UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company
Act File Number: 811-23820
Morgan Stanley
ETF Trust
(Exact Name of
Registrant as Specified in Charter)
1585 Broadway,
New York, New York 10036
(Address of
Principal Executive Offices)
John H. Gernon
1585 Broadway,
New York, New York 10036
(Name and Address
of Agent for Services)
(212) 762-1886
(Registrant’s
Telephone Number)
September 30,
Date of Fiscal
Year End
September 30,
2025
Date of Reporting
Period
______________________________________________________________________________
Item 1. Reports to Stockholders
(a) The Report to shareholders is attached herewith.
(b) Not applicable.
Item 2. Code of Ethics
The registrant has adopted a code of ethics (the
"Code of Ethics") that applies to its Principal Executive Officer and
Principal Financial Officer. The Registrant undertakes to provide a copy of
such code of ethics to any person upon request, without charge, by calling 1
(212) 259-1155. The Registrant has not amended the code of ethics as described
in Form N-CSR during the period covered by this report. The registrant has not
granted any waiver, including an implicit waiver, from a provision of the code
of ethics as described in Form N-CSR during the period covered by this report.
Item 3. Audit Committee Financial Expert
The
registrant's Board of Trustees have determined that Jakki L. Haussler, an
“independent” Trustee, is an “audit committee financial expert" serving on
its audit committee. Under applicable securities laws, a person who is
determined to be an audit committee financial expert will not be deemed an
"expert" for any purpose, including without limitation for the
purposes of Section 11 of the Securities Act of 1933, as a result of being
designated or identified as an audit committee financial expert. The designation
or identification of a person as an audit committee financial expert does not
impose on such person any duties, obligations, or the liabilities that are
greater than the duties, obligations, and liabilities imposed on such person as
a member of the audit committee and Board of Trustees in the absence of such
designation or identification.
Item 4. Principal Accountant Fees and Services
(a) – (d)
The following table presents the aggregate fees
billed to the registrant for the registrant’s fiscal years ended September 30,
2024 and September 30, 2025 by the registrant’s principal
accountant, Ernst & Young LLP, for professional services rendered for the
audit of the registrant’s annual financial statements and fees billed for other
services rendered by Ernst & Young LLP during those periods.
2025
Registrant Covered
Entities(1)
Audit
Fees $1,063,656 $ N/A
Non-Audit
Fees
Audit
Related Fees $ -(2) $ -(2)
Tax
Fees $ -(3) $ -(4)
All
Other Fees $ $ -(5)
Total
Non-Audit Fees $ $
Total
$1,063,656 $-
2024
Registrant Covered
Entities(1)
Audit
Fees $842,635 $ N/A
Non-Audit
Fees
Audit
Related Fees $ -(2) $ -(2)
Tax
Fees $ -(3) $ -(4)
All
Other Fees $ $372,395
(5)
Total Non-Audit
Fees $ $372,395
Total $842,635 $372,395
N/A – Not applicable, as not required by Item
4.
(1)
Covered Entities include the Adviser (excluding sub-advisors) and any entity
controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Registrant.
(2)
Audit-Related Fees represent assurance and related services provided that are
reasonably related to the performance of the audit of the financial statements
of the Covered Entities' and funds advised by the Adviser or its affiliates,
specifically data verification and agreed-upon procedures related to asset
securitizations and agreed-upon procedures engagements.
(3)
Tax Fees represent tax compliance, tax planning and tax advice services
provided in connection with the preparation and review of the Registrant’s tax
returns.
(4)
Tax Fees represent tax compliance, tax planning and tax advice services
provided in connection with the review of Covered Entities' tax returns.
(5)
The Fees included under “All Other Fees” are for services provided by Ernst
& Young LLP related to surprise examinations for certain investment
accounts to satisfy SEC Custody Rules and consulting services related to merger
integration for sister entity to the Adviser.
(e)(1) The
registrant’s audit committee has adopted policies and procedures relating to the pre-approval of
services provided by the registrant’s principal accountant
(the “Pre-Approval Policies”). The Pre-Approval Policies
establish a framework intended to assist the audit committee in the proper
discharge of its pre-approval responsibilities. As a general matter,
the Pre-Approval Policies (i) specify certain types of audit,
audit-related, tax, and other services determined to
be pre-approved by the audit committee; and (ii) delineate
specific procedures governing the mechanics of the pre-approval process,
including the approval and monitoring of audit and non-audit service
fees. Unless a service is specifically pre-approved under
the Pre-Approval Policies, it must be
separately pre-approved by the Audit Committee.
The Pre-Approval Policies
and the types of audit
and non-audit services pre-approved therein must be
reviewed and ratified by the registrant’s audit committee at least annually.
The registrant’s audit committee maintains full responsibility for the
appointment, compensation, and oversight of the work of the registrant’s
principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were
approved by the registrant’s audit committee pursuant to the “de minimis
exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not
applicable.
(g) See table
above.
(h)
The registrant’s audit committee has considered whether the provision by the
registrant’s principal accountant of non-audit services to the
registrant’s investment adviser and any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to
Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with
maintaining the principal accountant’s independence.
(i)
Not applicable.
(j)
Not applicable.
Item 5. Audit Committee of Listed Registrants
The
registrant has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) whose members are:
Nancy C. Everett, Eddie A.
Grier and Jakki L. Haussler.
Item 6. Schedule of Investments
(a) Please see the schedule of investments contained in
the Financial Statements and Financial Highlights included under Item 7 of this
Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights
for Open-End Management Investment Companies
Item 8. Changes in and Disagreements with Accountants
for Open-End Management Investment Companies
Not applicable.
Item 9. Proxy Disclosures for Open-End Management
Investment Companies
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and
Others of Open-End Management Investment Companies
This information
is disclosed as part of the Financial Statements included in Item 7 of this
Form N-CSR.
Item 11. Statement Regarding Basis for Approval of
Investment Advisory Contract
This information is disclosed as part of the Financial
Statements and Additional Information under Item 7 of this Form N-CSR.
Item 12. Disclosure of Proxy Voting Policies and
Procedures for Closed-End Management Investment Companies
Not applicable.
Item 13. Portfolio Managers of Closed-End Management
Investment Companies
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers
Not applicable.
Item 15. Submission of Matters to a Vote of Security
Holders
There have been no material changes to the procedures by
which shareholders may recommend nominee to the Fund’s Board of Trustees since
the Fund last provided disclosure in response to this item.
Item 16. Controls and Procedures
(a)
It is the conclusion of the registrant’s principal executive officer and
principal financial officer that the effectiveness of the registrant’s current
disclosure controls and procedures (such disclosure controls and procedures
having been evaluated within 90 days of the date of this filing) provide
reasonable assurance that the information required to be disclosed by the
registrant has been recorded, processed, summarized and reported within the
time period specified in the Commission’s rules and forms and that the
information required to be disclosed by the registrant has been accumulated and
communicated to the registrant’s principal executive officer and principal
financial officer in order to allow timely decisions regarding required
disclosure.
(b) There have been no changes in the
registrant’s internal controls over financial reporting during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities
for Closed-End Management Investment Companies
Not
applicable.
Item 18. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits
(a)(1) Registrant’s Code of Ethics For
Principal Executive and Senior financial Officers - Not
applicable (please see Item 2).
(a)(2)(i) Any
policy required by the listing standards adopted pursuant to Rule 10D-1 under
the Exchange Act by the registered national securities exchange or registered
national securities association upon which the registrant’s securities are
listed – Not applicable
(a)(4) A
written solicitation to purchase securities under Rule 23c-1 under the 1940 Act
sent or given during the period covered by the report by or on behalf of the
registrant to 10 or more persons – Not applicable
(a)(5) Change
in the registrant’s independent public accountant – Not applicable
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Morgan Stanley ETF Trust
By: /s/ John H. Gernon
John H. Gernon
Principal Executive Officer
Date: November 26, 2025
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By: /s/ Francis J. Smith
Francis J. Smith
Principal Financial Officer
Date: November 26, 2025
By: /s/ John H. Gernon
John H. Gernon
Principal Executive Officer
Date: November 26, 2025