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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.dechert.com

        Allison Fumai

    allison.fumai@dechert.com

    +1 212 698 3526 Direct

    +1 212 698 3599 Fax

February 25, 2025

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:   Valerie
Lithotomos, Division of Investment Management

Re: E*TRADE Trust (the “Trust”)

(File Nos. 333-283849; 811-24035)

Dear Ms. Lithotomos:

Thank you for your comments
regarding the Trust’s initial registration statement on Form N-1A relating to five initial series of the Trust: E*TRADE No
Fee International Index Fund, E*TRADE No Fee Large Cap Index Fund, E*TRADE No Fee Municipal Bond Index Fund, E*TRADE No Fee Total Market
Index Fund and E*TRADE No Fee U.S. Bond Index Fund (each, a “Fund,” and collectively, the “Funds”), filed with
the Securities and Exchange Commission (the “Commission” or “SEC”) on December 16, 2024.

The Trust has considered
your comments and has authorized us to make the responses, changes and acknowledgements discussed below relating to the Trust’s
registration statement on its behalf. Below, we describe the changes made to the registration statement in response to the Commission
staff’s comments and provide any responses to or any supplemental explanations of such comments, as requested. These changes are
expected to be reflected in Pre-Effective Amendment No. 1 (the “Amendment”) to the Trust’s registration statement
on Form N-1A, which will be filed via EDGAR on or about February 25, 2025. Capitalized terms not otherwise defined herein have
the meanings ascribed to them in the initial registration statement.

PROSPECTUS COMMENTS

Cover Page

Comment
1.      Please include the exchange ticker symbol for each Fund’s shares when available. See Item 1(a)(2) of Form N-1A.

Response
1.        The Trust confirms that all empty fields will be completed
in the Amendment.

 General

Comment
2.      Please fill in all blanks, bracketed areas, and otherwise missing information.

Response
2.        The Trust confirms that all empty fields will be
completed in a further amendment to the registration statement.

Comment
3.      Please advise us if you have submitted or expect to submit any exemptive applications or no-action requests in connection
with the registration statements.

Response
3.        The Trust confirms it has not submitted and does
not expect to submit any exemptive applications or no-action requests in connection with this registration statement.

Fees and Expenses of the Funds

Comment
4.      The Funds’ names include the term “No Fee.” Considering that the Adviser is not covering all fees
and expenses and that shareholders are subject to fees charged by E*TRADE from Morgan Stanley or Morgan Stanley Wealth Management, as
applicable, please explain supplementally why the inclusion of “No Fee” for each fund is not materially deceptive or misleading.

Response
4.        We respectfully acknowledge your comment. We note
that the term “No Fee” in the Funds’ names is intended to convey that the Funds will not charge a management fee for
services provided to the Funds by the Adviser. In addition to not charging a management fee, the Adviser will also pay all expenses of
the Funds, with certain exceptions, pursuant to a unitary management fee structure, as disclosed in the Funds’ prospectus. We do
not believe that excluding certain expenses from the Funds’ unitary management fee structure is materially deceptive or misleading
because the term “No Fee” does not indicate that no expenses will be incurred, rather it indicates that no management fee
will be charged. This is clear from the disclosure included in the section of the Funds’ prospectus titled “Fund Management.”
We additionally note that the quoted language regarding the fees charged by E*TRADE from Morgan Stanley or Morgan Stanley Wealth Management
is intended to inform shareholders that while their mutual funds are not subject to internal management fees, such shareholders will
be subject to the standard fees that such intermediaries charge for brokerage or advisory services. Accordingly, we believe that this
naming convention is appropriate and consistent with the presentation in the Fees and Expenses table.

Comment
5.      Please revise the second sentence in the Fees and Expenses Table to conform to the specific language in Item 3 of
Form N-1A.

Response
5.        The disclosure has been revised accordingly.

Comment
6.      Please briefly disclose the term length and material terms of the management agreement in footnote 1.

