SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, For use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Matthews International Funds
(Name of Registrant as Specified in Charter)
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Payment of Filing Fee (Check the appropriate box): No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11 (1)
Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule - 11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration no.: Schedule
14A; 33-78960; 811-08510
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(3) Filing Party: Matthews International Funds
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(4) Date Filed: July 17, 1998
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[Letterhead of Matthews International Funds]
Dear Fellow Shareholders:
Please be informed that there will be a special meeting of shareholders of the
Matthews International Funds at 10:00 a.m. on September 11, 1998 at our offices
here in San Francisco. At that meeting, shareholders will be asked to vote on
several measures proposed by the Funds' Board of Trustees.
Enclosed is a proxy statement describing the measures in detail and a proxy card
which you should complete and return to us immediately in the enclosed
postage-paid envelope, even if you plan to attend the meeting. If you hold
shares of more than one Fund, you will receive a proxy card for each Fund.
Please complete and return all proxy cards. I strongly believe these proposals
are in the best interests of all shareholders and ask you to vote FOR them.
The first proposal involves the recent purchase of a 24.9% ownership interest in
Matthews International Capital Management, LLC ("Matthews International") by the
Hambrecht 1980 Revocable Trust, a trust whose trustees and beneficiaries are Mr.
and Mrs. William Hambrecht. You will be asked to approve an additional
investment by the Hambrecht 1980 Revocable Trust in Matthews International,
which, together with the exercise of certain warrants, would ultimately bring
the Trust's ownership interest to 30.4% on a fully-diluted basis. Mr. Hambrecht
has recently retired from the Chairmanship of the investment firm Hambrecht &
Quist, which he co-founded in 1968. His experience and influence on the
development of high technology in the United States is well recognized. Less
well known is his extensive involvement in our company's area of expertise, the
financial markets of developing Asia. The management of Matthews International
whole-heartedly welcomes Mr. Hambrecht's private investment in our firm. As you
might also know, in 1996 Convergent Capital Management Inc. ("Convergent") also
purchased a 24.9% ownership interest in Matthews International. You would also
be asked to approve that Convergent also be allowed to exercise its warrant to
increase its ownership interest to 30.4% on a fully-diluted basis. I want to
assure you that the transaction will not change the way we do business. Both Mr.
Hambrecht and Convergent have assured us that they intend to remain as long-term
passive investors. Our investment philosophy, our mutual funds and our key
personnel will remain the same. The other proposal involves the re-election of
two of our trustees.
Both proposals have the full support of the Funds' Board of Trustees.
Again, I urge you to complete the enclosed card and return it as soon as
possible. Thank you for your prompt attention and for your investment with
Matthews International Funds.
Sincerely,
G. Paul Matthews
President
655 Montgomery Street
Suite 1438
San Francisco, CA 94111
MATTHEWS INTERNATIONAL FUNDS
Notice of Special Meeting
of Shareholders
August ____, 1998
Matthews Pacific Tiger Fund
Matthews Asian Convertible Securities Fund
Matthews Korea Fund
Matthews Dragon Century China Fund
A Special Meeting of Shareholders of each of the above referenced Funds (each a
"Fund") will be held at 655 Montgomery Street, Suite 1438, San Francisco,
California on Friday, September 11, 1998 at 10:00 a.m. (local time) for the
following purposes:
1. To approve a new investment advisory agreement with Matthews
International Capital Management, LLC (1) to take effect initially upon the
purchase of additional interests in Matthews International Capital Management,
LLC by either the Hambrecht 1980 Revocable Trust or Convergent Capital
Management Inc. (or simultaneously by both) to increase either party's
respective ownership level to above 25%; and (2) in the event the Hambrecht 1980
Revocable Trust and Convergent Capital Management Inc. do not simultaneously
purchase additional interests in Matthews International Capital Management, LLC,
to take effect again upon the subsequent purchase by the party which did not
initially purchase additional interests as described above.
