M&A - MATTHEWS INTERNATIONAL FUNDS

Form Type: 497

Filing Date: 2025-02-20

Corporate Action: Merger

Type: Update

Accession Number: 000119312525029736

Filing Summary: On February 19, 2025, shareholders of the Matthews Asian Growth and Income Fund approved the reorganization of the Fund with the Matthews Emerging Markets Equity Fund. This reorganization is expected to be completed around March 14, 2025. Changes in portfolio management have been instituted immediately; Kenneth Lowe, Siddharth Bhargava, and Elli Lee are no longer serving as portfolio managers. Sean Taylor will now act as Lead Manager and Sojung Park as Co-Manager. The Prospectus content regarding the portfolio management structure has been updated to reflect these changes, with detailed profiles of the new portfolio managers.

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Form Type: CORRESP

Filing Date: 2024-11-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312524265160

Filing Summary: The document details the responses of Matthews International Funds to comments from the SEC regarding pre-effective amendment number 1 to their registration statement on Form N-14, filed on November 8, 2024, for the reorganization of the Matthews Asian Growth and Income Fund into the Matthews Emerging Markets Equity Fund. The SEC's comments involved clarifications needed on reorganization expenses, the parties' responsibilities in the reorganization agreement, and details surrounding capital gains distributions as a result of portfolio sales. Key aspects of the reorganization, such as the estimated reorganization costs, tax impacts, and voting requirements for shareholder approval, were addressed throughout the correspondence. Additionally, the need for a legal opinion and specific Powers of Attorney were acknowledged and will be submitted as part of the next filing.

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Form Type: CORRESP

Filing Date: 2024-11-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312524254096

Filing Summary: Matthews International Funds filed a response to comments from the SEC regarding its Registration Statement on Form N-14, which was initially filed on August 30, 2024. The document discusses the reorganization of the Matthews Asian Growth and Income Fund into the Matthews Emerging Markets Equity Fund. The registrant acknowledges the need for shareholder approval due to the differences in secondary objectives between the funds. Key accounting considerations were addressed including the disparity in fees and expenses between the Target Fund and the Acquiring Fund. The document outlines necessary revisions, including disclosures about expense limitations, tax consequences of the reorganization, and the management of the combined fund. The registrant states that approximately 76% of the Target Fund's portfolio is expected to be sold to align with the investment strategies of the Acquiring Fund. Several comments were accepted and revisions to the Registration Statement were noted as necessary, ensuring compliance with the SEC regulations.

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Form Type: N-14/A

Filing Date: 2024-11-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312524254102

Filing Summary: On November 8, 2024, Matthews International Funds filed an N-14/A registration statement to propose a reorganization of the Matthews Asian Growth and Income Fund (the 'Target Fund') into the Matthews Emerging Markets Equity Fund (the 'Acquiring Fund'). The reorganization plan entails the acquisition of the Target Fund's assets and liabilities by the Acquiring Fund in exchange for shares of the Acquiring Fund, effectively liquidating the Target Fund. The Board of Trustees unanimously recommends approval of the reorganization, highlighting the merge's potential benefits such as improved long-term performance and operating efficiencies. The Special Meeting of Shareholders to vote on the proposal is scheduled for [date not specified], 2025, with a record date of [date not specified], 2024 for shareholder votes. The plan is intended to be a tax-free reorganization under U.S. tax law, ensuring that shareholders will not incur tax liabilities as a result of the merger. Further, the projected operating expenses of the Acquiring Fund are expected to be lower than those of the Target Fund after the merger but waivers will be in place to ensure expenses do not exceed the Target Fund's projections until April 30, 2026.

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Form Type: N-14

Filing Date: 2024-08-30

Corporate Action: Merger

Type: New

Accession Number: 000119312524210871

Filing Summary: Matthews International Funds has announced the reorganization of the Matthews Asian Growth and Income Fund (the 'Target Fund') into the Matthews Emerging Markets Equity Fund (the 'Acquiring Fund'). The shares held by investors in the Target Fund will be exchanged for shares in the Acquiring Fund with equal aggregate net asset value. This reorganization, expected on or about November 8, 2024, is intended to be tax-free for federal income tax purposes, and the Target Fund will be liquidated following the reorganization. The Board of Trustees of both Funds has approved the transaction, determining it to be in the best interest of the shareholders of both funds. No shareholder vote is required for this transaction, and the reorganization aims to achieve potential operating efficiencies and economies of scale. Shareholders will automatically receive the same class of shares in the Acquiring Fund as they hold in the Target Fund without incurring any additional fees related to the transaction. Following the reorganization, shareholders will have reduced fees due to a lower overall expense structure in the Acquiring Fund. Additionally, the Acquiring Fund's investment strategy will include a commitment to invest at least 20% of its net assets in income-producing securities post-reorganization. Matthews asserts that this merger will benefit shareholders, particularly considering that a significant portion of the companies in emerging markets are located in Asia, aligning with the Target Fund's investment strategy.

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