Response
6.        The disclosure has been revised in the Amendment
as follows (additions denoted in bold and underline and deletions in bold and strikethrough):

The Fund’s management agreement
(“Agreement”) was approved for an initial two-year period and continues for successive one year periods, only if each renewal
is specifically approved by E*TRADE Trust’s (the “Trust”) Board of Trustees in accordance with the Investment Company
Act of 1940, as amended (the “1940 Act”), including the affirmative votes of a majority of the Trustees who are not parties
to

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the
agreement or “interested persons” (as defined in the 1940 Act) of any such party at a meeting called for the purpose of considering
such approval. The Fund’s management agreement Agreement provides that the Fund’s
 “Adviser,” Morgan Stanley Investment Management Inc., will pay substantially all expenses of the
Fund (including expenses of E*TRADE Trust (the “Trust”)the Trust relating to the Fund), except
for the brokerage expenses, acquired fund fees and expenses, taxes, interest, litigation expenses, and other extraordinary expenses,
including the costs of proxies, not incurred in the ordinary course of the Fund’s business.

Comment
7.      Specifically disclose what is meant in footnote 1 by “substantially all expenses of the Fund” and if
all exclusions are not disclosed, please disclose them.

Response
7.        We respectfully acknowledge your comment. As shown
above in response to Comment 6, “substantially” has been removed from footnote 1. We confirm that the exclusions are appropriately
reflected in the current disclosure.

GENERAL PROSPECTUS
COMMENTS RELATING TO EACH FUND

Comment
8.      The first sentence of the last paragraph in the Principal Investment Strategies states that the Fund may concentrate
its investments in a particular industry or group of industries to approximately the same extent that the Index is concentrated. Please
disclose whether the Index is currently concentrated and, if so, disclose the specific industry or group of industries in which the Index
and the Fund are concentrated and, in the Summary of Principal Risk section, the corresponding risks of such industry or group of industries.

Response
8.        We respectfully acknowledge your comment; however,
we believe that the current disclosure adequately discloses the situations where the Funds will concentrate their investments. As indexes
rebalance, the concentrations in a particular industry or group of industries may change over time and the Fund will adjust its exposure.
To the extent that an index is currently concentrated, we have included corresponding risk disclosure in Item 4. See, e.g., Information
Technology Sector Risk in Item 4 of the E*TRADE No Fee Large Cap Index Fund’s prospectus.

Comment
9.      The Fund states, “The Fund may concentrate its investments (i.e., invest 25% or more of its total assets) in
a particular industry or group of industries if the Index is so concentrated.” The fund’s concentration policy appears to
reserve discretion as to when or whether the fund would concentrate. It has been the staff’s longstanding position that a fund
may not change its policies with respect to concentration without a shareholder vote, whether the fund previously disclosed that it may
do so, unless the statement of investment policy clearly indicates when and under what conditions any changes between concentration and
non-concentration would be made. Therefore, please revise the fund’s policy to state “will” rather than “may.”

Response
9.        The disclosure has been revised accordingly.

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Comment
10.    A fund with a name suggesting that it is an index fund is required to invest 80% of its assets in index components.
Regarding E*TRADE No Fee Municipal Bond Index Fund, please revise with an appropriate 80% policy or remove the term “index”
from the name.

Response
10.        The disclosure has been revised as follows (additions
denoted in bold and underline):

Under normal circumstances, the Fund
invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal securities, the interest on which is
exempt from regular federal income tax. This policy is fundamental and may not be changed without shareholder approval. The Fund may
invest without limit in municipal securities the income from which is subject to the federal alternative minimum tax. The Fund
generally invests at least 80% of its assets (plus any borrowings for investment purposes) in securities or other financial instruments
that are components of or have economic characteristics similar to the securities or instruments in the Underlying Index. This policy
may be changed without shareholder approval; however, shareholders would be notified upon 60 days’ notice in writing of any changes.
The Fund will invest a portion of its assets in securities and instruments not included in the Underlying Index, but which the Adviser
believes will help the Fund provide investment results that, before fees and expenses, if any, are similar to the Underlying Index.

Comment
11.    For all funds, to the extent not provided, please disclose: Component selection criteria, explaining how index components
are included/excluded; Rebalance and reconstitution process, including frequency thereof, explaining how and when the index changes;
Number of index components (a range is acceptable); and whether the fund utilizes replication of the index or representative sampling
or both depending on disclosed conditions.

Response
11.        We respectfully acknowledge your comment. We believe
that the requested disclosure is appropriately addressed in the current sections of the prospectus titled “Principal Investment
Strategies,” “Details of the Funds—Approach” and “Details of the Funds—Process” with respect
to E*TRADE No Fee Large Cap Index Fund, E*TRADE No Fee Total Market Index Fund and E*TRADE No Fee Municipal Bond Index Fund.