2. To elect (i) Norman W. Berryessa and (ii) David FitzWilliam-Lay
to continue to serve as Trustees to the Board of Trustees.
3. To transact such other business as may properly come before the
Meeting, or any adjournments thereto.
Shareholders of record at the close of business on July 27, 1998 are entitled to
notice of and to vote at the Meeting. Each Fund is a series of Matthews
International Funds, a Delaware business trust, and they are referred to herein
collectively as the Funds.
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G. Paul Matthews
President
July 28, 1998
<PAGE>
MATTHEWS INTERNATIONAL FUNDS
Proxy Statement
For a Special Meeting of Shareholders
To Be Held on August ___, 1998
Matthews Pacific Tiger Fund
Matthews Asian Convertible Securities Fund
Matthews Korea Fund
Matthews Dragon Century China Fund
Introduction
This proxy statement is solicited by the Board of Trustees (the "Board") of
Matthews International Funds (the "Trust") for voting at the special meeting of
shareholders of each Fund named above to be held at 10:00 a.m. (local time) on
Friday, Spetember 11, 1998, at 655 Montgomery Street, Suite 1438, San Francisco,
California and at any and all adjournments thereof (the "Meeting"), for the
purposes set forth in the accompanying Notice of Special Meeting of
Shareholders. This proxy statement was first mailed to shareholders on or about
July 29, 1998.
Each share of the Trust is entitled to one vote on each matter submitted to a
vote of the shareholders at the Meeting. No shares have cumulative voting
rights.
Each valid proxy will be voted in accordance with your instructions and as the
persons named in the proxy determine on such other business as may come before
the Meeting. If no instructions are given, the proxy will be voted FOR Proposal
1 and FOR the election of Mr. Berryessa and FOR the election of Mr.
FitzWilliam-Lay who have both been nominated to continue to serve as Trustees
for the Trust. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Trust or in person at the time
of the Meeting. Proxies given by telephone or electronically transmitted
instruments may be counted if obtained pursuant to procedures designed to verify
that such instructions have been authorized.
The shareholders of each Fund are being asked to vote upon two Proposals
Proposal 1 requires the affirmative vote of a "majority of the outstanding
voting securities" of each Fund. The term "majority of the outstanding voting
securities" for each Fund as defined in the Investment Company Act of 1940 (the
"1940 Act") means: the affirmative vote of the lesser of (i) 67% of the voting
securities of the Fund present at the meeting if more than 50% of the
outstanding shares of the Fund are present in person or by proxy or (ii) more
than 50% of the outstanding shares of the Fund. Proposal 2 (election of Mr.
Berryessa and Mr. FitzWilliam-Lay to continue to serve as Trustees) requires a
plurality vote of the shares of the Trust. Therefore, the nominees receiving the
largest number of votes will be elected. The Board of Trustees of Matthews
International Funds currently is not aware of any other nominee. On Proposal 1
each Fund will vote separately. On Proposal 2, the shareholders of the Trust
will vote in the aggregate and not separately by Fund.
The Trust Instrument of the Matthews International Funds provides that the
presence at a shareholder meeting in person or by proxy of at least one third
(33-1/3%) of the shares of the Trust (or series) entitled to vote constitutes a
quorum. Thus, the meeting for the Trust (or series) could not take place on its
scheduled date if less than one third of the shares of the Trust (or series)
were represented. If, by the time scheduled for the meeting, a quorum of
shareholders of the Trust (or series) is not present or if a quorum is present
but sufficient votes in favor of any of the Proposals are not received, the
meeting may be held for the purposes of voting on those proposals for which
sufficient votes have been received and the persons named as proxies may propose
one or more adjournments of the meeting to permit further solicitation of
proxies with respect to any proposals for any Fund for which sufficient votes
have not been received. Any such adjournment will require the affirmative vote
of a majority of the votes cast on the question in person or by proxy at the
session of the meeting to be adjourned. The persons named as proxies will vote
in favor of such adjournment those proxies which they are entitled to vote in
favor of such proposals. They will vote against such adjournment those proxies
required to be voted against any such proposal.
The Meeting is scheduled as a joint meeting of the respective shareholders of
all Funds in the Trust because the shareholders of all Funds will consider and
vote on essentially the same matters. The Board has determined that the use of a
joint proxy statement for the Meeting is in the best interest of each Fund's
shareholders.
In tallying shareholder votes, abstentions (i.e. shares for which a proxy is
presented, but which abstains from voting on one or more matters) and '"broker
non-votes" (i.e. shares held by brokers or nominees for which proxies are
presented but as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter because it is a
non-routine matter) will be counted for purposes of determining whether a quorum
is present for the conduct of business at the Meeting. However, broker non-votes
do not constitute votes for or against any proposal, do not constitute an
abstention, and will be disregarded in determining votes cast.
The Board of Trustees of the Trust recommends that you vote in favor of all
Proposals.
The Board of the Trust has fixed the close of business on July 27, 1998 as the
record date (the "Record Date") for determining holders of the Fund's shares
entitled to notice of and to vote at the Meeting. Each shareholder will be
entitled to one vote for each share held. At the close of business on the Record
Date, the following shares were outstanding:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ----------------------------------------------------------- ---------------- ----------------- ----------------
Fund Class A Class I Total Fund
Shares Shares Shares
Matthews Pacific Tiger Fund
Matthews Asian Convertible Securities Fund
Matthews Korea Fund
Matthews Dragon Century China Fund
- ----------------------------------------------------------- ---------------- ----------------- ----------------
</TABLE>
<PAGE>
PROPOSAL 1--To approve a new investment advisory agreement with Matthews
International Capital Management, LLC (1) to take effect initially upon the
purchase of additional interests in Matthews International Capital Management,
LLC by either the Hambrecht 1980 Revocable Trust or Convergent Capital
Management Inc. (or simultaneously by both) to increase either party's
respective ownership level to above 25%; and (2) in the event the Hambrecht 1980
Revocable Trust and Convergent Capital Management Inc. do not simultaneously
purchase additional interests in Matthews International Capital Management, LLC,
to take effect again upon the subsequent purchase by the party which did not
initially purchase additional interests as described above.
Background to Proposal 1
Matthews International Capital Management, LLC (as defined above, the "Advisor")
was founded in 1991 by G. Paul Matthews to manage international portfolios for
North American clients and to provide U.S. investments for non-U.S. clients. In
October, 1996, Convergent Capital Management Inc. ("Convergent") purchased a
24.9% equity interest in the Advisor and has subsequently acquired warrants to
purchase additional interests. Convergent is a money management holding company
that invests in investment management firms. Currently, Convergent has ownership
interests in five affiliated firms with approximately $4 billion in assets under
management.
On June 3, 1998 Matthews International Capital Management, LLC (as defined
above, the "Advisor") entered into a Purchase Agreement (the "Purchase
Agreement") pursuant to which the Hambrecht 1980 Revocable Trust ("Hambrecht"),
a revocable trust whose trustees and beneficiaries are William and Sarah
Hambrecht, also purchased a 24.9% interest in the Advisor (the "Initial
Purchase"). Hambrecht and Convergent, together with the Advisor, agree that
Hambrecht and Convergent should each ultimately be allowed (but not required) to
increase their respective ownership interests to a maximum of 30.4% (on a
fully-diluted basis). In connection with that, Hambrecht was also granted
warrants (the "Hambrecht Warrants") to increase its ownership to that level.
Both the investments made (and to be made) by Convergent and Hambrecht were made
(and are to be made) as passive investments to provide capital to the Advisor
and not for purposes of exercising control or to actively participate in the
business of the Advisor.
