0001193125-15-161684 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2015 • Matthews International Funds • Delaware

THIS AGREEMENT is made and entered into as of this 30th day of April 2015 by and between Matthews International Funds d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Client”), and Foreside Funds Distributors LLC, a Delaware limited liability company (the “Distributor”).

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AMENDMENT TO ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Administration And • April 30th, 2015 • Matthews International Funds

This Amendment to Administration and Shareholder Services Agreement (this “Amendment”), effective as of April 30, 2015, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

MATTHEWS INTERNATIONAL CAPITAL MANAGEMENT, LLC San Francisco, California 94111 March 1, 2015
Letter Agreement • April 30th, 2015 • Matthews International Funds • California

This letter agreement (this “Agreement”), effective as of March 1, 2015, by and between Matthews International Funds, d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”), on behalf of each of its series (the “Funds”), and Matthews International Capital Management, LLC (“Matthews”), a Delaware limited liability company and the investment adviser to the Funds, amends and restates that certain letter agreement by and between the Trust and Matthews, effective as of September 1, 2013 (the “Prior Agreement”), relating to the subsidy provided by Matthews to the Funds with respect to fees charged by certain intermediary platforms on which the Institutional Class shares of the Funds are offered for sale and held. This Agreement is intended to supplement that certain Operating Expenses Agreement, dated as of November 4, 2003, as amended from time to time, by and between the Trust and Matthews (the “Operating Expenses Agreement”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • Matthews International Funds

This Amendment to Investment Advisory Agreement (this “Amendment”), effective as of April 30, 2015, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

AMENDMENT TO ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
Administration And • April 30th, 2015 • Matthews International Funds

This Amendment to Administration and Shareholder Services Agreement (this “Amendment”), effective as of September 1, 2014, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

UBS SECURITIES LLC CUSTOMER AGREEMENT FOR FUTURES CONTRACTS
Customer Agreement • April 30th, 2015 • Matthews International Funds • New York

This Customer Agreement (“Agreement”) between UBS Securities LLC (“UBS-S LLC”) and Matthews International Funds d/b/a Matthews Asia Funds – Asia Strategic Income Fund (“Customer”) shall govern the purchase and sale by UBS-S LLC of certain futures contracts (as hereinafter defined) for the account and risk of Customer through one or more accounts carried by UBS-S LLC on behalf and in the name of Customer (collectively, the “Account”), as more fully described below. “Business Day” as used in this Agreement means a day on which commercial banks in New York are open for general business (including dealings in foreign exchange and foreign currency deposits) or on which regular trading may occur in the principal market for the relevant Contract.

Appendix A to Custodian Agreement dated July 20, 2007 between Brown Brothers Harriman & Co. and Matthews International Funds d/b/a Matthews Asia Funds
Custodian Agreement • April 30th, 2015 • Matthews International Funds

Pursuant to the terms and conditions of the above referenced Custodian Agreement, as amended from time to time, the Custodian shall provide custody and safekeeping services to the following funds as of April 30, 2015 listed below:

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • Matthews International Funds

This Amendment to Investment Advisory Agreement (this “Amendment”), effective as of September 1, 2014, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

AMENDMENT TO OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • April 30th, 2015 • Matthews International Funds

This Amendment to Operating Expenses Agreement (this “Amendment”), effective as of April 30, 2015, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).

MATTHEWS INTERNATIONAL CAPITAL MANAGEMENT, LLC San Francisco, California 94111 September 1, 2014
Letter Agreement • April 30th, 2015 • Matthews International Funds • California

This letter agreement (this “Agreement”), effective as of September 1, 2014, is entered into by and between Matthews International Funds, d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”), on behalf of the Appendix A-1 Funds (as defined in the Advisory Agreement (as defined below)), and Matthews International Capital Management, LLC (“Matthews”), a Delaware limited liability company and the investment adviser to each Appendix A-1 Fund. This Agreement is intended to memorialize a waiver by Matthews of certain fees otherwise payable to Matthews with respect to the Appendix A-1 Funds under that certain Investment Advisory Agreement, dated August 31, 2004, as amended from time to time (the “Advisory Agreement”), and that certain Administration and Shareholder Services Agreement, dated as of August 31, 2004, as amended from time to time (the “Shareholder Services Agreement”), each by and between the Trust and Matthews.

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