File Nos. 333-249926 and 811-23617) Dear Mr. Lee: On behalf of Engine No. 1 ETF T

- N-8A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notific

Certificate of Trust dated October 26, 2020, as filed with the Office of the Secretary of State of the State of Delaware on October 26, 2020, for Deer Lane ETF Trust (the “Registrant” or “Trust”) is incorporated by reference to the Registrant’s Registration Statement on Form N-1A (Registration Nos. 333-249926 and 811-23617) filed November 20, 2020.

EX-99.(A)(1)(A) 2 tm2035092d1ex99-a1a.htm CERTIFICATE OF TRUST OF THE REGISTRANT Exhibit 99.(a)(1)(A) Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STATUTORY TRUST REGISTRATION OF "DEER LANE ETF TRUST", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF OCTOBER, A.D. 2

November 6, 2020

John Mahon 202.729.7477 Writer's E-mail Address [email protected] November 6, 2020 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549-0505 Re: Deer Lane ETF Trust Registration Statement on Form N-1A Ladies and Gentlemen: On behalf of Deer Lane ETF Trust (the "Trust"), we are transmitting for filing with the Securities and Exchang

As filed with the Securities and Exchange Commission on November 6, 2020

As filed with the Securities and Exchange Commission on November 6, 2020 Securities Act File No.