Filed Pursuant to Rule 497(c)
Registration No. 333-196170

NOMURA PARTNERS FUNDS, INC.
The Japan Fund
High Yield Fund
4 Copley Place, 5^th Floor
CPH-0326
Boston, MA 02116
1-800-535-2726

July 2, 2014

Dear Valued Shareholder:

The Board of Directors of Nomura Partners Funds, Inc. (the “Company”) has called a special meeting of shareholders (the “Special Meeting”) of the Company, comprised of shareholders of The Japan Fund (the “NPF Japan Fund”) and the shareholders of the High Yield Fund (the “NPF High Yield Fund” and together with the NPF Japan Fund, the “NPF Funds”), each, a series of capital stock of the Company. The shareholders of the NPF Japan Fund and the NPF High Yield Fund comprise all of the shareholders of the Company. The Special Meeting is scheduled to be held at 4:00 p.m. Eastern time, on Wednesday, September 10, 2014, at the offices of Davis Polk & Wardwell LLP located at 450 Lexington Avenue, New York, NY 10017.

After Nomura Asset Management U.S.A. Inc. (“NAM USA”), the investment adviser for the NPF Funds, advised the NPF Board (defined below) that NAM USA is planning to exit the U.S. retail open-end mutual fund business, the NPF Board considered various options for the NPF Funds. The NPF Board has decided that it would be in the best interests of the shareholders of the NPF Japan Fund if that fund engaged in a tax free reorganization (the “Japan Fund Reorganization”) with the Matthews Japan Fund (the “Matthews Japan Fund”). If you approve the Charter Amendment (described below), such a reorganization would occur with the result that NPF Japan Fund shareholders would become Matthews Japan Fund shareholders (subject to satisfaction of the conditions set forth in the Agreement and Plan of Reorganization).

It is anticipated that the NPF Board will in the near future consider a merger, consolidation, sale or transfer of the NPF High Yield Fund (the “High Yield Reorganization,” and together with the Japan Fund Reorganization, the “Reorganizations”).

The charter amendment (the “Charter Amendment”) is an amendment to the Company’s charter that will allow the Board of Directors of the Company (the “NPF Board”) to authorize the sale or transfer of all or substantially all of the Company’s assets without shareholder approval. The Charter Amendment is what you are being asked to approve (the “Proposal”).

It is anticipated that the Japan Fund Reorganization will offer NPF Japan Fund shareholders the following advantages:

As discussed in more detail in the enclosed proxy statement/prospectus (the “Proxy Statement/ Prospectus”), the NPF Board unanimously approved the proposed Charter Amendment. Shareholder approval of this Charter Amendment will permit the Japan Fund Reorganization to proceed.

The Japan Fund Reorganization will be a tax-free exchange for shareholders of the NPF Japan Fund. Shareholders may redeem shares of the NPF Japan Fund in the ordinary course until the last business day before the closing of the Japan Fund Reorganization. Purchase and redemption requests received after that time will be treated as purchase and redemption requests for shares of the Matthews Japan Fund. However,

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redemption of your NPF Japan Fund shares will be treated as a sale for U.S. federal income tax purposes. Shareholders should consult their tax advisors to determine the federal, state and other income tax consequences of the redemption of shares with respect to their particular tax circumstances.

You are being asked to vote to approve the Charter Amendment.  Shareholders of the Company will not be required to approve the Japan Fund Reorganization if the Charter Amendment is approved. The accompanying Proxy Statement/Prospectus describes the proposal to approve the Charter Amendment as well as the Japan Fund Reorganization and compares the investment objective, investment strategies, investment restrictions and expenses of each of the NPF Japan Fund and Matthews Japan Fund for evaluation by the NPF Japan Fund shareholders. The Matthews Japan Fund has an investment objective that is substantially identical and investment strategies that are similar in many respects (but not identical) to those of the NPF Japan Fund. You should review the Proxy Statement/Prospectus carefully and retain it for future reference.

Approval of the Charter Amendment would permit a High Yield Reorganization to occur in the future with NPF Board approval and without further action by the shareholders unless the facts related to the High Yield Reorganization trigger the need for shareholder approval under the Investment Company Act of 1940 (the “1940 Act”). A High Yield Reorganization, if approved by the NPF Board, will be described to shareholders of the High Yield Fund at a later time.

After careful consideration, the NPF Board unanimously approved the Proposal to approve the Charter Amendment and recommends that shareholders vote “FOR” the Proposal.

We urge you to vote your shares:

Voting by telephone or the Internet will reduce the time and costs associated with the proxy solicitation.

Your vote is important regardless of the number of shares you own. In order to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement/Prospectus and cast your vote. It is important that your vote be received no later than September 10, 2014.

Solicitation may be made by letter, telephone, facsimile, or telegram. In addition to solicitation by mail and by telephone by a proxy solicitation firm retained for this purpose, representatives of the NPF Funds and Matthews, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram, or personally.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,

Richard J. Berthy
Principal Executive Officer and President
Nomura Partners Funds, Inc.

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NOMURA PARTNERS FUNDS, INC.
The Japan Fund
High Yield Fund
4 Copley Place, 5^th Floor
CPH-0326
Boston, MA 02116
1-800-535-2726

 

Notice of a Special Meeting of Nomura Partners Funds, Inc.
Comprised of Shareholders of
The Japan Fund and the High Yield Fund
Scheduled for Wednesday, September 10, 2014

 

To The Japan Fund and the High Yield Fund Shareholders:

A Special Meeting of Shareholders (the “Special Meeting”) of Nomura Partners Funds, Inc., a Maryland corporation (the “Company”), comprised of the shareholders of The Japan Fund (the “NPF Japan Fund”) and the shareholders of the High Yield Fund (the “NPF High Yield Fund” and together with the NPF Japan Fund, the “NPF Funds”), each, a series of capital stock of the Company, is scheduled for Wednesday, September 10, 2014, at 4:00 p.m. Eastern Time, at the offices of Davis Polk & Wardwell located at 450 Lexington Avenue, New York, New York 10017.

The purposes of the Special Meeting of the NPF Funds are as follows:

Shareholders of record at the close of business on June 27, 2014, are entitled to notice of, and to vote at, the Special Meeting. Your attention is called to the accompanying Proxy Statement/Prospectus. Regardless of whether you plan to attend the Special Meeting, please complete, sign and promptly return the enclosed proxy card or promptly cast your vote by telephone or via the Internet so that a quorum will be present and a maximum number of shares may be voted. If you are present at the Special Meeting, you may change your vote, if desired, at that time.

By Order of the Board of Directors of
Nomura Partners Funds, Inc.

Jesse D. Hallee
Secretary

July 2, 2014

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PROXY STATEMENT/PROSPECTUS
 
DATED JULY 2, 2014

 

NOMURA PARTNERS FUNDS, INC.
The Japan Fund
High Yield Fund
4 Copley Place, 5^th Floor
CPH-0326
Boston, MA 02116
1-800-535-2726

 

A Special Meeting of Shareholders Scheduled for Wednesday, September 10, 2014, at 4:00 p.m.
Eastern time at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017

The Board of Directors of Nomura Partners Funds, Inc., a Maryland corporation (the “Company”), has called a special meeting of shareholders (the “Special Meeting”) of the Company, comprised of the shareholders of The Japan Fund (the “NPF Japan Fund”) and the shareholders of the High Yield Fund (the “NPF High Yield Fund” and together with the NPF Japan Fund, the “NPF Funds”), each a series of capital stock of the Company, for the following purposes:

In addition, subject to and conditioned upon shareholder approval of the Charter Amendment, with respect to the NPF Japan Fund only, the Board of Directors of the Company (the “NPF Board”), on behalf of the NPF Japan Fund, has approved:

The Reorganization of the Assets of:		In exchange for shares of:
NPF Japan Fund a series of Nomura Partners Funds, Inc.		Matthews Japan Fund a series of Matthews International Funds (d/b/a/Matthews Asia Funds)
4 Copley Place, 5th Floor CPH-0326 Boston, MA 02116 1-800-535-2726		Four Embarcadero Center, Suite 550 San Francisco, CA 94111 1-800-789-ASIA (2742)

(collectively, the “Funds” and each, a “Fund”)

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INTRODUCTION

This combined Proxy Statement/Prospectus (“Proxy Statement/Prospectus”) provides you with information about a proposal to consider and vote on the Charter Amendment, which would allow the NPF Board to sell or transfer all or substantially all of the assets of the Company without shareholder approval. The NPF Board has already authorized, subject to your approval of the Charter Amendment, the tax free reorganization of the NPF Japan Fund into the Matthews Japan Fund, a series of Matthews International Funds (the “Matthews Japan Fund”) (the “Japan Fund Reorganization”). Approval of the Charter Amendment will allow the Japan Fund Reorganization, which will involve the transfer of substantially all the assets of the NPF Japan Fund to the Matthews Japan Fund, to proceed without further action by the shareholders. It is anticipated that the NPF Board may also consider a tax free reorganization for the NPF High Yield Fund (a “High Yield Reorganization”) in the future. Approval of the Charter Amendment would permit a High Yield Reorganization to occur with Board approval and without further action by the shareholders, unless the facts of the High Yield Reorganization trigger a shareholder vote under the Investment Company Act of 1940 (the “1940 Act”).

In addition, with respect to the shareholders of the NPF Japan Fund only, we are notifying you that this Proxy Statement/Prospectus provides you with information about a transaction between the NPF Japan Fund and the Matthews Japan Fund, a series of Matthews International Funds, a Delaware statutory trust doing business as Matthews Asia Funds (the “Trust”). The NPF Japan Fund and the Matthews Japan Fund are both open-end investment companies registered under the 1940 Act. The Japan Fund Reorganization will involve:

As a result of the Japan Fund Reorganization, shareholders of the NPF Japan Fund will receive shares of the Matthews Japan Fund having an aggregate net asset value (“NAV”) equal to the aggregate NAV of the shares held of the NPF Japan Fund as of the close of business on the day of the Japan Fund Reorganization (the “Closing Date”). Until the Closing Date, NPF Japan Fund shareholders will continue to be able to redeem their shares at the next determined share price after receipt of a redemption request in proper form by the transfer agent for the NPF Funds (See “How to Purchase, Exchange and Redeem Shares — How to Purchase Shares” in the NPF Funds’ Prospectus dated January 28, 2014). Upon the consummation of the Japan Fund Reorganization, NPF Japan Fund shareholders will be free to redeem or exchange the shares of the Matthews Japan Fund received in the Japan Fund Reorganization at the next determined share price after receipt of a redemption request in proper form by the Matthews Japan Fund (See “Investing in the Matthews Asia Funds — Purchasing Shares” in the Matthews Japan Fund’s Prospectus dated April 30, 2014).

Shareholders of the NPF Funds are being asked to vote to approve the Charter Amendment. If the Charter Amendment is approved, no action on the part of shareholders of the NPF Japan Fund or the NPF High Yield Fund will be required to effect the Japan Fund Reorganization or a future High Yield Reorganization (unless the facts of a High Yield Reorganization trigger a shareholder vote under the 1940 Act).

This Proxy Statement/Prospectus, which you should retain for future reference, concisely sets forth important information about the NPF Funds that you should know before voting on the Proposal. Additionally, this Proxy Statement/Prospectus concisely sets forth important information about the Matthews Japan Fund that shareholders of the NPF Japan Fund should know before investing. A Statement of Additional Information dated July 2, 2014, related to this Proxy Statement/Prospectus and the Reorganization Statement of Additional Information (the “Reorganization SAI”) has been filed with the Securities and Exchange Commission (the

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“SEC”) and is incorporated by reference into this Proxy Statement/Prospectus. A copy of the Reorganization SAI is available upon request and without charge by calling 800.789.ASIA (2742) or on the Internet at www.matthewsasia.com.

Each of the NPF Funds and the Matthews Japan Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act, and in accordance therewith files reports and other information with the SEC.

The following documents relating to the NPF Japan Fund have been filed with the SEC and are incorporated herein by reference: (i) the Prospectus of the NPF Japan Fund dated January 28, 2014 (the “NPF Prospectus”); (ii) the Statement of Additional Information of the NPF Japan Fund dated January 28, 2014; (iii) the annual report of the NPF Japan Fund for the fiscal year ended September 30, 2013; and (iv) the semi-annual Report of the NPF Japan Fund for the fiscal period ended March 31, 2014. Copies of any of these documents and any subsequently released annual or semi-annual reports for the NPF Japan Fund may be obtained, without charge, by calling 800.535.2726, or on the Internet at www.nomurapartnersfunds.com.

The following documents relating to the Matthews Japan Fund have been filed with the SEC and are incorporated herein by reference: (i) the Prospectus of the Matthews Japan Fund dated April 30, 2014 (the “Matthews Prospectus”); and (ii) the Statement of Additional Information of the Matthews Japan Fund dated April 30, 2014. In addition, the Summary Prospectus for each of the Investor Class and Institutional Class of the Matthews Japan Fund are enclosed herewith. Copies of any of these documents and any subsequently released annual or semi-annual reports for the Matthews Japan Fund may be obtained, without charge, by calling 800.789.ASIA (2742), or on the Internet at www.matthewsasia.com.

You can copy and review information about the NPF Funds and the Matthews Japan Fund (including the SAIs) at the SEC’s Public Reference Room in Washington, DC. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. Proxy materials, reports and other information about the NPF Funds and the Matthews Japan Fund are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549.

This Proxy Statement/Prospectus is being mailed to shareholders of record on or about June 27, 2014 (the “Record Date”).

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on Wednesday, September 10, 2014. The Proxy Statement for the Special Meeting is available at: www.nomurapartnersfunds.com.

Shares of the Matthews Japan Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. You may lose money by investing in the Matthews Japan Fund.

No person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement/Prospectus and in the materials expressly incorporated herein by reference and, if given or made, such other information or representations must not be relied upon as having been authorized by the NPF Funds or the Matthews Japan Fund.

