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:
X 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
September 11, 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.
- -------------------------
G. Paul Matthews
President
July 28, 1998
<PAGE>
MATTHEWS INTERNATIONAL FUNDS
Proxy Statement
For a Special Meeting of Shareholders
To Be Held on September 11, 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, September 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 will
provide benefits to the Shareholders and will comply with the 1940 Act
requirement that the Shareholders not bear any "unfair burden" as a result of
the Purchases. Section 15(f) of the 1940 Act provides, in pertinent part, that
the advisor to an investment company may receive any amount of benefit in
connection with a sale of securities of, or a sale of any other interest in, the
advisor that results in an assignment of an investment advisory contract if (i)
for a period of three years after such event, at least 75% of the members of the
board of trustees of the investment company that it advises are independent -
i.e. not "interested persons" (as defined in the 1940 Act) -- of the new or old
investment adviser; and (ii) for a two-year period there is no "unfair burden"
imposed on the investment company as a result of the Purchase. The term "unfair
burden" is defined in Section 15(f) to include any arrangement during the
two-year period after the Purchase whereby the advisor, or any interested person
of any such advisor, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its shareholders (other
than fees for bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or other property
to, from or on behalf of the investment company (other than bona fide ordinary
compensation as principal underwriter for such investment company). In the
Purchase Agreement, Hambrecht has represented that there is no arrangement to
impose an unfair burden on the Trust as a result of the Purchase Agreement.
Each New Advisory Agreement, if approved by a Fund's Shareholders, will commence
initially upon the purchase of additional interests in the Advisor by either
Hambrecht or Convergent (or simultaneous by both) to increase either party's
respective ownership level in the Advisor to above 25%. In the event Hambrecht
and Convergent do not simultaneously increase their respective ownership level
to above 25%, each New Advisory Agreement will recommence upon the subsequent
purchase by either Hambrecht or Convergent to the extent that the remaining
party has not previously increased its ownership level to above 25%. Each New
Advisory Agreement will remain in effect for an initial term of up to two years
and will continue in effect thereafter for successive periods if and so long as
such continuance is specifically approved annually by (a) the Board of Trustees
or (b) a Majority Vote of a Fund's Shareholders, provided that in either event,
the continuance also is approved by a majority of the trustees who are not
"interested persons" by vote cast in person at a meeting called for the purpose
of voting on such approval.
Comparison of the Existing Agreements and the New Agreements
The initial shareholders of each Fund approved each Existing Advisory Agreement
shortly before the Fund commenced operations, beginning with the Matthews
Pacific Tiger Fund on September 12, 1994. The Board of Trustees of the Trust,
including a majority of the "disinterested" Trustees, most recently approved
continuation of each Existing Advisory Agreement on July 25, 1997 (other than
the investment advisory contract for the Matthews Dragon Century China Fund,
which commenced operations subsequent to that date). Under the Existing Advisory
Agreements, the Advisor is entitled to receive from each Fund a monthly advisory
fee payable within five business days after the end of each calendar month
calculated daily by applying an annual rate of 1.00% to the Funds' assets. The
advisory fees for the Funds are higher than for most mutual funds. However, this
comparison does not take into consideration the differences in management fees
based on type of funds (e.g. emerging markets actively-managed funds compared to
domestic large-cap index funds).
The terms of each New Advisory Agreement are identical in all material respects
to the corresponding Existing Advisory Agreement, except for different effective
and termination dates and certain clarification language regarding recapture
period for waived fees and expenses to reflect current practice. A form of the
New Advisory Agreement is attached to this Proxy Statement as Exhibit A. The
following description of the New Advisory Agreement is only a summary. You
should refer to Exhibit A for the complete New Advisory Agreement.
Under the New Advisory Agreements, the Advisor would continue to provide certain
investment advisory services to each Fund, including managing the investment and
reinvestment of the assets of the Funds, determining in the Advisor's discretion
the assets to be held uninvested, providing the Trust with records concerning
the Advisor's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees. Similar to the
current arrangement between the Advisor and the Trust, the Advisor would be
required to provide, at its expense, the office space, furnishings, equipment
and the personnel required for carrying out its duties under the New Advisory
Agreements. All other expenses incurred in the operation of each Fund will be
borne by the relevant Fund. Fund expenses include legal and auditing fees, fees
and expenses of its custodian, accounting services and third-party shareholder
servicing agents, Trustees' fees, the cost of communicating with shareholders
and registration fees, as well as its other operating expenses.
