0001144204-14-063418.txt : 20141029 0001144204-14-063418.hdr.sgml : 20141029 20141028181942 ACCESSION NUMBER: 0001144204-14-063418 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20141029 DATE AS OF CHANGE: 20141028 EFFECTIVENESS DATE: 20141029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTHEWS INTERNATIONAL FUNDS CENTRAL INDEX KEY: 0000923184 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-196170 FILM NUMBER: 141178225 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 550 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 8007898742 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 550 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 0000923184 S000001033 MATTHEWS JAPAN FUND C000002791 Investor Class Shares MJFOX C000093225 Institutional Class Shares MIJFX 485BPOS 1 v392142_485bpos.htm 485BPOS

 

As filed with the Securities and Exchange Commission on October 28, 2014

 

Registration No. 333-196170

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM N-14

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

¨PRE-EFFECTIVE AMENDMENT NO.

 

xPOST-EFFECTIVE AMENDMENT NO. 1

 

MATTHEWS INTERNATIONAL FUNDS
(Exact Name of Registrant as Specified in Charter)

 

Four Embarcadero Center, Suite 550, San Francisco, CA 94111
(Address of Principal Executive Offices)

 

(415) 788-7553
(Registrant’s Telephone Number)

 

William J. Hackett, President

Four Embarcadero Center, Suite 550

San Francisco, CA 94111
(Name and Address of Agent for Service)

 

with copies to:

 

Timothy B. Parker, Vice President
Four Embarcadero Center
Suite 550
San Francisco, CA 94111		 David A. Hearth, Esq.
Paul Hastings LLP
55 Second Street
San Francisco, CA 94105

 

It is proposed that this Registration Statement will become effective immediately pursuant to Rule 485(b) under the Securities Act of 1933, as amended.

 

This filing is being made solely for the purpose of adding exhibits. No other part of the Registration Statement is amended or superseded hereby.

 

No filing fee is due because of reliance on Section 24(f) and Rule 24f-2 under the Investment Company Act of 1940.

  

Title of Securities Being Registered: Shares of beneficial interest.

   

 
 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 is being filed solely for the purpose of filing the final tax opinion as Exhibit 12 to this Registration Statement on Form N-14.

  

 
 

 

OTHER INFORMATION

 

Item 15. Indemnification

 

Section 10.2 of the Registrant’s Trust Instrument provides as follows:

 

10.2 Indemnification. The Trust shall indemnify each of its Trustees against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while as a Trustee or thereafter, by reason of his being or having been such a Trustee except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties, provided that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter of willful misfeasance, gross negligence or reckless disregard of duty, or the matter of bad faith had been adjudicated, it would in the opinion of such counsel have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled, provided that no person may satisfy any right of indemnity or reimbursement hereunder except out of the property of the Trust. The Trustees may make advance payments in connection with the indemnification under this Section 10.2, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification.

 

The Trust shall indemnify officers, and shall have the power to indemnify representatives and employees of the Trust, to the same extent that Trustees are entitled to indemnification pursuant to this Section 10.2.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in that Act and will be governed by the final adjudication of such issue.

 

Section 10.3 of the Registrant’s Trust Instrument, incorporated herein by reference as Exhibit 1 to Post-Effective Amendment No. 5, also provides for the indemnification of shareholders of the Registrant. Section 10.3 states as follows:

 

10.3 Shareholders. In case any Shareholder or former Shareholder of any Series shall be held to be personally liable solely by reason of his being or having been a shareholder of such Series and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets of the Series.

 

In addition, Registrant currently has a trustees’ and officers’ liability policy covering certain types of errors and omissions. In addition, the Registrant has entered into an Indemnification Agreement with each Trustee providing for indemnification and advancement of expenses consistent with the Registrant’s Trust Instrument and applicable state and federal statutes.

 

 
 

 

Item 16. Exhibits

 

Exhibit No.  

