U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Matthews International Funds
655 Montgomery Street
Suite 1438
San Francisco, CA 94111
2. Name of each series or class of funds for which this notice is
filed: Matthews Pacific Tiger Fund
Matthews Asian Convertible Securities Fund
Matthews Korea Fund
3. Investment Company Act File Number: 811-8510
Securities Act File Number: 33-78960
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuers's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1),
if applicable (see instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the
fiscal year:
2,370,053 shares were sold for an aggregate price of $24,395,706
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
2,370,053 shares were sold for an aggregate price of $24,395,706
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instruction B.7):
6,084 shares were reinvested for an aggregate price of $61,112
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from item 10).....................$24,395,706
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+$61,112
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................-$3,366,545
(iv) Aggregate price of shares redeemed
or repurchased and previously applied as a reduction
to filing fees pursuant to Rule 24e-2
(if applicable)...............................+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on Rule 24f-2
[line(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable)............... $ 21,090,273
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/29th of 1%
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 7,272.51
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the Form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commision's Rules of
Informal and Other Procedures(17 CFR 202.3a):
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
August 28, 1996
<PAGE>
SIGNATURES
This report has been signed below by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By: (Signature and Title)
G. Paul Matthews, President
Date: October 28, 1996
SHARTSIS, FRIESE & GINSBURG, LLP
Eighteenth Floor
One Maritime Plaza
San Francisco, CA 94111
October 25, 1996
Matthews International Funds
655 Montgomery Street
Suite 1438
San Francisco, CA 94111
Re: Matthews International Funds
Rule 24f-2 Notice
We have acted as counsel to Matthews International Funds, a
Delaware business trust (the "Trust"), in connection with the
filing of a Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, concerning sales of the Trust's
shares during its fiscal year ended August 31, 1996 (the
"Notice").
We have examined such instruments, documents, certificates and
records of the Trust that we have deemed relevant and necessary
for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following:
(a) the authenticity of original documents and the genuineness of
all signatures; (b) the conformity of the originals of all
documents submitted to us as copies; and (c) the truth, accuracy
and completeness of the information, representations and
warranties contained in the instruments, documents,
certificates and records we have reviewed. Included in such
examination was an officer's certificate executed by the Trust's
Secretary an principal financial officer to the effect that
(i) all sales of the Trust's shares during the fiscal year ended
August 31, 1996, were made in consideration of
full payment in cash of the applicable purchase price of such
shares, (ii) the number of shares of the Trust issued and
outstanding at any time during such fiscal year did not exceed
the number authorized and (iii) all sales of the
Trust's shares during such fiscal year were made in conformity
with Article II of the Trust's Instrument dated April 8, 1994.
The opinions expressed below are given as of the date hereof, and
we shall have no obligation or undertaking to amend modify or
amplify such opinions hereafter.
Our opinion below is limited to the business trust laws of the
State of Delaware. We are not licensed to practice law in the
State of Delaware, and we have based our opinion below solely on
our review of Chapter 38 of Title 12 of the Delaware Code and the
case law interpreting such Chapter as reported in Delaware Code
Annotated. In rendering this opinion we have not undertaken a
review of other Delaware law or of any administrative or court
decisions. We disclaim any opinion as to any law other than that
of the United States of America and the business trust law of
the State of Delaware as described above, and we disclaim any
opinion as to any stature, rule , regulation, ordinance, order
or other promulgation of any regional or local governmental
authority.
Based on and subject to the foregoing,, it is our opinion that the
Trust's shares sold during the fiscal year ended August 31, 1996,
as reported in the Notice, were legally issued and are fully paid
and nonassessable.
This opinion is rendered to you in connection with the
Registration Statement and is solely for your benefit. This
opinion may not be relied upon by you for any other purpose or
relied upon by any other person, firm, corporation,
or other entity for any purpose, without our prior written consent.
We hereby consent to the use of this opinion in connection with
the filing of the Notice with the Securities and Exchange
Commission.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG, LLP
By:
Robert D. Evans, a Partner