The SEC has not approved or disapproved these securities, or determined that this Proxy Statement/Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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QUESTIONS & ANSWERS REGARDING THE PROPOSAL AND THE REORGANIZATIONS			1
PROPOSAL: APPROVAL OF CHARTER AMENDMENT OF THE COMPANY			16
THE JAPAN FUND REORGANIZATION			17
Summary			17
Comparison of the Investment Objective and Strategies of the Funds			20
Comparison of Purchase and Redemption Procedures and Exchange Rights			22
RISK OF INVESTING IN THE FUNDS			26
COMPARISON OF FEES AND EXPENSES OF THE FUNDS			29
PERFORMANCE OF THE FUNDS			33
INFORMATION ABOUT THE JAPAN FUND REORGANIZATION			36
Description of the Japan Fund Reorganization			36
Board Consideration of the Japan Fund Reorganization			37
Fees and Expenses of the Japan Fund Reorganization			39
U.S. Federal Income Tax Consequences of the Japan Fund Reorganization			39
Existing and Pro Forma Capitalizations of the Funds			40
COMPARISON OF ORGANIZATION, STRUCTURE AND GOVERNANCE OF THE FUNDS			42
Comparison of Shareholder Rights and Corporate Governance			42
Comparison of Fundamental and Non-Fundamental Investment Restrictions			46
Comparison of Investment Advisers and Investment Advisory Fees			48
Payments to Broker-Dealers and Other Financial Intermediaries			50
Principal Service Providers			50
Ownership of Securities of the Matthews Japan Fund			51
GENERAL INFORMATION ABOUT THE SPECIAL MEETING			52
FINANCIAL HIGHLIGHTS			55
APPENDIX A AGREEMENT AND PLAN OF REORGANIZATION			A-1
APPENDIX B CHARTER AMENDMENT OF NOMURA PARTNERS FUNDS, INC.			B-1
APPENDIX C NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE NPF JAPAN FUND			C-1
APPENDIX D SHAREHOLDER GUIDE			D-1
APPENDIX E MANAGEMENT DISCUSSION AND ANALYSIS OF THE PERFORMANCE OF THE NPF JAPAN FUND			E-1
APPENDIX F MANAGEMENT DISCUSSION AND ANALYSIS OF THE PERFORMANCE OF THE MATTHEWS JAPAN FUND			F-1
APPENDIX G BENEFICIAL OWNERSHIP			G-1

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QUESTIONS & ANSWERS REGARDING
THE PROPOSAL AND THE REORGANIZATIONS

Here are some answers to questions you may have about the Charter Amendment and the Reorganizations. These responses are qualified in their entirety by the remainder of this Proxy Statement/ Prospectus, which you should read carefully because it contains additional information and further details regarding the Charter Amendment and Reorganizations.

The Proposal

The NPF Board has approved the proposed Charter Amendment to the Articles of Amendment and Restatement of the Company, as amended and supplemented (the “Company Charter”), which deletes from the Company Charter the requirement for a shareholder vote to approve the sale or transfer of all or substantially all of the Company’s assets. Under Maryland law, if the charter and/or bylaws of an open-end investment company such as the Company do not require shareholder approval for the sale of all or substantially all of the open-end investment company’s assets, then shareholder approval for such a sale is not required under Maryland law.

If the Proposal is approved, the NPF Funds, NAM USA and the NPF Board will continue to operate in accordance with all applicable laws and fiduciary standards. Additionally, the approval of the Proposal would allow the Reorganizations to occur without the approval of all the shareholders of the Company, although in certain circumstances shareholders of the NPF High Yield Fund may be required by the 1940 Act to approve a High Yield Reorganization.

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Your vote is very important. We encourage you to participate by returning your proxy as soon as possible, even if you plan to attend the meeting. If enough shareholders fail to cast their votes, the NPF Funds may not be able to hold their meeting or the vote on the Proposal could fail, which would create additional uncertainty about the future of the Company, including the NPF High Yield Fund and the NPF Japan Fund.

The Reorganization of the NPF Japan Fund

As a condition of the Japan Fund Reorganization, the NPF Japan Fund and the Matthews Japan Fund will receive an opinion of counsel to the Matthews Japan Fund that the Japan Fund Reorganization will qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) and, generally, that no gain or loss will be recognized to the NPF Japan Fund, its shareholders or the Matthews Japan Fund with respect to the Japan Fund Reorganization.

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For a more complete list of the factors considered by the NPF Board, please see “Board Consideration of the Japan Fund Reorganization” below.

In seeking to achieve its investment objective, the NPF Japan Fund invests at least 80% of its assets in securities of Japanese issuers and other investments that are tied economically to Japan. Securities held by the NPF Japan Fund consist primarily of common stocks and include common stocks, preferred stocks, convertible securities and warrants. The NPF Japan Fund may also invest in Japanese real estate investment trusts (“J-REITs”) and Japanese exchange traded funds (“ETFs”). The NPF Japan Fund’s stated 80% policy is a non-fundamental policy that can be changed by the NPF Board upon 60 days’ prior notice to shareholders.

In seeking to achieve its investment objective, the Matthews Japan Fund invests at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in Japan. The Matthews Japan Fund’s stated 80% policy is a non-fundamental policy that can be changed by the Board of Trustees.

The NPF Japan Fund uses a “multi-manager” approach in managing the Fund’s investments. Under this approach, the NPF Japan’s Fund’s investments are allocated to and among three experienced portfolio management teams who are responsible for the large cap value, large cap growth and small cap blend styles; decisions as to the allocation of assets to a particular style are made by a special committee.

With respect to the Matthews Japan Fund, Matthews has long-term investment goals, and its process aims to identify potential portfolio investments that can be held over an indefinite time horizon. Matthews regularly tests its beliefs and adjusts portfolio holdings in light of prevailing market conditions and other factors, including, among other things, economic, political or market events (e.g., changes in credit conditions or military action), changes in relative valuation (of a company’s growth prospects relative to other issuers), liquidity requirements and corporate governance.

Neither Fund limits its investments to companies of any particular industry or size. The Matthews Japan Fund will more typically invest in medium and small sized companies, but may invest in companies of any size. The NPF Japan Fund has tended to invest a large portion of its portfolio in larger companies, but may invest in companies of any size.

For additional information see “The Japan Fund Reorganization — Comparison of the Investment Objective and Strategies of the Funds” on page 20.

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While many of the Funds’ fundamental investment restrictions are substantially similar, the Matthews Japan Fund has a number of fundamental investment restrictions that the NPF Japan Fund does not. Among these fundamental restrictions, the Matthews Japan Fund may not: (i) make investments in securities for the purpose of exercising control; (ii) purchase the securities of any one issuer if, immediately after such purchase, the Fund would own more than 10% of the outstanding voting securities of such issuer; or (iii) invest more than 5% of its total assets in securities of companies less than three years old. Please see “Comparison of Organization, Structure and Governance of the Funds — Comparison of Fundamental and Non-Fundamental Investment Restrictions” for more information regarding the differences in the Funds’ investment restrictions.

Further, both the NPF Japan Fund and the Matthews Japan Fund are subject to certain non-fundamental investment restrictions (which may be changed without shareholder approval). While some of those restrictions are the same (either because of the stated policy or applicable law), there are some differences. Those policy differences are not considered significant differences in the management of each Fund’s portfolio by Matthews.

The differences in fundamental and non-fundamental investment restrictions between the Funds should not be regarded as significant. For additional information see page 46.

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FEES AND EXPENSES (INVESTOR CLASS SHARES)

		NPF Japan Fund												Matthews Japan Fund
		(Class A)				(Class C)				(Class S)				(Investor Class)
		FYE 9/30/13												FYE 12/31/13								Pro Forma
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			5.75	%			None				None				None								None
Maximum Deferred Sales Charge (Load) for redemptions within one year of purchase (as a % of offering price)			1.00	%*			1.00	%			None				None								None
Redemption Fee (as a % of amount redeemed)**			2.00	%			2.00	%			2.00	%			2.00	%							2.00	%
Small Account Fee		$	20.00			$	20.00			$	20.00				None								None
Maximum Account Fee on Redemptions (for wire redemptions only)		$	10.00			$	10.00			$	10.00			$	9.00							$	9.00
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			0.60	%			0.60	%			0.60	%			0.66	%							0.66	%
Distribution and/or Service (12b-1) Fees			0.25	%			1.00	%			0.07	%			None								None
Other Expenses			1.15	%			1.10	%			1.15	%			0.44	%							0.39	%
Administration and Shareholder Servicing Fees			—				—				—								0.14	%							0.14	%
Total Annual Fund Operating Expenses			2.00	%			2.70	%			1.82	%			1.10	%							1.05	%
Fee Waiver and Expense Reimbursement***			(0.15	)%			(0.10	)%			(0.15	)%			0.00	%							0.00	%
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement***			1.85	%			2.60	%			1.67	%			1.10	%							1.05	%

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FEES AND EXPENSES (INSTITUTIONAL CLASS SHARES)

		NPF Japan Fund				Matthews Japan Fund
		(Class I)				(Institutional Class)
		FYE 9/30/13				FYE 12/31/13								Pro Forma
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None				None								None
Maximum Deferred Sales Charge (Load) for redemptions within one year of purchase (as a % of offering price)			None				None								None
Redemption Fee (as a % of amount redeemed)*			2.00	%			2.00	%							2.00	%
Small Account Fee		$	20.00				None								None
Maximum Account Fee on Redemptions (for wire redemptions only)		$	10.00			$	9.00							$	9.00
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			0.60	%			0.66	%							0.66	%
Distribution and/or Service (12b-1) Fees			None				None								None
Other Expenses			1.15	%			0.30	%							0.26	%
Administration and Shareholder Servicing Fees			—								0.14	%							0.14	%
Total Annual Fund Operating Expenses			1.75	%			0.96	%							0.92	%
Fee Waiver and Expense Reimbursement**			(0.15	)%			0.00	%							0.00	%
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement**			1.60	%			0.96	%							0.92	%

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Expense Example.  This Example will help you compare the cost of investing in the NPF Japan Fund with the cost of investing in the Matthews Japan Fund or other mutual funds. This Example assumes that you invest $10,000 in each Fund for the time periods indicated. The Example also assume that your investment has a 5% return each year and that each Fund’s operating expenses remain the same. All expense information is based on the information set forth in the expense table above, including pro forma expense information for the Combined Fund resulting from the Japan Fund Reorganization. Although actual costs may be higher or lower, based on these assumptions costs would be:

If you redeemed your shares at the end of the period indicated

INVESTOR CLASS SHARES

		1 Year				3 Years				5 Years				10 Years
NPF Japan Fund
Class A		$	752			$	1,152			$	1,577			$	2,757
Class C		$	263			$	829			$	1,421			$	3,024
Class S		$	170			$	558			$	971			$	2,125
Matthews Japan Fund
Investor Class		$	112			$	350			$	606			$	1,340
Pro Forma Combined Fund Investor Class		$	107			$	334			$	579			$	1,283

INSTITUTIONAL CLASS SHARES

		1 Year				3 Years				5 Years				10 Years
NPF Japan Fund
Class I		$	163			$	537			$	935			$	2,051
Matthews Japan Fund
Institutional Class		$	98			$	306			$	531			$	1,178
Pro Forma Combined Fund Institutional Class		$	94			$	293			$	509			$	1,131

If you did not redeem your shares at the end of the period indicated

INVESTOR CLASS SHARES

		1 Year				3 Years				5 Years				10 Years
NPF Japan Fund
Class A		$	752			$	1,152			$	1,577			$	2,757
Class C		$	263			$	829			$	1,421			$	3,024
Class S		$	170			$	558			$	971			$	2,125
Matthews Japan Fund
Investor Class		$	112			$	350			$	606			$	1,340
Pro Forma Combined Fund Investor Class		$	107			$	334			$	579			$	1,283

INSTITUTIONAL CLASS SHARES

		1 Year				3 Years				5 Years				10 Years
NPF Japan Fund
Class I		$	163			$	537			$	935			$	2,051
Matthews Japan Fund
Institutional Class		$	98			$	306			$	531			$	1,178
Pro Forma Combined Fund Institutional Class		$	94			$	293			$	509			$	1,131

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Because both Funds invest in common stock of Japanese companies, both Funds are subject to the risks associated with concentrating its investment in Japan. Because the Funds concentrate their investments in Japan, each Fund’s performance is expected to be closely tied to economic and political conditions in Japan and geopolitical conditions in Asia. In addition, natural disasters might have substantial economic impacts on affected regions, at least temporarily. Poor performance of the global economy has negatively affected equity returns in Japan, and may continue to do so. Japan’s economy and stock market have in the recent past had a strong correlation with the U.S. economic cycle and U.S. stock markets, and thus Japan’s economy may continue to be affected by current economic problems in the U.S. Japan also has a growing economic relationship with China and other Southeast Asian countries, and thus Japan’s economy may also be affected by economic, political or social instability in those countries (whether resulting from local or global events). The Asian region, and particularly China, Japan and South Korea, may be adversely affected by political, military, economic and other factors related to North Korea. In addition, China’s long-running conflict over Taiwan, border disputes with many of its neighbors and historically strained relations with Japan could adversely impact economies in the region.

For a comparison of each Fund’s principal risks, see “Risk of Investing in the Funds” on page 26.

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NPF Japan Fund — Class S Annual Total Returns
(%) as of December 31 each year

Best Quarter 6/30/09 was 24.13%; and Worst Quarter 3/31/09 was -18.68%

Average Annual Total Returns (%) as of December 31, 2013

		Average Annual Total Returns (%) as of December 31, 2013
		Inception Date				1 Year				5 Years				10 Years
Class S Shares			01/31/1986
Return before Taxes							27.72				8.75				3.20
Return after Taxes on Distributions							27.51				8.68				3.11
Return after Taxes on Distributions and Sale of Fund Shares							16.09				7.01				2.54
Class A Shares (before taxes)			12/29/2008				20.10				7.06				7.60	**
Class C Shares (before taxes)			12/29/2008				26.56				7.54				8.06	**
Class I Shares (before taxes)			12/29/2008				27.81				8.59				9.13	**
The Tokyo Stock Price Index* (reflects no deductions for fees, expenses or taxes)							26.47				7.68				4.21

After-tax returns for Class A, C, and I shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown in the table. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

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Matthews Japan Fund — Investor Class

Best Quarter 9/30/09 was 23.45%; and Worst Quarter 3/31/09 was -17.96%

Average Annual Total Returns for Periods Ended December 31, 2013

		1 Year				5 Years				10 Years				Since Inception
Matthews Japan Fund (Investor Class) Inception date: (12/31/1998)
Return before taxes			34.03	%			12.01	%			3.96	%			5.53	%
Return after taxes on distributions(1)			33.48	%			11.54	%			3.62	%			4.92	%
Return after taxes on distributions and sale of Fund shares(1)			19.57	%			9.55	%			3.15	%			4.34	%
Matthews Japan Fund (Institutional Class) (before taxes) Inception Date: (10/29/2010)			34.27	%			N/A				N/A				13.51	%
MSCI Japan Index (reflects no deduction for fees, expenses or taxes)			27.35	%			7.81	%			4.36	%			2.94	%
Tokyo Stock Price Index (reflects no deduction for fees, expenses or taxes)			26.47	%			7.68	%			4.21	%			3.30	%

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The Matthews Japan Fund offers an exchange privilege whereby shareholders may exchange their shares for other series of the Trust, at no charge. The NPF Japan Fund ceased permitting exchange privileges in October 2013.

