UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment
Company Act file number 811-23477
BNY Mellon ETF Trust
(Exact name of registrant as specified in charter)
_____________New York,
New York 10286_____________
(Address of principal executive offices) (Zip code)
_________________New
York, New York 10286_____________
(Name and address of
agent for service)
Registrant's
telephone number, including area code: (212) 922-6400
Date
of fiscal year end: October 31
Date
of reporting period: October 31, 2023
The following N-CSR relates only to the Registrant's
series listed below and does not relate to any series of the Registrant with a
different fiscal year end and, therefore, different N-CSR reporting
requirements. A separate N-CSR will be filed for any series with a different
fiscal year end, as appropriate.
BNY
Mellon US Large Cap Core Equity ETF
BNY
Mellon US Mid Cap Core Equity ETF
BNY
Mellon US Small Cap Core Equity ETF
BNY
Mellon International Equity ETF
BNY
Mellon Emerging Markets Equity ETF
BNY
Mellon High Yield Beta ETF
BNY
Mellon Sustainable Global Emerging Markets ETF
BNY
Mellon Sustainable International Equity ETF
BNY
Mellon Sustainable US Equity ETF
BNY
Mellon Concentrated International ETF
BNY
Mellon Global Infrastructure Income ETF
Item 1. Reports to
Stockholders.
The
following is a copy of the report transmitted to shareholders pursuant to Rule
30e-1 under the Investment Company Act of 1940, as amended (17 CFR 270.30e-1)(“1940
Act”).
Item
1. Reports to Stockholders (cont.).
(a) As
of the period ended October 31, 2023 (the “Reporting Period”), the Registrant
has adopted a code of ethics that applies to the Registrant’s principal
executive officer, principal financial officer, principal accounting officer,
controller or persons performing similar functions, regardless of whether these
individuals are employed by the Registrant or a third party.
(c) During
the Reporting Period, there have been no amendments to a provision of the code
of ethics that applies to the Registrant’s principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals
are employed by the Registrant or a third party, and that relates to any
element of the code of ethics description.
(d) During
the Reporting Period, the Registrant has not granted any waivers, including an
implicit waiver, from a provision of the code of ethics to the Registrant’s
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the Registrant or a third party, that
relates to one or more of the items set forth in paragraph (b) of this item’s
instructions.
Item
3. Audit Committee Financial Expert.
The
Registrant’s Board of Trustees has determined that Mr. Kevin W. Quinn is
qualified to serve as an audit committee financial expert serving on the
Registrant’s audit committee and that he is “independent,” as defined by Item 3
of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The aggregate fees billed for each
of the last two fiscal years
for professional services rendered by the principal
accountant for the audit of the Registrant’s annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years were $227,800
in 2022 and $233,478 in 2023.
The aggregate fees billed for each
of the last two fiscal years for assurance and related services rendered to the
Registrant by the principal accountant that are reasonably related to the
performance of the audit of the Registrant’s financial statements and are not
reported under paragraph (a) of this Item were $72,000 in 2022 and $73,440 in
2023. These services consisted of security counts required by Rule 17f-2 under
the 1940 Act.
The aggregate fees billed for each
of the last two fiscal years for professional services rendered to the
Registrant by the principal accountant for tax compliance, tax advice and tax
planning were $45,600 in 2022 and $46,512 in 2023. These services consisted
of (i) review or
preparation of U.S. federal, state, local and excise tax returns; (ii) U.S.
federal, state and local entity tax planning, advice and assistance regarding
statutory, regulatory or administrative developments, and (iii) tax advice
regarding tax qualification
.
The aggregate fees billed for each
of the last two fiscal years for products and services provided by the principal
accountant, other than the services reported in paragraphs (a) through (c) of
this Item were $0 in 2022 and $0 in 2023.
(e)(1) Pursuant
to the Registrant’s Audit Committee Charter that has been adopted by the audit
committee, the audit committee shall approve all audit and permissible
non-audit services to be provided to the Registrant and all permissible
non-audit services to be provided to its investment adviser or any entity
controlling, controlled by or under common control with the investment adviser
that provides ongoing services to the Registrant if the engagement relates
directly to the operations and financial reporting of the Registrant.
