ETF Trust Clause Samples

ETF Trust. Annual Minimum per Fund2 Basis Point on Trust AUM2 Funds 1-5 $[ ] First $250m [ ] bps Funds 6 and above $[ ] Next $250m [ ] bps Next $500m [ ] bps Balance [ ] bps 1 Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM. Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the service agreement’s 12-month period beginning with the Fund’s launch or any anniversary of launch. To avoid doubt, if Adviser launched a Fund on March 1, 2020 and terminated the relationship on June 30, 2021, Adviser would owe U.S. Bank up to [ ]% of $[ ] ($[ ] admin/acct/ta + $[ ] Custody). Additional services not included above shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

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 terms used herein which are defined in the Trust Instrument are used as therein defined. The provisions of Sections 11.6, 11.7, 11.11 and 11.12 of the Trust Instrument shall apply to these By-Laws mutatis mutandis. In the event of any inconsistency between the terms hereof and the terms of the Trust Instrument, the terms of the Trust Instrument control.

ETF Trust. (all percentages are expressed as a percentage of average daily net assets)

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 B▇▇▇▇ Brothers H▇▇▇▇▇▇▇ & Co. (the “Transfer Agent/Index Receipt Agent”), and is further subject to acknowledgement and agreement by Engine No. 1 ETF Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), with respect to the provisions hereof applicable to the Trust herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”). The Distributor provides services as principal underwriter of the Funds acting on an agency basis in connection with the distribution of shares of beneficial interest of each Fund (the “Shares”). The Transfer Agent/Index Receipt Agent has been retained to provide certain transfer agency services and to be the order taker with respect to the purchase and redemption of Creation Units of Shares. This Agreement is intended to set forth certain procedures by which the Participant may purchase and/or redeem Creation Units through the Federal Reserve/Treasury Automated Debt Entry System maintained at the Federal Reserve Bank of New York (the “Federal Reserve Book-Entry System”) and the Continuous Net Settlement (“CNS”) clearing processes of National Securities Clearing Corporation (“NSCC”) (as such processes have been enhanced to effect purchases and redemptions of Creation Units, the “CNS Clearing Process”) or, outside of the CNS Clearing Process, the manual process of The Depository Trust Company (“DTC”). Nothing in this Agreement shall obligate the Participant to create or redeem one or more Creation Units of Shares, to facilitate a creation or redemption through it by a participant client, or to sell or offer to sell the Shares. The parties agree as follows:

ETF Trust. By: Name: J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President By: C▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President FUND CCO & AMLO SERVICES Foreside will propose a qualified candidate to serve as each Fund’s CCO & AMLO, who will assume responsibility as Fund CCO & AMLO upon appointment by the Fund’s Board of Trustees (the “Board”). Foreside and the CCO/AMLO will perform the following Fund CCO/AML services: ¾ Develop compliance policies and procedures for the Fund, designed to meet the requirements of Rule 38a-1 under the Investment Company Act of 1940 (the “1940 Act”); ¾ Conduct periodic reviews of the adequacy of the Fund’s compliance policies and procedures and determine the effectiveness of their implementation; ¾ Conduct periodic reviews of the adequacy and effectiveness of the following service providers’ compliance policies and procedures: advisor, sub-advisor, distributor, administrator and transfer agent; ¾ Create, provide to the Fund, implement and follow a detailed compliance calendar to support the timely completion of relevant Fund compliance activities; ¾ Recommend the incorporation of any new or amended regulations or “best practice” initiatives into the Fund’s compliance policies and procedures that may be appropriate; ¾ Perform and document testing of certain key Fund and service provider compliance procedures, including collecting and organizing relevant compliance data, reviewing reports, investigating exceptions, and making inquiries of Fund management and the Fund’s service providers; ¾ Manage all Fund code of ethics procedures, including related certifications and reports; ¾ Provide such support as may be reasonably requested related to responding to regulatory exams conducted by the Securities and Exchange Commission, including assembling materials in response to requests, interfacing with exam staff, and preparing a written response to deficiencies; ¾ Offer training sessions on topics and to personnel designated by management or the Board; ¾ Conduct on-site visits to the advisor and/or sub-advisors and other service providers as necessary; ¾ Meet periodically with the Fund’s management; ¾ Prepare quarterly and annual CCO (and AMLO if applicable) reports for the Board, including a written report to the Board on the CCO's annual review of the adequacy and effectiveness of the policies and procedures of the Fund and the Fund's relevant service providers as required by Rule 38a-1 under the 1940 Act; ¾ Attend Board and Board Committee meetings (in-person and telephonic), a...

ETF Trust. The Trustees shall conduct the business of the Trust under such name or any other name as they may from time to time determine. The Trustees may, without Shareholder approval, change the name of the Trust or any Series or Class and adopt such other name as they deem proper. Any name change of any Series or Class shall become effective upon approval by the Trustees of such change or any document (including any Registration Statement) reflecting such change. Any name change of the Trust shall become effective upon the effectiveness of the filing of a certificate of amendment under the Delaware Act reflecting such change. Any such action shall have the status of an amendment to this Trust Instrument. In the event of any name change, the Trustees shall cause notice to be given to the affected Shareholders within a reasonable time after the implementation of such change, which notice will be deemed given if the changed name is reflected in any Registration Statement, as supplemented and/or amended from time to time.