There are differences in the shareholder procedures each Fund has adopted and the services each Fund provides to its shareholders. For example, the Matthews Japan Fund requires higher minimum purchase amounts to open investor accounts. The minimum purchase amounts to open an investor account in the NPF Japan Fund (Class A, Class C or Class S shares) is $1,000 ($500 for IRA or Automatic Investment Plan accounts), while the minimum purchase amounts to open an investor account in the Matthews Japan Fund (Investor Class shares) is $2,500 ($500 for IRA accounts). The minimum purchase amount to open an institutional account in the NPF Japan Fund (Class I shares) is $1,000,000, while the minimum purchase amount to open an institutional account in the Matthews Japan Fund (Institutional Class shares) is $3,000,000. The minimum subsequent investment for all accounts in both Funds is $100, except for Retirement and Coverdell accounts of the Investor Class of Matthews Japan Fund, for which the minimum subsequent investment is $50. The Matthews Japan Fund charges a $9.00 redemption fee on wire redemptions, while the NPF Japan Fund charges a $10.00 wire redemption fee.

For more information see, “The Japan Fund Reorganization — Comparison of Purchase and Redemption Procedures and Exchange Rights” on page 22.

With respect to matters to be voted on by shareholders of all the series of the Trust as a group, such as the election of Trustees or matters affecting the entire Trust, following the Japan Fund Reorganization, the votes of former shareholders of the NPF Japan Fund will be counted with the other shareholders of the Matthews Japan Fund. In these instances, the votes of former shareholders of the NPF Japan Fund (as shareholders of the Matthews Japan Fund) would be diluted by the votes of the other shareholders of the Matthews Japan Fund.

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Changes to Governing Documents.  The NPF Japan Fund is a series of the Company, a Maryland corporation, and is governed by the Company’s charter, and amended and restated By-Laws (the “Company By-Laws”). The Matthews Japan Fund is a series of the Trust, a Delaware statutory (business) trust, and is governed by the Trust’s Trust Instrument and Certificate of Trust (the “Trust Instrument”) and By-Laws (the “Trust By-Laws”). If the Japan Fund Reorganization occurs, former shareholders of the NPF Japan Fund, as shareholders of the Combined Fund, will have voting and other rights generally similar to those they had as shareholders of the NPF Japan Fund, but as shareholders of the Matthews Japan Fund. The laws governing Maryland corporations and Delaware statutory trusts have similar effects, but they are different in certain respects. Please see “Comparison of Organization, Structure and Governance of the Funds” for more information regarding the differences between the governing documents of the Funds.

Changes to Fundamental and Non-Fundamental Restrictions.  The NPF Japan Fund and the Matthews Japan Fund have adopted certain fundamental investment restrictions. A Fund’s fundamental investment restrictions cannot be changed without the consent of the holders of a majority of the Fund’s outstanding voting securities (as such term is defined in the 1940 Act); other investment restrictions can be changed without such consent of the holders of a majority of the Fund’s outstanding voting securities.

While many of the Funds’ fundamental investment restrictions are substantially similar, the Matthews Japan Fund has a number of fundamental investment restrictions that the NPF Japan Fund does not. Among these fundamental restrictions, the Matthews Japan Fund may not: (i) make investments in securities for the purpose of exercising control; (ii) purchase the securities of any one issuer if, immediately after such purchase, the Fund would own more than 10% of the outstanding voting securities of such issuer; or (iii) invest more than 5% of its total assets in securities of companies less than three years old. Please see “Comparison of Organization, Structure and Governance of the Funds — Comparison of Fundamental and Non-Fundamental Investment Restrictions” for more information regarding the differences in the Funds’ investment restrictions.

Further, both the NPF Japan Fund and the Matthews Japan Fund are subject to certain non-fundamental restrictions (which may be changed without shareholder approval). While some of those investment restrictions are the same (either because of the stated policy or applicable law), there are some differences. Those investment restriction differences are not considered significant differences in the management of each Fund’s portfolio by Matthews. Please see “Comparison of Organization, Structure and Governance of the Funds — Comparison of Fundamental and Non-Fundamental Investment Restrictions” for more information regarding the differences in the Funds’ investment restrictions.

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A High Yield Reorganization

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PROPOSAL: APPROVAL OF CHARTER AMENDMENT OF THE COMPANY

As described in the following Proposal, the NPF Board recommends that the shareholders of the NPF Funds approve the Charter Amendment, a form of which is attached hereto as Appendix B. The following summary is qualified in its entirety by reference to the Charter Amendment set forth in Appendix B.

The Charter Amendment deletes from the Company Charter the requirement for a shareholder vote to approve the sale or transfer of all or substantially all of the Company’s assets. Under Maryland law, if the charter and/or bylaws of an open-end investment company, like the Company, do not require shareholder approval for the sale of all or substantially all of the open-end investment company’s assets, then shareholder approval for such a sale is not required under Maryland law.

The NPF Board believes that it is in the best interest of shareholders of the NPF Funds to modernize this provision of the Company’s Charter. The proposed changes are intended to make the administration of the NPF Funds more efficient and cost-effective on a going forward basis, and provide more flexibility for the operations of the NPF Funds, while continuing to require the NPF Funds, their investment adviser, NAM USA, and the NPF Board to operate in accordance with all applicable laws and fiduciary standards. Additionally, the changes would allow the Japan Fund Reorganization, as well as any future sale or transfer of the assets of the NPF High Yield Fund to take effect without the approval of the Company’s shareholders under Maryland law, although NPF High Yield Fund shareholder approval with respect to a High Yield Reorganization may, in certain circumstances, be required under the 1940 Act.

The approval of the Charter Amendment requires the affirmative vote of the holders of two-thirds of the capital stock of the Company outstanding and entitled to vote on the Proposal. Each of the Class A, Class C and Class I shares of the NPF Japan Fund and the NPF High Yield Fund, respectively, and Class S shares of the NPF Japan Fund will vote together as a group on the Proposal. Each whole share of the NPF Japan Fund and the NPF High Yield Fund is entitled to one vote and each fractional share is entitled to a proportionate fractional vote, respectively. If the Proposal is approved by the shareholders of the NPF Funds, the Charter Amendment will be promptly filed with the State Department of Assessments and Taxation of Maryland and will take effect upon filing. Additionally, the Japan Fund Reorganization of the NPF Japan Fund will take effect as described herein. If the Proposal is not approved by shareholders, then the Company Charter will remain unchanged. Accordingly, the Japan Fund Reorganization will not take effect and the NPF Board will consider its options, which may include liquidation of the NPF Japan Fund.

THE BOARD OF NOMURA PARTNERS FUNDS, INC. UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE APPROVAL OF THIS PROPOSAL.

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THE JAPAN FUND REORGANIZATION

Summary

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus and the Reorganization Agreement relating to the Japan Fund Reorganization, a form of which is attached to this Proxy Statement/Prospectus as Appendix A. The materials in the exhibits and the Reorganization SAI, dated July 2, 2014, are incorporated herein by reference into this Proxy Statement/Prospectus. You should read this entire Proxy Statement/Prospectus carefully. For additional information, you should consult the Matthews Prospectus and the NPF Prospectus, which are incorporated herein by reference.

On March 31, 2014, the NPF Board, on behalf of the NPF Japan Fund, approved the Reorganization Agreement with respect to the NPF Japan Fund. The Reorganization Agreement provides for:

If the Charter Amendment is approved by shareholders of the Company, the Japan Fund Reorganization is expected to be effective upon the close of business on September 19, 2014, or on such other date as the parties may agree (the “Closing”). As a result of the Japan Fund Reorganization, each shareholder of Class A, Class C and Class S shares of the NPF Japan Fund, respectively, will become a shareholder of Investor Class shares of the Matthews Japan Fund and each shareholder of Class I shares of the NPF Japan Fund will become a shareholder of Institutional Class shares of the Matthews Japan Fund.

Each shareholder of the NPF Japan Fund will hold, immediately after the Closing, Investor Class shares or Institutional Class shares of the Matthews Japan Fund, as applicable, having an aggregate value equal to the aggregate value of the Class A, Class C, Class I or Class S shares of the NPF Japan Fund, as applicable, held by that shareholder as of the close of business on the business day of the Closing.

Because the investment adviser for the NPF Japan Fund, NAM USA, has decided to discontinue its U.S. retail open-end mutual fund business, the NPF Board has considered the options available for its series. The NPF Board believes that the Japan Fund Reorganization will provide shareholders of the NPF Japan Fund with the ability to invest in a fund with a substantially identical investment objective, and investment strategies that are similar in many respects (but not identical). The investors in the NPF Japan Fund may benefit from potential long-term economies of scale and increased distribution capabilities that may result from the consummation of the Japan Fund Reorganization and the NPF Japan Fund’s inclusion in the larger Matthews Asia Funds family of funds.

Shareholders should be aware of these differences in the Funds’ investment strategies, which the NPF Board does not believe are significant. The NPF Japan Fund invests primarily in securities of Japanese issuers and other investments that are tied economically to Japan. “Japanese issuers” is broadly defined to include any entity that meets one of the following tests: (i) its country of organization, its primary business office and/or the principal trading market of its stock are located in Japan; (ii) 50% or more of its assets are located in Japan; or (iii) 50% or more of its revenues are derived from Japan. “Securities” include common stocks, preferred stocks, convertible securities and warrants. The NPF Japan Fund will normally invest in common stocks, but it may also invest in J-REITs and Japanese ETFs. The Matthews Japan Fund invests primarily in the common and preferred stocks of companies located in Japan. A company is considered to be “located” in Japan if it has substantial ties to Japan, including for example, if it (i) is organized under the laws of Japan; (ii) derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services

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performed, or has at least 50% of its assets located, within Japan; (iii) has the primary trading markets for its securities in Japan; or (iv) is a governmental entity or an agency, instrumentality or a political subdivision of Japan. Neither Fund limits its investments to companies of any particular industry or size.

The Japan Fund Reorganization will allow the NPF Japan Fund’s shareholders to continue to participate in a professionally-managed portfolio which seeks to achieve long-term capital appreciation through investments in equity securities of companies that are tied economically to Japan.

It is a condition to the Japan Fund Reorganization that each Fund receive an opinion from counsel to the Matthews Japan Fund that the Japan Fund Reorganization will qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368 of the Code. Accordingly, neither the Funds nor their shareholders will recognize any gain or loss from the Japan Fund Reorganization for U.S. federal income tax purposes. At any time prior to the Japan Fund Reorganization, a shareholder may redeem shares of the NPF Japan Fund. Any such redemption will result in the recognition of taxable gain or loss by the shareholder for U.S. federal income tax purposes if the shareholder holds the shares in a taxable account. Immediately prior to the Japan Fund Reorganization, the NPF Japan Fund will pay a dividend or dividends which, together with all previous dividends, will have the effect of distributing to its shareholders all of the NPF Japan Fund’s investment company taxable income for taxable years ending on or prior to the Japan Fund Reorganization (computed without regard to any deduction for dividends paid) and all of its net capital gain, if any, realized in taxable years ending on or prior to the Japan Fund Reorganization (including any gains from sales of holdings prior to the Japan Fund Reorganization), after reduction by any available capital loss carryovers. Such dividends will be included in the taxable income of the NPF Japan Fund’s shareholders that hold shares in a taxable account.

The Matthews Japan Fund’s ability to use the capital loss carryovers of the NPF Japan Fund, if any, to offset gains of the Matthews Japan Fund in a given taxable year after the Japan Fund Reorganization may be limited by loss limitation rules under federal tax law. If capital loss carryovers of the NPF Japan Fund are limited by those rules, it is possible that the limitations could result in all or a portion of the NPF Japan Fund’s capital loss carryovers, if any, eventually expiring unused. The impact of those loss limitation rules will depend on the relative sizes of, and the losses and gains in, the Funds at the time of the Japan Fund Reorganization and thus cannot be calculated precisely at this time.

The following summarizes the capital loss carryovers as of September 30, 2013, for the NPF Japan Fund:

										Non-expiring Loss
Fund		2017				2018				Short-Term				Long-Term				Total
NPF Japan Fund		$	1,158,053			$	53,011,487			$	1,892,095			$	—			$	56,061,635

If the proposal to approve the Charter Amendment is approved by shareholders of the Company, the Japan Fund Reorganization will not require the approval by shareholders of either Fund. The Reorganization Agreement relating to the Japan Fund Reorganization requires the satisfaction of a number of conditions and may be terminated at any time by a determination of either the NPF Board or the Matthews Board that the Japan Fund Reorganization is no longer in the best interests of shareholders.

In connection with the Japan Fund Reorganization, you should note that:

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In considering whether to approve the Japan Fund Reorganization, the NPF Board compared the material attributes of the NPF Japan Fund and the Matthews Japan Fund. The Directors reviewed whether the post-reorganization advisory, distribution and other major service arrangements are consistent with the best interests of shareholders. The Directors considered the following facts: the interests of shareholders will not be diluted; the investment objectives of the NPF Japan Fund and the Matthews Japan Fund are substantially identical and the investment strategies, though not identical, contain a number of similarities; no sales charges will be imposed in connection with the transaction; the transaction will be free from U.S. federal income taxes; and the transfer of assets in exchange for shares will be at relative NAV.

In addition, the Directors considered: the terms and conditions of the Japan Fund Reorganization, including the comparison of the expense ratios of the NPF Japan Fund and the Matthews Japan Fund; that shareholders will not bear the proxy and shareholders meeting costs associated with the Charter Amendment; the investment experience, expertise and resources of Matthews; and service features available to shareholders.

After reviewing the foregoing factors, the Directors, in their business judgment, determined that the Japan Fund Reorganization is in the best interests of the NPF Japan Fund’s shareholders and that the interests of the NPF Japan Fund’s existing shareholders will not be diluted as a result of the Japan Fund Reorganization.

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Comparison of the Investment Objective and Strategies of the Funds

Because the Funds are part of unaffiliated fund families, the Funds use different terminology and descriptions to describe their investment strategies. However, the Funds have substantially the same investment objective and substantially similar (but not identical) principal investment strategies. This description also describes how the Matthews Japan Fund will continue to be managed after the Japan Fund Reorganization, and also includes a comparison of the Funds’ investment objectives and principal investment strategies.

NPF Japan Fund		Matthews Japan Fund
Investment Objective
The Fund seeks long-term capital growth.		The Fund seeks long-term capital appreciation.
Principal Investment Strategies
Under normal circumstances, the Fund will invest at least 80% of its assets in securities of Japanese issuers and other investments that are tied economically to Japan. Securities include common stocks, preferred stocks, convertible securities and warrants. The Fund will normally invest in common stocks. The Fund may also invest in J-REITs and Japanese ETFs.		Under normal circumstances, the Fund will invest at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in Japan. A company is considered to be “located” in Japan if it has substantial ties to Japan, including for example, if it (i) is organized under the laws of Japan; (ii) derives at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed, or has at least 50% of its assets located, within Japan; (iii) has the primary trading markets for its securities in Japan; or (iv) is a governmental entity or an agency, instrumentality or a political subdivision of Japan.
Japanese issuers are broadly defined to include any entity that meets one of the following tests: (i) its country of organization, its primary business office and/or the principal trading market of its stock are located in Japan; (ii) 50% or more of its assets are located in Japan; or (iii) 50% or more of its revenues are derived from Japan.
Investment Process
NAM Tokyo considers a number of factors to determine whether an investment is tied economically to Japan, including: the primary trading market; the issuer’s domicile, sources of revenue, and location of assets; whether the investment is included in an index representative of Japan; whether the investment is exposed to the economic fortunes and risks of Japan; and the source of government guarantees (if any).		Matthews researches the fundamental characteristics of individual companies to help to understand the foundation of a company’s long-term growth, and to assess whether it is generally consistent with Matthews’ expectations for the region’s economic evolution. Matthews evaluates potential portfolio holdings on the basis of their individual merits, and invests in those companies that it believes are positioned to help a Fund achieve its investment objective.
NAM Tokyo utilizes a “multi-manager” approach in managing the Fund’s investments. This multi-manager approach is implemented to provide broader Japanese investment opportunities through a combination of different investment styles.

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NPF Japan Fund		Matthews Japan Fund
Under this approach, the Fund’s investments are initially allocated to and among three experienced portfolio management teams who are responsible for the large cap value, large cap growth and small cap blend styles; decisions as to the allocation of assets to a particular style are made by a special committee.   Stock selection decisions for each style are made as described below.   Large Cap Value.  The manager makes stock selection decisions through a combination of quantitative valuation screens and fundamental analysis. The large cap value sleeve will mainly invest in securities which appear under-valued in comparison with the issuer’s intrinsic value.   Large Cap Growth.  The manager seeks out companies or industry sectors whose future earnings are expected to grow at an above-average rate, undertaking research and analysis on the current and future prospects of specific issuers and industries. Fundamental valuation criteria will also be considered in the decision-making process.   Small Cap Blend.  The manager makes investment decisions utilizing a bottom-up approach to screen small capitalization issuers with the potential for future capital appreciation.   Decisions as to the allocation of assets to a particular style are made by a special NAM Tokyo investment policy committee organized specifically for this multi-manager approach. The committee is comprised of the Fund’s investment team as well as selected NAM Tokyo economists and research analysts. The investment policy committee regularly reviews the style allocation taking into consideration the investment environment as well as risk analysis.		Matthews has long-term investment goals and constructs portfolios with long investment horizons (typically five to ten years). Matthews’ process aims to identify potential portfolio investments that can be held over an indefinite time horizon. Matthews regularly tests its beliefs and adjusts portfolio holdings in light of prevailing market conditions and other factors, including, among other things, economic, political or market events (e.g., changes in credit conditions or military action), changes in relative valuation (of a company’s growth prospects relative to other issuers), liquidity requirements and corporate governance.   Matthews generally does not hedge currency risks.   Matthews uses an active approach to investment management (rather than relying on passive or index strategies) because it believes that the current composition of the stock markets and indices may not be the best guide to the most successful industries and companies of the future. Matthews invests in individual companies based on fundamental analysis that aims to develop an understanding of a company’s long-term business prospects. Matthews monitors the composition of benchmark indices but is not constrained by their composition or weightings, and constructs portfolios independently of indices. Matthews believes that investors benefit in the long term when the Funds are fully invested.   Matthews believes that fundamental investing is based on identifying, analyzing and understanding basic information about a company or security. These factors may include matters such as balance sheet information; number of employees; size and stability of cash flow; management’s depth, adaptability and integrity; product lines; marketing strategies; corporate governance; and financial health. Matthews may also consider factors such as: management, evolution of industry and valuation.

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NPF Japan Fund		Matthews Japan Fund
NAM Tokyo believes that a multi-manager approach, through diversified investment styles, may minimize the risk from any one investment style.   NAM Tokyo, on behalf of the Fund, may engage in active and frequent trading in seeking to achieve the Fund’s investment objective. The Fund does not limit its investments to companies of any particular industry or size and may invest a significant portion of its assets in smaller and less seasoned issuers.		Matthews develops views about the course of growth in the region over the long term. Matthews then seeks to combine these beliefs with its analysis of individual companies and their fundamental characteristics. Matthews then seeks to invest in companies and securities that it believes are positioned to help a Fund achieve its investment objective. Each of the Funds may invest in companies of any equity market capitalization (the number of shares outstanding times the market price per share). A company’s size (including its market capitalization) is not a primary consideration for Matthews when it decides whether to include that company’s securities in one or more of the Funds.
As a temporary measure for defensive purposes, the NPF Japan Fund may invest up to 100% of its assets in other types of securities such as nonconvertible debt securities, government and money market securities of U.S. and non-U.S. issuers, or may hold cash. The NPF Japan Fund may make these investments or increase its investment in these securities when its sub-adviser is unable to find enough attractive long-term investments, to reduce exposure to such Fund’s primary investments when its sub-adviser believes it is advisable to do so, or to meet anticipated levels of redemption. The NPF Japan Fund will normally invest a portion of its portfolio in U.S. dollars or short-term interest bearing U.S. dollar denominated securities to provide for possible redemptions. Investments in short-term debt securities can be sold easily and have limited risk of loss but earn only limited returns. Temporary defensive investments may limit the NPF Japan Fund’s ability to meet its investment objective.		In extreme market conditions, Matthews may sell some or all of a Fund’s securities and temporarily invest that Fund’s money in U.S. government securities or money-market instruments backed by U.S. government securities, if it believes it is in the best interest of shareholders to do so. As of the date of this Prospectus, this has never occurred; but if it were to occur, the investment goals of the Funds may not be achieved.

Comparison of Purchase and Redemption Procedures and Exchange Rights

Purchase Procedures

The NPF Japan Fund has been closed to new investments since October 2013. The purchase procedures of the NPF Japan Fund (prior to October 2013) and the Matthews Japan Fund are substantially similar, in that shares of the Funds may be purchased directly from the Fund, as well as through benefit plan administrators or financial intermediaries.

The NPF Japan Fund offers four classes of shares, Class A, Class C, Class I and Class S. Class S shares are available for purchase only by current Class S shareholders who were Class S shareholders of record as of December 31, 2008, and for dividend and capital gain reinvestment of Class S shares by such shareholders. The Matthews Japan Fund offers two classes of shares, Investor Class and Institutional Class.

The minimum initial investment for Class A, Class C or Class S shares of the NPF Japan Fund is $1,000 for regular accounts and $500 for IRA accounts (including Roth IRA and Coverdell Educational Savings Accounts) and Automatic Investment Plan accounts. The minimum initial investment for Class I shares of the NPF Japan Fund is $1,000,000, subject to certain exceptions. Financial intermediaries may have eligibility

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requirements, including lower initial investment minimum requirements, for their clients or customers investing in Class I shares, which may differ from the requirements for investors purchasing directly from the Fund.

The minimum initial investment for Investor Class shares of the Matthews Japan Fund is $2,500 for non-retirement accounts and $500 for Retirement (including IRAs and 401(k) plans) and Coverdell accounts. The minimum investment for Institutional Class shares of the Matthews Japan Fund is $3,000,000. If you invest in Institutional Class shares through a financial intermediary, the minimum initial investment requirement may be met if that financial intermediary aggregates investments of multiple clients to meet the minimum. Additionally, different minimums may apply for retirement plans and model-based programs that invest through a single account, subject to criteria set by Matthews. Financial intermediaries or plan recordkeepers may require retirement plans to meet certain other conditions, such as plan size or a minimum level of assets per participant, in order to be eligible to purchase Institutional Class shares. These minimums will be waived for shares issued as part of the Japan Fund Reorganization provided the minimum investment for the NPF Japan Fund has been satisfied.

The minimum subsequent investment for all classes of shares of the Funds is $100, except for Retirement and Coverdell accounts of the Investor Class of Matthews Japan Fund, for which the minimum subsequent investment is $50.

Shares of the Funds are available to individual investors, trusts, businesses and other organizations, education savings accounts, employer-sponsored retirement plans, individual-sponsored retirement plans and other accounts. Shareholders of the NPF Japan Fund will not need to satisfy the minimum initial investment amounts of the Matthews Japan Fund in order to receive shares of the Matthews Japan Fund upon consummation of the Japan Fund Reorganization, but will need to satisfy the minimum initial investment amounts in order to exchange shares for other funds in the Matthews Asia Funds family of funds (each, a “ Matthews Asia Fund”) after the Japan Fund Reorganization. See “— Exchange Rights” below.

The NPF Japan Fund may reject, restrict, cancel (within one day of receipt) or limit any specific purchase or exchange request. The Matthews Japan Fund may also reject for any reason, or cancel as permitted or required by law, any purchase or exchange at any time. Additionally, if any transaction is deemed to have the potential to adversely impact any Matthews Asian Fund, the Matthews Japan Fund reserves the right to, among other things, reject any exchange request or limit the amount of any exchange. In the event that a shareholder’s exchange privilege is terminated, the shareholder may still redeem his, her or its shares.

Redemption Procedures

The redemption procedures for the NPF Japan Fund and the Matthews Japan Fund are substantially similar. Shareholders may redeem shares of the Funds on any day that the New York Stock Exchange (the “NYSE”) is open for business. Both of the Funds allow redemptions of shares from the respective Fund by mail, telephone or bank wire. In addition, the Matthews Japan Fund allows shareholders to redeem shares over the Internet at www.matthewsasia.com.

Both Funds may redeem shares if, among other reasons, an account balance falls below a certain amount. In general, the NPF Japan Fund will redeem a shareholder’s account if its value falls below $500 for any reason, including market fluctuation. In such a case, the NPF Japan Fund will notify shareholders at least 90 days prior to the Fund making an involuntary redemption in order to permit the shareholder to bring the value of the account to at least $500 before the Fund makes an involuntary redemption. The Matthews Japan Fund may redeem small Investor Class accounts (excluding IRAs) that fall below $2,500 due to redemption activity. Accounts that fall below $2,500 due to market volatility will not be affected. If redemptions cause an account to fall below that minimum, the shareholder may receive a letter from the Matthews Japan Fund giving the shareholder the option of investing more money into the account or closing it.

Because of the impact on Fund expenses of maintaining small shareholder accounts, the NPF Japan Fund has set a minimum account size of $1,000 for all classes of shares (the “Fund Minimum”). The NPF Japan Fund may charge an annual $20 Small Account Fee on each account that has a balance below the Fund Minimum for any reason, including market fluctuation. The Small Account Fee is assessed on each direct account investor even if the investment is made through an account held by a financial adviser or

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platform, unless the NPF Japan Fund does not pay any recordkeeping or administrative shareholder servicing fee associated with the maintenance of the underlying investor account. The Small Account Fee is charged by redeeming shares in a shareholder’s account. If the value of a shareholder’s account is $20 or less, then the amount in the account will be exhausted to pay the Small Account Fee and the account will be closed. The Matthews Japan Fund does not charge a fee on small accounts.

The NPF Japan Fund offers an automatic exchange plan and systematic withdrawal plans. Under its automatic exchange and systematic withdrawal plans, the NPF Japan Fund requires that the account have a NAV of $5,000 or more and that exchanges or redemptions, as applicable, be in an amount of $100 or more.

Both Funds may require a signature guarantee for redemptions.

Both Funds impose a redemption fee for redemptions that occur within a specified time after purchase. For the NPF Japan Fund, the redemption fee is applied to redemptions that occur fewer than 30 calendar days after purchase, and for the Matthews Japan Fund the redemption fee is applied to redemptions that occur within 90 days of purchase. The redemption fees do not apply in certain circumstances with respect to both Funds. The Funds may grant exemptions from the redemption fee where the Fund has previously received assurances (that they in their discretion deem to be appropriate in the circumstances) that transactions to be entered into by an account will not involve market timing activity. Types of accounts that may be considered for this exemption include asset allocation programs that offer automatic re-balancing; wrap-fee accounts, or similar types of accounts or programs; and certain types of 401(k) or other retirement accounts that provide default investment options. The Funds may also waive the imposition of redemption fees in cases of death; and otherwise where the Funds, in their discretion, believe it is appropriate in the circumstances. The Matthews Japan Fund will waive the redemption fee on its shares issued in connection with the Japan Fund Reorganization.

Shareholders of the NPF Japan Fund pay a contingent deferred sales charge (“CDSC”) when they redeem:

The CDSC payable upon redemption of Class C shares or Class A shares in the circumstances described above is 1.00% of the offering price at the time of the shareholder’s investment. Shareholders of the NPF Japan Fund will not pay a CDSC to the extent that the value of the redeemed shares represents reinvestment of dividends or capital gains distributions or capital appreciation of shares redeemed. For the purposes of the CDSC, the NPF Japan Fund will calculate the holding period of shares acquired through an exchange of shares of another fund that is a series of the Company (each, a “NPF Fund”) from the date the shareholder acquired the original shares of the other NPF Fund. The Matthews Japan Fund does not have a CDSC.

Exchange Rights

The NPF Japan Fund has not permitted exchanges since October 2013.

Shareholders may exchange Investor Class shares of the Matthews Japan Fund for Investor Class shares of another Matthews Asia Fund. Minimum investment requirements and redemption fees, however, apply to any exchange of shares. To receive that day’s NAV, any request must be received by the close of regular trading on the NYSE that day (generally, 4:00 p.m. Eastern Time). Such exchanges may be made by telephone or online if you have so authorized on your application. Because excessive exchanges can harm a Matthews Asia Fund’s performance, the exchange privilege may be terminated if the Matthews Asia Funds believe it is in the best interest of all shareholders to do so.

The Matthews Japan Fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange at any time. Additionally, if any transaction is deemed to have the potential to adversely impact any of the Matthews Asia Funds, the Matthews Japan Fund reserves the right to, among other things, reject any exchange request or limit the amount of any exchange. In the event that a shareholder’s exchange privilege is terminated, the shareholder may still redeem his, her or its shares.

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Distribution of the Funds

Foreside Fund Services, LLC (“Foreside Fund Services”) serves as distributor of the NPF Japan Fund. Foreside Fund Services, its affiliates, and NAM USA may make direct or indirect payments to third parties in connection with the sale of shares of the NPF Japan Fund or the servicing of shareholder accounts.

Foreside Funds Distributors LLC (“Foreside Funds Distributors”) serves as distributor of the Matthews Japan Fund. Matthews or Foreside Funds Distributors may make direct or indirect payments to third parties in connection with the sale of shares of the Matthews Japan Fund or the servicing of shareholder accounts.

The NPF Japan Fund has adopted a distribution plan in accordance with Rule 12b-1 under the 1940 Act (such plan a “12b-1 Plan”) for its Class A, Class C and Class S shares. The 12b-1 fees vary by share class as follows:

In the case of Class C shares, 12b-1 fees, together with the CDSC are used to finance the costs of advancing brokerage commissions paid to dealers and investment representatives.

The Matthews Japan Fund has a 12b-1 Plan, but it is currently inactive.

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RISK OF INVESTING IN THE FUNDS

Because the Funds are part of unaffiliated fund families, the Funds use different terminology and descriptions to describe their principal risks. Below is a discussion of the principal risk factors to which the NPF Japan Fund and the Matthews Japan Fund are subject.

