Letterhead of Morgan Stanley Investment Management Inc.]

Exhibit (l)

[Letterhead of Xxxxxx Xxxxxxx Investment Management Inc.]

[ ], 2022

Xxxxxx Xxxxxxx ETF Trust (the “Trust”)

000 Xxxxx Xxx

New York, New York 10036

Re: Xxxxxx Xxxxxxx 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 date of the Trust’s Registration Statement on Form N-1A, shares of beneficial interest of Xxxxxxx US Large-Cap Core Responsible Index ETF (a series of the Trust), at the per-share purchase price set forth below, for an aggregate price of $100,000, to provide the initial capital the Trust requires pursuant to Section 14 of the Investment Company Act of 1940, as amended, in order to make a public offering of its shares.

Fund		Amount Purchased			Price Per Share			Shares Purchased
Xxxxxxx US Large-Cap Core Responsible Index ETF		$	100,000		$	40		2,500
TOTAL		$	100,000

We hereby represent that we are acquiring said shares for investment purposes, and not for distribution or resale to the public. We consent to the filing of this letter as an exhibit to the Form N-1A registration statement of the Trust.

Very truly yours,

Xxxxxx Xxxxxxx Investment Management Inc.

By:

Name:

Title: