EX-99.(D)(9) 26 v224209_ex99-d9.htm
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
 
This Amendment, dated as of May 19, 2011, made by and between Matthews International Funds (the “Trust”) and Matthews International Capital Management, LLC (“Matthews,” and together with the Trust, the “Parties”).
 
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Advisory Agreement, dated as of August 13, 2004, as amended August 12, 2005, August 11, 2006, August 31, 2007, September 15, 2008 and November 30, 2009, by and between the Trust and Matthews (the “Agreement”).
 
WITNESSETH THAT:
 
WHEREAS, the Parties originally entered into the Agreement, wherein Matthews agreed to provide certain services to the Trust; and
 
WHEREAS, the Parties wish to amend the Agreement to provide for the addition of a separate series of the Trust and to update certain series names.
 
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereto, intending to be legally bound, do hereby agree as follows:
 
1.            Section 8(a) of the Agreement shall be amended and restated in its entirety to read as follows:
 
 
(a)
The Appendix A-1 Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to the Appendix A-1 Funds pursuant to this Agreement, an annual investment management fee, not to exceed the per annum percentage of the average daily net asset value of the Appendix A-1 Funds’ shares, as set forth in the Fee Schedule attached hereto as Appendix B (the “A-1 Management Fee”), as may be amended in writing from time to time by the Trust and the Advisor. The Appendix A-2 Funds shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment management and advisory services furnished or provided to the Appendix A-2 Funds pursuant to this Agreement, an annual investment management fee as set forth on Appendix B hereto (the “A-2 Management Fee,” and together with the A-1 Management Fee, the “Investment Management Fee”). For purposes of calculating the Investment Management Fee pursuant to this Section 8(a), the “Appendix A-1 Funds” shall mean the Funds set forth on Part I of Appendix A hereto and the “Appendix A-2 Funds” shall mean the Funds set forth on Part II of Appendix A hereto.
 
2.            The addition of the Matthews China Small Companies Fund as set forth on the attached amended Appendix A.
 
3.            The Investment Management Fee Schedule shall be as set forth on the attached amended Appendix B.
 
 
 
 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement consisting of two typewritten pages, together with the updated Appendix A and Appendix B, to be signed by their duly authorized officers as of the day and year first above written.
 
MATTHEWS INTERNATIONAL FUNDS
  
MATTHEWS INTERNATIONAL CAPITAL
MANAGEMENT, LLC
     
By:
/s/ John P. McGowan
  
By:
/s/ William J. Hackett
Name:
John P. McGowan
  
Name:
William J. Hackett
Title:
Vice President
  
Title:
Chief Executive Officer
Date:
May 19, 2011
  
Date:
May 19, 2011
 
 
 
 
 
APPENDIX A
 
MATTHEWS INTERNATIONAL FUNDS
FUND SCHEDULE
 
(updated May 19, 2011)
 
PART I:
Fund
  
Effective Date
     
·
Matthews Asia Growth Fund
  
August 31, 2004
       
·
Matthews Asia Dividend Fund
  
August 11, 2006
       
·
Matthews Pacific Tiger Fund
  
August 31, 2004
       
·
Matthews Asian Growth and Income Fund
  
August 31, 2004
       
·
Matthews Asia Science and Technology Fund
  
August 31, 2004
       
·
Matthews China Dividend Fund
  
November 30, 2009
       
·
Matthews China Fund
  
August 31, 2004
       
·
Matthews India Fund
  
August 12, 2005
       
·
Matthews Japan Fund
  
August 31, 2004
       
·
Matthews Korea Fund
  
August 31, 2004

PART II
Fund
  
Effective Date
       
·
Matthews Asia Small Companies Fund
  
September 15, 2008
       
·
Matthews China Small Companies Fund
  
May 31, 2011

MATTHEWS INTERNATIONAL FUNDS
  
MATTHEWS INTERNATIONAL CAPITAL
MANAGEMENT, LLC
     
By:
/s/ John P. McGowan
  
By:
/s/ William J. Hackett
Name:
John P. McGowan
  
Name:
William J. Hackett
Title:
Vice President
  
Title:
Chief Executive Officer
Date:
May 19, 2011
  
Date:
May 19, 2011

 
 
 
 
APPENDIX B
 
MATTHEWS INTERNATIONAL FUNDS
INVESTMENT MANAGEMENT FEE SCHEDULE

(updated May 19, 2011)

The A-1 Management Fee for the A-1 Funds is as follows:

Portfolio Value of the Funds
  
Investment Management Fee as a Percent of
Portfolio Value of the Funds
   
(Not to Exceed)
     
$0 to $2 Billion
  
0.75% of average daily net assets
     
$2 Billion to $5 Billion
  
0.6834% of average daily net assets
     
Over $5 Billion
  
0.65% of average daily net assets

The A-2 Management Fee for the A-2 Funds is as follows: an investment management fee of 1.00% of average daily net assets.
 
MATTHEWS INTERNATIONAL FUNDS
  
MATTHEWS INTERNATIONAL CAPITAL
MANAGEMENT, LLC
     
By:
/s/ John P. McGowan
  
By:
/s/ William J. Hackett
Name:
John P. McGowan
  
Name:
William J. Hackett
Title:
Vice President
  
Title:
Chief Executive Officer
Date:
May 19, 2011
  
Date:
May 19, 2011