Sarbanes-Oxley
Code of Ethics for Principal Executive, Financial and Accounting Officers
Most Recently Revised: January 2022
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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
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(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).
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