NPF Japan Fund		Matthews Japan Fund
Geographic Concentration and Country Risk.  A small number of companies and industries may represent a large portion of the market in a particular country or region, and these companies and industries can be sensitive to adverse social, political, economic or regulatory developments in that country or region.   Because the Fund concentrates its investments in Japan, the Fund’s performance is expected to be closely tied to economic and political conditions in Japan and geopolitical conditions in Asia and the Middle East. In addition, natural disasters might have substantial economic impacts on affected regions, at least temporarily.   Foreign Exposure Risk.  Foreign investments may be subject to different and, in some cases, less stringent regulatory and disclosure standards than U.S. investments. Also, political concerns, fluctuations in foreign currencies and differences in taxation, trading, settlement, custodial and other operational practices may result in foreign investments being more volatile and less liquid than U.S. investments. Foreign regulatory and fiscal policies may affect the ability to trade securities across markets. In addition, brokerage and transaction costs are generally higher for foreign securities than for U.S. investments.   Market, Exchange and Frequent Trading Risk.  Foreign markets may differ widely in trading and execution capabilities, liquidity and expenses, including brokerage and transaction costs. In addition, active and frequent trading of securities involves higher expenses which could affect the Fund’s performance over time. High rates of portfolio turnover could also affect the tax efficiency of the Fund by accelerating the realization of taxable income to shareholders. The Fund’s portfolio turnover rate may be 100% or more.		Political, Social and Economic Risks.  The value of the Fund’s assets may be adversely affected by political, economic, social and religious instability; inadequate investor protection; changes in laws or regulations of countries within the Asian region (including countries in which the Fund invests, as well as the broader region); international relations with other nations; natural disasters; corruption and military activity. The Asian region, and particularly China, Japan and South Korea, may be adversely affected by political, military, economic and other factors related to North Korea. In addition, China’s long-running conflict over Taiwan, border disputes with many of its neighbors and historically strained relations with Japan could adversely impact economies in the region. The economies of many Asian countries differ from the economies of more developed countries in many respects, such as rate of growth, inflation, capital reinvestment, resource self-sufficiency, financial system stability, the national balance of payments position and sensitivity to changes in global trade. Certain Asian countries are highly dependent upon and may be affected by developments in the United States, Europe and other Asian economies.   Risks Associated with Japan.  Poor performance of the global economy has negatively affected equity returns in Japan, and may continue to do so. Japan’s economy and stock market have in the recent past had a strong correlation with the U.S. economic cycle and U.S. stock markets, and thus Japan’s economy may continue to be affected by current economic problems in the U.S. Japan also has a growing economic relationship with China and other Southeast Asian countries, and thus Japan’s economy may also be affected by economic, political or social instability in those countries (whether resulting from local or global events).

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NPF Japan Fund		Matthews Japan Fund
Equity Securities Risk.  The Fund will invest in common stocks, which are a type of equity security that represent an ownership interest in a corporation. Common stocks are subject to greater fluctuations in market value than certain other asset classes as a result of such factors as a company’s business performance, investor perceptions, stock market trends and general economic conditions. The rights of common stockholders are subordinate to all other claims on a company’s assets, including debt holders and preferred stockholders. Therefore, the Fund could lose money if a company in which it invests becomes financially distressed.   Smaller and Less Seasoned Companies Risk.   Smaller companies and, to a greater extent, less seasoned companies, may have more limited product lines, markets and financial resources; their securities may trade less frequently and in more limited volume; and the prices of their securities may tend to be more volatile than those of larger, more established companies.   Growth and Value Investing Risks.  Growth stocks tend to be more expensive and more sensitive to changes in their earnings than other types of stocks. The price of value stocks may not increase as anticipated, and value stocks may not pay dividends, if other investors fail to recognize the issuer’s value or favor investing in faster-growing issuers.		Currency Risks.  When the Fund conducts securities transactions in a foreign currency, there is the risk of the value of the foreign currency increasing or decreasing against the value of the U.S. dollar. The value of an investment denominated in a foreign currency will decline in dollar terms if that currency weakens against the dollar. While the Fund is permitted to hedge currency risks, Matthews does not anticipate doing so at this time.   Trading Markets and Depositary Receipts.  Asian securities may trade in the form of depositary receipts, including American, European and Global Depositary Receipts. Although depositary receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depositary receipts may not pass through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange.   Risks Associated with Medium-Sized Companies.  Medium-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss.
Exchange Traded Funds.  ETFs seek to track the performance of securities indices. The market value of an ETF is expected to rise and fall with changes in the value of its underlying index, but an ETF’s return may not match the return of its underlying index as a result of expenses, cash flows and investment timing differences. Shares of ETFs have many of the same risks as direct investments in common stocks and bonds.

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NPF Japan Fund		Matthews Japan Fund
REIT and J-REIT Risk.  Investing in real estate investment trusts (“REITs”) involves many of the same risks associated with direct ownership of real estate, such as declines in market value, shortages of mortgage funds, changes in applicable laws, overbuilding and defaults by tenants and borrowers. REITs are subject to leverage risk when they borrow to finance acquisitions. The properties owned or leased by REITs may be subject to risks that are specific to certain industries or geographic regions. In addition, many real estate companies, including REITs, utilize leverage (and some may be highly leveraged), which increases stock market risk. J-REITs are subject to complex tax regulation in Japan and a failure to comply with those requirements could disqualify the J-REIT from special tax benefits and reduce the amount available for distribution to J-REIT investors.

For additional information about the principal risks of the Matthews Japan Fund, please see the Shareholder Guide at Appendix D. For additional information about the non-principal risks of the Matthews Japan Fund, please see the Reorganization SAI.

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COMPARISON OF FEES AND EXPENSES OF THE FUNDS

For each of the Funds, you will pay indirectly various expenses because each Fund pays fees and expenses that reduce the return on your investment. The following table describes the fees and expenses that you may pay if you buy and hold shares of the Funds and the estimated pro forma fees and expenses attributable to each class of shares of the pro forma combined Matthews Japan Fund. The fees and expenses presented for the Funds are based on the fiscal year of the Matthews Japan Fund ended December 31, 2013. The Japan Fund Reorganization itself will not cause a shareholder to directly pay any additional fees, other than portfolio transactions costs. See “Information About the Japan Fund Reorganization — Fees and Expenses of the Japan Fund Reorganization.”

As a result of the Japan Fund Reorganization, and as described in these materials, shareholders of Class I shares of the NPF Japan Fund will receive Institutional Class shares of the Matthews Japan Fund while shareholders of Class A, Class C and Class S shares of the NPF Japan Fund, respectively, will receive Investor Class shares of the Matthews Japan Fund.

FEES AND EXPENSES (INVESTOR CLASS SHARES)

		NPF Japan Fund												Matthews Japan Fund
		(Class A)				(Class C)				(Class S)				(Investor Class)								Pro Forma
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			5.75	%			None				None				None								None
Maximum Deferred Sales Charge (Load) for redemptions within one year of purchase (as a % of offering price)			1.00	%*			1.00	%			None				None								None
Redemption Fee (as a % of amount redeemed)**			2.00	%			2.00	%			2.00	%			2.00	%							2.00	%
Small Account Fee		$	20.00			$	20.00			$	20.00				None								None
Maximum Account Fee on Redemptions (for wire redemptions only)		$	10.00			$	10.00			$	10.00			$	9.00							$	9.00
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			0.60	%			0.60	%			0.60	%			0.66	%							0.66	%
Distribution and/or Service (12b-1) Fees			0.25	%			1.00	%			0.04	%			None								None
Other Expenses			1.06	%			1.07	%			1.06	%			0.44	%							0.39	%
Administration and Shareholder Servicing Fees			—				—				—								0.14	%							0.14	%
Total Annual Fund Operating Expenses			1.91	%			2.67	%			1.70	%			1.10	%							1.05	%
Fee Waiver and Expense Reimbursement***			(0.06	)%			(0.07	)%			(0.06	)%			0.00	%							0.00	%
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement***			1.85	%			2.60	%			1.64	%			1.10	%							1.05	%

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FEES AND EXPENSES (INSTITUTIONAL CLASS SHARES)

		NPF Japan Fund				Matthews Japan Fund
		(Class I)				(Institutional Class)								Pro Forma
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)			None				None								None
Maximum Deferred Sales Charge (Load) for redemptions within one year of purchase (as a % of offering price)			None				None								None
Redemption Fee (as a % of amount redeemed)*			2.00	%			2.00	%							2.00	%
Small Account Fee		$	20.00				None								None
Maximum Account Fee on Redemptions (for wire redemptions only)		$	10.00			$	9.00							$	9.00
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			0.60	%			0.66	%							0.66	%
Distribution and/or Service (12b-1) Fees			None				None								None
Other Expenses			1.05	%			0.30	%							0.26	%
Administration and Shareholder Servicing Fees			—								0.14	%							0.14	%
Total Annual Fund Operating Expenses			1.65	%			0.96	%							0.92	%
Fee Waiver and Expense Reimbursement**			(0.05	)%			0.00	%							0.00	%
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement**			1.60	%			0.96	%							0.92	%

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Expense Example

This Example will help you compare the cost of investing in the NPF Japan Fund with the cost of investing in the Matthews Japan Fund or other mutual funds. This Example assumes that you invest $10,000 in each Fund for the time periods indicated. The Example also assume that your investment has a 5% return each year and that each Fund’s operating expenses remain the same, except that the NPF Japan Fund’s expenses are reduced during the first year by a fee waiver and expense limitation agreement. All expense information is based on the information set forth in the expense table above, including pro forma expense information for the combined Matthews Japan Fund. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Fund/Share Class		1 Year				3 Years				5 Years				10 Years
NPF Japan Fund
– Class A Shares		$	752			$	1,135			$	1,542			$	2,675
– Class C Shares		$	263			$	823			$	1,409			$	2,998
– Class S Shares		$	167			$	531			$	919			$	2,005
Matthews Japan Fund
– Investor Class Shares		$	112			$	350			$	606			$	1,340
– Pro Forma Combined Fund Investor Class Shares		$	107			$	334			$	579			$	1,283
NPF Japan Fund
– Class I Shares		$	163			$	515			$	891			$	1,949
Matthews Japan Fund
– Institutional Class Shares		$	98			$	306			$	531			$	1,178
– Pro Forma Combined Fund Institutional Class Shares		$	94			$	293			$	509			$	1,131

Contractual Expense Limitations

NAM USA has contractually agreed to waive its management fee and, if necessary, to reimburse the NPF Japan Fund so that total operating expenses of the NPF Japan Fund are limited to 1.60% (excluding distribution and service (12b-1) fees, interest expense and certain other expenses) until January 28, 2015. Amounts waived or reimbursed in a particular fiscal year may be recaptured by NAM USA within three years of the waiver or reimbursement to the extent that recoupment will not cause the NPF Japan Fund’s expenses to exceed any expense limitation in place at the time those expenses were waived. The arrangement may not be terminated prior to January 28, 2015, except by action of the NPF Board. Any such amounts waived or reimbursed may not be recaptured by NAM USA at any time after the close of the Japan Fund Reorganization.

Matthews has contractually agreed to waive fees and/or reimburse expenses to the Matthews Japan Fund if its expense ratio exceeds 1.25% and no change is currently expected to that agreement. In turn, if the Matthews Japan Fund’s expenses fall below 1.25% within three years after Matthews has made such waiver or reimbursement, the Matthews Japan Fund may reimburse Matthews up to an amount not to exceed its expense limitation. This agreement will continue through at least August 31, 2015, and may be extended for additional periods.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when you hold Fund shares in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples above, affect the Fund’s performance. During the most recent fiscal year, the NPF Japan Fund’s portfolio turnover rate was 62% of the average value of its portfolio and the Matthews Japan Fund’s portfolio turnover rate was 23% of the average value of its portfolio.

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Additional Information Applicable to the NPF Japan Fund and the Matthews Japan Fund

Additional information regarding shareholder services and procedures for the NPF Japan Fund may be found in the NPF Prospectus, as supplemented through the date of this Proxy Statement/Prospectus, which is on file with the SEC and is incorporated by reference into this Proxy Statement/Prospectus.

For a more detailed description of the shareholder services and procedures of the Matthews Japan Fund, relating to the purchase, redemption, exchange, and distribution of Matthews Japan Fund shares, please see the Shareholder Guide at Appendix D.

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PERFORMANCE OF THE FUNDS

Performance of the NPF Japan Fund

The bar chart and table below show the NPF Japan Fund’s annual and after-tax returns and its long-term performance with respect to its Class S shares. The bar chart shows some indications of the risks of investing in the Fund by showing how the Fund’s performance has varied from year to year. The table provides some indication of the risks of investing in the Fund by showing how the Fund’s before and after-tax returns over time compare to that of a broad-based securities market index for the past ten calendar years. Both the bar chart and the table assume reinvestment of dividends and distributions.

As with all mutual funds, past performance, both before and after taxes, is not a prediction of future results.

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown, and after-tax returns shown are not relevant if you hold shares of the NPF Japan Fund through a tax-deferred arrangement, such as an individual retirement account. In some cases the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

NPF Japan Fund — Class S Annual Total Returns
(%) as of December 31 each year

Best Quarter 6/30/09 was 24.13%; and Worst Quarter 3/31/09 was -18.68%

Average Annual Total Returns (%) as of December 31, 2013

		Average Annual Total Returns (%) as of December 31, 2013
		Inception Date				1 Year				5 Years				10 Years
Class S Shares			01/31/1986
Return before Taxes							27.72				8.75				3.20
Return after Taxes on Distributions							27.51				8.68				3.11
Return after Taxes on Distributions and Sale of Fund Shares							16.09				7.01				2.54
Class A Shares (before taxes)			12/29/2008				20.10				7.06				7.60	**
Class C Shares (before taxes)			12/29/2008				26.56				7.54				8.06	**
Class I Shares (before taxes)			12/29/2008				27.81				8.59				9.13	**
The Tokyo Stock Price Index* (reflects no deductions for fees, expenses or taxes)							26.47				7.68				4.21

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For a discussion by NAM USA regarding the performance of the NPF Japan Fund for the fiscal year ended September 30, 2013, see Appendix E to this Proxy Statement/Prospectus.

Performance of the Matthews Japan Fund

The bar chart and table below show the Matthews Japan Fund’s annual and after-tax returns and its long-term performance with respect to its Investor Class shares. The bar chart shows some indications of the risks of investing in the Fund by showing how the Fund’s performance has varied from year to year. The table provides some indication of the risks of investing in the Fund by showing how the Fund’s before and after-tax returns over time compare to that of a broad-based securities market index for the past ten calendar years. Both the bar chart and the table assume reinvestment of dividends and distributions.

As with all mutual funds, past performance, both before and after taxes, is not a prediction of future results.

