Underwriting Agreement for:

Matthews International Funds

Effective as of the closing of the sale of PNC Global Investment Servicing Inc. (“PGIS”), the indirect parent of PFPC Distributors, Inc. to THE BANK OF NEW YORK MELLON CORPORATION by THE PNC FINANCIAL SERVICES GROUP, INC., MATTHEWS INTERNATIONAL FUNDS d/b/a Matthews Asia Funds (the “Trust”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and BNY Mellon Distributors, Inc. (formerly known as PFPC Distributors, Inc.) (the “Distributor”) hereby enter into this Underwriting Agreement on terms identical to those of the Underwriting Agreement between the parties effective as of December 31,  2000,  as amended on August 12, 2005, August 11, 2006 and November 30, 2009 (the “Existing Agreement”) except as noted below.  Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

Unless sooner terminated as provided herein, this agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Trust’s board of trustees or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees who are not parties to this agreement and who are not interested persons (as defined in the 1940 Act) of any party to this agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Trust’s board of trustees, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by BNY Mellon Distributors, Inc. This agreement may be terminated with respect to one or more Funds, or with respect to the entire Trust. This agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

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IN WITNESS WHEREOF, the parties hereto have caused this Underwriting Agreement to be executed as of the day and year first above written.

MATTHEWS INTERNATIONAL FUNDS
By:	/s/ John McGowan
Name:	John McGowan
Title:	Vice President
Date:
BNY MELLON DISTRIBUTORS, INC.
By:	/s/ Tom Deck
Name:	Tom Deck
Title:	President
Date:	7-9-2010

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