REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
x
|
Pre-Effective
Amendment No.
|
¨
|
Post-Effective
Amendment No. 27
|
x
|
and/or
|
|
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|
x
|
Amendment
No. 30
|
It is proposed that this filing will become effective | ||
x
|
immediately
upon filing pursuant to paragraph (b)
|
|
¨
|
on
_____________ pursuant to paragraph (b)
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¨
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60
days after filing pursuant to paragraph (a)(1)
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|
¨
|
on
_____________ pursuant to paragraph (a)(1)
|
|
¨
|
75
days after filing pursuant to paragraph (a)(2)
|
|
¨
|
on
____________ pursuant to paragraph (a)(2) of Rule 485.
|
|
If appropriate, check the following box: | ||
¨
|
This
post-effective amendment designates a new effective date for
a previously
filed post-effective
amendment.
|
PROSPECTUS
October
31, 2005
Matthews
India Fund
|
The U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved the Funds. Also, the SEC has not passed upon the adequacy or accuracy of this prospectus. Anyone who informs you otherwise is committing a crime. |
Please
read this document carefully
before you make any
investment decision. If you
have any questions, do not
hesitate to contact us at 800-789-ASIA
[2742] or visit www.matthewsfunds.com. Also,
please keep this prospectus
with your other account
documents for future reference.
Please
see important information
about redemption
fees on
page 19.
|
Matthews
India Fund
|
|
Investment
Objective
|
1
|
|
Principal
Investment Strategy
|
1
|
|
Principal
Risks of Investing in the Fund
|
2
|
|
Past
Performance
|
5
|
|
Fees
and Expenses
|
6
|
|
Management
of the Fund
|
8
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|
Shareholder
Information
|
||
Pricing
of Fund Shares
|
11
|
|
Purchase
of Shares
|
12
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|
Exchange
of Shares
|
16
|
|
Selling
(Redeeming) Shares
|
16
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|
Redemption
Fees
|
19
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|
Other
Shareholder Information
|
20
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|
General
Information
|
24
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|
Privacy
Statement
|
26
|
|
The
investment objective of the Fund is fundamental. This means that
it cannot
be changed without a vote of a majority of the voting securities
of the
Fund.
The
manner in which the Advisor attempts to achieve the Fund’s investment
objective is not fundamental and may be changed without shareholder
approval. While an investment policy or restriction may be changed
by the
Fund’s Board of Trustees (which oversees the management of the Fund)
without shareholder approval, shareholders will be given 60 days’ advance
notice of any material change to this policy.
|
There
is no guarantee that your investment in the Fund will increase
in value.
The value of your investment in the Fund could go down, meaning
you could
lose money. An investment in the Fund is not a bank deposit and
is not
insured or guaranteed by the Federal Deposit Insurance Corporation
or any
other government agency.
|
SHAREHOLDER
FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
|
|
Maximum
Sales Charge (Load) imposed on purchases
(as
a percentage of offering price)
|
None
|
Maximum
Sales Charge (Load) imposed on reinvested dividends
(as
a percentage of offering price)
|
None
|
Maximum
Deferred Sales Charge (Load)
(as
a percentage of original purchase price)
|
None
|
Redemption
Fee on shares redeemed or exchanged within 90 calendar days of
purchase
(as
a percentage of amount redeemed)
|
2.00%1
|
ANNUAL
FUND OPERATING EXPENSES (EXPENSES
THAT ARE DEDUCTED FROM FUND ASSETS)
|
|
Management
Fee
|
0.75%2
|
Distribution
(12b-1) Fees
|
None
|
Administration
and Shareholder Servicing Fees
|
0.25%3
|
Other
Expenses
|
1.04%4
|
Fee
Waiver and Expense Reimbursement
|
(0.04)%5
|
Total
Annual Operating Expenses
|
2.00%
|
One
Year
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$203
|
Three
Years
|
$636
|
Minimum
Investments in the Fund
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||||
Non-retirement
plan accounts
|
||||
Initial
investment:
|
$
|
2,500
|
||
Subsequent
investments:
|
$
|
250
|
||
Retirement
plan accounts*
|
||||
Initial
investment:
|
$
|
500
|
||
Subsequent
investments:
|
$
|
50
|
Opening
an account
|
Adding
to an Account
|
|
(Initial
Investment)
|
(Subsequent
Investments)
|
|
BY
MAIL
|
•
Complete
and sign application
|
•
Make
check payable to:
|
•
Make
check payable to:
|
Matthews
Asian Funds
|
|
Matthews
Asian Funds
|
•
Mail
check with a statement stub indicating your fund selection(s)
to:
|
|
•
Mail
New Account Application and check to:
|
||
Regular
Mail
|
Matthews Asian Funds
|
Matthews Asian Funds
|
P.O. Box 9791
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P.O. Box 9791
|
|
Providence, RI 02940
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Providence, RI 02940
|
|
|
||
Overnight
Mail
|
Matthews Asian Funds
|
Matthews Asian Funds
|
101 Sabin Street
|
101 Sabin Street
|
|
Pawtucket, RI 02860-1427
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Pawtucket, RI 02860-1427
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|
BY
PHONE
|
•
Call
800-789-ASIA [2742] or visit
www.matthewsfunds.com for a New Account Application. |
• Notify
the Fund’s agent by calling 800-789-ASIA [2742].
|
•
Complete
and sign the New Account Application
|
Wire*
|
|
•
Send
your New Account Application by regular mail or
overnight mail to one of the addresses above. |
• Then
wire funds to:
|
|
PNC
Bank
|
||
|
ABA
#031000053
|
|
Credit:
Matthews
India Fund
|
||
Wire*
|
||
•
Then wire funds using instructions at right
|
Account
#8606905986
|
|
|
FBO:
[your
name and account number]
|
|
VIA
INTERNET
|
You
cannot currently open a new account over the Internet.
|
*Note
that wire fees are charged by most banks.
|
|
|
|
•
When
you open your account, complete the Online
Account Access section
and attach a voided check.
|
||
•
After
you have received confirmation of your purchase, call 800-789-ASIA
[2742]
and request a personal identification number (PIN).
|
||
•
Go
to www.matthewsfunds.com
and
click on Account
Access.
|
||
•
If
you are a current shareholder but do not have Online Account
Access,
please call 800-789-ASIA
[2742].
|
Opening
an Account
|
Adding
to an Account
|
|
(Initial
Investment)
|
(Subsequent
Investments)
|
|
VIA
AUTOMATIC INVESTMENT PLAN
|
N/A
|
• Complete
the Automatic
Investment Plan section
of the application. Be sure to sign the application and include
a voided
check.
|
• If
you are a current shareholder but have not established this plan,
please
call 800-789-ASIA [2742].
|
||
THROUGH
A BROKER OR INTERMEDIARY
|
Contact
your broker or intermediary, who may charge you
a fee for their services. |
Contact
your broker or intermediary, who may charge you a fee for their
services.
|
Selling
(Redeeming) shares
|
|
BY
MAIL
|
§ Send
a letter to the Fund at the following address:
|
Regular
Mail:
|
Matthews
Asian Funds
P.O.