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown, and after-tax returns shown are not relevant if you hold shares of the Matthews Japan Fund through a tax-deferred arrangement, such as an individual retirement account. In some cases the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.

Matthews Japan Fund — Investor Class Shares

Best Quarter 9/30/09 was 23.45%; and Worst Quarter 3/31/09 was -17.96%

The table below shows what the average annual total returns of the Matthews Japan Fund would equal if you averaged its actual performance over various lengths of time, compared to the performance of the MSCI Japan Index and the Tokyo Stock Price Index. The securities in the MSCI Japan Index and the Tokyo Stock Price Index are substantially different from those in the Matthews Japan Fund. An investor cannot invest directly in an index.

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Average Annual Total Returns for Periods Ended December 31, 2013

		1 Year				5 Years				10 Years				Since Inception
Matthews Japan Fund (Investor Class) Inception date: (12/31/1998)
Return before taxes			34.03	%			12.01	%			3.96	%			5.53	%
Return after taxes on distributions(1)			33.48	%			11.54	%			3.62	%			4.92	%
Return after taxes on distributions and sale of Fund shares(1)			19.57	%			9.55	%			3.15	%			4.34	%
Matthews Japan Fund (Institutional Class) (before taxes) Inception Date: (10/29/2010)			34.27	%			N/A				N/A				13.51	%
MSCI Japan Index (reflects no deduction for fees, expenses or taxes)			27.35	%			7.81	%			4.36	%			2.94	%
Tokyo Stock Price Index (reflects no deduction for fees, expenses or taxes)			26.47	%			7.68	%			4.21	%			3.30	%

For a discussion by Matthews regarding the performance of the Matthews Japan Fund for the fiscal year ended December 31, 2013, see Appendix F to this Proxy Statement/Prospectus. Additional information regarding the Matthews Japan Fund is included in the Shareholder Guide attached as Appendix D to this Proxy Statement/Prospectus.

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INFORMATION ABOUT THE JAPAN FUND REORGANIZATION

Description of the Japan Fund Reorganization

On March 31, 2014, the NPF Board voted to approve the Japan Fund Reorganization. Pursuant to the Reorganization Agreement, the NPF Japan Fund will transfer its assets to the Matthews Japan Fund, which will assume all of the ordinary operating and portfolio liabilities of the NPF Japan Fund. The terms and conditions under which the Japan Fund Reorganization will be implemented are set forth in the Reorganization Agreement. Significant provisions of the Reorganization Agreement are summarized below; however, this summary is qualified in its entirety by reference to the Reorganization Agreement, a form of which is attached hereto as Appendix A to this Proxy Statement/Prospectus. The Reorganization Agreement contemplates (i) the Matthews Japan Fund’s acquisition of all of the assets of the NPF Japan Fund in exchange solely for Reorganization Shares and the assumption by the Matthews Japan Fund of substantially all of the liabilities of the NPF Japan Fund by the Closing Date, and (ii) the distribution of the Reorganization Shares to the shareholders of the NPF Japan Fund as soon as reasonably practicable after the closing. Each shareholder of the NPF Japan Fund will receive a number of full and fractional shares of a particular class of the Matthews Japan Fund equal in value to the number of full and fractional shares of the class of shares of the NPF Japan Fund held by such shareholder as of the Closing Date as set forth in the table below.

As a result of the Japan Fund Reorganization, each NPF Japan Fund shareholder will own shares of the Matthews Japan Fund, as indicated in the table below. A NPF Japan Fund shareholder will receive shares of the Matthews Japan Fund with an aggregate NAV equal to the aggregate NAV of the shares of the NPF Japan Fund that the shareholder owned immediately before the Japan Fund Reorganization.

NPF Japan Fund		Matthews Japan Fund
Class A		Investor Class
Class C		Investor Class
Class I		Institutional Class
Class S		Investor Class

No sales charge or fee of any kind will be assessed to NPF Japan Fund shareholders in connection with their receipt of shares of the Matthews Japan Fund in the Japan Fund Reorganization.

After the closing of the Japan Fund Reorganization, shares of the Matthews Japan Fund will be credited to shareholders of NPF Japan Fund only on a book-entry basis. Matthews Japan Fund shall not issue certificates representing shares in connection with the Japan Fund Reorganization, irrespective of whether NPF Japan Fund shareholders hold their shares in certificated form and all outstanding certificates representing shares of NPF Japan Fund will be deemed cancelled.

The Reorganization Agreement provides the time for and method of determining the net value of the NPF Japan Fund’s assets (and therefore shares) and the NAV of a share of the Matthews Japan Fund. The valuation will be done immediately after the close of business, as described in the Reorganization Agreement, on the business day immediately preceding the Closing Date, as determined using the valuation policies and procedures for the Matthews Japan Fund, or such other valuation policies and procedures as shall be mutually agreed upon by the Funds if, for example, the policies and procedures for the Matthews Japan Fund were not to address a particular holding or situation. Any special shareholder options (for example, automatic investment plans for current NPF Japan Fund shareholder accounts) will NOT automatically transfer to the new accounts unless newly set up by the affected shareholder.

The Reorganization Agreement provides that Matthews will pay all direct and customary costs and expenses of the Japan Fund Reorganization, including the reasonable costs and expenses incurred in the preparation and mailing of this Proxy Statement/Prospectus, the retention of a proxy solicitor and the expenses in connection with the tax opinion. The Closing is expected to occur on or about September 19, 2014, provided all of the other closing conditions have been satisfied or waived. The implementation of the Japan Fund Reorganization is subject to a number of conditions set forth in the Reorganization Agreement, including that the Charter Amendment has been approved by shareholders of the Company.

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Another important condition to closing is that the NPF Japan Fund and the Matthews Japan Fund each receives an opinion from counsel to the Matthews Japan Fund to the effect that the Japan Fund Reorganization will qualify as a tax-free “reorganization” for U.S. federal income tax purposes. As a result, the Japan Fund Reorganization is not expected to be taxable for such purposes to the Funds or their shareholders. It should be noted, however, that the NPF Japan Fund may make one or more distributions to shareholders prior to the Closing. Any such distribution generally will be taxable as ordinary income or capital gains to shareholders that hold their shares in a taxable account.

The Reorganization Agreement may be terminated and the Japan Fund Reorganization abandoned at any time prior to the Closing Date by a determination of either the NPF Board or the Matthews Board that the Japan Fund Reorganization is no longer in the best interests of shareholders. If the transactions contemplated by the Reorganization Agreement have not been substantially completed by December 31, 2014, the Reorganization Agreement shall automatically terminate on that date unless a later date is agreed to by the Funds.

It is anticipated that the Trust will enter into interim agreements with certain service providers of the NPF Japan Fund, including but not limited to Boston Financial Data Services, Inc., the NPF Japan Fund’s transfer agent, BBD, LLP, the NPF Japan Fund’s accountant, and State Street Bank and Trust Company, the NPF Japan Fund’s administrator and custodian, to facilitate the transition of the NPF Japan Fund from the Company’s service provider platform to the Trust’s service provider platform following the Closing.

Board Consideration of the Japan Fund Reorganization

At a number of special meetings held in late 2013 and early 2014, the NPF Board considered various candidates and options for the NPF Japan Fund, including the Japan Fund Reorganization, and the potential benefits for the NPF Japan Fund shareholders of each. At a meeting held on March 31, 2014, the members of the NPF Board (the “Directors”), including the Directors who are not interested persons of the Company within the meaning of the 1940 Act (the “Independent Directors”), voting separately, approved the Japan Fund Reorganization. The NPF Board considered the following matters, among others, in approving the Japan Fund Reorganization:

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After consideration, the NPF Board, including the Independent Directors, concluded that the Japan Fund Reorganization would be in the best interests of the Corporation, NPF Japan Fund and its shareholders, and that the interests of existing shareholders in NPF Japan Fund would not be diluted as a result of the transactions contemplated by the Japan Fund Reorganization. In reaching their decision, the NPF Board did not identify any particular information that was controlling, and it is likely that each Director individually attributed different weights to the various factors considered.

Fees and Expenses of the Japan Fund Reorganization

All customary fees and expenses incurred in connection with the Japan Fund Reorganization and the Charter Amendment (as previously discussed) will be paid by Matthews. Matthews will not pay each Fund’s legal expenses, board meeting expenses or fees and expenses of each Fund’s independent accountants. Each Fund will bear its own portfolio transaction costs, such as brokerage commissions and related expenses, before the close of the Japan Fund Reorganization. NAM USA will pay its own expenses. The aggregate expenses of the Japan Fund Reorganization and the Charter Amendment to be incurred by Matthews are estimated to be approximately $335,000. Although there are substantial similarities between the respective investment objectives and investment strategies of the NPF Japan Fund and Matthews Japan Fund, it is expected that up to approximately fifty percent (50%) of the securities held by the NPF Japan Fund may be sold after the Japan Fund Reorganization takes place as the Matthews Japan Fund portfolio manager seeks to fully align or reposition the portfolio with the Matthews Japan Fund’s investment process. This percentage limitation on the amount of securities held by the NPF Japan Fund that may be later sold was established as a guide to help preserve the tax-free status of the Japan Fund Reorganization and may be adjusted by the Matthews Japan Fund subject to the ability to preserve that tax-free status. The estimated transaction costs anticipated to be incurred in connection with the sale of such portfolio securities following the Japan Fund Reorganization are $60,000, or approximately a one (1) basis point impact on the Combined Fund’s asset base, assuming the Japan Fund Reorganization occurred on December 31, 2013. These costs will be borne by the Combined Fund.

U.S. Federal Income Tax Consequences of the Japan Fund Reorganization

The Japan Fund Reorganization is expected to qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code, and thus is not expected to result in the recognition of gain or loss by either the NPF Japan Fund or its shareholders. As a condition to the Closing, the Funds will receive a legal opinion from Paul Hastings LLP (which opinion will be subject to certain qualifications and assumptions satisfactory to the Funds and will be based on representations from the Funds), to the effect that, on the basis of the existing provisions of the Code, the Treasury Regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, for federal income tax purposes:

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Each opinion will be based on factual certifications made by officers of the Funds, and on customary assumptions. No opinion is a guarantee that the tax consequences of the Japan Fund Reorganization will be as described above. Opinions of counsel are not binding upon the IRS or the courts. There is no assurance that the Internal Revenue Service (“IRS”) or a court would agree with either opinion.

If the transfer of the assets of the NPF Japan Fund in exchange for the Reorganization Shares and the assumption by the Matthews Japan Fund of the liabilities of the NPF Japan Fund were not to constitute a tax-free reorganization, the shareholders of the NPF Japan Fund generally would recognize gain or loss equal, with respect to a particular shareholder, to the difference between the value of the Reorganization Shares the shareholder receives and the tax basis of the shareholder’s shares in the NPF Japan Fund.

Although the Japan Fund Reorganization is expected to be tax-free for shareholders, the NPF Japan Fund may make one or more distributions to shareholders prior to the Closing. Any such distribution generally will be taxable as ordinary income or capital gains to shareholders that hold their shares in a taxable account.

It is expected that up to approximately fifty percent (50%) of the securities held by the NPF Japan Fund may be sold after the Japan Fund Reorganization takes place as the Matthews Japan Fund portfolio manager seeks to fully align or reposition the portfolio with the Matthews Japan Fund’s investment process. This percentage limitation on the amount of securities held by the NPF Japan Fund that may be later sold was established as a guide to help preserve the tax-free status of the Japan Fund Reorganization and may be adjusted by the Matthews Japan Fund subject to the ability to preserve that tax-free status. The sale of such portfolio securities may result in the realization of capital gains to the Combined Fund that, to the extent not offset by capital losses, would be distributed to its shareholders, and those distributions (if any) would be taxable to such shareholders who hold shares in taxable accounts. Any capital gains recognized on these sales on a net basis following the closing of the Japan Fund Reorganization will be distributed, if required, to the Combined Fund shareholders as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale. Matthews anticipates that any such sales of portfolio securities by the Combined Fund as a result of the Japan Fund Reorganization (as distinct from normal portfolio turnover) are likely not to result in the distribution of any significant amounts of capital gains to shareholders of the Combined Fund.

Existing and Pro Forma Capitalizations of the Funds

The following tables set forth, as of December 31, 2013: (i) the unaudited capitalization of the NPF Japan Fund; (ii) the unaudited capitalization of the Matthews Japan Fund; (iii) adjustments to the unaudited pro forma combined capitalization of the Matthews Japan Fund; and (iv) the unaudited pro forma combined capitalization of the Matthews Japan Fund assuming the Japan Fund Reorganization has been

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completed, based upon the valuation policies and procedures for the NPF Japan Fund and Matthews Japan Fund, respectively. The capitalizations are likely to be different when the Japan Fund Reorganization is scheduled to be completed as a result of daily share purchase and redemption activity.

		NPF Japan Fund				Matthews Japan Fund				Pro Forma Adjustments				Pro Forma Combined Matthews Japan Fund
NET ASSETS:
Investor Class		$	—			$	312,988,498			$	175,813,260			$	488,801,758
Class I/Institutional Class			4,857,279				59,702,130				—				64,559,409
Class A			6,357,697				—				(6,357,697 )				—
Class C			11,003,236				—				(11,003,236 )				—
Class S			158,452,327				—				(158,452,327 )				—
TOTAL		$	180,670,539			$	372,690,628			$	—			$	553,361,167
SHARES OUTSTANDING:
Investor Class			—				19,320,017				10,852,536				30,172,553
Class I/Institutional Class			395,964				3,685,142				(96,147 )				3,984,959
Class A			514,844				—				(514,844 )				—
Class C			912,617				—				(912,617 )				—
Class S			12,766,953				—				(12,766,953 )				—
TOTAL			14,590,378				23,005,159				(3,438,025 )				34,157,513
NET ASSET VALUE:
Investor Class		$	—			$	16.20							$	16.20
Class I/Institutional Class		$	12.27			$	16.20							$	16.20
Class A		$	12.35			$	—							$	—
Class C		$	12.06			$	—							$	—
Class S		$	12.41			$	—							$	—

The table set forth above should not be relied upon to calculate the number of shares to be received in the Japan Fund Reorganization; the actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Fund at the time of the Japan Fund Reorganization.

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COMPARISON OF ORGANIZATION, STRUCTURE AND GOVERNANCE OF THE FUNDS

The following summary highlights certain differences between the Funds. This summary is not complete and does not contain all of the information that you should consider before voting on the Charter Amendment. For more complete information about the Japan Fund Reorganization, please read this entire document.

Comparison of Shareholder Rights and Corporate Governance

Governing Law

Authorized Shares

Board Members

Shareholder Liability

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The Trust Instrument further provides that, if any shareholder or former shareholder of any series shall be held to be personally liable solely by reason of a claim or demand relating to such person being or having been a shareholder of such series, and not because of such person’s acts or omissions or for some other reason, the shareholder or former shareholder (or such person’s 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 of 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 series and satisfy any judgment thereon from the assets of the series.