Exhibit Description

 

(References below are to the Trust’s Registration Statement on Form N-1A;

File Nos. 33-78960, 811-08510)

     
(1)   Trust Instrument and Certificate of Trust is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 5 on December 26, 1996.
     
(2)   By-Laws are incorporated herein by reference to and were filed electronically with Post-Effective Amendment No. 5 on December 26, 1996.
     
(3)   Not applicable.
     
(4)   Form of Agreement and Plan of Reorganization filed with Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14 on June 30, 2014, and incorporated herein by reference.
     
(5)   None other than as set forth in Exhibits 1 and 2.
     
(6)(a)   Form of Investment Advisory Agreement between Matthews International Funds and Matthews International Capital Management, LLC (“Matthews”) is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 16 on December 21, 2001.
     
(6)(b)   Investment Advisory Agreement between Matthews and Matthews International Funds on behalf of the Matthews Asia Pacific Fund dated October 31, 2003 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 20 on December 23, 2003.
     
(6)(c)   Investment Advisory Agreement between Matthews and Matthews International Funds on behalf of each series of the Trust dated August 1, 2004 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 22 on October 28, 2004.
     
(6)(d)   Amended Appendix A to the Investment Advisory Agreement between Matthews and Matthews International Funds dated August 12, 2005 to reflect the addition of the Matthews India Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 27 on October 31, 2005.
     
(6)(e)   Amended Appendix A to the Investment Advisory Agreement between Matthews and Matthews International Funds dated August 11, 2006 to reflect the addition of the Matthews Asia Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 29 on August 15, 2006.
     
(6)(f)   Amendment to the Investment Advisory Agreement between Matthews and Matthews International Funds dated August 31, 2007 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 32, effective April 29, 2008.
     
(6)(g)   Amendment to the Investment Advisory Agreement between Matthews and Matthews International Funds dated September 15, 2008 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 35 on September 15, 2008.
     
(6)(h)   Amended Appendix A to the Investment Advisory Agreement between Matthews and Matthews International Funds dated November 30, 2009 to reflect the addition of the Matthews China Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 39 on February 26, 2010.
     
(6)(i)   Amendment to the Investment Advisory Agreement between Matthews and Matthews International Funds dated May 19, 2011 to reflect the addition of the Matthews China Small Companies Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 46 on May 31, 2011.

  

 
 

 

(6)(j)   Amendment to the Investment Advisory Agreement between Matthews and Matthews International Funds dated November 30, 2011 to reflect the addition of the Matthews Asia Strategic Income Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.
     
(6)(k)   Amendment to the Investment Advisory Agreement between Matthews International Capital Management, LLC and Matthews International Funds dated April 30, 2013 to reflect the addition of the Matthews Asia Focus Fund and Matthews Emerging Asia Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(7)(a)   Underwriting Agreement for Matthews International Funds with PFPC Distributors, Inc., dated December 31, 2000, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 16 on July 16, 2001.
     
(7)(b)   Amended Schedule A to Underwriting Agreement for Matthews International Funds with PFPC Distributors, Inc., dated August 15, 2003 to reflect the addition of the Matthews Asia Pacific Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 20 on December 23, 2003.
     
(7)(c)   Amended Schedule A to Underwriting Agreement for Matthews International Funds with PFPC Distributors, Inc., dated August 12, 2005 to reflect the addition of the Matthews India Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 27 on October 31, 2005.
     
(7)(d)   Amended Schedule A to Underwriting Agreement for Matthews International Funds with PFPC Distributors, Inc., dated August 11, 2006 to reflect the addition of the Matthews Asia Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 29 on August 15, 2006.
     
(7)(e)   Form of Amended Schedule A to Underwriting Agreement for Matthews International Funds with PFPC Distributors, Inc., dated September 15, 2008 to reflect the addition of the Matthews Asia Small Companies Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 35 on September 15, 2008.
     
(7)(f)   Amended Schedule A to Underwriting Agreement for Matthews International Funds with PFPC Distributors, Inc., dated November 30, 2009 to reflect the addition of the Matthews China Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 39 on February 26, 2010.
     