In connection with Hambrecht's Initial Purchase, Hambrecht has also agreed to
make an additional investment (the "Second Purchase") in the Advisor which would
bring its total interest to approximately 35.1% before the exercise of any of
the warrants described below. Convergent has also been granted warrants (the
"Convergent Warrants") to allow it to purchase at any time additional interests
in the Advisor which would bring its total interest to a maximum of
approximately 35.9% (assuming the previous or contemporaneous completion of the
Second Purchase and assuming the Hambrecht Warrants have not been exercised).
Because the purchase by any one of these two parties would affect the ownership
parity agreed to by the two parties, the Convergent Warrants and the Hambrecht
Warrants are structured so that, if the second Purchase is completed all
warrants are fully exercised by each of Hambrecht and Convergent, each would own
a 30.4% (fully diluted) interest in the Advisor. Either (1) the Second Purchase
or (2) the exercise of the Convergent Warrants would have a direct impact on the
Funds because each event will cause a change in the ultimate ownership of the
Funds' current advisor, Matthews International Capital Management, LLC. As
explained below, such ownership changes require the trustees (including the
independent trustees) and Shareholders of each Fund to approve "new" investment
advisory agreements with the Advisor. The exercise of the Hambrecht Warrant,
however, should not have any direct impact on the Funds.
The first phase of the purchase by Hambrecht (the acquisition of the 24.9%
interest) closed as of June 3, 1998 (the "Initial Closing"). The ability of
Hambrecht to complete the Second Purchase and Convergent's and Hambrecht's
respective abilities to exercise the Convergent and Hambrecht Warrants, however,
are subject to various conditions, including approval by the Shareholders of
each Fund of the New Advisory Agreements between the Trust and the Advisor, as
the "New Advisor" of each Fund. After such approvals have been secured, the
Second Purchase would occur. Furthermore, Convergent and Hambrecht may then
exercise their respective Warrants. After the Second Purchase, the Advisor will
continue to operate out of its current offices in San Francisco, California. The
key members of the Advisor's management team, G. Paul Matthews and Mark W.
Headley, will continue to be responsible for managing the day-to-day affairs of
the Advisor under its restructured ownership.
The Legal Framework
Pursuant to Section 15 of the 1940 Act, each investment advisory agreement
between the Funds and the Advisor (each, an "Existing Advisory Agreement")
terminates automatically upon its assignment, which is deemed to include any
change of control of the investment advisor. A change of control will occur when
either Hambrecht or Convergent acquires more than 25% of the voting securities
(in this case, limited liability company interests) of the Advisor. Even though
after the Initial Closing, neither Hambrecht nor Convergent owns more than 25%
of the Advisor's voting securities, the purchase of additional interests in the
Advisor by Hambrecht would immediately cause Hambrecht to cross that threshold
and would immediately cause a change of control, which would cause an assignment
of the Existing Advisory Agreements and their automatic termination. The same
result would happen if Convergent exercised the Convergent Warrants to bring its
ownership interests above 25%. Furthermore, Section 15(a) of the 1940 Act
prohibits any person from serving as an investment adviser to a registered
investment company except pursuant to a written contract that has been approved
by the Shareholders. Therefore, in order for the Advisor to be able to continue
to provide investment advisory services to the Funds after the Second Purchase
whereby Hambrecht will hold more than 25% of the Advisor's voting securities (or
if Convergent exercises the Convergent Warrants to purchase more than 25% of the
Advisor's voting securities), the Shareholders of each Fund must approve a new
advisory agreement (each, a "New Advisory Agreement"). The Second Purchase by
Hambrecht and the exercise of the Convergent Warrants by Convergent (each, a
"Purchase" and collectively the "Purchases") are separate transactions.
Nevertheless, because they are both transactions through which Hambrecht and
Convergent may, within the same or similar time frame, each obtain a 30.4% fully
diluted interest in the Advisor through similar transactions, the Trustees
believe that it is appropriate to ask Shareholders' approval for both Purchases
at the same time. The exercise of the Hambrecht Warrants is not expected to have
any effect on the Funds to the extent it is exercised after Hambrecht has
crossed the 25% threshold.
The Trustees believe that the proposed future operations of the Fund w
"Adviser").
