CVIE / Morgan Stanley ETF Trust - Calvert International Responsible Index ETF - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

As filed with the Securities and Exchange Commission on August 4, 2025

As filed with the Securities and Exchange Commission on August 4, 2025 1933 Act Registration No.

AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 99.(4) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of June 12, 2025, by and between MORGAN STANLEY MORTGAGE SECURITIES TRUST (the “Acquired Fund”), a Massachusetts business trust, and Morgan Stanley ETF Trust (“Acquiring Fund Trust”), a Delaware statutory trust, on behalf of the Eaton Vance Mortgage Opportunities ETF (the “Acquiri

Three Bryant Park

Exhibit 99.(12) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com August 1, 2025 Board of Trustees Morgan Stanley Mortgage Securities Trust 1585 Broadway New York, NY 10036 Board of Trustees Eaton Vance Mortgage Opportunities ETF Morgan Stanley ETF Trust 1585 Broadway New York, NY 10036 Dear Ladies and Gentlemen: You have

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions “Other Services Provided – Independent Registered Public Accounting Firm”, “Financial Highlights”, “Appendix A - Form of Agreement and Plan of Reorganization” and “Appendix B – Acquired Fund Financial Highlights” in the Combined Proxy Statement and Prospectus include

FORM OF TAX OPINION

Exhibit 99.(12) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com FORM OF TAX OPINION June 24, 2025 Board of Trustees Morgan Stanley Income Opportunities Fund 1585 Broadway New York, NY 10036 Board of Trustees Eaton Vance Income Opportunities ETF Morgan Stanley ETF Trust 1585 Broadway New York, NY 10036 Dear Ladies and Ge

Amended and Restated Schedule A MORGAN STANLEY ETF TRUST April 24, 2025

Exhibit 99.(1)(c) Amended and Restated Schedule A MORGAN STANLEY ETF TRUST April 24, 2025 Series of Shares Calvert International Responsible Index ETF Calvert US Large-Cap Core Responsible Index ETF Calvert US Large-Cap Diversity, Equity and Inclusion Index ETF Calvert US Mid-Cap Core Responsible Index ETF Calvert US Select Equity ETF Calvert Ultra-Short Investment Grade ETF Eaton Vance Ultra-Shor

As filed with the Securities and Exchange Commission on June 24, 2025

As filed with the Securities and Exchange Commission on June 24, 2025 1933 Act Registration No.

June 24, 2025

Exhibit 99.(11) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 Tel: +1 212 698 3500 Fax: +1 212 698 3599 www.dechert.com June 24, 2025 Morgan Stanley ETF Trust 1585 Broadway New York, New York 10036 Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14 under the Securities Act of 1933 Dear Ladies and Gentlemen: We have acted as counsel to Morgan Stan

POWER OF ATTORNEY

Exhibit 99.(16) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Eddie A. Grier, a Trustee of the Morgan Stanley ETF Trust (the “Trust”), whose signature appears below, constitutes and appoints Mark F. Parise, Todd P. Zerega and Betselot Zeleke, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointe

SCHEDULE A

Exhibit 99.(6)(b) SCHEDULE A As of April 2025 PORTFOLIO EFFECTIVE DATE OF AGREEMENT CONTRACTUAL RATE OF MANAGEMENT FEES Calvert International Responsible Index ETF Effective Date: January 18, 2023 0.18% of average daily net assets Calvert Ultra-Short Investment Grade ETF Effective Date: January 18, 2023 0.24% of average daily net assets Calvert US Large-Cap Core Responsible Index ETF Effective Dat

Morgan Stanley Income Opportunities Fundc/o Morgan Stanley Investment Management Inc. 1585 Broadway New York, NY 10036 Proxy for A Special Meeting of Shareholders to be held on September 15, 2025 This proxy is solicited on behalf of the Board of Trus

Exhibit 99.17 Morgan Stanley Income Opportunities Fundc/o Morgan Stanley Investment Management Inc. 1585 Broadway New York, NY 10036 Proxy for A Special Meeting of Shareholders to be held on September 15, 2025 This proxy is solicited on behalf of the Board of Trustees (the “Board”) of Morgan Stanley Income Opportunities Fund (formerly, Morgan Stanley Global Fixed Income Opportunities Fund) (the “F

SUPPLEMENT DATED JUNE 23, 2025 TO THE SUMMARY PROSPECTUSES, PROSPECTUSES, AND STATEMENT OF ADDITIONAL INFORMATION OF Morgan Stanley Income Opportunities Fund, dated February 28, 2025, as amended June 23, 2025

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

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

SUPPLEMENT DATED MAY 30, 2025 TO THE SUMMARY PROSPECTUSES, PROSPECTUSES, AND STATEMENT OF ADDITIONAL INFORMATION OF Morgan Stanley Income Opportunities Fund, dated February 28, 2025, as amended May 30, 2025

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

1095 Avenue of the Americas

1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

1585 BROADWAY 27TH FLOOR, ROOM J NEW YORK, NEW YORK 10036

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-6 under the Securities Exchange Act of 1934.