(7)(g)   Underwriting Agreement between Matthews International Funds and BNY Mellon Distributors Inc. dated July 1, 2010, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 41 on August 27, 2010.
     
(7)(h)   Underwriting Agreement between Matthews International Funds and BNY Mellon Distributors Inc. is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 49 on September 15, 2011.
     
(7)(i)   Distribution Agreement between Matthews International Funds, Matthews and HMC Partners dated May 17, 2011 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 46 on May 31, 2011.

 

 
 

 

(7)(j)   Underwriting Agreement between Matthews International Funds and Foreside Funds Distributors LLC is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 52 on April 27, 2012.
     
(7)(k)   Amendment to Underwriting Agreement between Matthews International Funds and Foreside Funds Distributors LLC dated April 30, 2013 to reflect the addition of the Matthews Asia Focus Fund and Matthews Emerging Asia Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(8)   Not applicable.
     
(9)(a)   Custodian Agreement with Brown Brothers Harriman & Co. dated July 20, 2007 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 32 on April 29, 2008.
     
(9)(b)   Amended Appendix A to Custodian Agreement with Brown Brothers Harriman & Co. dated September 15, 2008 to reflect the addition of the Matthews Asia Small Companies Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 35 on September 15, 2008.
     
(9)(c)   Amended Appendix A to Custodian Agreement with Brown Brothers Harriman & Co. dated November 12, 2009 to reflect the addition of the Matthews China Dividend Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 38 on November 30, 2009.
     
(9)(d)   Amended Appendix A to Custodian Agreement with Brown Brothers Harriman & Co. dated May 19, 2011 to reflect the addition of the Matthews China Small Companies Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 46 on May 31, 2011.
     
(9)(e)   Amended Appendix A to Custodian Agreement with Brown Brothers Harriman & Co. dated November 30, 2011 to reflect the addition of the Matthews Asia Strategic Income Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.
     
(9)(f)   Futures Customer Account Agreement with HSBC Securities (USA) Inc. dated November 22, 2011 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.
     
(9)(g)   Amended Appendix A to Custodian Agreement with Brown Brothers Harriman & Co. dated April 30, 2013 to reflect the addition of the Matthews Asia Focus Fund and Matthews Emerging Asia Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(10)(a)(i)   12b-1 Plan is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 13 on December 20, 1999.
     
(10)(a)(ii)   Distribution Plan – Class A dated August 13, 2004 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 27 on October 31, 2005.
     
(10)(b)(i)   Multiple Class Plan is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 41 on August 27, 2010.
     
(10)(b)(ii)   Amended Appendix A to the Multiple Class Plan is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.

 

 
 

 

(10)(b)(iii)   Amended Appendix A to the Multiple Class Plan is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.
     
(11)(a)   Legal Opinion of Counsel is incorporated herein by reference to and was filed electronically with Post–Effective Amendment Nos. 13, 19, 17, 30, 35, 38, 46 and 50 on December 20, 1999, September 26, 2003, October 31, 2005, October 31, 2006, September 15, 2008, November 30, 2009, May 31, 2011, and November 29, 2011, respectively.
     
(11)(b)   Legal Opinion with respect to the Matthews Asia Focus Fund and Matthews Emerging Asia Fund, including Consent of Counsel, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(11)(c)   Legal Opinion and Consent of Richards, Layton & Finger, P.A., special Delaware counsel for Registrant filed electronically with the Registrant’s Registration Statement on Form N-14 (File No. 333-196170) on June 6, 2014.
     
(12)   Opinion and Consent of Paul Hastings LLP supporting tax matters and consequences filed herewith.
     
(13)(a)(i)   Investment Company Services Agreement for Matthews International Funds with FPS Services, Inc., dated October 1, 1997, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 8 on December 31, 1997.
     
(13)(a)(ii)   Amendment to Investment Company Services Agreement dated November 11, 1997, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 8 on December 31, 1997.
     
