REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
x
|
Pre-Effective
Amendment No.
|
o
|
Post-Effective
Amendment No. 26
|
x
|
and/or
|
|
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|
x
|
Amendment
No. 29
|
o
|
immediately
upon filing pursuant to paragraph (b)
|
o
|
on
____________ pursuant to paragraph (b)
|
o
|
60
days after filing pursuant to paragraph (a)(1)
|
o
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on
____________ pursuant to paragraph (a)(1)
|
o
|
75
days after filing pursuant to paragraph (a)(2)
|
x
|
on
October 31, 2005 pursuant to paragraph (a)(2) of Rule
485.
|
If
appropriate, check the following box:
|
|
o
|
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
16.
|
Introduction
|
1
|
|
Definitions
|
2
|
||
Investment
Objective
|
3
|
||
Principal
Investment Strategy
|
3
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||
Principal
Risks of Investing in the Fund
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4
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||
Past
Performance
|
5
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||
Fees
and Expenses
|
5
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||
General
Risks
|
6
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||
Fundamental
Investment Policies
|
7
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||
Management
of the Fund
|
8
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||
Shareholder
Information
|
|||
Pricing
of Fund Shares
|
10
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||
Purchase
of Shares
|
11
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||
Exchange
of Shares
|
14
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||
Selling
(Redeeming) Shares
|
14
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||
Redemption
Fees
|
16
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||
Other
Shareholder Information
|
17
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||
General
Information
|
20
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||
Privacy
Statement
|
21
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||
1.
|
FUND
means the Matthews
India Fund, a separate
series of shares of the Matthews Asian Funds.
|
2.
|
FUNDS
means
the Matthews
Asian Funds, a
mutual fund family comprised of eight separate series of shares
named: Matthews
Pacific Tiger Fund, Matthews Asian Growth and Income Fund, Matthews
Korea
Fund, Matthews China Fund, Matthews Japan Fund, Matthews Asian
Technology
Fund, Matthews Asia Pacific Fund and
Matthews India Fund.
|
3.
|
INDIAN
SUBCONTINENT refers
to the following countries: Bangladesh, Bhutan, India, Maldives,
Nepal,
Pakistan and Sri Lanka.
|
4.
|
A
company is considered to be INDIAN or
of THE INDIAN SUBCONTINENT if:
(i)
it is organized under the laws of India or one of the countries
within the
Indian Subcontinent; or
(ii)
it derives at least 50% of its revenues or profits from goods
produced or
sold, investments made, services performed, or has at least 50%
of its
assets located within one of these countries; or
(iii)
it has the primary trading markets for its securities in one
of these
countries; or
(iv)
it is a governmental entity, agency, state, province, or municipality
of
such country.
|
5.
|
MATTHEWS or
THE
ADVISOR means
Matthews International Capital Management, LLC, the company that
manages
the money that you invest in the Fund and provides other administrative
and shareholder services to the
Fund.
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PORTFOLIO
MANAGERS:
|
LEAD
MANAGER:
|
Andrew
T. Foster
|
CO-MANAGER:
|
Mark
W. Headley
|
Symbol:
MINDX
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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
|
$203
|
Three
Years
|
$636
|
6
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Minimum Investments in the Fund | |
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
|
P.O. Box 9791
|
|
Providence, RI 02940
|
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
|
|
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*
|
Account
#8606905986
|
|
•
Then wire funds using instructions at right
|
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].
|
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]
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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.
|
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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
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|
If
you wish to know more about the Fund or Matthews Asian Funds,
you will
find additional information in the documents indicated
above.