SUPPLEMENT DATED APRIL 25, 2025 TO THE SUMMARY PROSPECTUSES, PROSPECTUSES, AND STATEMENT OF ADDITIONAL INFORMATION OF Morgan Stanley Global Fixed Income Opportunities Fund, dated February 28, 2025, as supplemented

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

Q&A: MORGAN STANLEY GLOBAL FIXED INCOME OPPORTUNITIES FUND (the “Acquired Fund”) PROPOSED CONVERSION TO EXCHANGE-TRADED FUND (“ETF”)

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

Q&A: Proposed Conversion to an Exchange-Traded Fund (“ETF”) April 25, 2025 Morgan Stanley Global Fixed Income Opportunities Fund (the “Acquired Fund”)

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

As filed with the Securities and Exchange Commission on March 14, 2025

As filed with the Securities and Exchange Commission on March 14, 2025 1933 Act Registration No.

(continued)

Exhibit 99.(12) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com FORM OF TAX OPINION [], 2025 Board of Trustees Morgan Stanley Mortgage Securities Trust 1585 Broadway New York, NY 10036 Board of Trustees Eaton Vance Mortgage Opportunities ETF Morgan Stanley ETF Trust 1585 Broadway New York, NY 10036 Dear Ladies and Gentl

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions “Other Services Provided – Independent Registered Public Accounting Firm”, “Financial Highlights” and “Appendix D – Acquired Fund Financial Highlights” in the Combined Proxy Statement and Prospectus and “Investment Management and Other Services – Independent Register

March 14, 2025

Exhibit 99.(11) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 Tel: +1 212 698 3500 Fax: +1 212 698 3599 www.dechert.com March 14, 2025 Morgan Stanley ETF Trust 1585 Broadway New York, New York 10036 Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14 under the Securities Act of 1933 Dear Ladies and Gentlemen: We have acted as counsel to Morgan Sta

Q&A: Proposed Conversion to an Exchange-Traded Fund (“ETF”) March 14, 2025 Morgan Stanley Mortgage Securities Trust (the “Acquired Fund”)

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

POWER OF ATTORNEY

Exhibit 99.(16) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Eddie A. Grier, a Trustee of the Morgan Stanley ETF Trust (the “Trust”), whose signature appears below, constitutes and appoints Mark F. Parise, Todd P. Zerega and Betselot Zeleke, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointe

SUPPLEMENT DATED MARCH 14, 2025 TO THE SUMMARY PROSPECTUS, PROSPECTUS, AND STATEMENT OF ADDITIONAL INFORMATION OF Morgan Stanley Mortgage Securities Trust, dated February 28, 2025 (the “Acquired Fund”)

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

Morgan Stanley Mortgage Securities Trust YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE COMB

Exhibit 99.(17) Morgan Stanley Mortgage Securities Trustc/o Morgan Stanley Investment Management Inc. 1585 Broadway New York, NY 10036 Proxy for A Special Meeting of Shareholders to be held on June 5, 2025 This proxy is solicited on behalf of the Board of Trustees (the “Board”) of Morgan Stanley Mortgage Securities Trust (the “Fund”). The undersigned hereby appoints John H. Gernon, Michael J. Key,

Amended and Restated Schedule A MORGAN STANLEY ETF TRUST March 12, 2025

Exhibit 99.(1)(c) Amended and Restated Schedule A MORGAN STANLEY ETF TRUST March 12, 2025 Series of Shares Calvert International Responsible Index ETF Calvert US Large-Cap Core Responsible Index ETF Calvert US Large-Cap Diversity, Equity and Inclusion Index ETF Calvert US Mid-Cap Core Responsible Index ETF Calvert US Select Equity ETF Calvert Ultra-Short Investment Grade ETF Eaton Vance Ultra-Shor

SCHEDULE A

Exhibit 99.(6)(b) SCHEDULE A As of March 2025 PORTFOLIO EFFECTIVE DATE OF AGREEMENT CONTRACTUAL RATE OF MANAGEMENT FEES Calvert International Responsible Index ETF Effective Date: January 18, 2023 0.18% of average daily net assets Calvert Ultra-Short Investment Grade ETF Effective Date: January 18, 2023 0.24% of average daily net assets Calvert US Large-Cap Core Responsible Index ETF Effective Dat

Q&A: MORGAN STANLEY MORTGAGE SECURITIES TRUST (the “Acquired Fund”) PROPOSED CONVERSION TO EXCHANGE-TRADED FUND (“ETF”)

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

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

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1095 Avenue of the Americas New York, NY  10036-6797 +1  212  698  3500  Main +1  212  698  3599  Fax www.

