M&A - MORGAN STANLEY MORTGAGE SECURITIES TRUST

Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925024028

Filing Summary: Morgan Stanley Mortgage Securities Trust is seeking shareholder approval for a proposed conversion into an Exchange-Traded Fund (ETF). This reorganization, referred to as the Reorganization, aims to convert the Acquired Fund into the Eaton Vance Mortgage Opportunities ETF, part of Morgan Stanley ETF Trust. If approved, the assets of the Acquired Fund would be transferred to the Acquiring Fund, which would assume its liabilities and distribute Acquiring Fund Shares to shareholders. Shareholders not holding through a brokerage capable of accepting ETF shares by the Closing Date will have their investments liquidated. The reorganization is expected to take place on or around August 1, 2025, contingent upon shareholder approval. Post-conversion, shareholders will face operational differences related to trading and managing their assets. The costs of the Reorganization will be borne by the Acquired Fund, with the intention of tax-free treatment for the exchange of shares under U.S. federal income tax provisions.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925024030

Filing Summary: On March 14, 2025, Morgan Stanley Mortgage Securities Trust announced a proposed reorganization into an Exchange-Traded Fund (ETF) named Eaton Vance Mortgage Opportunities ETF. This reorganization, approved by the Board of Trustees, requires shareholder approval and is anticipated to take place around August 1, 2025. The conversion aims to provide shareholders with lower expenses, trading flexibility, increased transparency, and enhanced tax efficiency. Shareholders will receive ETF shares equal to the net asset value (NAV) of their current holdings, except for fractional shares, which will be compensated in cash possibly incurring tax. Detailed timelines and procedures for the transition have been outlined, emphasizing the communication to shareholders regarding the reorganization strategy and share trading post-conversion.

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Form Type: 425

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925024031

Filing Summary: On March 12-13, 2025, the Board of Trustees of Morgan Stanley Mortgage Securities Trust approved the reorganization of the Acquired Fund into a new exchange-traded fund (ETF), Eaton Vance Mortgage Opportunities ETF. Subject to shareholder approval, the Reorganization is projected to occur on or about August 1, 2025. This reorganization is deemed to be in the best interests of the fund and is expected to provide Acquired Fund Shareholders with benefits such as lower expenses and increased trading flexibility. Shareholders need to hold their shares through an ETF-compatible brokerage account to receive shares of the new ETF. Non-compliance may result in liquidations of their investment. The Acquired Fund and the new ETF share identical investment objectives, though there are structural differences and inherent risks in the ETF format. Acquired Fund Shareholders will be informed through a Proxy Statement and Prospectus to be sent out following shareholder approval, which will provide further details about the Reorganization. The Reorganization is structured to be tax-free under U.S. tax laws, avoiding immediate tax liabilities for shareholders aside from any cash received for fractional shares.

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Form Type: 497K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925024026

Filing Summary: On March 14, 2025, Morgan Stanley Mortgage Securities Trust announced a reorganization of the Acquired Fund into a newly-created exchange-traded fund (ETF), the Eaton Vance Mortgage Opportunities ETF, subject to shareholder approval. The Board of Trustees of the Morgan Stanley Mortgage Securities Trust unanimously approved this reorganization during a meeting held on March 12-13, 2025, noting that it would be in the best interests of the Acquired Fund and its shareholders, with no dilution of existing shareholder interests expected. The reorganization is planned to occur around August 1, 2025. Shareholders will receive a combined Proxy Statement and Prospectus detailing the Acquiring Fund's investment strategies and risks. The reorganization aims to provide benefits, including lower expenses and increased trading flexibility, although it may alter tax efficiencies compared to traditional fund structures. Shareholders must hold their shares in an accommodating brokerage account to receive shares of the Acquiring Fund, with potential tax implications for cash receipts in lieu of fractional shares. Post-reorganization, Acquired Fund shareholders will cease to hold shares of the Acquired Fund.

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