(13)(a)(iii)   Amendment to Investment Company Services Agreement, dated July 31, 1998, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 16 on December 21, 2001.
     
(13)(a)(iv)   Amendment to Investment Company Services Agreement, dated December 30, 1998, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 16 on December 21, 2001.
     
(13)(a)(v)   Amendment No. 3 to Investment Company Services Agreement, dated October 15, 1999, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 13 on December 20, 1999.
     
(13)(a)(vi)   Amendment to Investment Company Services Agreement, dated December 1, 1999, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 13 on December 20, 1999.
     
(13)(a)(vii)   Amendment to Investment Company Services Agreement, dated May 1, 2001, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 16 on December 21, 2001.
     
(13)(a)(viii)   Anti-Money Laundering and Privacy Amendment to Investment Company Services Agreement, dated July 24, 2002, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 18 on July 18, 2003.
     
(13)(a)(ix)   Amendment to Investment Company Services Agreement, dated August 1, 2002, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 18 on July 18, 2003.
     
(13)(a)(x)   Amendment to Investment Company Services Agreement, dated August 15, 2003 to reflect the addition of the Matthews Asia Pacific Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 20 on December 23, 2003.

 

 
 

 

(13)(a)(xi)   Customer Identification Services Amendment to Investment Company Services Agreement, dated October 1, 2003, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 20 on December 23, 2003.
     
(13)(a)(xii)   Amended and Restated Investment Company Services Agreement, dated June 1, 2004, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 27 on October 31, 2005.
     
(13)(a)(xiii)   Amended Schedule A to Investment Company Services Agreement, dated August 12, 2005 to reflect the addition of the Matthews India Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 27 on October 31, 2005.
     
(13)(a)(xiv)   Amended Schedule A to Investment Company Services Agreement, dated August 11, 2006 to reflect the addition of the Matthews Asia Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 29 on August 15, 2006.
     
(13)(a)(xv)   Amendment to Investment Company Services Agreement, dated May 8, 2007, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 32 on April 29, 2008.
     
(13)(a)(xvi)   Second Amended and Restated Investment Company Services Agreement, dated April 2, 2008, with effect from April 1, 2007 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 33 on June 18, 2008.
     
(13)(a)(xvii)   Services Standards related to the Second Amended and Restated Investment Company Services Agreement, dated April 2, 2008, with effect from April 1, 2007 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 33 on June 18, 2008.
     
(13)(a)(xviii)   Form of Amended Schedule A to Second Amended and Restated Investment Company Services Agreement, dated September 15, 2008, to reflect the addition of the Matthews Asia Small Companies Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 35 on September 15, 2008.
     
(13)(a)(xix)   Amended Schedule A to Second Amended and Restated Investment Company Services Agreement, dated November 30, 2009, to reflect the addition of the Matthews China Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 39 on February 26, 2010.
     
(13)(a)(xx)   Amended Schedule A to Second Amended and Restated Investment Company Services Agreement, to reflect the addition of the Matthews China Small Companies Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 48 on September 13, 2011.
     
(13)(a)(xxi)   Amended Schedule A to Second Amended and Restated Investment Company Services Agreement, to reflect the addition of the Matthews Asia Strategic Income Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.
     
(13)(a)(xxii)   Amendment to Second Amended and Restated Investment Company Services Agreement dated January 1, 2012 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 52 on April 27, 2012.

 

 
 

 

(13)(a)(xxiii)   Amended Schedule A to Second Amended and Restated Investment Company Services Agreement dated April 30, 2013 to reflect the addition of the Matthews Asia Focus Fund and Matthews Emerging Asia Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(13)(b)(i)   Shareholder Services Agreement between Matthews International Funds and Matthews dated April 17, 1998 and as amended April 3, 2002, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 18 on July 18, 2003.
     
(13)(b)(ii)   Amendment to Shareholder Services Agreement between Matthews International Funds and Matthews dated August 15, 2003 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 20 on December 23, 2003.
     