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|
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
Rodney
D. Yee
Manoj
K. Pombra
John
P. McGowan
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
|
|
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
|
6
|
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
|
29
|
Code
of Ethics
|
30
|
Proxy
Voting Policies and Procedures
|
30
|
Control
Persons and Principal Holders of Securities
|
31
|
Investment
Advisory & Other Service Providers
|
31
|
Brokerage
Allocation and Other Practices
|
38
|
Shares
of Beneficial Interest
|
38
|
Purchase,
Redemption and Pricing of Shares
|
|
Purchase
of Shares
|
39
|
Determination
of Net Asset Value
|
39
|
Redemption
Fees
|
40
|
Redemption
in Kind
|
41
|
Equalization
|
41
|
Dividends
and Distributions
|
41
|
Taxation
of the Trust
|
|
In
General
|
42
|
Taxes
Regarding Options, Futures and Foreign Currency
Transactions
|
43
|
Unique
Foreign Tax Issues
|
43
|
Other
Information
|
|
Reports
to Shareholders
|
44
|
Appendix
|
|
Bond
Ratings
|
45
|
Proxy
Voting Policies and Procedures
|
48
|
· |
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;
|
(iii)
|
The
Fund or a Service Provider may disclose the Fund’s portfolio securities
holdings 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; disclosure to third party service providers of accounting,
auditing, custody, proxy voting and other services to the Fund;
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
|
Rodney
D. Yee
Born
1960
Four
Embarcadero Center
Suite
550
San
Francisco, CA 94111
|
Treasurer
|
Since
2004
|
Chief
Financial Officer, Matthews International Capital Management,
LLC since
2004; Chief Financial Officer, Corporate Secretary and Compliance
Officer,
Sand Hill Advisors, Inc., 2002-2004; Controller, Firsthand
Capital
Management, Inc., 1998-2002.
|
N/A
|
N/A
|
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, 2001-2002; 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
|
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
|
Shai
Malka
Born
1973
Four
Embarcadero Center
Suite 550 San
Francisco, CA 94111
|
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
|
|
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
|
IV. |
Conflicts
of
Interest
|
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
|
(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.
|
(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.
|
(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.
|
(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)(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.
|
(i) |
Legal
Opinion and Consent of Counsel will be filed by amendment pursuant
to Rule
485(b) prior to the effective date.
|
(j) |
Consent
of Independent Auditors will be filed by amendment pursuant to
Rule 485(b)
prior to the effective date.
|
(k) |
Not
Applicable.
|
(l) |
Not
Applicable.
|
(m) |
12b-1
Plan is incorporated herein by reference to and filed electronically
with
Post-Effective Amendment No. 13 on December 20,
1999.
|
(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 filed
herewith.
|
(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.
|
Item 24. |
Persons
Controlled by or under Common Control with the
Registrant
|
Item 25. |
Indemnification
|
Item 26. |
Business
and Other Connections of
Advisor:
|
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
|
Rodney
D. Yee
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 May 18,
2005:
|
(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
|
Christine
A. Ritch
|
-
|
Chief
Legal Officer,
|
Assistant
Secretary and Assistant Clerk
|
||
Steven
B Sunnerberg
|
-
|
Secretary
and Clerk
|
Christopher
S. Conner
|
-
|
Vice
President and
|
Anti-Money
Laundering Officer
|
||
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
|
(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:
|
(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:
|
(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:
|
Item 29. |
Management
Services
|
Item 30. |
Undertakings
|
Signature
|
Capacity
|
Date
|
||
/s/
G. Paul Matthews
|
President
and Principal Executive Officer
|
August
10, 2005
|
||
G.
Paul Matthews
|
||||
/s/
Rodney D. Yee
|
Treasurer
|
August
10, 2005
|
||
Rodney
D. Yee
|
||||
/s/
Robert K. Connolly*
|
Trustee
|
August
10, 2005
|
||
Robert
K. Connolly
|
||||
/s/
Richard K. Lyons*
|
Trustee
|
August
10, 2005
|
||
Richard
K. Lyons
|
||||
/s/
David FitzWilliam-Lay*
|
Trustee
|
August
10, 2005
|
||
David
FitzWilliam-Lay
|
||||
/s/
Toshi Shibano*
|
Trustee
|
August
10, 2005
|
||
Toshi
Shibano
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
(p)(5)
|
Code
of Ethics of Matthews Asian Funds and Matthews International
Capital
Management, LLC dated May 2005.
|