Box 9791
Providence,
RI 02940
|
Overnight
Mail:
|
Matthews
Asian Funds
101
Sabin Street
Pawtucket,
RI 02860-1427
The
letter must include your name and account number, the name of the
Fund,
and the amount you want to sell in dollars or shares. This letter
must be
signed by each owner of the account.
For
security purposes, a medallion signature guarantee will be required
if:
§ Your
written request is for an amount over $100,000; or
§ The
money is to be paid to anyone other than the registered owners;
or
§ The
money is to be sent to an address that is different from the
registered
address or to a bank account other than the account that was
preauthorized.
|
BY
PHONE
|
Call
800-789-ASIA [2742]. When you open your account you will automatically
have the ability to exchange and redeem shares by telephone unless
you
specify otherwise on your New Account Application.
|
BY
WIRE
|
If
you have wiring instructions already established on your account,
contact
us at 800-789-ASIA
[2742] to request a redemption by wire. Please note that the Fund
charges
$9.00 for wire redemptions, in addition to a wire fee that may
be charged
by your bank.
Note:
When you opened your account you must have provided the wiring
instructions for your bank with your application.*
|
VIA
INTERNET
|
You
must have already obtained Online Account Access and a PIN from
the Fund’s
transfer agent. (See “Adding to an Account: Via Internet” on page
13.)
Go
to www.matthewsfunds.com
and click on Account Access, then follow the instructions on how
to place
a redemption.
|
THROUGH
A BROKER
OR INTERMEDIARY |
Contact
your broker or intermediary, who may charge you a fee for their
services.
|
* If
your account has already been opened, you may send us a written
request to
add wiring instructions to your account. Send your request to the
addresses above and include a signature
guarantee.
|
· |
Reject
a purchase or exchange
|
· |
Delay
payment of immediate cash redemption proceeds for up to seven calendar
days
|
· |
Revoke
a shareholder’s privilege to purchase Fund shares (including
exchanges)
|
· |
Limit
the amount of any exchange
|
If
you wish to know more about the Fund or Matthews Asian Funds, you
will
find additional information in the documents indicated
above.
|
BOARD
OF TRUSTEES
|
Independent
Trustees:
|
Richard
K. Lyons, Chairman
|
Robert
K. Connolly
|
Toshi
Shibano
|
Interested
Trustees:
|
David
FitzWilliam-Lay
|
OFFICERS
|
G.
Paul Matthews
|
Mark
W. Headley
|
Manoj
K. Pombra
|
John
P. McGowan
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Andrew
T. Foster
|
Shai
Malka
|
INVESTMENT
ADVISOR
|
Matthews
International Capital Management, LLC
|
Four
Embarcadero Center, Suite 550
|
San
Francisco, CA 94111
|
800-789-ASIA
[2742]
|
UNDERWRITER
|
PFPC
Distributors, Inc.
|
760
Moore Road
|
King
of Prussia, PA 19406
|
ACCOUNT
SERVICES
|
PFPC
Inc.
|
P.O.
Box 9791
|
Providence,
RI 02940
|
800-789-ASIA
[2742]
|
CUSTODIAN
|
The
Bank of New York
|
One
Wall Street
|
New
York, NY 10286
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LEGAL
COUNSEL
|
Paul,
Hastings, Janofsky & Walker LLP
|
55
Second Street, 24th Floor
|
San
Francisco, CA 94105
|
For
additional information
about
the Matthews India Fund or Matthews Asian Funds:
|
|
www.matthewsfunds.com
|
|
800-789-ASIA
[2742]
|
|
Four
Embarcadero Center, Suite 550
San
Francisco, CA 94111
|
|
Investment
Company Act
File
Number: 811-08510
|
|
Distributed
by PFPC Distributors, Inc.
|
|
|
|
Matthews
Asian Funds
www.matthewsfunds.com
|
|
|
|
|
|
Four
Embarcadero Center, Suite 550
San
Francisco, CA 94111
|
|
|
PROSP/I-1005-xxM-FST
|
800-789-ASIA
[2742]
|
TABLE
OF CONTENTS
|
Page
|
|
Fund
History
|
3
|
|
Description
of the Fund
|
||
Classification
|
3
|
|
Investment
Process
|
3
|
|
Investment
Objective
|
5
|
|
Principal
Investment Strategies and Risks
|
||
Investments
by Foreign Institutional Investors
|
5
|
|
Political,
Economic, and Social Factors
|
5
|
|
Foreign
Currency Fluctuations
|
6
|
|
Exchange
Controls and the Ability to Repatriate Investments
|
6
|
|
Smaller,
Less Liquid and More Volatile Securities Markets
|
7
|
|
Different
Corporate Disclosure, Governance and Regulatory
Requirements
|
7
|
|
Convertible
Securities
|
8
|
|
Other
Investment Strategies and Risks
|
||
Risks
Associated with Euroconvertible Securities
|
8
|
|
Risks
Associated with Foreign Currency
|
9
|
|
Risks
Associated with Securities Rated Below Investment Grade
|
9
|
|
Additional
Investment Strategies
|
10
|
|
Fund’s
Policies
|
21
|
|
Temporary
Defensive Position
|
22
|
|
Disclosure
of Portfolio Holdings
|
22
|
|
Management
of the Fund
|
24
|
|
Approval
of Investment Advisory Agreement
|
28
|
|
Compensation
|
31
|
|
Code
of Ethics
|
32
|
|
Proxy
Voting Policies and Procedures
|
32
|
|
Control
Persons and Principal Holders of Securities
|
32
|
|
Investment
Advisory & Other Service Providers
|
33
|
|
Brokerage
Allocation and Other Practices
|
39
|
|
Shares
of Beneficial Interest
|
40
|
|
Purchase,
Redemption and Pricing of Shares
|
||
Purchase
of Shares
|
40
|
|
|
Determination
of Net Asset Value
|
40
|
Redemption
Fees
|
42
|
|
Redemption
in Kind
|
42
|
|
Equalization
|
42
|
|
Dividends
and Distributions
|
43
|
|
Taxation
of the Trust
|
||
In
General
|
43
|
|
Taxes
Regarding Options, Futures and Foreign Currency
Transactions
|
44
|
|
|
Unique
Foreign Tax Issues
|
45
|
Other
Information
|
||
Reports
to Shareholders
|
46
|
|
Appendix
|
||
Bond
Ratings
|
47
|
|
Proxy
Voting Policies and Procedures
|
50
|
·
|
potential
for capital appreciation;
|
·
|
price
of security relative to price of underlying stock, if a convertible
security;
|
·
|
yield
of security relative to yield of other fixed-income securities;
|
·
|
interest
or dividend income;
|
·
|
call
and/or put features;
|
·
|
creditworthiness;
|
·
|
price
of security relative to price of other comparable securities;
|
·
|
size
of issue;
|
·
|
currency
of issue; and
|
·
|
impact
of security on diversification of the
portfolios.