(13)(b)(iii)   Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated August 31, 2004 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 22 on October 28, 2004.
     
(13)(b)(iv)   Amended Schedule A to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated August 12, 2005 to reflect the addition of the Matthews India Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 27 on October 31, 2005.
     
(13)(b)(v)   Amended Schedule A to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated August 11, 2006, to reflect the addition of the Matthews Asia Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 29 on August 15, 2006.
     
(13)(b)(vi)   Amended Schedule B to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated August 11, 2006, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 30 on October 31, 2006.
     
(13)(b)(vii)   Amendment to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated August 31, 2007, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 32 on April 29, 2008.
     
(13)(b)(viii)   Amendment to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated September 15, 2008 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 35 on September 15, 2008.
     
(13)(b)(ix)   Amendment to Exhibit A to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated November 30, 2009 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 39 on February 26, 2010.
     
(13)(b)(x)   Amended Exhibit B to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated December 1, 2010 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 44 on April 29, 2011.
     
(13)(b)(xi)   Amendment to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated May 19, 2011 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 46 on May 31, 2011.
     
(13)(b)(xii)   Amendment to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated November 30, 2011 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.

 

 
 

 

(13)(b)(xiii)   Amendment to Administration and Shareholder Services Agreement between Matthews International Funds and Matthews dated April 30, 2013 to reflect the addition of the Matthews Asia Focus Fund and Matthews Emerging Asia Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(13)(c)(i)   Operating Expenses Agreement between Matthews International Funds and Matthews dated November 14, 2003 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 28 on April 28, 2006.
     
(13)(c)(ii)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated August 12, 2005 to reflect the addition of the Matthews India Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 28 on April 28, 2006.
     
(13)(c)(iii)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated August 11, 2006 to reflect the addition of the Matthews Asia Dividend Fund, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 29 on August 15, 2006.
     
 (13)(c)(iv)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated as of April 23, 2007, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 31 on April 30, 2007.
     
(13)(c)(v)   Amended Exhibit A to Operating Expenses Agreement between Matthews International Funds and Matthews dated September 15, 2008, to reflect the addition of the Matthews Asia Small Companies Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 35 on September 15, 2008.
     
(13)(c)(vi)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated as of April 29, 2009 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 36 on April 29, 2009.
     
(13)(c)(vii)   Amended Exhibit A to Operating Expenses Agreement between Matthews International Funds and Matthews dated November 30, 2009 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 39 on February 26, 2010.
     
(13)(c)(viii)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated May 19, 2011 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 46 on May 31, 2011.
     
(13)(c)(ix)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated November 30, 2011 is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on November 29, 2011.
     
(13)(c)(x)   Amendment to Operating Expenses Agreement between Matthews International Funds and Matthews dated April 30, 2013 to reflect the addition of the Matthews Asia Focus Fund and Matthews Emerging Asia Fund is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 55 on April 30, 2013.
     
(14)(a)   Consent of PricewaterhouseCoopers LLP filed with Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14 on June 30, 2014, and incorporated herein by reference.
     
(14)(b)   Consent of BBD, LLP filed with Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14 on June 30, 2014, and incorporated herein by reference.
     
(15)   None.

 

 
 

 

(16)   Powers of Attorney are incorporated herein by reference to and were filed electronically with the Registrant’s Registration Statement on Form N-14 (File No. 333-196170) on May 22, 2014.
     
(17)(a)   Prospectus and Statement of Additional Information of Nomura Partners Fund, Inc., with respect to The Japan Fund, dated January 28, 2014, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 50 on January 28, 2014.
     
(17)(b)   Prospectus and Statement of Additional Information of Matthews International Funds, with respect to the Matthews Japan Fund, dated April 30, 2014, is incorporated herein by reference to and was filed electronically with Post-Effective Amendment No. 57 on April 30, 2014.
     
