0001144204-11-033115 Sample Contracts

Matthews International Funds and HMC Partners Matthews Asia Funds (US) Distribution Agreement
Distribution Agreement • May 31st, 2011 • Matthews International Funds • California

This Distribution Agreement (this “Agreement”) is made as of May 17, 2011 between Matthews International Funds, d/b/a Matthews Asia Funds (the “Trust”) on behalf of each of its series listed on Annex A hereto (collectively, the “Funds”); and HMC Partners (the “Distributor”); and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the Funds, and Distributor, the “Parties”).

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FORM OF AMENDED SCHEDULE A TO SECOND AMENDED AND RESTATED INVESTMENT COMPANY SERVICES AGREEMENT
Investment Company Services Agreement • May 31st, 2011 • Matthews International Funds

THIS AMENDED SCHEDULE A, dated as of _______, 2011, amends and restates Schedule A to that certain Second Amended and Restated Investment Company Services Agreement dated as of April 2, 2008, as amended and supplemented, between Matthews International Funds (the “Fund”) and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing Inc.)

Appendix A to Custodian Agreement dated July 20, 2007 between Brown Brothers Harriman & Co. and Matthews International Funds d/b/a Matthews Asia Funds
Custodian Agreement • May 31st, 2011 • Matthews International Funds

Pursuant to the terms and conditions of the above referenced Custodian Agreement, the Custodian shall provide custody and safekeeping services to the following funds as of the dated listed below:

AMENDMENT TO ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Administration And • May 31st, 2011 • Matthews International Funds

This Amendment, dated as of May 19, 2011, made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 31st, 2011 • Matthews International Funds

This Amendment, dated as of May 19, 2011, made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

AMENDMENT TO OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • May 31st, 2011 • Matthews International Funds

This Amendment, dated as of May 19, 2011, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

FORM OF UNDERWRITING AGREEMENT
Form of Underwriting Agreement • May 31st, 2011 • Matthews International Funds • Delaware

THIS UNDERWRITING AGREEMENT (the “Agreement”) is made as of May ____, 2011 by and between BNY MELLON DISTRIBUTORS INC., a Massachusetts corporation (“Distributor”), and MATTHEWS INTERNATIONAL FUNDS, d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”).

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