0001193125-23-127376 Sample Contracts

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 28th, 2023 • Matthews International Funds

This Amendment to Custody Agreement (this “Amendment”), effective as of April 28 2023, is made by and among Matthews International Funds d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”), the Bank of New York Mellon, a New York state chartered bank (“BNY Mellon”), and Matthews International Capital Management, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“MICM,” and together with the Trust and BNY Mellon, the “Parties”).

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SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2023 • Matthews International Funds

This Second Amendment to Distribution Agreement (this “Amendment”), effective as of April 28, 2023, is made by and between Matthews International Funds d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”), and Foreside Funds Distributors LLC, a Delaware limited liability company (“Foreside,” and together with the Trust, the “Parties”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 28th, 2023 • Matthews International Funds

THIS AGREEMENT, is made this 18th day of January, 2022, by and among Fidelity Rutland Square Trust II (the “Fidelity Trust”), a statutory trust organized under the State of Delaware, on behalf of itself and its current and future series as identified on Schedule A, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and each trust identified on Schedule B (each, an “Underlying Trust”), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and collectively the “Acquired Funds” and together with the Acquiring Funds, the “Funds”), and shall become effective on January 19, 2022 (the “Effective Date”).

AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 28th, 2023 • Matthews International Funds

This Amendment to Transfer Agency and Service Agreement (this “Amendment”), effective as of April 28, 2023, is made by and between Matthews International Funds d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”) and the Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon,” and together with the Trust, the “Parties”).

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2023 • Matthews International Funds

This Amendment to Investment Management Agreement (this “Amendment”), effective as of February 28, 2023, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“MICM” or the “Advisor”) and together with the Trust, the “Parties”).

AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 28th, 2023 • Matthews International Funds

This Amendment to Fund Administration and Accounting Agreement (this “Amendment”), effective as of April 28, 2023, is made by and among Matthews International Funds d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”), the Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), and Matthews International Capital Management, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“MICM,” and together with the Trust and BNY Mellon, the “Parties”).

MATTHEWS INTERNATIONAL CAPITAL MANAGEMENT, LLC Four Embarcadero Center, Suite 550 San Francisco, California 94111 April 28, 2023
Waiver of Etf Management Fee • April 28th, 2023 • Matthews International Funds

This letter agreement (this “Agreement”), effective as of April 28, 2023, is entered into by and between Matthews International Funds, d/b/a Matthews Asia Funds, a Delaware statutory trust (the “Trust”), on behalf of each specific series characterized as an active exchange traded fund that is listed on Exhibit A hereto, as may be amended from time to time (each such series, a “Matthews ETF”), and Matthews International Capital Management, LLC (“Matthews”), a Delaware limited liability company and the investment adviser to each Matthews ETF.

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2023 • Matthews International Funds

This Amendment to Investment Management Agreement (this “Amendment”), effective as of April 28, 2023, is made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“MICM,” and together with the Trust, the “Parties”).

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