|
(i)
|
60
days following the end of each fiscal quarter, the Fund’s full portfolio
holdings will be made publicly available by the following means:
|
a.
|
The
Fund shall send shareholders portfolio holdings in the Fund’s annual,
semi-annual and quarterly reports, which are mailed to shareholders
and
posted on the Fund’s website.
|
b.
|
PFPC
shall send portfolio holding to nationally-recognized rating agencies
via
electronic transmission.
|
(ii)
|
The
Fund will also release top ten holdings on a monthly basis via
the Fund’s
website and written communication with 21 days of each month
end;
|
(iii)
|
The
Fund or a Service Provider may disclose the Fund’s portfolio securities
holdings in advance of general release and without lag to the Fund’s
custodian bank, independent public accountant, independent legal
counsel,
proxy voting agent, financial printers, and pricing service provider.
In
addition, the Fund may make such discloser to selected third parties
when
the Fund has a legitimate business purpose for doing so. Examples
of
legitimate business purposes in which selective disclosure of the
Fund’s
portfolio securities may be appropriate include disclosure for
due
diligence purposes to an investment advisor that is in merger or
acquisition talks with the Advisor; disclosure to a newly hired
investment
advisor or sub-advisor prior to its commencing its duties; or disclosure
to a rating or ranking
organization.
|
Name,
Year of Birth, and Address
|
Position(s)
Held with the Trust
|
Term
of Office and Length of Time
Served1
|
Principal
Occupation(s)
During
Past 5 Years
|
Number
of Portfolios in Fund Complex Overseen by Trustee
|
Other
Trusteeships/
Directorships
(number
of portfolios)
Held
by Trustee
|
INDEPENDENT
TRUSTEES
|
|||||
Richard
K. Lyons
Born
1961
Four
Embarcadero Center
Suite
550
San
Francisco, CA 94111
|
Chairman
of the Board of Trustees and Trustee
|
Since
1994
|
Acting
Dean (since 2004) and Coleman Professor
of
Finance (since 1993), Haas School of Business, University of California
at
Berkeley; Consultant for IMF World Bank, Federal Reserve Bank and
Citibank, N.A. (since 2000).
|
8
|
Director,
iShares Fund Complex, consisting of iShares, Inc. (24 portfolios)
and
iShares Trust (over 70 portfolios) managed by Barclays Global Investors;
Trustee, Barclays Global Investor Fund Complex, consisting of Barclays
Global Investor Funds and Barclays Master Investment Portfolios
(15
portfolios).
|
Robert
K. Connolly
Born
1932
Four
Embarcadero Center
Suite
550
San
Francisco, CA 94111
|
Trustee
|
Since
1994
|
Retired
since 1990. Prior thereto: Institutional Sales Manager and Securities
Analyst for Barrington Research Associates.
|
8
|
None
|
Name,
Year of Birth, and Address
|
Position(s)
Held with the Trust
|
Term
of Office and Length of Time Served1
|
Principal
Occupation(s)
During
Past 5 Years
|
Number
of Portfolios in Fund Complex Overseen by Trustee
|
Other
Trusteeships/
Directorships
(number
of portfolios)
Held
by Trustee
|
Toshi
Shibano
Born
1950
Four
Embarcadero Center
Suite
550
San
Francisco, CA 94111
|
Trustee
|
Since
2003
|
President,
Toshi Shibano Consulting, Inc. since 1995; Adjunct Associate
Professor,
Columbia Graduate School of Business since 2001; Adjunct Professor,
Thunderbird American Graduate School of International Management
since
2000; Faculty, General Electric Corporate Leadership Development
Center
since 2000; Executive Education Lecturer, Haas School of Business,
University of California at Berkeley since 1995.
|
8
|
None
|
INTERESTED
TRUSTEES2
|
|||||
David
FitzWilliam-Lay
Born
1931
Four
Embarcadero Center
Suite
550
San
Francisco, CA 94111
|
Trustee
|
Since
1994
|
Retired
in 1993. Prior thereto Chairman of GT Management, PLC, United
Kingdom.
|
8
|
None
|
OFFICER(S)
WHO ARE NOT TRUSTEES2
|
|||||
G.
Paul Matthews
Born
1956
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
President
|
Since
1994
|
Chairman
and Chief Investment Officer, Matthews International Capital
Management,
LLC since 1991.
|
N/A
|
N/A
|
Mark
W. Headley
Born
1959
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
Vice
President
|
Since
1999
|
Chief
Executive Officer, President and Portfolio Manager, Matthews
International
Capital Management, LLC since 2001; President and Portfolio Manager,
1999-2001; Portfolio Manager and Managing Director 1996-1999.
|
N/A
|
N/A
|
Name,
Year of Birth, and Address
|
Position(s)
Held with the Trust
|
Term
of Office and Length of Time Served1
|
Principal
Occupation(s)
During
Past 5 Years
|
Number
of Portfolios in Fund Complex Overseen by Trustee
|
Other
Trusteeships/
Directorships
(number
of portfolios)
Held
by Trustee
|
Manoj
K. Pombra
Born
1964
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
Chief
Compliance Officer |
Since
2005
|
Chief
Compliance Officer, Matthews International Capital Management,
LLC since
March 2005; Senior Manager, Mutual Fund Compliance/Manager Portfolio
Compliance, Franklin Templeton Investments,
April
2001-March 2005; Senior
Financial Reporting Manager, InfoUSA.com,
May
2000-March 2001.
|
N/A
|
N/A
|
Andrew
T. Foster
Born
1974
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
Vice
President
|
Since
2005
|
Director
of Research and Portfolio Manager, Matthews International Capital
Management, LLC since 2003; Student at INSEAD, Fontainebleau, France;
M.B.A, in 2002; Analyst, Matthews International Capital Management,
LLC,
1998-2001.