As compensation for its services to each Fund under the New Advisory Agreements,
the Advisor will be entitled to receive from the Fund fees calculated at the
same rate as those charged under the Existing Advisory Agreements described
above. The New Advisory Agreements will continue in effect for two years from
their effective date, and will continue in effect thereafter for successive
annual periods, provided their continuance is specifically approved at least
annually by (1) a majority vote, cast in person at a meeting called for that
purpose, of the Trust's Board of Trustees, or (2) a vote of the holders of a
majority of the outstanding voting securities (as defined in the 1940 Act and
the rules thereunder) of each Fund, and (3) in either event by a majority of the
Trustees who are not parties to the New Advisory Agreements or interested
persons of the Trust or of any such party. The New Advisory Agreements provide
that they may be terminated with respect to a Fund at any time, without penalty,
by either party upon 60-days' written notice, provided that such termination by
the Fund shall be directed or approved by a vote of the Trustees of the Trust,
or by a vote of holders of a majority of the shares of the relevant Fund.
Each Fund (other than the Matthews Asian Convertible Securities Fund) offers two
separate classes of shares: Class A and Class I shares. The Matthews Asian
Convertible Securities Fund offers only Class I shares. Each class is
responsible for paying the pro-rata share of Fund expenses attributable to that
class as well as class-specific expenses. Although the Advisor is not required
to do so, the New Advisory Agreements, like the Existing Advisory Agreements,
permit the Advisor to reimburse each Fund to the extent necessary so that the
Fund's ratio of operating expenses to average net assets will not exceed certain
voluntary limits. The Advisor has agreed to the following expense limits (in the
case of a class of shares that is subject to a Rule 12b-1 fee, the limitation
provided below does not include the Rule 12b-1 fee):
<TABLE>
<CAPTION>
<S> <C>
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Fund Name Voluntary Expense Limit
- ---------------------------------------------------------------------- ----------------------------------------
Matthews Pacific Tiger Fund 1.90%
Matthews Asian Convertible Securities Fund 1.90%
Matthews Korea Fund 2.50%
Matthews Dragon Century Fund 2.00%
- ---------------------------------------------------------------------- ----------------------------------------
</TABLE>
These limitations are described in the applicable prospectus for each Fund and
are voluntary on the part of the Advisor. The Advisor (under its current and
reconstituted ownership) may remove these limitations at any time by amending
the prospectus and notifying shareholders. In addition, on April 17,1998, the
Board of Trustees approved a Shareholder Servicing Plan for each Fund. Pursuant
to the Shareholder Servicing Plan, each Fund will pay the Advisor a service fee
at an annual rate of up to 0.25% of the Fund; average daily net assets to the
extent that shareholder service-related expenses are incurred. The proceeds of
the service fee paid would be used to compensate the Advisor, broker-dealers,
retirement plan administrators, and other shareholder service providers. This
will have the effect of increasing the operating expense of each Fund by 0.25%.
However, because each Fund currently is operating under an expense cap, the
effect of an increase should not be borne by shareholders until a Fund is of a
much larger size so that the actual expense is below the expense cap.
Each New Advisory Agreement provides, like each corresponding Existing Advisory
Agreement, that the Advisor would have no liability to a Fund or any
shareholders of the Fund for any act or omissions in connection with rendering
services under the New Advisory Agreement, including any error of judgment,
mistake of law or any loss arising out of any investment, except for liability
resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Advisor of its duties under the New Advisory
Agreement ("Disabling Conduct"), and except to the extent specified in Section
36(b) of the 1940 Act with respect to a loss resulting from a breach of
fiduciary duty with respect to receipt of compensation for services.
The new Advisory Agreements clarifies the Existing Advisory Agreements to
expressly permit the Advisor to reduce its advisory fee and to absorb or
reimburse a Fund for expenses otherwise the responsibility of the Fund. The
Advisor has voluntarily agreed to expense limitations for each Fund as listed
previously. The Advisor may seek reimbursement for advisory fees previously
waived or operating expenses (other than distribution expenses) absorbed within
three years of that waiver.
During the fiscal year ended August 31, 1997, the Fund paid Daewoo Securities,
an affiliated broker, total commissions of $73,436, which constitutes 12.74% of
the aggregate brokerage commissions paid by the Fund during the fiscal year.
During the fiscal year ended August 31, 1997, the Advisor earned advisory fees
under the Existing Advisory Agreements in the following amounts. Additional
investment advisory fees payable under the Existing Advisory Agreements may have
instead been waived by the Advisor, but may be subject to reimbursement in the
future by the respective Funds.