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

As filed with the Securities and Exchange Commission on June 20, 2024

As filed with the Securities and Exchange Commission on June 20, 2024 1933 Act Registration No.

AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 99.(4) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of April 23, 2024, by and between MORGAN STANLEY INSTITUTIONAL FUND TRUST (the “Acquired Fund Trust”), a Pennsylvania business trust, on behalf of the Short Duration Income Portfolio (“Acquired Fund”), and Morgan Stanley ETF Trust (“Acquiring Fund Trust”), a Delaware statutory tru

(continued)

Exhibit 99.(12) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com June 14, 2024 Board of Trustees Short Duration Income Portfolio Morgan Stanley Institutional Fund Trust 1585 Broadway New York, NY 10036 Board of Trustees Eaton Vance Short Duration Income ETF Morgan Stanley ETF Trust 1585 Broadway New York, NY 10036 Dear L

AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 99.(4)(b) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of December 14, 2023, by and between MORGAN STANLEY INSTITUTIONAL FUND TRUST (the “Acquired Fund Trust”), a Pennsylvania business trust, on behalf of the Short Duration Municipal Income Portfolio (“Acquired Fund”), and Morgan Stanley ETF Trust (“Acquiring Fund Trust”), a Delawa

AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 99.(4)(a) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of December 14, 2023, by and between MORGAN STANLEY INSTITUTIONAL FUND TRUST (the “Acquired Fund Trust”), a Pennsylvania business trust, on behalf of the Core Plus Fixed Income Portfolio (“Acquired Fund”), and Morgan Stanley ETF Trust (“Acquiring Fund Trust”), a Delaware statut

As filed with the Securities and Exchange Commission on March 27, 2024

As filed with the Securities and Exchange Commission on March 27, 2024 1933 Act Registration No.

(continued)

Exhibit 99.(12)(a) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com March 22, 2024 Board of Trustees Core Plus Fixed Income Portfolio Morgan Stanley Institutional Fund Trust 522 Fifth Avenue New York, NY 10036 Board of Trustees Eaton Vance Total Return Bond ETF Morgan Stanley ETF Trust 522 Fifth Avenue New York, NY 10036

(continued)

Exhibit 99.(12)(b) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com March 22, 2024 Board of Trustees Short Duration Municipal Income Portfolio Morgan Stanley Institutional Fund Trust 522 Fifth Avenue New York, NY 10036 Board of Trustees Eaton Vance Short Duration Municipal Income ETF Morgan Stanley ETF Trust 522 Fifth Av

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

1585 BROADWAY 27TH FLOOR, ROOM I NEW YORK, NEW YORK 10036

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-6 under the Securities Exchange Act of 1934.

January 29, 2024

  Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Morgan Stanley Institutional Fund Trust SEC File No.

IMPORTANT NOTICE ABOUT YOUR FUND ACCOUNT QUESTIONS AND ANSWERS

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-6 under the Securities Exchange Act of 1934.

IMPORTANT NOTICE ABOUT YOUR FUND ACCOUNT QUESTIONS AND ANSWERS

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Morgan Stanley Institutional Fund Trust SEC File No.

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Short Duration Income Portfolio A Series of MORGAN STANLEY INSTITUTIONAL FUND TRUST 1585 Broadway New York, NY 10036 Proxy for A Special Meeting of Shareholders to be held on March 15, 2024 This proxy is solicited on behalf of the Board of Trustees (

Exhibit 99.(17) Short Duration Income Portfolio A Series of MORGAN STANLEY INSTITUTIONAL FUND TRUST 1585 Broadway New York, NY 10036 Proxy for A Special Meeting of Shareholders to be held on March 15, 2024 This proxy is solicited on behalf of the Board of Trustees (the “Board”) of Morgan Stanley Institutional Fund Trust, on behalf of Short Duration Income Portfolio (the “Fund”). The undersigned he

Q&A: Proposed Conversion to an Exchange-Traded Fund (“ETF”) December 18, 2023 Morgan Stanley Institutional Fund Trust (the “Acquired Fund Trust”) Short Duration Income Portfolio (the “Acquired Fund”)

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

Sch. A-1

Exhibit 99.(6)(b) SCHEDULE A As of [  ] PORTFOLIO EFFECTIVE DATE OF AGREEMENT CONTRACTUAL RATE OF MANAGEMENT FEES Calvert International Responsible Index ETF Effective Date: January 18, 2023 0.18% of average daily net assets Calvert Ultra-Short Investment Grade ETF Effective Date: January 18, 2023 0.24% of average daily net assets Calvert US Large-Cap Core Responsible Index ETF Effective Date: Jan