|
N/A
|
N/A
|
John
P. McGowan
Born
1964
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
Vice
President
|
Since
2005
|
Chief
Operating Officer, Matthews International Capital Management, LLC,
since
2004; Chief Operating Officer, Treasurer, and Chief Compliance
Officer,
Forward Management LLC, 1998-2004.
|
N/A
|
N/A
|
Shai
Malka
Born
1973
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
Treasurer
and Secretary
|
Since
2005
|
Senior
Manager of Fund Accounting and Operations since 2004; Manager of
Fund
Accounting (2003-2004, Fund Accountant (2000-2003), Matthews International
Capital Management, LLC; Supervisor of Fund Accounting, SEI Investments,
1999-2000.
|
N/A
|
N/A
|
1 |
Each
Trustee serves for an indefinite term, until retirement age or
until
his/her successor is elected. Officers serve at the pleasure of
the Board
of Trustees.
|
2
|
These
Trustees and officers are considered “interested persons” of the Trust as
defined under the 1940 Act either because of an ownership interest
in the
Advisor or an office held with the Trust.
|
Name
of Director
|
Aggregate
Dollar Range of
Equity
Securities in All Registered Investment Companies Overseen by Trustee
within
the Family of Investment Companies
|
|
INDEPENDENT
TRUSTEES
|
||
Richard
K. Lyons
|
Above
$100,000
|
|
Robert
K. Connolly
|
$10,001-$50,000
|
|
Toshi
Shibano
|
$10,001-$50,000
|
|
INTERESTED
TRUSTEES
|
||
David
FitzWilliam-Lay
|
None
|
●
|
The
nature, extent and quality of the services provided and to be provided
by
the Advisor under the Advisory Agreement.
The Board considered the experience and qualifications of the personnel
at
the Advisor who would be responsible for providing services to
the Fund
and who would be responsible for the daily management of the Fund’s
investment objectives, and also reviewed significant recent additions
to
the Advisor’s personnel. The Board considered the Advisor’s succession
plan in the event key personnel are no longer employed by the Advisor
and
the Advisor’s disaster recovery and business continuity plan, as well as
the additional efforts the Advisor is in the process of implementing
with
respect to its disaster recovery plan. The Board also considered
the Chief
Compliance Officer’s report regarding the compliance resources, programs
and structures of the Advisor, including the compliance records
of the
Advisor and the supervision of the Fund’s transfer agent by the Advisor.
The Board also noted that the extent of the Advisor’s resources committed
to marketing and distribution was consistent with responsible Fund
growth.
The Board took note of the fact that the Advisor had added personnel
in
key positions and believes that hiring and retaining good personnel
and
top executives requires a long-term vision for the Funds. The Board
concluded that the Advisor had the quality and depth of personnel
and
investment methods essential to performing its duties under the
Advisory
Agreement, and that the nature, overall quality, cost and extent
of such
management services are satisfactory and
reliable.
|
●
|
The
investment performance of the Advisor.
The Trustees reviewed the anticipated performance of the Fund within
its
first year of operations and thereafter. The Trustees also reviewed
short-term and long-term performance of each of the other Funds
advised by
the Advisor, on both an absolute basis and in comparison to peer
funds and
benchmark indices, and both the Lipper and Morningstar rankings
for each
of the other Funds. The Board was satisfied with the Fund’s anticipated
performance and the other Funds’ overall performance records.
|
●
|
The
extent to which the Advisor realizes economies of scale as the
Fund grows
larger and whether fee levels reflect these economies of scale
for the
benefit of Fund investors.
The Board noted that the Advisor has realized, and expects to continue
to
realize, economies of scale in managing and administering the Funds
as the
assets of the Funds grow. The Advisor continues to share economies
of
scale with the Funds by reaping a certain level of profits but
also
investing capital back into the company through spending to position
the
Funds for further growth.
|
·
|
The
costs of the services provided by the Advisor and
Others.
The Board considered the advisory fees of the Fund and anticipated
total
fees and expenses of the Fund based on various asset levels in
the Fund’s
first year of operations and thereafter in comparison to the advisory
fees
and other fees and expenses of the other fund in the Fund’s relevant peer
group. The Board considered both the gross advisory fee rates charged
by
the Advisor, as well as the effective advisory fee rates after
taking into
consideration the expense limitation arrangements and voluntary
fee
waivers. The Board also compared the Advisor’s advisory fees with those of
the Advisor’s separate accounts and other investment products, noting that
the Fund’s advisory fees appeared to be appropriate in comparison and
taking into account differences between these products and the
Funds,
including the differences in the frequency of net asset value
calculations.
|
●
|
The
profits to be realized by the Advisor and its affiliates from the
relationships with the Fund.
The Trustees reviewed the profitability of the Advisor on both
an absolute
basis and in comparison to other investment advisers. The Board
noted that
the Advisor’s pretax profit margin appeared to be reasonable in relation
to known industry standards; the Advisor is sufficiently profitable
to
operate as a viable investment management firm, able to honor its
obligations as a sponsor of the Fund, without being excessively
profitable. It was noted that the Advisor had years of negative
profitability in servicing the other Funds, and now the Advisor
is
spending increasing amounts on information technology as well as
increasing its personnel. The upgrading of the trading, research,
compliance, disaster recovery and other technological systems should
increase the Advisor’s capacity, speed and reliability in providing
services to the Fund, poising the Advisor and the Fund for the
next phase
of growth. The Board also considered that the additional benefits
derived
by the Advisor from its relationship with the Fund will be limited
solely
to research benefits received in exchange for “soft dollars.” The Board
noted that the Advisor reduced its soft dollar budget to an amount
that it
believes is necessary to perform its duties and plans to consolidate
soft
dollar brokerage to only one broker, and that careful scrutiny
was being
given to the value of research services obtained through soft dollars.
After such review, the Board determined that the profitability
rate to the
Advisor with respect to the Advisory Agreement is fair and reasonable
in
consideration of the services it will provide to the
Fund.
|
Fiscal
Period of 09-01-04 to 12-31-04*
|
||||
Independent
Trustee
|
Aggregate
Compensation
from
the Trust
|
Pension
or Retirement Benefits Accrued as Part of Fund Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
From
Fund
Complex
Paid
to Trustees
|
Richard
K. Lyons
|
$5,000
|
None
|
None
|
$5,000
|
Robert
K. Connolly
|
$5,000
|
None
|
None
|
$5,000
|
Toshi
Shibano
|
$5,000
|
None
|
None
|
$5,000
|
FYE
08-31-04
|
||||
Independent
Trustee
|
Aggregate
Compensation
from
the Trust
|
Pension
or Retirement Benefits Accrued as Part of Fund Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
From
Fund
Complex
Paid
to Trustees
|
Richard
K. Lyons
|
$20,000
|
None
|
None
|
$20,000
|
Robert
K. Connolly
|
$20,000
|
None
|
None
|
$20,000
|
Toshi
Shibano1
|
$15,000
|
None
|
None
|
$15,000
|
Name
of
Portfolio
Manager
|
Account
Category
|
Number
of Accounts
|
Total
Assets in Accounts
|
Number
of Accounts Where Advisory Fee is Based on Account Performance
|
Total
Assets in Accounts Where Advisory Fee is Based on Account
Performance
|
Andrew
T. Foster1
Lead
Portfolio Manager of the Matthews India Fund; Co-Portfolio Manager
of the
Matthews Asian Growth and Income, Asian Technology and Asia Pacific
Funds.
|
Registered
Investment Companies
|
0
|
0
|
0
|
0
|
Other
Pooled Investment Vehicles
|
1
|
$25,527,589
|
0
|
0
|
|
Other
Accounts
|
0
|
0
|
0
|
0
|
|
Mark
W. Headley2
Lead
Portfolio Manager of the Matthews Tiger, Japan and Asia Pacific
Funds;
Co-Portfolio Manager of the Matthews Korea, China Asian Technology,
and
India Funds
|
Registered
Investment Companies
|
0
|
0
|
0
|
0
|
Other
Pooled Investment Vehicles
|
2
|
$12,893,104
|
0
|
0
|
|
Other
Accounts
|
1
|
$2,550,905
|
0
|
0
|
Name
of Portfolio Manager
|
Dollar
Range of Equity Securities in the Fund
|
|
Andrew
T. Foster
|
§ Matthews
Pacific Tiger Fund ($1-$10,000)
§ Matthews
Asian Growth and Income Fund ($10,001-$50,000)
§ Matthews
Korea Fund ($10,001-$50,000)
§ Matthews
China Fund ($10,001-$50,000)
§ Matthews
Japan Fund ($1-$10,000)
§ Matthews
Asian and Technology Fund ($1-$10,000)
§ Matthews
Asia Pacific Fund (none)
|
|
Mark
W. Headley
|
§ Matthews
Pacific Tiger Fund ($50,001-$100,000)
§ Matthews
Asian Growth and Income Fund ($1-$10,000)
§ Matthews
Korea Fund ($10,001-$50,000)
§ Matthews
China Fund ($10,001-$50,000)
§ Matthews
Japan Fund ($10,001-$50,000)
§ Matthews
Asian and Technology Fund ($10,001-$50,000)
§ Matthews
Asia Pacific Fund
($50,000-$100,000)
|
I. |
Introduction,
General Principles and
Limitations
|
II. |
Proxy
Voting Procedures
|
(1)
|
timely
execute proxies received in accordance with the Proxy Voting Guidelines
described in Section III and the Advisor’s special instructions that may
be given from time to time;
|
(2)
|
maintain
records of proxy materials received and votes cast, and any other
documents relating to proxy votes required to be maintained pursuant
to
Rule 30b1-4 under the Investment Company Act, Form N-PX, and Rule
204-2
under the Advisers Act;
|
(3) |
notify
the Advisor of upcoming shareholder meetings and transmit votes
to
appropriate custodian banks;
|
(4)
|
procure
receipt of all proxy ballots;
|
(5) |
upon
request from the Advisor, provide research and analysis regarding
proxy
proposals;
|
(6) |
upon
request from the Advisor, deliver a quarterly statement, within
30 days of
the close of the preceding quarter, setting forth a description
of all
proxy voting activity undertaken at the direction of the Advisor
during
the preceding quarter; and
|
(7) |
provide
related administrative services as may be requested by the Advisor
from
time to time.
|
III. |
Proxy
Voting Guidelines
|
V. |
Recordkeeping
|
(1)
|
a
copy of these Policies and Procedures, which shall be made available
to
clients upon request;
|
(2)
|
proxy
statements received regarding client securities (which will be
satisfied
by relying on EDGAR or the Voting Delegate);
|
(3)
|
a
record of all votes cast (which the Voting Delegate maintains on
the
Advisor’s behalf);
|
(4)
|
any
document prepared by the Advisor that was material to making a
decision
how to vote proxies or that memorializes the basis for that decision;
|
(5)
|
records
of all written client requests for proxy voting information and
the
Advisor’s written response to any client request (written or oral) for
such information.
|
VI. |
Disclosure
|
Item
23.
|
Exhibits
|
(a)
|
Trust
Instrument and Certificate of Trust is incorporated herein by
reference to
and was filed electronically with Post-Effective Amendment No.
5 on
December 26, 1996.
|
(b)
|
By-Laws
are incorporated herein by reference to and were filed electronically
with
Post-Effective Amendment No. 5 on December 26, 1996.
|
(c)
|
Not
Applicable.
|
(d)(1)
|
Form
of Investment Advisory Agreement between Matthews International
Funds and
Matthews International Capital Management, LLC, is incorporated
herein by
reference to and was filed electronically with Post-Effective
Amendment
No. 16 on December 21, 2001.
|
(d)(2)
|
Investment
Advisory Agreement between Matthews International Capital Management,
LLC
and Matthews International Funds on behalf of the Matthews Asia
Pacific
Fund, dated October 31, 2003, is incorporated herein by reference
to and
was filed electronically with Post-Effective Amendment No. 20
on December
23, 2003.
|
(d)(3)
|
Investment
Advisory Agreement between Matthews International Capital Management,
LLC
and Matthews International Funds on behalf of each series of
the Trust,
dated August 31, 2004, is incorporated herein by reference to
and was
filed electronically with Post-Effective Amendment No. 22 on
October 28,
2004.
|
(d)(4)
|
Amended
Appendix A to the Investment Advisory Agreement between Matthews
International Capital Management, LLC and Matthews International
Funds,
dated August 12, 2005 to reflect the addition of the Matthews
India Fund,
is filed herewith.
|
(e)(1)
|
Underwriting
Agreement for Matthews International Funds with PFPC Distributors,
Inc.,
dated December 31, 2000, is incorporated herein by reference
to and was
filed electronically with Post-Effective Amendment No. 16 on
July 16,
2001.
|
(e)(2)
|
Amended
Schedule A to Underwriting Agreement for Matthews International
Funds with
PFPC Distributors, Inc., dated August 15, 2003 to reflect the
addition of
the Matthews Asia Pacific Fund, is incorporated herein by reference
to and
was filed electronically with Post-Effective Amendment No. 20
on December
23, 2003.