(e)(2) The
percentage of services described in paragraphs (b) through (d) of this Item
that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X, with respect to: Audit-Related Fees was 100%; Tax
Fees was 100%; and All Other Fees was 0%.
(f) The
percentage of hours expended on the principal accountant’s engagement to audit
the Registrant’s financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant’s
full-time, permanent employees was less than fifty percent.
(g) The
aggregate non-audit fees billed by the Registrant’s accountant for services
rendered to the Registrant, and rendered to the Registrant’s investment adviser
(not including any sub-adviser whose role is primarily portfolio management and
is subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the Registrant for each of the last two
fiscal years of the Registrant were $598,455 in 2022 and $199,520 in 2023.
(h) The
Registrant’s audit committee has considered whether the provision of non-audit
services that were rendered to the Registrant’s investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the Registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant’s independence.
Item 5. Audit
Committee of Listed Registrants.
(a) The
Registrant has a separately designated audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended, which consists of independent trustees of the Registrant. The audit
committee members are J. Charles Cardona, Kristen M. Dickey, F. Jack Liebau,
Jr., Jill I. Mavro, Kevin W. Quinn, and Stacy L. Schaus.
(a) The
Schedule of Investments in securities of unaffiliated issuers as of the close
of the Reporting Period is included as part of the report to shareholders filed
under Item 1(a) of this Form N-CSR.
Item 7. Disclosure
of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies.
Item 8. Portfolio
Managers of Closed-End Management Investment Companies.
Item 9. Purchases
of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers.
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no material changes to the procedures by which the shareholders may
recommend nominees to the Registrant’s Board of Trustees, where those changes
were implemented after the Registrant last provided disclosure in response to
the requirements of Item 407(c)(2)(iv) of Regulation S‑K (17 CFR 229.407)
(as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this
Item.
Item
11. Controls and Procedures.
The Registrant’s
principal executive and principal financial officers, or persons performing
similar functions, have concluded that the Registrant’s disclosure controls and
procedures (as defined in Rule 30a-3(c) under the 1940 Act (17 CFR
270.30a-3(c))) are effective, as of a date within 90 days of the filing date of
the report that includes the disclosure required by this paragraph, based on
their evaluation of these controls and procedures required by Rule 30a-3(b)
under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under
the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
There were no
changes in the Registrant’s internal control over financial reporting (as
defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Registrant’s internal control
over financial reporting.
Item 12.
Disclosure of Securities Lending Activities for Closed-End Management
Investment Companies.
(a)(2)(1)
Not applicable.
(a)(2)(2)
Not applicable.
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
(Registrant) BNY
Mellon ETF Trust
By
(Signature and Title)* /s/ David J. DiPetrillo
David J. DiPetrillo, President
(Principal
Executive Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By
(Signature and Title)* /s/ David J. DiPetrillo
David J. DiPetrillo,
President
(Principal
Executive Officer)
By
(Signature and Title)* /s/ James Windels
James Windels, Treasurer
(Principal
Financial and Accounting Officer)
*
Print the name
and title of each signing officer under his or her signature.
Certification Pursuant to Rule 30a-2(a)
under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of
2002
I, David DiPetrillo, certify that:
I
have reviewed this report on Form N-CSR of BNY Mellon ETF Trust;
2. Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of
1940) for the registrant and have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The
registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
Date: 12/19/2023 /s/
David J. DiPetrillo
David J. DiPetrillo
, President
(Principal
Executive Officer)
Certification Pursuant to Rule 30a-2(a)
under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of
2002
I, James Windels,
certify that:
1. I
have reviewed this report on Form N-CSR of BNY Mellon ETF Trust;
2. Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
registrant as of, and for, the periods presented in this report;
4. The
registrant's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of
1940) for the registrant and have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The
registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
Date:
12/19/2023 /s/ James Windels
(Principal
Financial and Accounting Officer)
Sarbanes-Oxley
Code of Ethics for Principal Executive, Financial and Accounting Officers
Most Recently Revised: January 2022
_____________________________________________________________________________________
Background
In accordance with the
Sarbanes-Oxley Act of 2002 (the “SOX Act”) and the rules promulgated thereunder
by the SEC, a RIC is required to file, on a semi-annual basis, a report on Form
N-CSR in which the RIC must disclose whether it has adopted, for the purposes
set forth below, a code of ethics applicable to certain of its officers.