CONSENT OF DECHERT LLP

Exhibit 99.(14)(b) CONSENT OF DECHERT LLP We consent to the filing of our form of tax opinion as an exhibit to the Registration Statement on Form N-14 of Morgan Stanley ETF Trust to be filed with the Securities and Exchange Commission and to the discussion of the opinion and references made to our Firm therein and in any amendments thereto. /s/Dechert LLP Dechert LLP 1095 Avenue of the Americas Ne

December 18, 2023

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

Three Bryant Park

Exhibit 99.(11) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 Tel: +1 212 698 3500 Fax: +1 212 698 3599 www.dechert.com December 18, 2023 Morgan Stanley ETF Trust 1585 Broadway New York, New York 10036 Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14 under the Securities Act of 1933 Dear Ladies and Gentlemen: We have acted as counsel to Morgan

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

Q&A: MORGAN STANLEY INSTITUTIONAL FUND TRUST Short Duration Income Portfolio (the “Acquired Fund”) PROPOSED CONVERSION TO EXCHANGE-TRADED FUND (“ETF”)

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

(continued)

Exhibit 99.(12) Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com FORM OF TAX OPINION [], 2024 Board of Trustees Short Duration Income Portfolio Morgan Stanley Institutional Fund Trust 1585 Broadway New York, NY 10036 Board of Trustees Eaton Vance Short Duration Income ETF Morgan Stanley ETF Trust 1585 Broadway New York,

Amended and Restated Schedule A MORGAN STANLEY ETF TRUST December 6, 2023

Exhibit 99.(1)(C) Amended and Restated Schedule A MORGAN STANLEY ETF TRUST December 6, 2023 Series of Shares Calvert International Responsible Index ETF Calvert US Large-Cap Core Responsible Index ETF Calvert US Large-Cap Diversity, Equity and Inclusion Index ETF Calvert US Mid-Cap Core Responsible Index ETF Calvert US Select Equity ETF Calvert Ultra-Short Investment Grade ETF Eaton Vance Ultra-Sh

POWER OF ATTORNEY

Exhibit 99.(16) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Eddie A. Grier, whose signature appears below, constitutes and appoints Mark F. Parise, Carl Frischling, Todd P. Zerega, Betselot Zeleke and Gwendolyn A. Williamson, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for h

As filed with the Securities and Exchange Commission on December 18, 2023

As filed with the Securities and Exchange Commission on December 18, 2023 1933 Act Registration No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the caption “Independent Registered Public Accounting firm”, “Financial Highlights”, and “Appendix D – Acquired Fund Financial Highlights” in the Proxy Statement/Prospectus and “Independent Registered Public Accounting firm” and “Financial Statements” in the Statement of Addit

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 1585 Broadw

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

BOARD OF TRUSTEES RECOMMENDATION — "FOR"

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Acts of 1933 and deemed filed under Rule 14a-6 under the Securities Exchange Act of 1934.

Q&A: Proposed Conversion to Exchange-Traded Funds (ETFs) November 7, 2023 Morgan Stanley Institutional Fund Trust (the "Acquired Fund Trust") Core Plus Fixed Income Portfolio & Short Duration Municipal Income Portfolio (each, an "Acquired Fund")

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Acts of 1933 and deemed filed under Rule 14a-12(b) under the Securities Exchange Act of 1934.

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 522 Fifth A

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 522 Fifth A

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 522 Fifth A

Q&A: MORGAN STANLEY INSTITUTIONAL FUND TRUST Core Plus Fixed Income Portfolio Short Duration Municipal Income Portfolio (formerly, Ultra-Short Municipal Income Portfolio) (each, an "Acquired Fund") PROPOSED CONVERSION TO EXCHANGE-TRADED FUNDS ("ETFs"

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Acts of 1933 and deemed filed under Rule 14a-12(b) under the Securities Exchange Act of 1934.

IMPORTANT NOTICE ABOUT YOUR FUND ACCOUNT QUESTIONS AND ANSWERS

Filed by: Morgan Stanley ETF Trust Pursuant to Rule 425 under the Securities Acts of 1933 and deemed filed under Rule 14a-12(b) under the Securities Exchange Act of 1934.

Three Bryant Park

Exhibit 99.11 Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 Tel: +1 212 698 3500 Fax: +1 212 698 3599 www.dechert.com October 2, 2023 Morgan Stanley ETF Trust 522 Fifth Avenue New York, New York 10036 Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14 under the Securities Act of 1933 Dear Ladies and Gentlemen: We have acted as counsel to Morgan S

POWER OF ATTORNEY

Exhibit 16 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Eddie A. Grier, whose signature appears below, constitutes and appoints Mark F. Parise, Carl Frischling, Todd P. Zerega, Betselot Zeleke and Gwendolyn A. Williamson, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him an

(continued)

Exhibit 12 Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

SCHEDULE A

Exhibit 6(B) SCHEDULE A As of [ ] PORTFOLIO EFFECTIVE DATE OF AGREEMENT CONTRACTUAL RATE OF MANAGEMENT FEES Calvert International Responsible Index ETF Effective Date: January 18, 2023 0.

CONSENT OF DECHERT LLP

Exhibit 14(b) CONSENT OF DECHERT LLP We consent to the filing of our form of tax opinion as an exhibit to the Registration Statement on Form N-14 of Morgan Stanley ETF Trust to be filed with the Securities and Exchange Commission and to the discussion of the opinion and references made to our Firm therein and in any amendments thereto.

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 1933 Act Registration No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the caption “Independent Registered Public Accounting firm”, “Financial Highlights”, and “Appendix D – Acquired Fund Financial Highlights” in the Proxy Statement/Prospectus included in this Registration Statement (Form N-14) of Morgan Stanley Institutional Fund Trust.

Core Plus Fixed Income Portfolio YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE COMBINED PRO

Exhibit 17 Core Plus Fixed Income Portfolio A Series of MORGAN STANLEY INSTITUTIONAL FUND TRUST 522 Fifth Avenue New York, NY 10036 Proxy for A Special Meeting of Shareholders to be held on December 15, 2023 This proxy is solicited on behalf of the Board of Trustees (the “Board”) of Morgan Stanley Institutional Fund Trust – Core Plus Fixed Income Portfolio (the “Fund”).

Amended and Restated Schedule A MORGAN STANLEY ETF TRUST September 28, 2023

Exhibit 1(C) Amended and Restated Schedule A MORGAN STANLEY ETF TRUST September 28, 2023 Series of Shares Calvert International Responsible Index ETF Calvert US Large-Cap Core Responsible Index ETF Calvert US Large-Cap Diversity, Equity and Inclusion Index ETF Calvert US Mid-Cap Core Responsible Index ETF Calvert US Select Equity ETF Calvert Ultra-Short Investment Grade ETF Eaton Vance Ultra-Short

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1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

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Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

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 Morgan Stanley ETF Trust (Exact name of registr

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 Morgan Stanley 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.) 522 Fifth A

As filed with the Securities and Exchange Commission on January 20, 2023

0001676326 2023-01-20 2023-01-20 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077958Member 2023-01-20 2023-01-20 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077959Member 2023-01-20 2023-01-20 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077960Member 2023-01-20 2023-01-20 0001676326 st

Form of Management Agreement with Morgan Stanley Investment Management Inc., filed herein.

Exhibit (d) FORM OF INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT made this [ ] day of [ ], 2022 by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”), and Morgan Stanley Investment Management Inc.

Form of Distribution Agreement with Foreside Fund Services, LLC, filed herein.

Exhibit (e)(1) FORM OF ETF DISTRIBUTION AGREEMENT This Distribution Agreement (the “Agreement”) is made this day of 2023, by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 522 Fifth Avenue, New York, NY 10036, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

Form of Authorized Participant Agreement, filed herein.

Exhibit (h)(3) FORM OF AUTHORIZED PARTICIPANT AGREEMENT MORGAN STANLEY ETF TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”) as [Transfer Agent/Index Receipt Agent] for Morgan Stanley ETF Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”).

Form of Fund Services Agreement, filed herein.

Exhibit (h)(4) FORM OF FUND SERVICES AGREEMENT This agreement, dated (this “Agreement”), is between the parties listed in Annex I (each individually, the “Customer”), and JPMORGAN CHASE BANK, N.

Form of Subscription Letter related to Initial Capital provided by Morgan Stanley Investment Management Inc., filed herein.

Exhibit (l) [Letterhead of Morgan Stanley Investment Management Inc.] [ ], 2022 Morgan Stanley ETF Trust (the “Trust”) 522 Fifth Ave New York, New York 10036 Re: Morgan Stanley ETF Trust Ladies and Gentlemen: We hereby agree to purchase from the Trust, which is an investment company offering multiple series, on a date to be specified by the Trust, and in a private offering prior to the effective d

Form of Agency Services Agreement with JPMorgan Chase Bank N.A., filed herein.

Exhibit (h)(1) FORM OF AGENCY SERVICES AGREEMENT BETWEEN [THE CUSTOMER] AND JPMORGAN CHASE BANK, N.

Code of Ethics for Morgan Stanley Investment Management Inc., dated December 15, 2022, filed herein.

Exhibit (p)(1) MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDECODE OF ETHICS AND PERSONAL TRADING GUIDELINES Effective Date: December 15, 2022 Table of Contents I.

Opinion of Dechert LLP, filed herein.

Exhibit (i) 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Form of Global Custody Agreement with JPMorgan Chase Bank N.A., filed herein.

Exhibit (g) FORM OF GLOBAL CUSTODY AGREEMENT BETWEEN [CLIENT NAME] AND JPMORGAN CHASE BANK, N.

Consent of Independent Registered Public Accounting Firm, filed herein.

Exhibit (j) Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Statement of Additional Information, dated January 20, 2023, and included in this Pre-Effective Amendment No.

Form of Authorized Participant Agreement, filed herein.

Exhibit (h)(3) FORM OF AUTHORIZED PARTICIPANT AGREEMENT MORGAN STANLEY ETF TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”) as [Transfer Agent/Index Receipt Agent] for Morgan Stanley ETF Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”).

Form of Agency Services Agreement with JPMorgan Chase Bank N.A., filed herein.

EX-99.(H)(1) 5 msetf-html5905ex99h1.htm FORM OF AGENCY SERVICES AGREEMENT WITH JPMORGAN CHASE BANK N.A Exhibit (h)(1) FORM OF AGENCY SERVICES AGREEMENT BETWEEN [THE CUSTOMER] AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com ETF Agency Services Agreement - August 2021 AGENCY SERVICES AGREEMENT THIS AGENCY SERVICES AGREEMENT made as of the day of , 2021 by and between , a business trus

As filed with the Securities and Exchange Commission on January 18, 2023

0001676326 2023-01-18 2023-01-18 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077958Member 2023-01-18 2023-01-18 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077959Member 2023-01-18 2023-01-18 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077960Member 2023-01-18 2023-01-18 0001676326 st

Form of Subscription Letter related to Initial Capital provided by Morgan Stanley Investment Management Inc., filed herein.

Exhibit (l) [Letterhead of Morgan Stanley Investment Management Inc.] [ ], 2022 Morgan Stanley ETF Trust (the “Trust”) 522 Fifth Ave New York, New York 10036 Re: Morgan Stanley ETF Trust Ladies and Gentlemen: We hereby agree to purchase from the Trust, which is an investment company offering multiple series, on a date to be specified by the Trust, and in a private offering prior to the effective d

Form of Global Custody Agreement with JPMorgan Chase Bank N.A., filed herein.

EX-99.(G) 4 msetf-html5905ex99g.htm FORM OF GLOBAL CUSTODIAN AGREEMENT WITH JPMORGAN CHASE BANK N.A Exhibit (g) FORM OF GLOBAL CUSTODY AGREEMENT BETWEEN [CLIENT NAME] AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com Global Custody Agreement - New York - General - January 2022 Table of Contents 1. INTENTION OF THE PARTIES; DEFINITIONS 1 1.1 Intention of the Parties 1 1.2 Definitions;

Opinion of Dechert LLP, filed herein.

Exhibit (i) 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Form of Management Agreement with Morgan Stanley Investment Management Inc., filed herein.

EX-99.(D) 2 msetf-html5905ex99d.htm FORM OF MANAGEMENT AGREEMENT WITH MORGAN STANLEY INVESTMENT MANAGEMENT INC Exhibit (d) FORM OF INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT made this [ ] day of [ ], 2022 by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”), and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”). AGRE

Code of Ethics for Morgan Stanley Investment Management Inc., dated December 15, 2022, filed herein.

Exhibit (p)(1) MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDECODE OF ETHICS AND PERSONAL TRADING GUIDELINES Effective Date: December 15, 2022 Table of Contents I.

Form of Distribution Agreement with Foreside Fund Services, LLC, filed herein.

Exhibit (e)(1) FORM OF ETF DISTRIBUTION AGREEMENT This Distribution Agreement (the “Agreement”) is made this day of 2023, by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 522 Fifth Avenue, New York, NY 10036, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

Form of Fund Services Agreement, filed herein.

Exhibit (h)(4) FORM OF FUND SERVICES AGREEMENT This agreement, dated (this “Agreement”), is between the parties listed in Annex I (each individually, the “Customer”), and JPMORGAN CHASE BANK, N.

Consent of Independent Registered Public Accounting Firm, filed herein.

Exhibit (j) Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Statement of Additional Information, dated January 18, 2023, and included in this Pre-Effective Amendment No.

Form of Subscription Letter related to Initial Capital provided by Morgan Stanley Investment Management Inc., filed herein.

Exhibit (l) [Letterhead of Morgan Stanley Investment Management Inc.] [ ], 2022 Morgan Stanley ETF Trust (the “Trust”) 522 Fifth Ave New York, New York 10036 Re: Morgan Stanley ETF Trust Ladies and Gentlemen: We hereby agree to purchase from the Trust, which is an investment company offering multiple series, on a date to be specified by the Trust, and in a private offering prior to the effective d

Code of Ethics for Morgan Stanley Investment Management Inc., dated December 15, 2022, filed herein.

Exhibit (p)(1) MORGAN STANLEY INVESTMENT MANAGEMENT PUBLIC SIDECODE OF ETHICS AND PERSONAL TRADING GUIDELINES Effective Date: December 15, 2022 Table of Contents I.

Form of Global Custody Agreement with JPMorgan Chase Bank N.A., filed herein.

EX-99.(G) 4 msetf-html5902ex99g.htm FORM OF GLOBAL CUSTODIAN AGREEMENT WITH JPMORGAN CHASE BANK N.A Exhibit (g) FORM OF GLOBAL CUSTODY AGREEMENT BETWEEN [CLIENT NAME] AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com Global Custody Agreement - New York - General - January 2022 Table of Contents 1. INTENTION OF THE PARTIES; DEFINITIONS 1 1.1 Intention of the Parties 1 1.2 Definitions;

Form of Fund Services Agreement, filed herein.

Exhibit (h)(4) FORM OF FUND SERVICES AGREEMENT This agreement, dated (this “Agreement”), is between the parties listed in Annex I (each individually, the “Customer”), and JPMORGAN CHASE BANK, N.

Consent of Independent Registered Public Accounting Firm, filed herein.

EX-99.(J) 9 msetf-html5902ex99j.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit (j) Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Statement of Additional Information, dated January 17, 2023, and included in this Pre-Effective Amendment No. 3 to the Regist

Form of Distribution Agreement with Foreside Fund Services, LLC, filed herein.

Exhibit (e)(1) FORM OF ETF DISTRIBUTION AGREEMENT This Distribution Agreement (the “Agreement”) is made this day of 2023, by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 522 Fifth Avenue, New York, NY 10036, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

Form of Authorized Participant Agreement, filed herein.

EX-99.(H)(3) 6 msetf-html5902ex99h3.htm FORM OF AUTHORIZED PARTICIPANT AGREEMENT Exhibit (h)(3) FORM OF AUTHORIZED PARTICIPANT AGREEMENT MORGAN STANLEY ETF TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”

Form of Agency Services Agreement with JPMorgan Chase Bank N.A., filed herein.

Exhibit (h)(1) FORM OF AGENCY SERVICES AGREEMENT BETWEEN [THE CUSTOMER] AND JPMORGAN CHASE BANK, N.

As filed with the Securities and Exchange Commission on January 18, 2023

0001676326 2023-01-18 2023-01-18 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077958Member 2023-01-18 2023-01-18 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077959Member 2023-01-18 2023-01-18 0001676326 stanley:Dmsetftrustpassivefundsprospectusjanuary15628Member stanley:S000077960Member 2023-01-18 2023-01-18 0001676326 st

Opinion of Dechert LLP, filed herein.

Exhibit (i) 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Form of Management Agreement with Morgan Stanley Investment Management Inc., filed herein.

EX-99.(D) 2 msetf-html5902ex99d.htm FORM OF MANAGEMENT AGREEMENT WITH MORGAN STANLEY INVESTMENT MANAGEMENT INC Exhibit (d) FORM OF INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT made this [ ] day of [ ], 2022 by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”), and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”). AGRE

As filed with the Securities and Exchange Commission on December 23, 2022

As filed with the Securities and Exchange Commission on December 23, 2022 1933 Act Registration No.

Form of Management Agreement with Morgan Stanley Investment Management Inc., filed herein.

EX-99.(D) 2 msetft-html5816ex99d.htm FORM OF MANAGEMENT AGREEMENT WITH MORGAN STANLEY INVESTMENT MANAGEMENT INC. Exhibit (d) INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT made this [th] day of [], 2022 by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”), and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”). AGREEMENTS

Form of Subscription Letter related to Initial Capital provided by Morgan Stanley Investment Management Inc., filed herein.

EX-99.(L) 3 msetft-html5816ex99l.htm FORM OF SUBSCRIPTION LETTER RELATED TO INITIAL CAPITAL PROVIDED BY MORGAN STANLEY INVESTMENT MANAGEMENT INC. Exhibit (l) SUBSCRIPTION AGREEMENT This Subscription Agreement is hereby made as of the day of , 2022 by and between the series of Morgan Stanley ETF Trust, a Delaware statutory trust (“Trust”), as listed on Schedule A hereto (each, a “Fund” and collecti

Form of Distribution and Services Plan Under Rule 12b-1, is incorporated by reference to Exhibit (m) to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A, as filed on December 23, 2022.

EX-99.(M) 4 msetft-html5816ex99m.htm FORM OF DISTRIBUTION AND SERVICES PLAN UNDER RULE 12B-1. Exhibit (m) FORM OF DISTRIBUTION AND SERVICES PLAN UNDER RULE 12B-1 WHEREAS, Morgan Stanley ETF Trust (the “Fund”) is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”); and WHEREAS, the Fund has separ

Power of Attorney of Trustees, dated September 28, 2022, is incorporated by reference to Exhibit (q) to the Registration Statement on Form N-1A, as filed on November 17, 2022

Exhibit (q) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that Eddie A. Grier, whose signature appears below, constitutes and appoints Mark F. Parise, Carl Frischling, Todd P. Zerega, Betselot Zeleke and Gwendolyn A. Williamson, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution among himself and each of the persons appointed herein, for him a

Amended and Restated Declaration of Trust, dated September 28, 2022, is incorporated by reference to Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, as filed on November 17, 2022

EX-99.(A)(2) 2 msetft-html5652ex99a2.htm AMENDED AND RESTATED DECLARATION OF TRUST, DATED SEPTEMBER 28, 2022 Exhibit (a)(2) Amended and Restated Declaration of Trust of Morgan Stanley Etf trust a Delaware Statutory Trust TABLE OF CONTENTS AMENDED AND RESTATED DECLARATION OF TRUST Article I Name and Definitions 1 Section 1.1 Name 1 Section 1.2 Definitions 1 Article II Purpose of Trust 3 Article III

Bylaws, dated September 28, 2022, is incorporated by reference to Exhibit (b) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, as filed on November 17, 2022

EX-99.(B) 3 msetft-html5652ex99b.htm BYLAWS, DATED SEPTEMBER 28, 2022 Exhibit (b) BY-LAWS OF MORGAN STANLEY ETF TRUST These By-Laws of Morgan Stanley ETF Trust, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated September 28, 2022, as from time to time amended, supplemented or restated (the “Declaration of Trust”). Capitalized terms used her

Form of Sublicense Agreement with Morgan Stanley Investment Management Inc., is incorporated by reference to Exhibit (h)(2) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, as filed on November 17, 2022

Exhibit (h)(2) SUBLICENSE AGREEMENT This Sublicense Agreement (“Agreement”) is entered into as of [ ] by and between [ ] (“Licensor”), and Morgan Stanley ETF Trust (“Licensee,” and together with Licensor, the “Parties”), on behalf of each series listed on Schedule A (each, a “Fund” and, collectively, the “Funds”).

As filed with the Securities and Exchange Commission on November 17, 2022

As filed with the Securities and Exchange Commission on November 17, 2022 1933 Act Registration No.

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CORRESP 1 filename1.htm 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com Allison Fumai [email protected] +1 212 698 3526 Direct +1 212 698 3599 Fax November 17, 2022 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Michael Rosenberg, Division of Investment Management Re: Morgan Stanley ETF Trus

As filed with the Securities and Exchange Commission on August 16, 2022

As filed with the Securities and Exchange Commission on August 16, 2022 1933 Act Registration No.

UNITED STATES 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

N-8A 1 msetft-html5295n8a.htm MORGAN STANLEY ETF TRUSTN-8A UNITED STATES 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)

Bylaws dated as of August 15, 2022, filed herein.

Exhibit (b) BY-LAWS OF MORGAN STANLEY ETF TRUST These By-Laws of Morgan Stanley ETF Trust, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated August 15, 2022, as from time to time amended, supplemented or restated (the ?Declaration of Trust?).

Certificate of Trust, is incorporated by reference to Exhibit (a)(1) to the Registration Statement on Form N-1A, as filed on August 16, 2022

Exhibit (a)(1) CERTIFICATE OF TRUST OF MORGAN STANLEY ETF TRUST This Certificate of Trust of Morgan Stanley ETF Trust (the ?Trust?), a statutory trust that is to be a registered investment company under the Investment Company Act of 1940, is filed in accordance with the provisions of Chapter 38 of Title 12 of the Delaware Code, 12 Del.

Amended and Restated Declaration of Trust dated August 15, 2022, filed herein.

Exhibit (a)(2) Amended and Restated Declaration of Trust of Morgan Stanley Etf trust a Delaware Statutory Trust TABLE OF CONTENTS AMENDED AND RESTATED DECLARATION OF TRUST Article I Name and Definitions 1 Section 1.