Voting Rights

Under the MGCL, unless the charter or bylaws provide otherwise, in order to constitute a quorum for a meeting, there must be present in person or by proxy, a majority of all votes entitled to be cast at the meeting, and a quorum provision in the bylaws of a corporation may not be less than one-third of the votes entitled to be cast at the meeting. The Company’s charter and bylaws provide that the presence in person or by proxy of the holders of record of a majority of the shares of capital stock of the Company issued and outstanding and entitled to vote thereat shall constitute a quorum at any meeting of the stockholders. The Company’s charter and bylaws provide that this requirement may be altered, amended or repealed only upon the affirmative vote of the holders of a majority of all the shares of the capital stock of the Company at the time outstanding and entitled to vote.

In general, under the MGCL, for most shareholder actions, unless the charter or the MGCL provide otherwise, all shareholders vote on all matters and a majority of all votes cast at a meeting at which a quorum is present is required to approve any matter. Actions such as (i) amendments to the corporation’s charter, (ii) mergers, (iii) consolidations, (iv) statutory share exchanges, and (v) dissolutions require the affirmative vote of two-thirds of all votes entitled to be cast on the matter unless the charter provides for a greater or lesser proportion which may not be less than a majority of all votes entitled to be cast on the matter. Transfers of assets by an open-end registered investment company do not require shareholder approval unless otherwise provided in the corporation’s charter or bylaws. Unless the charter or bylaws require a greater vote, a plurality of all votes cast at a meeting at which a quorum is present is required to elect a director.

Pursuant to the Company’s Bylaws, actions of stockholders shall be taken and all questions decided by the votes of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote thereat, except with respect to the election of directors, which shall be decided by a plurality of all the votes cast and except as otherwise provided by the charter or by the Bylaws or by specific statutory provision superseding the restrictions and limitations contained in the charter or in the Bylaws.

The Company’s charter provides that all shares of all classes or series shall vote as a single class or series (“Single Class Voting”); provided, however, that (a) as to any matter with respect to which a separate vote of any class or series is required by the 1940 Act or by the Maryland General Corporation Law, such requirement as to a separate vote by that class or series shall apply in lieu of Single Class Voting as described above; (b) in the event that the separate vote requirements referred to in (a) above apply with respect to one or more classes or series, then, subject to (c) below, the shares of all other classes or series shall vote as a single class or series; and (c) as to any matter which does not affect the interest of a particular class or series, only the holders of shares of the one or more affected classes shall be entitled to vote.

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The Company’s charter also provides that the vote of two-thirds of the outstanding shares of common Stock of the corporation shall be necessary to authorize certain actions, including the transfer of all or substantially all of the assets of the Company and the dissolution of the Company.

Neither Trust nor Company shareholders have cumulative voting rights in the election of any Trustee(s) or Director(s), as applicable. Shares of the Company and the Trust may be voted in person or by proxy.

Pursuant to the Trust Instrument, shareholders have the power to vote only (i) for the election of Trustees to the extent provided in the Trust Instrument, (ii) for the removal of Trustees to the extent provided in the Trust Instrument and (iii) with respect to such additional matters relating to the Trust as may be required by law, by the Trust Instrument or as the Trustees may consider desirable. On any matter submitted to a vote of the shareholders, all shares shall be voted separately by individual series, except (i) when required by the 1940 Act, shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects the interests of more than one series, then shareholders of all such series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more classes of a series, in which case any such matter shall be voted on by such class or classes.

Pursuant to the Trust Instrument, one-third of shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a shareholder’s meeting, except that where any provision of law or the Trust Instrument permits or requires that holders of any series shall vote as a series (or that holders of a class shall vote as a class), then one-third of the aggregate shares of that series (or that class) entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series (or that class). Except when a larger vote is required by law or any provision of the Trust Instrument, a majority of shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or the Trust Instrument permits or requires that the holders of any series shall vote as a series (or that the holders of any class shall vote as a class), then a majority of the shares present in person or by proxy of that series (or such class) or, such other vote as required by law, voted on the matter in person or by proxy shall decide that matter insofar as that series (or class) is concerned.

Annual Shareholder Meetings

Special Shareholder Meetings

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Shares Classes.  The NPF Japan Fund and the Matthews Japan Fund are each separate series of the Company and the Trust, respectively, and each may include more than one class of shares. Currently, the NPF Japan Fund offers Class A, Class C, Class I and Class S shares and the Matthews Japan Fund offers Investor Class and Institutional Class shares. Each share of a series or class represents an equal proportionate interest in that series or class with each other share of that series or class.

Class A, Class C and Class S shareholders of the NPF Japan Fund will receive Investor Class shares of the Matthews Japan Fund in the Japan Fund Reorganization, while Class I shareholders of the NPF Japan Fund will receive Institutional Class shares of the Matthews Japan Fund in the Japan Fund Reorganization.

The Board of Trustees of the Trust has reserved the right to create and issue additional classes of shares of the Matthews Japan Fund.

Liability and Indemnification of Board Members.  The 1940 Act prohibits the charter, bylaws and other organizational documents of a registered investment company from containing a provision that protects or purports to protect any director or officer of the investment company against liability to the company or shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

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Amendments to Governing Documents

Comparison of Fundamental and Non-Fundamental Investment Restrictions

The Funds are each subject to certain fundamental and non-fundamental investment restrictions regarding their investments. A fundamental investment restriction may not be changed without the affirmative vote of the holders of a majority of a Fund’s outstanding securities (as defined in the 1940 Act), while non-fundamental investment restrictions may be changed by the board of the Fund without shareholder approval. The NPF Japan Fund is subject to certain non-fundamental investment restrictions regarding their investments that may only be changed by a vote of the NPF Board, whereas the Matthews Japan Fund is not subject to such non-fundamental investment restrictions. The table below compares the fundamental investment restrictions of the Funds.

Restriction		NPF Japan Fund		Matthews Japan Fund
Borrowing		May not borrow money, except as permitted under the 1940 Act and as interpreted or modified by regulatory authority having jurisdiction, from time to time.		May not borrow money, except that the Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing; or mortgage, pledge, or hypothecate any assets, except in connection with any such borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 10% of the value of the total assets of the Fund at the time of its borrowing. All borrowing will be done from a bank and asset coverage of at least 300% is required. The Fund will not purchase securities when borrowings exceed 5% of the Fund’s total net assets.
Senior Securities		May not issue senior securities, except as permitted under the 1940 Act and as interpreted or modified by regulatory authority having jurisdiction, from time to time.		May not issue senior securities.

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Restriction		NPF Japan Fund		Matthews Japan Fund
Physical Commodities		May not purchase physical commodities or contracts relating to physical commodities unless acquired as a result of ownership of securities or other instruments.		May not purchase or sell commodities or commodity contracts, except that a Fund may purchase or sell currencies, may enter into futures contracts on securities, currencies, or on indexes of such securities or currencies, or any other financial instruments, and may purchase or sell options on such futures contracts.
Underwriting		May not engage in the business of underwriting securities issued by others, except to the extent that the Fund may be deemed to be an underwriter in connection with the disposition of portfolio securities.		May not act as an underwriter of securities, except that, in connection with the disposition of a security, a Fund may be deemed to be an “underwriter” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”).
Real Estate		May not purchase or sell real estate, which term does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, except that the Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund’s ownership of securities.		May not purchase or sell real estate, real estate limited partnership interests, interests in oil, gas and/or mineral exploration or development programs or leases. This restriction shall not prevent the Fund from investing directly or indirectly in portfolio instruments secured by real estate or interests therein or acquiring securities of real estate investment trusts or other issuers that deal in real estate.
Lending		May not make loans to other persons except (i) loans of portfolio securities, and (ii) to the extent that entry into repurchase agreements and the purchase of debt instruments or interests in indebtedness in accordance with the Fund’s investment objective and policies may be deemed to be loans.		May not make loans, except that this restriction shall not prohibit (i) the purchase and holding of debt instruments in accordance with a Fund’s investment objectives and policies, (ii) the lending of portfolio securities, or (iii) entry into repurchase agreements with banks or broker-dealers.
Industry Concentration		May not concentrate its investments in a particular industry, as that term is used in the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.		May not purchase the securities of issuers conducting their principal business activities in the same industry (other than obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities) if immediately after such purchase the value of a Fund’s investments in such industry would exceed 25% of the value of the total assets of the Fund.
Diversification Status		May not change its diversification status under the 1940 Act		May not change its diversification status under the 1940 Act.
Control Investments		N/A		May not make investments in securities for the purpose of exercising control.

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Restriction		NPF Japan Fund		Matthews Japan Fund
Voting Power		N/A		May not purchase the securities of any one issuer if, immediately after such purchase, the Fund would own more than 10% of the outstanding voting securities of such issuer.
Newly Formed Companies		N/A		May not invest more than 5% of its total assets in securities of companies less than three years old. Such three-year period shall include the operation of any predecessor company or companies.

In addition, while the Matthews Japan Fund is not subject to any non-fundamental investment restrictions that may be changed only by a vote of the Matthews Board, the NPF Japan Fund is subject to the non-fundamental restrictions set forth in Appendix C, which may only be changed by a vote of the NPF Board. Non-fundamental investment restrictions may be changed without shareholder approval.

Comparison of Investment Advisers and Investment Advisory Fees

Investment Advisers and Sub-Advisers

Under its investment advisory agreements with the NPF Japan Fund (the “Nomura Advisory Agreement”), NAM USA agrees to provide, or arrange for the provision of, investment advisory and certain management services to the NPF Japan Fund, subject to the oversight and supervision of the NPF Board. NAM USA is also obligated to provide all the office space, facilities, equipment and personnel necessary to perform its duties thereunder. In accordance with the terms of the Nomura Advisory Agreement, NAM USA retained NAM Tokyo to act as a sub-adviser for the NPF Japan Fund. Pursuant to the sub-advisory agreement between NAM USA and NAM Tokyo, NAM Tokyo agreed to exercise investment discretion, including stock selection and order placement responsibility, with respect to the portfolio of the NPF Japan Fund. NAM USA is located at Worldwide Plaza, 309 West 49^th Street, New York, New York 10019, and NAM Tokyo is located at 1-12-1, Nihonbashi, Chuo-ku, Tokyo 103-8260. NAM USA is a wholly owned subsidiary of NAM Tokyo.

Matthews serves as the investment adviser to the Matthews Japan Fund. Matthews invests the Matthews Japan Fund’s assets, manages the Fund’s business affairs, supervises the Fund’s overall day-to-day operations, and provides the personnel needed by the Fund with respect to Matthews’ responsibilities pursuant to an investment advisory agreement with the Fund (the “Matthews Advisory Agreement”). Matthews also furnishes the Matthews Japan Fund with office space and provides certain administrative, clerical and shareholder services to the Matthews Japan Fund pursuant to an Administration and Shareholder Services Agreement (the “Matthews Services Agreement”). Matthews is located at Four Embarcadero Center, Suite 550, San Francisco, CA 94111.

The terms of the Matthews Advisory Agreement provide that it will continue from year to year provided that it is approved at least annually by the vote of the holders of at least a majority of the outstanding shares of the Matthews Japan Fund, or by the Matthews Board, including a majority of the Independent Trustees. The Matthews Advisory Agreement may be terminated by vote of the Matthews Board or by the holders of a majority of the outstanding voting securities of the Matthews Japan Fund, at any time without penalty, on 60 days’ written notice to Matthews. Matthews may also terminate its advisory relationship with respect to the Matthews Japan Fund on 60 days’ written notice to the Fund. The Matthews Advisory Agreement can only be assigned with prior shareholder approval. In the event that the Matthews Advisory Agreement is assigned without shareholder approval, the Matthews Advisory Agreement automatically terminates.

For additional information regarding the Matthews Advisory Agreement, and the services that Matthews provides to the Matthews Japan Fund, please see the Reorganization SAI, which is incorporated herein by reference and on file with the SEC.

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Portfolio Managers

Four individuals at NAM Tokyo are jointly and primarily responsible for the day-to-day management of the NPF Japan Fund.

Portfolio Manager		Title		Service with NAM Tokyo
Hitoshi Nagasawa		Senior Portfolio Manager		1996
Kentaro Takayanagi		Chief Portfolio Manager		1991
Shinsuke Yauchi		Senior Portfolio Manager		1998
Akira Higashida		Senior Portfolio Manager		1999

One individual at Matthews is primarily responsible for the day-to-day management of the Matthews Japan Fund.

Taizo Ishida is supported by and consults with Kenichi Amaki, co-manager of the Matthews Japan Fund since 2010.

Additional information regarding other accounts managed by the portfolio managers, their compensation, and their ownership of shares in the Funds, as applicable, is available in the Reorganization SAI, which is on file with the SEC and incorporated by reference into this Proxy Statement/Prospectus.

Investment Advisory Fees — NPF Japan Fund

Pursuant to the Nomura Advisory Agreement, NAM USA receives a monthly advisory fee at an annual rate of the NPF Japan Fund’s average daily net assets as set forth below:

NAM USA has agreed to waive its advisory fee and, if necessary, to reimburse other operating expenses of each class of shares of the NPF Japan Fund to the extent necessary to limit total annual operating expenses (excluding distribution and service (12b-1) fees, interest expense and certain other expenses), on an annualized basis, to 1.60%, as a percentage of average daily net assets allocated to each such class of shares of the NPF Japan Fund until January 28, 2015.

For the fiscal year ended September 30, 2013, NAM USA, as investment advisor, received a fee at an annual rate of 0.60% of average daily net assets of the NPF Japan Fund.

A discussion regarding the basis for the NPF Board’s approving the Nomura Advisory Agreement is available in the NPF Japan Fund’s semi-annual report to shareholders for the fiscal period ended March 31, 2014.

Investment Advisory Fees — Matthews Japan Fund

As compensation for the investment management services rendered and related expenses under the Matthews Advisory Agreement, the Matthews Asia Funds (other than the Matthews Asia Strategic Income Fund, Matthews Emerging Asia Fund, Matthews Asia Small Companies Fund and Matthews China Small Companies Fund) have agreed to pay Matthews, on a monthly basis, an investment management fee based on the value of the average daily net assets of the Matthews Asia Funds at an annual rate as set forth below:

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For the fiscal year ended December 31, 2013, Matthews received a fee at an annual rate of 0.66% of average daily net assets of the Matthews Japan Fund.

As compensation for the administration and other services rendered and related expenses under the Matthews Services Agreement, the Matthews Asia Funds (i.e., the Matthews Funds and the Matthews Asia Strategic Income Fund) in the aggregate pay Matthews:

For the fiscal year ended December 31, 2013, Matthews received a fee at an annual rate of 0.14% of average daily net assets of the Matthews Japan Fund.