Such a code of ethics will govern
the conduct of a RIC’s principal executive officer, the principal financial
officer, the principal accounting officer or controller or persons performing
similar functions (each a “Covered Officer” and collectively, “Covered
Officers”), regardless of whether such persons are employed by the RIC or a third
party for the purpose of promoting:
Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;
Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a RIC files with, or submits to, the SEC and in other public
communications by the RIC;
Compliance with applicable governmental laws, rules and
regulations;
The prompt internal reporting of violations of the code of ethics
to the appropriate persons as set forth in the code of ethics; and
Accountability for adherence to the code of ethics.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest. All Covered Officers must become
familiar and fully comply with the code of ethics.
Policies and
Procedures
Conflicts of Interest
A “conflict
of interest” occurs when a Covered Officer’s private interest interferes with
the interests of, or his or her service to, the Funds. For example, a conflict
of interest would arise if a Covered Officer receives improper personal
benefits as a result of his or her position with the Funds.
Certain
conflicts of interest may arise out of the relationships between Covered
Officers and the Funds and already are subject to conflict of interest
provisions in the IC Act and the Advisers Act. For example, Covered Officers
may not individually engage in certain transactions (such as the purchase or
sale of securities or other property) with the Funds because of their status as
“affiliated persons” of a Fund. Each Fund and certain of its Service Providers’
compliance programs and procedures are designed to prevent, or identify and correct,
violations of these provisions. This code of ethics does not, and is not
intended to, repeat or replace these programs and procedures, and such
conflicts fall outside the parameters of this code of ethics. Rather, this code
of ethics (the “SOX Code”) is intended to address the Covered Officers’
obligations under the SOX Act.
Although
typically not presenting an opportunity for improper personal benefit,
conflicts may arise from, or as a result of, the contractual relationship
between the Funds and their investment adviser, principal underwriter, or
administrator (each an “Employer”) of which the Covered Officers may be
officers or employees. As a result, this SOX Code recognizes that the Covered
Officers will, in the normal course of their duties (whether for the Funds or
an Employer), be involved in establishing policies and implementing decisions
that will have different effects on the Employer and the Funds. The
participation of the Covered Officers in such activities is inherent in the
contractual relationships between the Funds and the Employers and is consistent
with the performance by the Covered Officers of their duties as officers of the
Funds. Thus, if performed in conformity with the provisions of the IC Act and
the Advisers Act, such activities normally will be deemed to have been handled
ethically. In addition, it is recognized by the Board that the Covered Officers
may also be officers or employees of one or more other investment companies
covered by this SOX Code or other codes of ethics.
Other
conflicts of interest are covered by the SOX Code, even if such conflicts of
interest are not subject to provisions in the IC Act and the Advisers Act. While
it is impossible to describe all conflicts that may arise, a conflict should be
considered to exist whenever a Covered Officer participates, directly or
indirectly, in any material investment, interest, association, activity or
relationship that a reasonable observer would view as likely to impair the
Covered Officer’s objectivity. Disclosure of conflicts should be made to the CCO
or other appropriate senior executive or to a member of the Board. Covered
Officers that are unsure whether a particular fact pattern gives rise to a
conflict of interest or whether a particular transaction or relationship is
“material” should bring such matter to the attention of the CCO.
Disclosure Documents and Compliance
Covered
Officers must not knowingly make any misrepresentations regarding the Funds’
financial statements or any facts in the preparation of the Funds’ financial
statements, and must comply with all applicable laws, standards, principles,
guidelines, rules and regulations in the preparation of the Funds’ financial
statements. This section is intended to prohibit an officer from knowingly:
- Making,
or permitting or directing another to make, materially false or misleading
entries in the Funds’ financial statements or records;
- Failing
to correct the Funds’ financial statements or records that are materially
false or misleading when he or she has the authority to record an entry;
and
- Signing,
or permitting or directing another to sign, a document containing
materially false or misleading financial information.