|
(e)(3)
|
Amended
Schedule A to Underwriting Agreement for Matthews International
Funds with
PFPC Distributors, Inc., dated August 12, 2005 to reflect the
addition of
the Matthews India Fund, is filed herewith.
|
(f)
|
Not
Applicable.
|
(g)(1)
|
Custody
Agreement with The Bank of New York, dated September 25, 2000
is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 16 on December 21, 2001.
|
(g)(2)
|
Amended
Schedule II to Custody Agreement with The Bank of New York,
dated August
15, 2003 to reflect the addition of the Matthews Asia Pacific
Fund, is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 20 on December 23, 2003.
|
(g)(3)
|
Amended
Schedule II to Custody Agreement with The Bank of New York,
dated August
12, 2005 to reflect the addition of the Matthews India Fund,
is filed
herewith.
|
(h)(1)
|
Investment
Company Services Agreement for Matthews International Funds with
FPS Services, Inc., dated October 1, 1997, is incorporated
herein by
reference to and was filed electronically with Post-Effective
Amendment
No. 8 on December 31, 1997.
|
(h)(1)(i)
|
Amendment
to Investment Company Services Agreement dated November 11,
1997, is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 8 on December 31, 1997.
|
(h)(1)(ii)
|
Amendment
to Investment Company Services Agreement, dated July 31, 1998,
is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 16 on December 21, 2001.
|
(h)(1)(iii)
|
Amendment
to Investment Company Services Agreement, dated December 30,
1998, is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 16 on December 21, 2001.
|
(h)(1)(iv)
|
Amendment
No. 3 to Investment Company Services Agreement, dated October
15, 1999, is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 13 on December 20, 1999.
|
(h)(1)(v)
|
Amendment
to Investment Company Services Agreement, dated December 1,
1999, is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 13 on December 20, 1999.
|
(h)(1)(vi)
|
Amendment
to Investment Company Services Agreement, dated May 1, 2001,
is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 16 on December 21, 2001.
|
(h)(1)(vii)
|
Anti-Money
Laundering and Privacy Amendment dated, July 24, 2002 to
Investment
Company Services Agreement, is incorporated herein by reference
to and was
filed electronically with Post-Effective Amendment No. 18
on July 18,
2003.
|
(h)(1)(viii)
|
Amendment
to Investment Company Services Agreement, dated August 1,
2002, is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 18 on July 18, 2003.
|
(h)(1)(ix)
|
Amendment
to Investment Company Services Agreement, dated August 15,
2003 to reflect
the addition of the Matthews Asia Pacific Fund, is incorporated
herein by
reference to and was filed electronically with Post-Effective
Amendment
No. 20 on December 23, 2003.
|
(h)(1)(x)
|
Customer
Identification Services Amendment to Investment Company Services
Agreement, dated October 1, 2003, is incorporated herein
by reference to
and was filed electronically with Post-Effective Amendment
No. 20 on
December 23, 2003.
|
(h)(1)(xi)
|
Amended
and Restated Investment Company Services Agreement dated
June 1, 2004 is
filed herewith.
|
(h)(1)(xii)
|
Amended
Schedule A to Investment Company Services Agreement, dated
August 12, 2005
to reflect the addition of the Matthews India Fund, is filed
herewith.
|
(h)(2)(i)
|
Shareholder
Services Agreement between Matthews International Funds and
Matthews
International Capital Management, LLC, dated April 17, 1998
and as amended
April 3, 2002, is incorporated herein by reference to and
was filed
electronically with Post-Effective Amendment No. 18 on July
18,
2003.
|
(h)(2)(ii)
|
Amendment
to Shareholder Services Agreement between Matthews International
Funds and
Matthews International Capital Management, LLC, dated August
15, 2003 is
incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 20 on December 23, 2003.
|
(h)(2)(iii)
|
Administration
and Shareholder Services Agreement between Matthews International
Funds
and Matthews International Capital Management, LLC, dated
August 31, 2004
is incorporated herein by reference to and was filed electronically
with
Post-Effective Amendment No. 22 on October 28,
2004.
|
(h)(2)(iv)
|
Amended
Schedule A to Administration and Shareholder Services Agreement
between
Matthews International Funds and Matthews International
Capital
Management, LLC, dated August 12, 2005 to reflect the addition
of the
Matthews India Fund, is filed herewith.
|
(i)
|
Legal
Opinion and Consent of Counsel is filed herewith.
|
(j)
|
Consent
of Independent Registered Public Accounting Firm is filed
herewith.
|
(k)
|
Not
Applicable.
|
(l)
|
Not
Applicable.
|
(m)(1)
|
12b-1
Plan is incorporated herein by reference to and filed electronically
with
Post-Effective Amendment No. 13 on December 20, 1999.
|
(m)(2)
|
Distribution
Plan - Class A dated August 13, 2004 is filed herewith.
|
(n)
|
Not
Applicable.
|
(o)
|
Second
amended and restated 18f-3 Plan is incorporated herein
by reference to and
was filed electronically with Post-Effective Amendment
No. 16 on December
21, 2001.
|
(p)(1)
|
Code
of Ethics of Matthews International Funds is incorporated
herein by
reference to and was filed electronically with Post-Effective
Amendment
No. 16 on December 21, 2001.
|
(p)(2)
|
Code
of Ethics of Matthews International Capital Management,
LLC is
incorporated herein by reference to and filed electronically
with
Post-Effective Amendment No. 14 on October 12, 2000.
|
(p)(3)
|
Code
of Ethics of Matthews Asian Funds and Matthews International
Capital
Management, LLC, dated December 15, 2003, is incorporated
herein by
reference to and was filed electronically with Post-Effective
Amendment
No. 20 on December 23, 2003.
|
(p)(4)
|
Code
of Ethics of Matthews Asian Funds and Matthews International
Capital
Management, LLC, dated October 11, 2004, is incorporated
herein by
reference and was filed electronically with Post-Effective
Amendment No.
23 on December 29, 2004.
|
(p)(5)
|
Code
of Ethics of Matthews Asian Funds and Matthews International
Capital
Management, LLC, dated May 2005, is incorporated herein
by reference and
was filed electronically with Post-Effective Amendment
No, 26 on August
10, 2005.
|
(q)(1)
|
Power
of Attorney dated, November 14, 2003, is incorporated
herein by reference
to and was filed electronically with Post-Effective Amendment
No. 20 on
December 23, 2003.
|
(q)(2)
|
Power
of Attorney dated, January 27, 2004, is incorporated
herein by reference
to and was filed electronically with Post-Effective Amendment
No. 21 on
January 28, 2004.
|
(q)(3)
|
Power
of Attorney dated, August 12, 2005, is filed herewith.
|
Item
24.
|
Persons
Controlled by or under Common Control with the
Registrant
|
Not
Applicable.
|
|
Item
25.
|
Indemnification
|
Section
10.2 of the Registrant’s Trust Instrument provides as
follows:
|
|
10.2
Indemnification.