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------- ----------------------------------------
Fund Name Fees Paid
- ---------------------------------------------------------------------- ----------------------------------------
Matthews Pacific Tiger Fund $358,055
Matthews Asian Convertible Securities Fund $44,164
Matthews Korea Fund $104,316
Matthews Dragon Century Fund N/A*
- ---------------------------------------------------------------------- ----------------------------------------
* The Matthews Dragon Century Fund had not commenced operations during the relevant fiscal period.
</TABLE>
The Board, including the independent Trustees, unanimously approved the New
Advisory Agreements between each Fund and the New Manager, subject to approval
by the shareholders of each Fund and the consummation of the Acquisition.
Additional Information Concerning the Advisor and the Trust
Set forth below are the names, addresses and principal occupations of the
principal executive officers and directors of the Advisor and each officer of
the Trust who is an officer, employee, director or shareholder of the Advisor.
The address of each, as it relates to his duties of the Advisor or the Trust, is
the same as that of the Advisor or the Trust.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- --------------------- ---------------------- --------------------------- ------------------------------------------------------
Name and Address Position with the Position with the Advisor Principal Occupation
Trust*
- --------------------- ---------------------- --------------------------- ------------------------------------------------------
G. Paul Matthews President Chairman and President President of the Advisor and its predecessor since
1991.
Mark Headley N/A Managing Director ______________ of the Advisor since _____.
Brian Stableford President ______________ of the Advisor since _____.
[Director to come]
- --------------------- ---------------------- --------------------------- ------------------------------------------------------
* Each of them holds the same position with each series of the Trust and has
held the office shown or other offices in the same company for the last five
years.
</TABLE>
The Trustees Recommend that Shareholders Approve the New Advisory Agreements
The Board of Trustees of the Trust has determined that the New Advisory
Agreements are advisable and in the best interests of each Fund's shareholders.
The Board has unanimously recommended that shareholders vote "FOR" the New
Advisory Agreements. In making this recommendation, the Board exercised its
independent judgment based on a careful review of the proposed changes and
potential benefits. The Trustees' considerations are described in the following
section. The Trustees' approval and recommendation that Shareholders approve the
proposal were based primarily on the following factors, among others:
Portfolio Management Continuity--No change in the portfolio management of
the Funds is expected to result from the Second Purchase or the exercise of
the Convergent Warrants. Both G. Paul Matthews and Mark W. Headley have
previously entered into employment contracts with the Advisor.
Fees--The aggregate fees payable to the Advisor under the New Advisory
Agreement for each Fund will be the same as the fees payable to the Advisor,
after fee waivers, as under the Existing Agreements.
Benefits from added financial resources --The additional cash investments
that have been and may be made by Hambrecht and the additional investments
that may be made by Convergent would provide additional financial resources
to the Advisor, which will strengthen the Advisor's organization and its
ability to improve services to the Funds.
The Trustees' Considerations
The transactions contemplated by the Purchases were presented to the Board of
Trustees of the Trust for consideration at two Board meetings on June 5, 1998
and July 10, 1998. The Board, including a majority of the Trustees who are not
interested persons voted to approve the transactions contemplated by the
Purchases. The Board of Trustees concluded unanimously that each of the
Proposals set forth in this proxy statement is in the best interests of each
Fund and its shareholders.
In evaluating the New Advisory Agreements, the Board of Trustees reviewed
materials furnished by the Advisor. Those materials included information
regarding the Advisor, Hambrecht, Convergent, their respective affiliates and
their personnel, operations and financial conditions and the terms of the
Purchase Agreement. Representatives of the Advisor discussed the anticipated
effects of the Purchases on the Funds and indicated their belief that as a
consequence of the Purchases, the operations of the Trust and the capability of
the Advisor to provide services to the Funds would not be adversely affected and
could be enhanced from the additional financial resources provided to the
Advisor, although there could be no assurance as to any particular benefits that
would result.
In making the recommendation, the Trustees confirmed their previous evaluations
concerning the experience of the Advisor's key personnel in portfolio
management, the arrangements made to secure the continued service of the key
personnel in portfolio management, the high quality of services the Advisor is
expected to continue to provide to the Funds, and the fairness and
reasonableness of the compensation proposed to be paid to the Advisor. The
Trustees gave consideration to all factors deemed to be relevant to the Funds,
including but not limited to: (1) that the fee and expense ratios of the Funds
are reasonable given the quality of services expected to be provided and the fee
and expense ratios of comparable mutual funds; (2) the favorable relative
performance of the Funds since commencement of operations; (3) the
research-intensive nature and quality of the services expected to be continued
to be rendered to the Funds by the Advisor; (4) the importance of such research
and services to the fulfillment of the particular investment objective and
policies of each Fund; (5) that the compensation payable to the Advisor by each
Fund under the New Advisory Agreements will be at the same rate as the
compensation now payable by each Fund to the Advisor under the Existing Advisory
Agreements; (6) that the terms of the Existing Advisory Agreements will be
unchanged under the New Advisory Agreements except for the different effective
and termination dates; (7) the commitment of the Advisor to pay or reimburse
each Fund for the expenses incurred in connection with the Purchases so that
shareholders of the Funds would not bear those expenses; (8) the benefits
expected to be realized as a result of the capital infusion by Hambrecht and
Convergent; and (9) other factors they deemed relevant. Of all factors, the
Trustees deemed especially important the first, the fifth and the eighth
factors.
The Advisor has advised the Board of Trustees that it expects there will be no
diminution in the scope and quality of advisory services provided to the Funds
as a result of the Purchases. Accordingly, the Board believes that each Fund
should receive investment advisory services under the New Advisory Agreements
equal or superior to those it currently receives under the Existing Advisory
Agreements.
As discussed above, Section 15(f) provides a non-exclusive safe harbor for an
investment manager to an investment company or any of its affiliated persons to
receive any amount or benefit in connection with a change in control of the
investment adviser so long as certain conditions are met, including the
condition that no "unfair burden" be imposed on the Funds for a two-year period.
The Advisor is not aware of any express or implied term, condition, arrangement
or understanding that would impose an unfair burden on the Funds as a result of
the Purchases.
Based upon the evaluation of the relevant information presented to them, and in
light of their fiduciary duties under federal and state law, the Board members,
including all the disinterested Trustees of the Matthews International Funds,
unanimously determined that the transactions contemplated by the Purchases,
including the New Advisory Agreements for the Funds, are advisable and in the
best interests of each Fund and their shareholders, and recommended the approval
of the Proposal by the shareholders at the Meeting.
Proposal 2--Election of Mr. Barry E. Berryessa and Mr. David
FitzWilliam-Lay to continue to serve on the Board of Trustees
On July 10, 1998, the Board of Trustees of the Matthews International Funds
consisted of seven individuals: four Trustees who are affiliated in some manner
with the Manager (G. Paul Matthews, John H. Dracott, Dong Wook Park and David
FitzWilliam-Lay) and three Trustees who are not interested persons (i.e., are
independent) of the Manager (Norman W. Berryessa, Robert K. Connolly and Richard
K. Lyons). On July 10, 1998, Messrs. G. Paul Matthews and Dong Wook Park
resigned from the Board of Trustees, and Mr. John H. Dracott requested, and the
Board approved, the reclassification of Mr. Dracott from being a Trustee to
being a Trustee Emeritus. This would leave the Board with four members, three of
whom are independent of the Advisor, Hambrecht and Convergent. This
restructuring of the Board is necessary in order to comply with the requirement
in Section 15(f) of the 1940 Act that the 75% of the Board be independent for at
least a three-year period following the closing of the Second Purchase.
Of the four current Trustees who will remain on the restructured Board, all of
the Trustees, with the exception of Messrs. Berryessa and FitzWilliam-Lay, will
have been elected by shareholders. Both Messrs. Berryessa and FitzWilliam-Lay
joined the Board in April, 1996 by way of appointment to fulfill vacancies on
the Board. Neither Mr. Berryessa's nor Mr. FitzWilliam-Lay's appointment has
ever been ratified by a separate vote of the Funds' shareholders. While Messrs.
Berryessa's and FitzWilliam-Lay's status as appointed Trustees, as distinct from
elected Trustees, in no way impairs the legitimacy or functioning of the Board
of Trustees or their status as Trustees (an independent Trustee in the case of
Mr. Berryessa), the Trustees have determined that the Meeting presents an
opportunity to confirm Messrs. Berryessa's and FitzWilliam-Lay's appointments
with shareholder election. If elected, each of Mr. Berryessa and Mr.
FitzWilliam-Lay will continue to serve in the same capacity as they currently do
- - Mr. Berryessa as an independent Trustee and Mr. FitzWilliam-Lay as an inside
Trustee. Messrs. Berryessa and FitzWilliam-Lay, like each of the other Trustees,
will serve for an indefinite term. If either Mr. Berryessa or Mr.