Each Covered
Officer:
- Should
familiarize himself or herself with the disclosure requirements generally
applicable to the Funds;
- Should
not knowingly misrepresent, or cause others to misrepresent, facts about
the Funds to others, including to the Board, auditors, governmental
regulators or self-regulatory organizations;
- Should
promote full, fair, accurate, timely and understandable disclosure in the
reports and documents the Funds file with, or submit to, the SEC and in
other public communications made by the Funds; and
- Has
the responsibility to promote compliance with the standards and
restrictions imposed by applicable laws, rules and regulations.
Reporting of Violations and Sanctions
Covered
Officers should promptly report any conduct or actions by themselves or another
Covered Officer that do not comply or otherwise violate this SOX Code to the CCO.
The CCO is charged with investigating any allegation and will report his or her
findings and recommendations to the Board’s Audit Committee. If the Audit
Committee concludes that the Covered Officer has violated this SOX Code, it may
impose appropriate sanctions, including:
- A
reprimand;
- Disgorgement
of any profit or restitution of any loss;
- Imposition
of additional controls and procedures;
- Suspension;
- Termination;
and
- Any
other measure that the Audit Committee may decide is appropriate under the
circumstances, including notifying regulatory authorities.
Any matter
that the Audit Committee believes is a material violation will be promptly reported
to the Board.
A Covered
Officer must not retaliate against any other Covered Officer or any employee or
agent of an affiliated person of the Funds for good faith reports of potential
violations.
Accountability of Covered Officers
Each Covered
Officer must:
- Upon
adoption of the SOX Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he or she has
received, read, and understands the SOX Code; and
- Annually
thereafter affirm to the Board that he or she has complied with the
requirements of the SOX Code.
Other Policies and Procedures
This SOX Code
shall be the sole code of ethics adopted by the Funds for purposes of Section
406 of the SOX Act and the rules and forms applicable to RICs thereunder.
Insofar as other policies or procedures of the Funds, the Employers or other Service
Providers govern or purport to govern the behavior or activities of the Covered
Officers who are subject to this SOX Code, they are superseded by this SOX Code
to the extent that they overlap or conflict with the provisions of this SOX Code.
The Funds and any Employer code of ethics under Rule 17j-1 under the IC Act are
separate requirements applying to the Covered Officers and others, and are not
part of this SOX Code.
Amendments
The Board
may from time to time amend this SOX Code or adopt such interpretations of this
SOX Code as they deem appropriate. Any amendments to this SOX Code will be
provided to the Covered Officers.
Internal Use and Confidentiality
All reports
and records prepared or maintained pursuant to this SOX Code shall be treated
as confidential and shall not be disclosed to anyone other than the Board, the
Covered Officers and Fund Counsel, except as otherwise requested in accordance
with applicable law.
The SOX Code
is intended solely for the internal use by the Funds and does not constitute an
admission, by or on behalf of the Funds, as to any fact, circumstance, or legal
conclusion.
Exhibit
A - C
e
r
ti
f
ica
t
ion
of
Compliance with Sarbanes-Oxley
C
ode
o
f
Ethics
f
or P
r
i
n
c
i
p
al
Ex
ec
utiv
e
,
F
i
nan
c
ial
a
n
d
A
c
c
ounting
Of
f
ic
e
r
s
(OFFICER NAME), in his/her capacity as a Covered Officer under the
Sarbanes-Oxley Code of Ethics for Principal Executive, Financial and Accounting
Officers (the "Code") adopted by the funds in the BNY Mellon ETF
Trust (the "Trust"), does hereby affirm to the Board of Trustees of
the Trust that he/she has complied with the requirements of the Code during (YEAR).
O
f
fi
c
e
r
N
a
me
(Ple
a
se
Pr
i
nt)
_____________________________________________________
O
f
fi
c
e
r
Si
g
n
a
t
u
re
_____________________________________________________________
D
a
te
__________________________
