Morgan Stanley ETF Trust Sample Contracts
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • October 6th, 2023 • Morgan Stanley ETF Trust • New York
AGREEMENT made as of the [ ] day of [ ], 2023, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the “Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).
Standard Contracts
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • July 24th, 2023 • Morgan Stanley ETF Trust • New York
INVESTMENT MANAGEMENT AGREEMENT made this 18th day of January, 2023 by and between Morgan Stanley ETF Trust, a Delaware statutory trust (the “Trust”), and Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”).
AGENCY SERVICES AGREEMENTAgency Services Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
THIS AGENCY SERVICES AGREEMENT made as of the 6th day of January, 2023 (“Effective Date”) by and between each entity listed on Exhibit A hereto, as may be amended from time to time, severally and not jointly (each, a “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”).
AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • March 27th, 2024 • Morgan Stanley ETF Trust
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 statutory trust, on behalf of the Eaton Vance Total Return Bond ETF (“Acquiring Fund”).
FORM OF FUND SERVICES AGREEMENTFund Services Agreement • January 20th, 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.
AMENDMENT TO GLOBAL CUSTODY AGREEMENTGlobal Custody Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
This Amendment (“Amendment”) to the GLOBAL CUSTODY AGREEMENT, dated December 16, 2022 among each of the Customers listed on Annex C thereto and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended as of the date hereof (the “Agreement”), is made and entered into as of April 10, 2024, between the Customers, the New Customer (as defined below) and J.P. Morgan.
FORM OF AUTHORIZED PARTICIPANT AGREEMENT MORGAN STANLEY ETF TRUSTAuthorized Participant Agreement • January 20th, 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”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 20th, 2024 • Morgan Stanley ETF Trust
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 trust, on behalf of the Eaton Vance Short Duration Income ETF (“Acquiring Fund”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
AGREEMENT made as of the 29th day of September 2023, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the “Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).
FORM OF GLOBAL CUSTODY AGREEMENT BETWEEN [CLIENT NAME] AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.comGlobal Custody Agreement • January 20th, 2023 • Morgan Stanley ETF Trust
SUBLICENSE AGREEMENTSublicense Agreement • November 18th, 2022 • Morgan Stanley ETF Trust • Delaware
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”).
FORM OF ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • January 20th, 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.
GLOBAL CUSTODY AGREEMENTGlobal Custody Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
This agreement, dated December 16, 2022 (the “Agreement”), is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”), with a place of business at 383 Madison Avenue, 11th floor, 10179, New York, NY; and each fund or series of a fund listed on Annex C which may be amended from time to time, severally and not jointly, (each, a “Customer”).
FUND SERVICES AGREEMENTFund Services Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
This agreement, dated January 6, 2023 (this “Agreement”), is between each fund or series of a fund listed on Annex I which may be amended from time to time, severally and not jointly, (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.
THIRD AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • Delaware
This third amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of January 23, 2023, by and between Morgan Stanley ETF Trust and Foreside Fund Services, LLC (together, the “Parties”) is effective as of May 30, 2024.
Letterhead of Morgan Stanley Investment Management Inc.]Purchase Agreement • January 20th, 2023 • Morgan Stanley ETF Trust
INVESTMENT SUB-ADVISORY AGREEMENT between MORGAN STANLEY INVESTMENT MANAGEMENT INC. and PARAMETRIC PORTFOLIO ASSOCIATES LLCInvestment Sub-Advisory Agreement • October 6th, 2023 • Morgan Stanley ETF Trust
AGREEMENT made this as of 29th day of September, 2023, between Morgan Stanley Investment Management Inc., a Delaware corporation (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).
AGENCY SERVICES AGREEMENTAgency Services Agreement • January 20th, 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”).
SECOND AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • Delaware
This second amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of January 23, 2023, by and between Morgan Stanley ETF Trust and Foreside Fund Services, LLC (together, the “Parties”) is effective as of January 19, 2024.
FORM OF INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 20th, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2022 • Morgan Stanley ETF Trust
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 collectively, the Funds”), and Morgan Stanley Investment Management Inc. (“Subscriber”).
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • Delaware
This Distribution Agreement (the “Agreement”) is made this 23rd day of January 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.
FIRST AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • Delaware
This first amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of January 23, 2023, by and between Morgan Stanley ETF Trust and Foreside Fund Services, LLC (together, the “Parties”) is effective as of October 2, 2023.
JOINDER TO FUND SERVICES AGREEMENTJoinder to Fund Services Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
This Joinder (“Joinder”) to the FUND SERVICES AGREEMENT, dated January 6, 2023 among each of the Customers listed on Annex I thereto (the “Customers”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended as of the date hereof (the “Agreement”), is made and entered into as of April 10, 2024, between the New Customer (as defined below) and J.P. Morgan.
AMENDMENT TO AGENCY SERVICES AGREEMENTAgency Services Agreement • January 28th, 2025 • Morgan Stanley ETF Trust • New York
This Amendment (“Amendment”) to the AGENCY SERVICES AGREEMENT, dated January 6, 2023 among each of the entities listed on Exhibit A thereto (the “Trust”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended as of the date hereof (the “Agreement”), is made and entered into as of April 10, 2024, between the Trust, the New ETF Series (as defined below) and J.P. Morgan.