The Trust shall indemnify each of its Trustees against
all liabilities and
expenses (including amounts paid in satisfaction of judgments,
in
compromise, as fines and penalties, and as counsel fees)
reasonably
incurred by him in connection with the defense or disposition
of any
action, suit or other proceeding, whether civil or criminal,
in which he
may be involved or with which he may be threatened, while
as a Trustee or
thereafter, by reason of his being or having been such
a Trustee
except
with respect to any matter as to which he shall have
been adjudicated to
have acted in bad faith, willful misfeasance, gross negligence
or reckless
disregard of his duties, provided
that as to any matter disposed of by a compromise payment
by such person,
pursuant to a consent decree or otherwise, no indemnification
either for
said payment or for any other expenses shall be provided
unless the Trust
shall have received a written opinion from independent
legal counsel
approved by the Trustees to the effect that if either
the matter of
willful misfeasance, gross negligence or reckless disregard
of duty, or
the matter of bad faith had been adjudicated, it would
in the opinion of
such counsel have been adjudicated in favor of such person.
The rights
accruing to any person under these provisions shall not
exclude any other
right to which he may be lawfully entitled, provided
that no person may satisfy any right of indemnity or
reimbursement
hereunder except out of the property of the Trust. The
Trustees may make
advance payments in connection with the indemnification
under this Section
10.2, provided
that the indemnified person shall have given a written
undertaking to
reimburse the Trust in the event it is subsequently determined
that he is
not entitled to such indemnification.
|
|
The
Trust shall indemnify officers, and shall have the power
to indemnify
representatives and employees of the Trust, to the same
extent that
Trustees are entitled to indemnification pursuant to
this Section
10.2.
|
Insofar
as indemnification for liability arising under the Securities
Act of 1933
may be permitted to trustees, officers and controlling
persons of
Registrant pursuant to the foregoing provisions, or otherwise,
Registrant
has been advised that in the opinion of the SEC such
indemnification is
against public policy as expressed in that Act and is,
therefore,
unenforceable. In the event that a claim for indemnification
against such
liabilities (other than the payment by Registrant of
expenses incurred or
paid by a trustee, officer or controlling person of Registrant
in the
successful defense of any action, suit or proceeding)
is asserted by such
trustee, officer or controlling person in connection
with the securities
being registered, Registrant will, unless in the opinion
of its counsel
the matter has been settled by controlling precedent,
submit to a court of
appropriate jurisdiction the question whether such indemnification
by it
is against public policy as expressed in that Act and
will be governed by
the final adjudication of such issue.
|
|
Section
10.3 of the Registrant’s Trust Instrument, incorporated herein by
reference as Exhibit 1 to Post-Effective Amendment No.
5, also provides
for the indemnification of shareholders of the Registrant.
Section 10.3
states as follows:
|
|
10.3
Shareholders.
In case any Shareholder or former Shareholder of any
Series shall be held
to be personally liable solely by reason of his being
or having been a
shareholder of such Series and not because of his acts
or omissions or for
some other reason, the Shareholder or former Shareholder
(or his heirs,
executors, administrators or other legal representatives
or, in the case
of a corporation or other entity, its corporate or other
general
successor) shall be entitled out of the assets belonging
to the applicable
Series to be held harmless from and indemnified against
all loss and
expense arising from such liability. The Trust, on behalf
of the affected
Series, shall, upon request by the Shareholder, assume
the defense of any
claim made against the Shareholder for any act or obligation
of the Trust
and satisfy any judgment thereon from the assets of the
Series.
|
|
In
addition, Registrant currently has a trustees’ and officers’ liability
policy covering certain types of errors and omissions.
|
|
Item
26.
|
Business
and Other Connections of Advisor:
|
The
sole business activity of Matthews International Capital
Management, LLC,
Four Embarcadero Center, Suite 550, San Francisco, CA
94111 (the
“Advisor”), is to serve as an investment advisor. The Advisor
is
registered under the Investment Advisers Act of 1940,
as amended.
Information as to the directors and officers of the Advisor
is as
follows:
|
Name
and Position with the Advisor
|
Other
Company
|
Position
With Other Company
|
||
G.
Paul Matthews
Chairman
and Chief Investment Officer
|
None
|
N/A
|
||
Mark
W. Headley
President,
Chief Executive Officer and Portfolio Manager
|
None
|
N/A
|
||
Shai
Malka
Chief
Financial Officer
|
None
|
N/A
|
||
Manoj
K. Pombra
Chief
Compliance Officer
|
None
|
N/A
|
||
James
E. Walter
Vice
President
|
None
|
N/A
|
||
John
P. McGowan
Chief
Operating Officer
|
None
|
N/A
|
||
Andrew
T. Foster
Director
of Research
|
None
|
N/A
|
||
Anna
Schweizer
Member,
Board of Representatives
|
W.R.
Hambrecht + Co
539
Bryant Street
Suite
100
San
Francisco, CA 94107
|
Director,
Strategy and Business Development
|
||
Vernon
C. Kozlen
Member,
Board of Representatives
|
City
National Corporation City National Center
400
North Roxbury Drive
Suite
800
Beverly
Hills, CA 90210
|
Executive
Vice President and Director of Asset Management
Development
|
Item
27.
|
Principal
Underwriter
|
|||
(a)
|
PFPC
Distributors, Inc. (the “Distributor”) acts as principal underwriter for
the following investment companies as of September 30,
2005:
|
|||
AB
Funds Trust
|
||||
AFBA
5 Star Funds, Inc.
|
||||
Atlantic
Whitehall Funds Trust
|
||||
CRM
Mutual Fund Trust
|
||||
Highland
Floating Rate Fund
|
||||
Highland
Floating Rate Advantage Fund
|
||||
Harris
Insight Funds Trust
|
||||
Hillview
Investment Trust II
|
||||
Kalmar
Pooled Investment Trust
|
||||
Matthews
Asian Funds
|
Metropolitan
West Funds
|
||||
The
RBB Fund, Inc.
|
||||
RS
Investment Trust
|
||||
Stratton
Growth Fund, Inc.
|
||||
Stratton
Monthly Dividend REIT Shares, Inc.