1. Duties of Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to the Matthews [ ] Fund (the "Series") for the period and on
such terms set forth in this Agreement. The Trust employs the Adviser to manage
the investment and reinvestment of the assets of the Series, to determine in its
discretion the assets to be held uninvested, to provide the Trust with records
concerning the Adviser's activities which the Trust is required to maintain, and
to render regular reports to the Trust's officers and Board of Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Trust, and in compliance with the
objectives, policies and limitations set forth in the Trust's Prospectus and
Statement of Additional Information. The Adviser accepts such employment and
agrees to render the services and to provide, at its own expense, the office
space, furnishings, equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser shall provide the Series with a
trading department. The Adviser shall select the brokers or dealers that will
execute the purchases and sales of securities for the Series and is directed to
use its best efforts to ensure that the best available price and most favorable
execution of securities transactions for the Series are obtained. The Series
will bear all expenses associated with its investment activities, including,
without limitation, brokerage commissions and custody expenses. Subject to
policies established by the Board of Trustees of the Trust and communicated to
the Adviser, it is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or in respect of
the Series, or be in breach of any obligation owing to the Trust or in respect
of the Series under this Agreement, or otherwise, solely by reason of its having
caused the Series to pay a member of a securities exchange, a broker or a dealer
a commission for effecting a securities transaction for the Series in excess of
the amount of commission another member of an exchange, broker or dealer would
have charged if the Adviser determines in good faith that the commission paid
was reasonable in relation to the brokerage or research services provided by
such member, broker or dealer, viewed in terms of the particular transaction or
the Adviser's overall responsibilities with respect to the accounts, including
the Series, as to which it exercises investment discretion. The Adviser will
promptly communicate to the officers and directors of the Trust such information
relating to Series transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Section 1 and 2 of this Agreement, the Series shall pay
to the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 1.00% of the Series' average daily net assets for
the month. The net asset value shall be calculated in the manner provided in the
Series' prospectus and statement of additional information then in effect. The
Adviser may reduce any portion of the compensation or reimbursement of expenses
due to it pursuant to this Agreement. Any fee withheld pursuant to this
paragraph from the Adviser shall be reimbursed by the Series to the Adviser in
the first, second or third (or any combination thereof) fiscal year next
succeeding the fiscal year of the withholding if the aggregate expenses for the
next succeeding fiscal year or second succeeding fiscal year or third succeeding
fiscal year do not exceed any more restrictive limitation to which the Adviser
has agreed. The Adviser generally may request and receive reimbursement for the
oldest reductions and waivers before payment for fees and expenses for the
current year.
4. In the event of termination of this Agreement, the fee provided in
this Section 3 shall be paid on a pro rate basis, based on the number of days
when this Agreement was in effect.
5. Reports. The Series and the Adviser agree to finish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
6. Status of Adviser. The services of the Adviser to the Series are not
to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Series are not impaired thereby.
7. Liability of Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Series, or to any shareholder of the Series, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Series.
8. Duration and Termination. This Agreement shall become effective on
__________________, 1998 provided that first it is approved by the Board of
Trustees of the Trust, including a majority of those trustees who are not
parties to this Agreement or interested persons of any party hereto, in the
manner provided in section 15(c) of the Investment Company Act of 1940, and by
the holders of a majority of the outstanding voting securities of the Series;
and shall continue in effect until ______________, 2000. Thereafter, this
Agreement may continue in effect only if such continuance is approved at least
annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a
majority of the outstanding voting securities of the Series; and in either event
by a vote of a majority of those trustees of the Trust who are not parties to
this Agreement or interested persons of any such party in the manner provided in
section 15(c) of the Investment Company Act of 1940. This Agreement may be
terminated by the Trust at any time, without the payment of any penalty, by the
Board of Trustees of the Trust at any time, without the payment of any penalty,
by the Board of Trustees of the Trust or by vote of the holders of a majority of
the outstanding voting securities of the Series on 60 days' written notice to
the Adviser. This Agreement may be terminated by the Adviser at any time,
without the payment of any penalty, upon 60 days' written notice to the Trust.
This Agreement will automatically terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at the principal office of such party.
As used in this Section 8, the terms "assignment" "interested
person", and "a vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in
Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the
1940 Act and Rule 18f-2 thereunder.
9. Name of Adviser. The parties agree that the Adviser has a
proprietary interest in the name "Matthews," and the Trust agrees to promptly
take such action as may be necessary to delete from its corporate name and/or
the name of the Series any reference to the name of the Adviser or the name
"Matthews," promptly after receipt from the Adviser of a written request
therefore.
10. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Governing Law. This agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of California.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of ___ day of ____________________, 1998.
ATTEST: MATTHEWS INTERNATIONAL FUNDS
- ------------------------- -----------------------------------
____________, Secretary G. Paul Matthews, President
ATTEST: MATTHEWS INTERNATIONAL
CAPITAL MANAGEMENT, LLC
- ------------------------- -----------------------------------
____________, Secretary G. Paul Matthews, President
<PAGE>
EXHIBIT B
LIST OF FIVE PERCENT SHAREHOLDERS
[to come]
FORM OF PROXY
MATTHEWS INTERNATIONAL FUNDS
SPECIAL MEETING OF SHAREHOLDERS
__________, 1998
SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF
MATTHEWS INTERNATIONAL FUNDS
The undersigned hereby appoints __________ and __________, and each of them, as
proxies of the undersigned, each with the power to appoint his substitute, for
the Special Meeting of Shareholders of the _________________ Fund (the "Fund"),
a separate series of Matthews International Funds (the "Trust"), to be held on
__________, 1998 at the offices of the Trust at 655 Montgomery Street, Suite
1438, San Francisco, California 94111, and at any and all adjournments thereof
(the "Meeting"), to vote, as designated below, all shares of the Fund held by
the undersigned at the close of business on July 27, 1998. Capitalized terms
used without definition have the meanings given to them in the accompanying
Proxy Statement.
A signed proxy will be voted in favor of the Proposals listed below
unless you have specified otherwise. Please sign, date and return this
proxy promptly. You may vote only if you held shares in the Fund at the
close of business on July 27, 1998. Your signature authorizes the
proxies to vote in their discretion on such other business as may
properly come before the Meeting including, without limitation, all
matters incident to the conduct of the Meeting.
Please vote by filling in the boxes below.
1. To approve new investment advisory agreements with Matthews
International Capital Management, LLC (1) to take effect initially upon the
purchase of additional interests in Matthews International Capital Management,
LLC by either the Hambrecht 1980 Revocable Trust or Convergent Capital
Management Inc. (or simultaneously by both) to increase either party's
respective ownership level to above 25%; and (2) in the event the Hambrecht 1980
Revocable Trust and Convergent Capital Management Inc. do not simultaneously
purchase additional interests in Matthews International Capital Management,
Inc., to take effect again upon the subsequent purchase by the party which did
not initially purchase additional interests as described above:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(continued next page...)
<PAGE>
2. To elect the Trustees whose names are set forth below to continue to serve
as Trustees to the Board of Trustees (to withhold authority to vote for any
nominee, cross out that nominee's name)
Norman W. Berryessa
David FitzWilliam-Lay
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Dated: _______________________, 1998
- ------------------------------ ------------------------------
Signature(s) (if held jointly) Signature(s) (if held jointly)
- ------------------------------ ------------------------------
[Shareholder Name] [Shareholder Name]
- ------------------------------ ------------------------------
(Title, if applicable)
[Address]
[Address]
[Fund Name]
[Shares Held]
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
You may use this Proxy only to vote shares of the above-named Fund. If you own
shares of more than one Fund in the Matthews International Funds family of
mutual funds, you will receive a separate Proxy for each Fund. You may not use
this Proxy to vote for another Fund, or to vote shares of more than one Fund.
