0001133228-23-000124 Sample Contracts

FORM OF AUTHORIZED PARTICIPANT AGREEMENT MORGAN STANLEY ETF TRUST
Authorized Participant Agreement • January 19th, 2023 • Morgan Stanley ETF Trust • New York

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”). 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”).

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AGENCY SERVICES AGREEMENT
Agency Services Agreement • January 19th, 2023 • Morgan Stanley ETF Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the ___ day of ____________, 2021 by and between ________________________________, a ___________ business trust and registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with offices at ________________________________ (the “Trust”) and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 383 Madison Avenue, New York, New York 10017 (“J.P. Morgan”).

FORM OF FUND SERVICES AGREEMENT
Fund Services Agreement • January 19th, 2023 • Morgan Stanley ETF Trust • New York

This agreement, dated ____________ (this “Agreement”), is between the parties listed in Annex I (each individually, the “Customer”), and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”) with a place of business at 70 Fargo Street, Boston, MA 02210.

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 19th, 2023 • Morgan Stanley ETF Trust • New York

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”).

FORM OF ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • January 19th, 2023 • Morgan Stanley ETF Trust • Delaware

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.

Letterhead of Morgan Stanley Investment Management Inc.]
Morgan Stanley ETF Trust • January 19th, 2023
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