|
||||
The
Stratton Funds, Inc.
|
||||
Van
Wagoner Funds
|
||||
Wilshire
Mutual Funds, Inc.
|
||||
Wilshire
Variable Insurance Trust
|
||||
Distributed
by BlackRock Distributors, Inc., a wholly owned subsidiary
of PFPC
Distributors, Inc.:
|
||||
BlackRock
Provident Institutional Funds
|
||||
BlackRock
Funds
|
||||
International
Dollar Reserve Fund I, Ltd.
|
||||
BlackRock
Bond Allocation Target Shares
|
||||
Distributed
by MGI Funds Distributors, Inc., a wholly owned subsidiary
of PFPC
Distributors, Inc.:
|
||||
MGI
Funds
|
||||
Distributed
by Northern Funds Distributors, LLC., a wholly owned
subsidiary of PFPC
Distributors, Inc.:
|
||||
Northern
Funds
|
||||
Northern
Institutional Funds
|
||||
Distributed
by ABN AMRO Distribution Services (USA), Inc., a wholly
owned subsidiary
of PFPC Distributors, Inc.:
|
||||
ABN
AMRO Funds
|
||||
PFPC
Distributors, Inc. is registered with the Securities
and Exchange
Commission as a broker-dealer and is a member of the
National Association
of Securities Dealers. PFPC Distributors, Inc. is located
at 760 Moore
Road, King of Prussia, Pennsylvania
19406
|
(b)
|
The
following is a list of the executive officers, directors,
and partners of
PFPC Distributors, Inc.:
|
|||
Brian
Burns
|
-
|
Chairman,
Chief Executive Officer, Director and President
|
||
Michael
Denofrio
|
-
|
Director
|
||
Nick
Marsini
|
-
|
Director
|
||
Rita
G. Adler
|
-
|
Chief
Compliance Officer &
Anti-Money Laundering Officer
|
||
Christine
A. Ritch
|
-
|
Chief
Legal Officer, Assistant Secretary and Assistant Clerk
|
||
Steven
B Sunnerberg
|
-
|
Secretary
and Clerk
|
||
Julie
Bartos
|
-
|
Assistant
Secretary and Assistant Clerk
|
||
Bradley
A. Stearns
|
-
|
Assistant
Secretary and Assistant Clerk
|
||
Amy
Brennan
|
-
|
Assistant
Secretary and Assistant Clerk
|
||
Craig
Stokarski
|
-
|
Treasurer
and Financial & Operations Principal
|
||
Douglas
D. Castagna
|
-
|
Controller
and Assistant Treasurer
|
||
Bruno
Di Stefano
|
-
|
Vice
President
|
||
Susan
K. Moscaritolo
|
-
|
Vice
President
|
(c)
|
Not
applicable.
|
|
Item
28.
|
Location
of Accounts and Records
|
|
Books
or other documents required to be maintained by Section 31(a)
of the
Investment Company Act of 1940, and the rules promulgated thereunder,
are
maintained as follows:
|
||
(a)
|
With
respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8);
(12); and 31a-1(d), the required books and records will be
maintained at
the offices of Registrant’s Custodian:
|
|
The
Bank of New York, One Wall Street, New York, N.Y. 10286
|
||
(b)/(c)
|
With
respect to Rules 31a-1(a); 31a-1(b),(4); (2)(C) and (D); (4);
and
31a-1(f), the required books and records are maintained at
the offices of
Registrant’s Administrator, Transfer Agent and Fund Accounting Services
Agent:
|
|
PFPC,
Inc., 760 Moore Road, King of Prussia, 19406-0903.
|
||
(c)
|
With
respect to Rules 31a-1(b)(5), (6), (9), (10) and (11) and 31a-1(f),
the
required books and records are maintained at the principal
offices of the
Registrant’s Advisor:
|
|
Matthews
International Capital Management, LLC, Four Embarcadero Center,
Suite 550,
San Francisco, CA 94111
|
||
Item
29.
|
Management
Services
|
|
Not
Applicable.
|
Item
30.
|
Undertakings
|
|
Not
Applicable.
|
Matthews International Funds | ||||
By
|
/s/ G. Paul Matthews | |||
G.
Paul Matthews, President
|
Signature
|
Capacity
|
Date
|
||
/s/
G. Paul Matthews
|
President
and Principal Executive Officer
|
October
31, 2005
|
||
G.
Paul Matthews
|
||||
/s/
Shai Malka
|
Treasurer
|
October
31, 2005
|
||
Shai
Malka
|
||||
/s/
Robert K. Connolly*
|
Trustee
|
October
31, 2005
|
||
Robert
K. Connolly
|
||||
/s/
Richard K. Lyons*
|
Trustee
|
October
31, 2005
|
||
Richard
K. Lyons
|
||||
/s/
David FitzWilliam-Lay*
|
Trustee
|
October
31, 2005
|
||
David
FitzWilliam-Lay
|
||||
/s/
Toshi Shibano*
|
Trustee
|
October
31, 2005
|
||
Toshi
Shibano
|
* By: |
/s/
John P. McGowan
|
|
|
||
as
Attorney-in-Fact and Agent pursuant to Power of
Attorney
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
(d)(4)
|
Amended
Appendix A to the Investment Advisory Agreement between Matthews
International Capital Management, LLC and Matthews International
Funds,
dated August 12, 2005, to reflect the addition of the Matthews
India
Fund
|
|
(e)(3)
|
Amended
Schedule A to Underwriting Agreement for Matthews International
Funds with
PFPC Distributors, Inc., dated August 12, 2005 to reflect the addition
of
the Matthews India Fund.
|
|
(g)(3)
|
Amended
Schedule II to Custody Agreement with The Bank of New York, dated
August
12, 2005 to reflect the addition of the Matthews India
Fund
|
|
(h)(1)(xi)
|
Amended
and Restated Investment Company Services Agreement dated June 1,
2004
|
|
(h)(1)(xii)
|
Amended
Schedule A to Investment Company Services Agreement, dated August
12, 2005
to reflect the addition of the Matthews India Fund
|
|
(h)(2)(iv)
|
Amended
Schedule A to Administration and Shareholder Services Agreement
between
Matthews International Funds and Matthews International Capital
Management, LLC, dated August 12, 2005 to reflect the addition
of the
Matthews India Fund
|
|
(i)
|
Legal
Opinion and Consent of Counsel
|
|
(j)
|
Consent
of Independent Registered Public Accounting Firm
|
|
(m)(2)
|
Distribution
Plan – Class A dated August 13, 2004
|
|
(q)(3) |
Power
of Attorney dated, August 12, 2005
|