With respect to E*TRADE No Fee International
Index Fund, the disclosure has been revised as follows (additions denoted in bold and underline):

The Index is part of the Solactive
Global Benchmark Series which includes benchmark indices for developed and emerging market countries. The Index intends to track
the performance of the large and mid cap segment covering approximately the largest 85% of the free-float market capitalization in the
developed markets excluding the United States. It is calculated as a net total return index in U.S. dollars and weighted by free-float
market capitalization and is reconstituted quarterly. A net total return index seeks to replicate the overall return from
holding a portfolio consisting of the index constituents. In order to achieve that aim, a net total return index considers payments,
such as dividends or coupon

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payments, after deduction of any withholding
tax or other amounts an investor holding the index constituents would typically be exposed to.

With respect to E*TRADE No Fee U.S. Bond
Index Fund, the disclosure has been revised as follows (additions denoted in bold and underline):

The Index is a broad-based flagship
benchmark that measures the non-securitized component of the Bloomberg U.S. Aggregate Index. The Index includes investment grade, U.S.
dollar-denominated, fixed-rate treasuries (i.e., public obligations of the U.S. Treasury that have remaining maturities of more than
one year), U.S. government-related and corporate securities. Principal and interest must be denominated in U.S. dollars and securities
must have a minimum par amount outstanding of $300 million and must be rated investment grade (Baa3/BBB-/BBB- or higher) using the middle
rating of Moody’s Investors Service, Inc., S&P Global Ratings Group and Fitch Ratings. When a rating from only two agencies
is available, the lower is used; when only one agency rates a bond, that rating is used. Securities must have at least one year until
final maturity, regardless of optionality and bonds that convert from fixed to floating rate, including fixed-to-floating rate perpetuals,
will exit the Index one year prior to conversion to floating-rate. Fixed-rate perpetuals are not included in the Index. The Index is
rebalanced monthly.

Comment
12.    Please provide copies of the Index methodologies for each Fund.

Response
12.        The Funds’ index methodologies will be transmitted
separately via email.

Comment
13.    If a fund uses derivatives to gain exposure to the index, that strategy should be disclosed with specificity.

Response
13.        We confirm that the Funds do not intend to use derivatives
in any capacity, including to gain exposure to the index. Accordingly, we have not revised the Funds’ principal investment strategies
or principal risks in response to this Comment.

Comment
14.    Given the use, or possible use, of representative sampling, please include a management risk factor in the Principal
Risk sections.

Response
14.        We respectfully acknowledge your comment; however,
we believe that the current disclosure is appropriate. Please note that the use of representative sampling does not constitute active
management and, therefore, we refer to the disclosure included in the Item 4 and Item 9 Index Related Risk for risks related to representative
sampling.

Comment
15.    Please consider adding a cybersecurity risk factor to the Item 4 Principal Risk section.

Response
15.        We respectfully acknowledge your comment; however,
we do not believe that cybersecurity risk is a principal risk of investing in the Funds. We note that Cybersecurity Risk is

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included as an Item 9 risk of the Funds,
which we believe to be appropriate in light of the Funds’ investment strategies and expected investments.

Comment
16.    On page 36, it states that equity securities include “partnership interests.” If partnership interests
include master limited partnerships (“MLPs”), please disclose and include attendant risks.

Response
16.        We respectfully acknowledge your comment and confirm
that the Funds do not intend to invest in MLPs. Accordingly, we have not revised the Funds’ principal investment strategies or
principal risks in response to this Comment.

Comment
17.    In the Performance Information section, please represent that when performance is available, this section will include
disclosure preceding the performance presentation, or in a footnote to the performance presentation, explaining that the performance
does not reflect fees charged at the wrap account or retirement plan level, as applicable.

Response
17.        We respectively acknowledge your comment and confirm
that we will present performance information consistent with the requirements of Form N-1A, including Item 4(b)(2) and related
Instructions. We additionally note that, as disclosed in the preliminary registration statement and discussed in response to Comment
4, the Funds are only available for purchase in self-directed brokerage accounts at E*TRADE from Morgan Stanley and, as a result, fees
charged at the wrap account or retirement plan level would not be applicable when an investor purchases shares of a Fund. Accordingly,
we respectfully decline to include the requested disclosure when performance information is available.

Comment
18.    Please provid