FitzWilliam-Lay does not gather sufficient votes to achieve confirming election
at the Meeting (or any adjournment thereof), he will continue to serve as an
appointed Trustee. The following table shows certain information regarding
Messrs. Berryessa and FitzWilliam-Lay who are standing for election and their
respective age, principal occupation or employment during the past five years
and other public board memberships. The table also shows the year in which each
was elected to the Board of Trustees of the Matthews International Funds in
addition to shareholdings in each Fund.
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------------------------------------------- ---------------------- -------------------------
Shares/Percentage
Name, Age and Beneficially Owned as of
Five-Year Business Experience Length of Service July ____, 1998
- -------------------------------------------------------------------- ---------------------- -------------------------
Barry E. Berryessa (69) Since April, 1996 ___________Fund (_____
Independent Contractor, Emmett Larkin Co., Inc. shares)*
- -------------------------------------------------------------------- ---------------------- -------------------------
David FitzWilliam-Lay (66)** Since April, 1996 ___________Fund (_____
Director, USDC Investment Trust PLC & Berry Starquest PLC shares)*
- -------------------------------------------------------------------- ---------------------- -------------------------
* Less than 1%.
** This Trustee is considered an "interested person" of the Trust defined under
the 1940 Act. The Board met four times during the Trust's fiscal year ended
August 31, 1997. The Board has an audit committee, of which Mr. Richard Lyons is
the Chairman, but does not have a nominating committee or a compensation
committee.
</TABLE>
For the fiscal year ended August 31, 1997, the Trust paid each disinterested
Trustee $4,000 each year as a retainer, plus a $250 per meeting fee per quarter.
Trustees or officers who are "interested persons" receive no compensation from
the Trust for their services as Trustees.
The table below shows, for each disinterested Trustee, the aggregate
compensation paid or accrued by the Matthews International Funds for the fiscal
year ended August 31, 1997 and the total compensation that all existing Funds
paid to each disinterested trustee during the fiscal year ended August 31, 1997.
<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------- ------------------ --------------------------------
Aggregate Total Compensation
Compensation From Matthews International
From Matthews Funds
Trustee International And Fund Complex
Funds Paid to Trustees
- ----------------------------------------------------------------- ------------------ --------------------------------
Norman W. Berryessa $5,000 $5,000
Robert K. Connolly $5,000 $5,000
Richard K. Lyons $5,000 $5,000
- ----------------------------------------------------------------- ------------------ --------------------------------
</TABLE>
As of July __, 1998, the Trustees and executive officers of the Trust as a group
owned less than 1% of the shares of each Fund. As of the July __, 1998, the only
persons owning beneficially more than 5% of the outstanding shares of each Fund
were those listed in Exhibit B.
Other Information
Shareholder Meeting Costs
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with solicitation
of proxies related to the required approvals will be paid by the Advisor,
including any additional solicitation made by letter, telephone or telegraph. In
addition to solicitation by mail, certain officers and representatives of
Matthews International Funds, officers and employees of the Advisor 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. The Advisor has hired _____________ to solicit proxies from brokers,
banks, other institutional holders and individual shareholders; the fee for
which will be borne by the Advisor.
Annual Reports
A copy of your Fund's annual report for the fiscal year ended August 31, 1997,
and the most recent Semi-Annual Report succeeding such Annual Report, if any, is
available without charge upon request by writing to the Matthews International
Funds at 655 Montgomery Street, Suite 1438, San Francisco, California 94111 or
by calling 1-800-789-ASIA.
Proposals of Shareholders
Under Delaware law, Matthews International Funds are not required to hold annual
shareholder meetings, but it will hold special meetings as required or deemed
desirable, or upon request by holders of 10% of the shares. Since Matthews
International Funds do not hold regular meetings of shareholders, the
anticipated date of the next special shareholder meeting cannot be provided. If
an annual meeting is called, any shareholder who wishes to submit a proposal for
consideration at the meeting should submit the proposal promptly to the Funds.
Any proposal to be considered for submission to shareholders must comply with
Rule 14a-8 under the Securities Exchange Act of 1934.
Other Matters to Come Before the Meeting
The Board is not aware of any matters that will be presented for action at the
Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote matters in accordance with their
best judgment.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees,
G. PAUL MATTHEWS
President
<PAGE>
EXHIBIT A
FORM OF NEW INVESTMENT ADVISORY AGREEMENT
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___ day of _____________ by and between Matthews
International Funds, a Delaware Business Trust (the "Trust") and Matthews
International Capital Management, LLC, a Delaware limited liability company (the
"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.
