M&A: MORGAN STANLEY PATHWAY FUNDS

Form Type: CORRESP

Filing Date: 2024-10-04

Corporate Action: Merger

Type: Update

Accession Number: 000119312524233078

Comments: Morgan Stanley Pathway Funds filed a response letter addressing comments from the SEC regarding their registration statement on Form N-14 related to the reorganizations of the Large Cap Equity Fund and Small-Mid Cap Equity Fund into Large Cap Equity ETF and Small-Mid Cap Equity ETF. The letter outlines the completion of necessary disclosures, revisions made in response to SEC comments on the management strategies, tax implications, and costs associated with the reorganization. It clarifies shareholder concerns regarding investment management changes, costs borne during the reorganization, and the non-need for brokerage account changes for current shareholders. The letter also details revisions made to clarify the Manager's beliefs about asset growth and the principal risks involved in the transition to exchange-traded funds (ETFs).

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Form Type: N-14

Filing Date: 2024-08-20

Corporate Action: Merger

Type: New

Accession Number: 000119312524203605

Comments: Morgan Stanley Pathway Funds is proposing a reorganization involving the Large Cap Equity Fund and Small-Mid Cap Equity Fund, converting them into exchange-traded funds (ETFs). This change is scheduled to take place on November 15, 2024, with the newly created Large Cap Equity ETF and Small-Mid Cap Equity ETF taking over the assets of the respective funds. The reorganization aims to provide benefits such as economies of scale, increased trading flexibility, enhanced transparency, and improved tax efficiency. These reorganizations are designed to maintain the same investment objectives and strategies as the current funds while offering potential cost reductions for shareholders. The conversions will not require shareholder approval, as determined by the Board of Trustees, and existing shareholders will receive shares of the corresponding ETF equivalent to the value of their current holdings, minus any cash for fractional shares. Following this, the Target Funds will be terminated as series of the Trust. The reorganization is poised to facilitate growth and investor accessibility.

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