Item 2. Code of Ethics.

(a) As of the period ended October 31, 2020 (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, during the period covered by this report, 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.

(a) Audit Fees

The aggregate fees billed for the last fiscal year ended October 31, 2020 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 that fiscal year was $156,000. The Registrant commenced operations on April 9, 2020 and thus has completed only one fiscal year to date.

(b) Audit-Related Fees

The aggregate fees billed for the last fiscal year ended October 31, 2020 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 was $48,000. These services consisted of security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended. The Registrant commenced operations on April 9, 2020 and thus has completed only one fiscal year to date.

The aggregate fees billed for the last fiscal year ended October 31, 2020 for professional services rendered to the Registrant by the principal accountant for tax compliance, tax advice and tax planning was $30,400. 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 Registrant commenced operations on April 9, 2020 and thus has completed only one fiscal year to date.

(d) All Other Fees

The aggregate fees billed for the last fiscal year ended October 31, 2020 for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item was $0. The Registrant commenced operations on April 9, 2020 and thus has completed only one fiscal year to date.

(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 the last fiscal year of the Registrant was $69,187. The Registrant commenced operations on April 9, 2020 and thus has completed only one fiscal year to date.

(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.

(b) Not applicable.

Item 6. Investments.

(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 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

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.

(a)

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 Investment Company Act of 1940, as amended (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)).

(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.

Not applicable.

Item 13. Exhibits.

(a)(1)

Code of ethics that is the subject of disclosure required by Item 2 of this Form N-CSR is attached hereto.

(a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

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 DiPetrillo
David DiPetrillo, President

(Principal Executive Officer)

Date 12/22/2020

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 DiPetrillo
David DiPetrillo, President

(Principal Executive Officer)

Date 12/22/2020 ___________

By (Signature and Title)* /s/ James Windels ______
James Windels, Treasurer

(Principal Financial and Accounting Officer)

Date 12/22/2020

Print the name and title of each signing officer under his or her signature.

Sarbanes-Oxley Code of Ethics for Principal Executive, Financial and Accounting Officers

Most Recently Revised: February 5, 2020

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:

o

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

o

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;

o

Compliance with applicable governmental laws, rules and regulations;

o

The prompt internal reporting of violations of the code of ethics to the appropriate persons as set forth in the code of ethics; and

o

Accountability for adherence to the code of ethics.

o

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.

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