(17)(c)   Annual Report to Shareholders of Nomura Partners Fund, Inc., with respect to The Japan Fund, for the fiscal year ended September 30, 2013, is incorporated herein by reference and was electronically filed on Form N-CSR on December 5, 2013.
     
(17)(d)   Annual Report to Shareholders of Matthews International Funds, with respect to the Matthews Japan Fund, for the fiscal year ended December 31, 2013, is incorporated herein by reference and was electronically filed on Form N-CSR on March 7, 2014.
     
(17)(e)   Form of Proxy Card filed was filed electronically with the Registrant’s Registration Statement on Form N-14 (File No. 333-196170) on June 6, 2014.
     
(17)(f)   Semi Annual Report to Shareholders of Nomura Partners Funds, Inc. with respect to The Japan Fund, for the fiscal period ended March 31, 2014, is incorporated herein by reference and was electronically filed on Form N-CSR on June 4, 2014.

 

Item 17. Undertakings.

 

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 28th day of October, 2014.

 

  Matthews International Funds
   
  By:

/s/ William J. Hackett

    William J. Hackett
    President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed below by the following persons in the capacities indicated on the 28th day of October, 2014.

 

Signature   Capacity   Date
         
/s/ William J. Hackett        
William J. Hackett   President and Principal Executive Officer   October 28, 2014
         
/s/ Shai Malka        
Shai Malka   Treasurer (Principal Financial and Accounting Officer)   October 28, 2014
         
/s/ Jonathan Zeschin*        
Jonathan Zeschin   Trustee   October 28, 2014
         
/s/ G. Paul Matthews*        
G. Paul Matthews   Trustee    October 28, 2014
         
/s/ Rhoda Rossman*        
Rhoda Rossman   Trustee   October 28, 2014
         
/s/ Toshi Shibano*        
Toshi Shibano   Trustee    October 28, 2014
         
/s/ Richard K. Lyons*        
Richard K. Lyons   Trustee    October 28, 2014

 

*By: /s/ John McGowan  
  John McGowan,  
  as attorney-in-fact and agent pursuant to  
  Power of Attorney filed previously  

 

*See Exhibit 16 herein for Powers of Attorney.

 

 
 

 

EXHIBIT INDEX

 

(12)Final Opinion of Counsel on tax matters

 

 

 EX-99.(12) 2 v392142_ex99-12.htm FINAL OPINION OF COUNSEL ON TAX MATTERS

 

Exhibit 12

 

[LETTERHEAD OF PAUL HASTINGS LLP]

 

October 20, 2014 27226.00011

 

Matthews Asia Funds

Four Embarcadero Center, Suite 550

San Francisco, California 94111

 

The Japan Fund

a series of Nomura Partners Funds, Inc.

4 Copley Place, 5th Floor

Boston, MA 02116

 

Re:Reorganization of The Japan Fund, a series of Nomura Partners Funds, Inc. into the Matthews Japan Fund, a series of the Matthews International Funds

 

Ladies and Gentlemen:

 

We have acted as counsel to the Matthews International Funds (the “Trust”), a Delaware statutory trust doing business as Matthews Asia Funds, on behalf of its series, Matthews Japan Fund (the “Acquiring Fund”), in connection with the reorganization of The Japan Fund (the “Target Fund”), a series of Nomura Partners Funds, Inc., a Maryland corporation, into the Acquiring Fund, in accordance with an Agreement and Plan of Reorganization (the “Plan”) dated as of June 6, 2014. Pursuant to the Plan, and in accordance with the Prospectus/Proxy Statement on Form N-14, (the “Registration Statement”) as filed with the Securities and Exchange Commission on July 3, 2014, of the Acquiring Fund (Registration No. 333-196170) the reorganization will consist of (i) the transfer of all of the assets of the Target Fund to the Acquiring Fund in exchange for Investor Class shares and Institutional Class shares of beneficial interest, par value per share $0.001, of the Acquiring Fund (the “Acquiring Fund Shares”), (ii) the assumption by the Acquiring Fund of all of the specified liabilities of the Target Fund, and (iii) the distribution, after the Closing Date of the Acquiring Fund Shares, pro rata to the shareholders of the specified class of shares of the Target Fund, and the termination, dissolution and complete liquidation of the Target Fund, as provided and all upon the terms and conditions set forth in the Plan (the “Reorganization”). This opinion is furnished to your pursuant to section 8.4 of the Plan.

 

Except as otherwise provided, capitalized terms not defined herein have the meanings set forth in the Plan. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).

 

We have acted as counsel to the Trust and the Acquiring Fund in connection with the Reorganization. For the purpose of rendering this opinion, we have examined originals, certified copies or copies otherwise identified to our satisfaction as being true copies of the original of the following documents (including all exhibits and schedules attached thereto):

 

 
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(a)the Plan;

 

(b)the Registration Statement;

 

(c)such other instruments and documents related to the formation, organization and operation of the Target Fund and the Acquiring Fund and related to the consummation of the Reorganization and the transactions contemplated thereby as we have deemed necessary or appropriate; and

 

(d)the certificates attached to this opinion as Exhibit A.

 

In connection with rendering this opinion, we have with your permission assumed, without any independent investigation or review thereof, the following:

 

1.That original documents (including signatures) are authentic; that documents submitted to us as copies conform to the original documents; and that there is (or will be on or prior to the Closing Date) due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof;

 

2.That all representations, warranties and statements made or agreed to by the Acquiring Fund and the Target Fund, and their management, employees, officers, directors and shareholders thereof in connection with the Reorganization, including but not limited to those set forth in the Plan (including the exhibits) and the certificates attached as Exhibit A are true and accurate at all relevant times; that all covenants contained in such documents are performed without waiver or breach of any material provision thereof; and that all individuals executing such documents, certificates, and instruments have the legal capacity to sign such documents on behalf of the respective fund.

 

Based on our examination of the foregoing items and subject to the limitations, qualifications, assumptions and caveats set forth herein, we are of the opinion that for federal income tax purposes:

 

(1)         The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, and the Target Fund and the Acquiring Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Code.

 

(2)         No gain or loss will be recognized by the Target Fund (i) upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Target Fund to its shareholders in liquidation, as contemplated in Section 1 hereof, except for (A) any gain or loss recognized on (1) “Section 1256 contracts” as defined in Section 1256(b) of the Code or (2) stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code for which a mark-to-market election has been made under Section 1296(a) of the Code, and (B) any other gain or loss required to be recognized by reason of the reorganization (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code;

 

 
Page 3

  

(3)         No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets transferred to it pursuant to this Agreement in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Target Fund;

 

(4)         The tax basis in the hands of the Acquiring Fund of the assets of the Target Fund transferred to the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately before the transfer, adjusted for any gain or loss required to be recognized as described in (2) above;

 

(5)         The Acquiring Fund’s holding periods with respect to the assets it receives from the Target Fund, will include the respective periods for which the assets were held or treated for federal income tax purposes as being held by the Target Fund;

 

(6)         Target Fund shareholders will recognize no gain or loss on the distribution of Acquiring Fund Shares to them in exchange for their Target Fund Shares;

 

(7)         The aggregate tax basis of the Acquiring Fund Shares that a Target Fund shareholder receives in connection with the transactions contemplated by this Agreement will be the same as the aggregate tax basis of Target Fund Shares exchanged therefor;

 

(8)         A Target Fund shareholder’s holding period for the Acquiring Fund Shares received pursuant to this Agreement will include the shareholder’s holding period of the Target Fund Shares exchanged therefor, provided that the shareholder held Target Fund Shares as a capital asset on the date of the exchange; and

 

(9)         The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder.

 

No opinion will be expressed as to the effect of the Reorganization on (i) the Target Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, (ii) any Target Fund Shareholder that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting, (iii) any gain or loss that may be recognized on “section 1256 contracts” as defined in section 1256(b) of the Code as a result of the closing of the tax year of the Target Fund, or (iv) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Target Fund.

 

Further, no opinion will be expressed as to the effect of the Reorganizations on (i) the taxable year of any shareholder of the Target Fund, (ii) the Target Fund or the Acquiring Fund with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code for which a mark-to-market election has been made under section 1296(a) of the Code, or personal holding company as defined in Section 542 of the Code, or (iii) any shares held as a result of or attributable to compensation for services by any person.

 

 
Page 4

  

This opinion does not address the various state, local or foreign tax consequences that may result from the Reorganization. We do not express any opinion concerning any laws of states or jurisdictions other than the federal law of the United States of America. No opinion is expressed as to the effect that the law of any other jurisdiction might have upon the subject matter of the opinion expressed herein under conflicts of laws principles or otherwise. In addition, no opinion is expressed as to any federal income tax consequence of the Reorganization except as specifically set forth herein, and this opinion may not be relied upon except by the Acquiring Fund and the Target Fund and their shareholders with respect to the consequences specifically discussed herein.

 

This opinion addresses only the tax consequences of the Reorganization expressly described above and does not address any tax consequence that might result to a shareholder in light of its particular circumstances, such as shareholders who are dealers in securities or who acquired their shares in connection with stock options or stock purchase plans or in other compensatory transactions.

 

No opinion is expressed as to any transaction other than the Reorganization as described in the Plan or to any other transaction whatsoever including the Reorganization if all the transactions described in the Plan are not consummated in accordance with the terms of the Plan and without waiver of any material provision thereof.

 

To the extent any of the representations, warranties, statements and assumptions material to our opinion and upon which we have relied are not complete, correct, true and accurate in all material respects at all relevant times, our opinion could be adversely affected and should not be relied upon.

 

This opinion represents our judgment as to the federal income tax consequences of the Reorganization and is not binding on the Internal Revenue Service or the courts. The conclusions are based on the Code, existing judicial decisions, administrative regulations and published rulings in effect as of the date that this opinion is dated. No assurance can be given that future legislative, judicial or administrative changes would not adversely affect the accuracy of the conclusions stated herein. Furthermore, by rendering this opinion, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws.

 

This opinion has been delivered to you for the purposes set forth in section 8.4 of the Plan and is solely for your benefit. We consent to the filing of this opinion with and as part of the Registration Statement. This opinion may not be relied upon by you for any other purpose or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any developments in areas covered by this opinion that occur after the date of this opinion.

 

Very truly yours,

 

/s/ PAUL HASTINGS LLP

 

PAUL HASTINGS LLP

 

 
Page 5

 

Exhibit A

 

 

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M``````````````$"!08'!`,($```!0,!!@0$!04````````#!`4&!P`!`A,0 M$3$T-0@P,A0W(!(S-B%!%1@PQX]BM9VCAE76L=MM%V?B596N=G;7*Z%Q/PR3;970P````````H/T M;]3.IF.<6+[!R*D;3/TGH:>J[#G"Q/Y<[CQ=9<;N;.Y+2Y*].&1#!]0 MFOV:XX.7Y\```````!#H``````````````&42P01,3O$P7,3I$J3:&LK()): M.W)PJ4:SJ!OZS%,Q@G6PY.4XQ,&S$(RGZ$I1*4VB0H--$T\_2K7ULPQ+/UFO^]9'B7MK*.VASJS@BA6C7'"2WI832:]K0V<%EDUU91R]9%B7EK* M`6A_ZR@UHVQO"")A_*2G]D<3%I-+)!:',K."*):-<.=6:4OI6\?YVKTO$B0@ MJ8>RLJW*.)BT"EM<;$UYY-D:TV)&ATITY@&-`[&=KG:UH#/+)W##`/`VN/1[2_)IZ6?U%"62;A1GW?$IW'T MP1<#O<7*WMI!/M-XT5QL%&*'2X1-*B/'##(1RV5Q')N!'C5D#QZVY%C1"DA. 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