Under a written agreement between the Matthews Japan Fund and Matthews, Matthews agrees to waive fees and/or reimburse expenses to the Matthews Japan Fund if its annual expense ratio exceeds 1.25% for the Institutional Class shares (and the same level for Investor Class shares plus class specific expenses such as shareholder servicing fees) and no change is currently expected to that agreement.

A discussion regarding the basis for the Matthews Board’s approving the Matthews Advisory Agreement is available in the Matthews Japan Fund’s annual report to shareholders for the fiscal year ended December 31, 2013.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of either Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

Principal Service Providers

The following table lists the principal service providers for the Funds. As noted above, there is expected to be a transition period following the Closing during which some of the NPF Japan Fund’s service providers will provide services to the Matthews Japan Fund. The length of the transition period may impact the Matthews Japan Fund’s operating expense ratios, since Matthews anticipates that the Matthews Japan Fund’s operating expense ratios will be reduced as a result of the Japan Fund Reorganization.

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SERVICE PROVIDERS
SERVICE		NPF JAPAN FUND		MATTHEWS JAPAN FUND
Investment Adviser		Nomura Asset Management U.S.A. Inc. Worldwide Plaza, 309 West 49th Street, New York, NY 10019		Matthews International Capital Management, LLC Four Embarcadero Center, Suite 550 San Francisco, CA 94111
Investment Sub-Advisor		Nomura Asset Management Co., Ltd. 1-12-1, Nihonbashi, Chuo-ku Tokyo 103-8260 Japan		N/A
Distributor		Foreside Funds Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101		Foreside Funds Distributors LLC 400 Berwyn Park, 899 Cassatt Road Berwyn, PA 19312
Administrator		State Street Bank and Trust Company 4 Copley Place, 5th Floor, CPH-0326 Boston, MA 02116		BNY Mellon Investment Servicing (US) Inc. 760 Moore Road King of Prussia, PA 19406
Custodian		State Street Bank and Trust Company 4 Copley Place, 5th Floor, CPH-0326 Boston, MA 02116		Brown Brothers Harriman & Co. 40 Water Street Boston, MA 02109
Compliance Services		Foreside Compliance Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101		Matthews International Capital Management, LLC Four Embarcadero Center, Suite 550 San Francisco, CA 94111
Transfer Agent		Boston Financial Data Services, Inc. 30 Dan Road Canton, MA 02021		BNY Mellon Investment Servicing (US) Inc. 760 Moore Road King of Prussia, PA 19406
Independent Registered Public Accounting Firm		BBD, LLP 1835 Market Street, 26th Floor Philadelphia, PA 19103		PricewaterhouseCoopers LLP Three Embarcadero Center San Francisco, CA 94111
Legal Counsel		Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017		Paul Hastings LLP 55 Second Street, 24th Floor San Francisco, CA 94105

Ownership of Securities of the Matthews Japan Fund

As of June 27, 2014, the Matthews Japan Fund had the following number of shares issued and outstanding:

Matthews Japan Fund

Investor Class			21,696,921.109
Institutional Class			6,171,188.023
Total			27,868,109.132

Appendix G lists the persons that as of the Record Date, owned beneficially or of record 5% or more of the outstanding shares of any Class of the Matthews Japan Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of the Matthews Japan Fund or acknowledges the existence of such control.

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GENERAL INFORMATION ABOUT THE SPECIAL MEETING

This Proxy Statement/Prospectus is being provided in connection with the solicitation of proxies by the NPF Board to solicit the vote of shareholders of the NPF Funds at a Special Meeting of the Company, comprised of shareholders of the NPF Japan Fund and the NPF High Yield Fund, which we refer to as the “Special Meeting.” The Special Meeting is scheduled to begin at 4:00 p.m. Eastern Time, on Wednesday, September 10, 2014.

Voting Information

Holders of record of the shares of the NPF Funds at the close of business on June 27, 2014 (the “Record Date”), as to any matter on which they are entitled to vote, will be entitled to one vote and each fractional share is entitled to a proportionate fractional vote on all business of the Special Meeting.

Shares Outstanding on the Record Date

NPF Japan Fund
Class A shares			356,883.435
Class C shares			662,530.232
Class S shares			12,249,269.710
Class I shares			195,143.997
Total			13,463,827.374
NPF High Yield Fund
Class A shares			292,053.742
Class C shares			181,567.385
Class I shares			4,885,089.165
Total			5,358,710.292
TOTAL			18,822,537.666

The cost of preparing, printing, and mailing the enclosed proxy card and this Proxy Statement/Prospectus, and all other reasonable costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile, or telegram, will be borne by Matthews. In addition to solicitation by mail and by telephone by a proxy solicitation firm retained for this purpose, representatives of the NPF Funds and Matthews, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram, or personally.

Appendix G lists the persons that as of the Record Date owned beneficially or of record 5% or more of the outstanding shares of any Class of the NPF Japan Fund or the NPF High Yield Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of the Company or acknowledges the existence of such control. As a controlling shareholder, such person could control the outcome of any proposal submitted to shareholders for approval including approval of the Proposal.

Revocation of Proxies

Any stockholder of the NPF Funds giving a proxy has the power to revoke it by mail (addressed to the Secretary of the NPF Funds) or in person at the Special Meeting, by executing a superseding proxy or by submitting a notice of revocation to the NPF Funds or by voting in person at the Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy or, if no specification is properly made, in favor of the Proposal.

Shareholder Approval

Approval of the Proposal requires the affirmative vote of the holders of two-thirds of the capital stock of the Company outstanding and entitled to vote at the Special Meeting. Each of the Class A, Class C and Class I shares of the NPF Japan Fund and the NPF High Yield Fund, respectively, and Class S shares of the NPF Japan Fund will vote together as a group on the Proposal. Each whole share of the NPF Japan Fund and the NPF High Yield Fund is entitled to one vote and each fractional share is entitled to a proportionate

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fractional vote, respectively. For purposes of the vote on the Proposal, abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which such brokers or nominees do not have discretionary power) will have the effect of votes against the Proposal, although they will be considered present for purposes of determining the existence of a quorum.

Methods of Voting

In addition to voting by giving a proxy either by mail or at the Special Meeting, any stockholder may attend the Special Meeting and vote in person. Any stockholder who attends the Special Meeting and wishes to vote in person will be given a ballot prior to the vote. If the shares of a stockholder wishing to vote in person are held in the name of a broker, bank, or other nominee, the stockholder must bring a letter from the nominee indicating that the stockholder is the beneficial owner of the shares on the Record Date and authorizing the stockholder to vote.

Quorum and Adjournment

The presence at the Special Meeting, in person or by proxy, of the holders of record of a majority of the outstanding shares entitled to vote thereat shall be necessary and sufficient to constitute a quorum for the transaction of business. If the necessary quorum to transact business or the vote required to approve the Proposal is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with applicable law to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the Company’s shares present in person or by proxy at the Special Meeting. If the necessary quorum is not obtained, the persons named as proxies will vote in favor of adjournment. If the necessary quorum is obtained but the vote required to approve the Proposal is not obtained, the persons named as proxies will vote in favor of any such adjournment those proxies which they are entitled to vote (in whole or in part) in favor of the Proposal and will vote against any such adjournment those proxies to be voted against the Proposal. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions and broker “non-votes” will be treated as shares that are present.

Solicitation of Proxies

BFDS has been engaged to assist in the solicitation of proxies for the NPF Funds, at an estimated cost of approximately $62,200, plus expenses. Such cost and expenses are to be borne by Matthews, whether or not the Proposal is approved. As the Special Meeting date approaches, certain stockholders of NPF Funds may receive a telephone call from a representative of BFDS if their votes have not yet been received. Authorization to permit BFDS to execute proxies may be obtained by telephonic or electronically transmitted instructions from stockholders of the NPF Funds. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The NPF Funds believe that these procedures are reasonably designed to ensure that both the identity of the stockholder casting the vote and the voting instructions of the stockholder are accurately determined.

In all cases where a telephonic proxy is solicited, the BFDS representative is required to ask for each stockholder’s full name and complete address and to confirm that the stockholder has received the proxy materials in the mail. If the stockholder is a corporation or other entity, the BFDS representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to BFDS, then the BFDS representative has the responsibility to explain the process, read the Proposal listed on the proxy card and ask for the stockholder’s instructions on the Proposal. Although the BFDS representative is permitted to answer questions about the process, he or she is not permitted to recommend to the stockholder how to vote, other than to read any recommendation set forth in this Proxy Statement. BFDS will record the stockholder’s instructions on the card. Within 72 hours, the stockholder will be sent a letter or mailgram to confirm his or her vote and asking the stockholder to call BFDS immediately if his or her instructions are not correctly reflected in the confirmation.

Stockholders may also provide their voting instructions through telephone touch-tone voting or Internet voting. These options require stockholders to input a control number which is located on each voting

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instruction card. After inputting this number, stockholders will be prompted to provide their voting instructions on the Proposal. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.

If a stockholder wishes to participate in the Special Meeting, but does not wish to give a proxy by telephone or electronically, the stockholder may still submit the proxy card originally sent with this Proxy Statement/Prospectus or attend in person. Should stockholders require additional information regarding the proxy or replacement proxy card, they may contact BFDS toll-free at 1-844-292-8012. Any proxy given by a stockholder is revocable until voted at the Special Meeting.

Other Matters

The Company is not aware of any other matters that are expected to arise at the Special Meeting. If any other matter should arise, however, the persons named in properly executed proxies have discretionary authority to vote such proxies as they shall decide.

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FINANCIAL HIGHLIGHTS

The financial highlights for the past five fiscal years with respect to the NPF Japan Fund are incorporated by reference from the NPF Prospectus and have been audited by BBD, LLP, whose report along with the NPF Japan Fund’s financial statements for such fiscal years are included in the NPF Japan Fund’s annual report for the applicable fiscal year. The financial highlights for the most recent fiscal period with respect to the NPF Japan Fund are incorporated by reference from the NPF semi-annual report. The NPF Japan Fund’s most recent annual and semi-annual reports are each incorporated by reference into the Reorganization SAI and available upon request.

The financial highlights for the past five fiscal years with respect to the Matthews Japan Fund are shown in the tables below. The financial highlights are intended to help you understand the Matthew Japan Fund’s financial performance for the past five years or, if shorter, the period of operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Matthews Japan Fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, the Matthews Japan Fund’s independent registered public accounting firm, whose report, along with the Matthews Japan Fund’s financial statements, are included in the Matthews Japan Fund’s most recent annual report, which is incorporated by reference into the Reorganization SAI and available upon request.

Financial Highlights

Matthews Japan Fund

The tables below set forth financial data for a share of beneficial interest outstanding throughout each period presented.

		Year Ended Dec. 31
INVESTOR CLASS		2013				2012				2011				2010				2009
Net Asset Value, beginning of year		$	12.27			$	11.34			$	12.53			$	10.91			$	10.19
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(1)			0.03				0.10				0.07				0.02				0.10
Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency			4.12				0.84				(1.06	)			2.09				0.92
Total from investment operations			4.15				0.94				(0.99	)			2.11				1.02
LESS DISTRIBUTIONS FROM:
Net investment income			(0.24	)			(0.01	)			(0.22	)			(0.49	)			(0.31	)
Total distributions			(0.24	)			(0.01	)			(0.22	)			(0.49	)			(0.31	)
Paid-in capital from redemption fees			0.02				—	(2)			0.02				—	(2)			0.01
Net Asset Value, end of year		$	16.20			$	12.27			$	11.34			$	12.53			$	10.91
TOTAL RETURN			34.03	%			8.32	%			(7.72	)%			19.58	%			10.06	%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in 000's)		$	312,988			$	82,463			$	101,369			$	67,805			$	88,334
Ratio of expenses to average net assets			1.10	%			1.20	%			1.22	%			1.30	%			1.31	%
Ratio of net investment income (loss) to average net assets			0.19	%			0.81	%			0.54	%			0.13	%			0.97	%
Portfolio turnover			22.72	%(3)			48.58	%(3)			34.94	%(3)			46.29	%(3)			126.75	%

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		Year Ended Dec. 31												Period Ended Dec. 31, 2010(4)
INSTITUTIONAL CLASS		2013				2012				2011
Net Asset Value, beginning of period		$	12.26			$	11.34			$	12.53			$	11.73
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)(1)			0.06				0.12				0.06				(0.01	)
Net realized gain (loss) and unrealized appreciation/ depreciation on investments and foreign currency			4.12				0.84				(1.04	)			1.30
Total from investment operations			4.18				0.96				(0.98	)			1.29
LESS DISTRIBUTIONS FROM:
Net investment income			(0.26	)			(0.04	)			(0.22	)			(0.49	)
Total distributions			(0.26	)			(0.04	)			(0.22	)			(0.49	)
Paid-in capital from redemption fees			0.02				—	(2)			0.01				—
Net Asset Value, end of period		$	16.20			$	12.26			$	11.34			$	12.53
TOTAL RETURN			34.27	%			8.47	%			(7.72	)%			11.22	%(5)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000's)		$	59,702			$	22,233			$	30,302			$	4
Ratio of expenses to average net assets			0.96	%			1.04	%			1.07	%			1.08	%(6)
Ratio of net investment income (loss) to average net assets			0.41	%			0.99	%			0.46	%			(0.51	)%(6)
Portfolio turnover(3)			22.72	%			48.58	%			34.94	%			46.29	%(5)

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APPENDIX A

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (this “Agreement”) is made as of June 6, 2014, by and among Matthews International Funds, a Delaware statutory trust doing business as Matthews Asia Funds (the “Trust”), with respect to the Matthews Japan Fund (the “Acquiring Fund”), Nomura Partners Funds, Inc. (the “Company”), on behalf of The Japan Fund (the “Acquired Fund”), Matthews International Capital Management, LLC (“Matthews”) joins this Agreement solely for purposes of Sections 1.3, 4.4, 7.3, 9.1 and 9.2 and Nomura Asset Management U.S.A. Inc.(“NAM”) joins this Agreement solely for purposes of Sections 1.3, 1.6, 4.2, 6.2, 9.1 and 9.2. The Acquiring Fund and the Acquired Fund may be referred to together as the “Funds.” The capitalized terms used herein shall have the meanings ascribed to them in this Agreement.

This Agreement is intended to be, and is adopted as, a plan of reorganization and liquidation for purposes of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the regulations adopted by the U.S. Treasury under the Code. The reorganization (the “Reorganization”) will consist of:

RECITALS

WHEREAS, the Acquiring Fund and the Acquired Fund each are series of open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Acquired Fund owns securities that are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, the Board of Trustees of the Acquiring Fund has determined that the Reorganization is in the best interests of the Acquiring Fund and that the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of the Reorganization; and

WHEREAS, the Board of Directors of the Acquired Fund has determined that the Reorganization is in the best interests of the Acquired Fund and that the interests of the existing shareholders of the Acquired Fund will not be diluted as a result of the Reorganization.

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AGREEMENT

NOW, THEREFORE, In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

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The Company, on behalf of the Acquired Fund, represents and warrants the following to the Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date: