| SECURITIES AND EXCHANGE COMMISSION | |||||||||
| Washington, DC 20549 | |||||||||
| FORM N1-A | |||||||||
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | þ | ||||||||
| Pre-Effective Amendment No. | o | ||||||||
| Post-Effective Amendment No. 24 | þ | ||||||||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | þ | ||||||||
| Amendment No. 26 | þ | ||||||||
| HARDING, LOEVNER FUNDS, INC. | |||||||||
| (Exact Name of Registrant as Specified in Charter) | |||||||||
200 Clarendon Street, 18th Floor | |||||||||
| Boston, Massachusetts 02116 | |||||||||
| (Address of Principal Executive Offices) (Zip Code) | |||||||||
| Registrant’s Telephone Number, Including Area Code: 1-877-435-8105 | |||||||||
| Tracie A. Coop | |||||||||
| State Street Bank and Trust Company | |||||||||
4 Copley Place, 5th Floor | |||||||||
| Boston, Massachusetts 02116 | |||||||||
| (Name and Address of Agent for Service) | |||||||||
| With a copy to: | |||||||||
| Jon S. Rand, Esq. | |||||||||
| Dechert | |||||||||
| 1095 Avenue of the Americas | |||||||||
| New York, NY 1036-6797 | |||||||||
| (legal counsel for the Fund) | |||||||||
| Approximate Date of Proposed Public Offering: | |||||||||
| As soon as practicable after this Registration Statement becomes effective. | |||||||||
| It is proposed that this filing will become effective: | |||||||||
þ | This form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933 and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-09341. | ||||||||
| If appropriate, check the following box: | |||||||||
o | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. | ||||||||
| Item 23. | Exhibits | |
| (a) | Articles of Incorporation, dated July 31, 1996 (previously filed in Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) are incorporated herein by reference. | |
| (a) | (1) | Articles Supplementary, dated August 4, 2005 (previously filed in Post-Effective Amendment No.16 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) incorporated herein by reference. |
| (a) | (2) | Articles Supplementary, dated March 19, 2007 (previously filed in Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) are incorporated herein by reference. |
| (a) | (3) | Articles Supplementary, dated May 21, 2008 (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) are incorporated herein by reference. |
| (b) | (1) | By-laws (previously filed in Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) are incorporated herein by reference. |
| (b) | (2) | Amended and Restated By-Laws (previously filed in the Post-Effective Amendment No.17 to the Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) are incorporated herein by reference. |
| (c) | Not applicable. | |
| (d) | (1) | Advisory Agreement, dated October 14, 1996, between the Registrant (International Equity Portfolio) and Harding, Loevner Management, L.P. (previously filed in Pre-Effective Amendment No.1 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (d) | (2) | Advisory Agreement, dated October 14, 1996, between the Registrant (Global Equity Portfolio) and Harding, Loevner Management, L.P. (previously filed in Pre-Effective Amendment No.1 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (d) | (3) | Advisory Agreement, dated October 14, 1996, between the Registrant (Emerging Markets Portfolio) and Harding, Loevner Management, L.P. (previously filed in Pre-Effective Amendment No.1 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (d) | (4) | Advisory Agreement between the Registrant (Institutional Emerging Markets Portfolio) and Harding, Loevner Management, L.P., dated July 25, 2005 (previously filed in Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (d) | (5) | Advisory Agreement between the Registrant (International Small Companies Portfolio) and Harding, Loevner Management, L.P. dated February 15, 2007 (previously filed in Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (d) | (6) | Advisory Agreement between the Registrant (Frontier Emerging Markets Portfolio) and Harding, Loevner Management, L.P., (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (e) | (1) | Distribution Agreement, dated January 1, 2008, (previously filed in Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (e) | (2) | Amendment to Distribution Agreement, between Registrant and Quasar Distributors, LLC, (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (f) | Not applicable. | |
| (g) | (1) | Custodian Agreement, dated June 10, 1999, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No.5 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (g) | (2) | Letter Amendment to the Custodian Agreement, dated April 15, 2003, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No.11 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (g) | (3) | Amendment to the Custodian Agreement between Registrant and State Street Bank and Trust Company (previously filed in Post-Effective Amendment No.12 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (g) | (4) | Amendment to the Custodian Agreement, dated December 7, 2006, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (g) | (5) | Amendment to the Custodian Agreement, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company), (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (h) | (1) | Administration Agreement, dated June 10, 1999, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No.5 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (h) | (2) | Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No.12 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (h) | (3) | Amendment to Administration Agreement, dated December 7, 2006, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (h) | (4) | Amendment to Administration Agreement, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company), (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (h) | (5) | Transfer Agency and Service Agreement, dated June 10, 1999, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No.5 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (h) | (6) | Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post –Effective Amendment No.12 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (h) | (7) | Amendment to Transfer Agency and Service Agreement, dated December 7, 2006, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N1-A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (h) | (8) | Amendment to Transfer Agency and Service Agreement, between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company), (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (h) | (9) | Anti-Money Laundering Agreement between Registrant and State Street Bank and Trust Company (formerly Investors Bank & Trust Company) (previously filed in Post-Effective Amendment No.18 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
| (i) | Opinion and Consent of Dechert LLP is filed herewith. | |
| (j) | (1) | Consent of KPMG (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
(j) | (2) | Power of Attorney on behalf of Raymond J. Clark, R. Kelly Doherty, Jane A. Freeman, David R. Loevner and Samuel R. Karetsky (previously filed in Post-Effective Amendment No.22 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739), is incorporated herein by reference. |
(k) | None. | |
| (l) | (1) | Share Purchase Agreement, dated October 14, 1996, between Registrant and David R. Loevner for the International Equity Portfolio (previously filed in Pre-Effective Amendment No.1 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (l) | (2) | Share Purchase Agreement, dated October 14, 1996, between Registrant and David R. Loevner for the Emerging Markets Portfolio (previously filed in Pre-Effective Amendment No.1 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (l) | (3) | Share Purchase Agreement, dated October 14, 1996, between Registrant and David R. Loevner for the Global Equity Portfolio (previously filed in Pre-Effective Amendment No.1 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (m) | (1) | Distribution Plan with respect to the Investor Class (previously filed in Post-Effective Amendment No.22 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (m) | (2) | Form of Shareholder Servicing Agreement with respect to the Investor Class (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (m) | (3) | Shareholder Servicing Plan with respect to the Investor Class (previously filed in Post-Effective Amendment No.14 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| (n) | Multiple Class Expense Allocation Plan (Rule 18f-3), (previously filed in Post-Effective Amendment No.22 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. | |
| (o) | None. | |
| (p) | (1) | Amended Code of Ethics of Harding, Loevner Management, L.P. and Harding, Loevner Funds, Inc. (previously filed in Post-Effective Amendment No.18 to Registrant’s Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739) is incorporated herein by reference. |
| Item 24. | Persons Controlled by or Under Common Control with Registrant | |||
| International Equity Portfolio | ||||
Wilmington Trust Company Trust AGT W/Longwood Gardens Inc. P.O. Box 8882 ATTN: Mutual Funds Wilmington, DE 18999 | 26.23% | |||
| International Small Companies Portfolio | ||||
| Name and Address of Beneficial Owner | Percent of Portfolio | |||
Charles Schwab & Co Inc. Special Custody Account for the Exclusive Benefit of Customers ATTN: Mutual Funds 101 Montgomery Street San Francisco, CA 94104 | 41.05% | |||
| Emerging Markets Portfolio | ||||
| Name and Address of Beneficial Owner | Percent of Portfolio | |||
Charles Schwab & Co Inc. Special Custody Account for the Exclusive Benefit of Customers ATTN: Mutual Funds 101 Montgomery Street San Francisco, CA 94104 | 70.22% | |||
| Item 25. | Indemnification | ||
| The Registrant shall indemnify directors, officers, employees and agents of the Registrant against judgments, fines, settlements and expenses to the fullest extent allowed, and in the manner provided, by applicable federal and Maryland law, including Section 17(h) and (i) of the Investment Company Act of 1940 (the “1940 Act”). In this regard, the Registrant undertakes to abide by the provisions of Investment Company Act Releases No. 11330 and 7221 until amended or superseded by subsequent interpretation of legislative or judicial action. | |||
| Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, Registrant understands that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the 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 itself is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. | |||
| Item 26. | Business and Other Connections of the Investment Adviser | ||
| Harding, Loevner Management, LP (the “Investment Adviser”) is a company organized under the laws of the State of New Jersey and it is an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”). | |||
| The list required by this Item 26 of officers and directors of the Investment Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by the Investment Adviser pursuant to the Advisers Act (SEC File No. 801-36845). | |||
| Item 27. | Principal Underwriter | ||
| (a) | Quasar Distributors, LLC also acts as principal underwriter for the following investment companies: | ||
| Academy Fund Trust | First American Funds, Inc. | Osterweis Funds | |
| ActivePassive Funds | Fort Pitt Capital Group, Inc. | Perkins Capital Management | |
| AIP - Underlying Funds Trust | Fund X Funds | Permanent Portfolio Funds | |
| AIP Alternative Strategies Funds | Fusion Funds, LLC | Perritt Opportunities Funds | |
| Akros Absolute Return Fund | Geneva Advisors All Cap Growth Fund | Phocas Financial Funds | |
| Al Frank Funds | Glenmede Fund, Inc. | PIA Funds | |
| Allied Asset Advisors Funds | Glenmede Portfolios | PIC Funds | |
| Alpine Equity Trust | Greenspring Fund | Portfolio 21 | |
| Alpine Income Trust | Grubb & Ellis | Primecap Odyssey Funds | |
| Alpine Series Trust | Guinness Atkinson Funds | Prospector Funds | |
| American Trust | Harding Loevner Funds | Prudent Bear Funds, Inc. | |
| Appleton Group | Hennessy Funds, Inc | Purisima Funds | |
| Ascentia Funds | Hennessy Mutual Funds, Inc. | Quaker Investment Trust | |
| Brandes Investment Trust | Hodges Funds | Rainier Funds | |
| Brandywine Blue Funds, Inc. | Hotchkis and Wiley Funds | Rigel Capital, LLC | |
| Brazos Mutual Funds | Huber Funds | Rockland Small Cap Growth Fund | |
| Bridges Investment Fund, Inc. | Intrepid Capital Management | Schooner Investment Group | |
| Bristlecone Value Fund | Jacob Internet Fund Inc. | Seascape Funds | |
| Buffalo Funds | Jensen Portfolio | Smead Value Fund | |
| Capital Advisors Funds | Julius Baer Funds | Snow Fund | |
| Chase Funds | Kensington Funds | Stephens Management Co. | |
| Cookson Peirce | Keystone Mutual Funds | Structured Investment Fund | |
| Counterpoint Select Fund | Kiewit Investment Fund L.L.L.P. | Summit Funds | |
| Country Funds | Kirr Marbach Partners Funds, Inc | Teberg Fund | |
| Cullen Funds | Leader Short Term Bond Fund | Thompson Plumb (TIM) | |
| Davidson Funds | LKCM Funds | Thunderstorm Mutual Funds | |
| Duncan-Hurst Funds | Marketfield Fund | TIFF Investment Program, Inc. | |
| Edgar Lomax Value Fund | Masters' Select Fund Trust | Tygh Capital Management | |
| Empiric Funds, Inc. | Matrix Asset Advisors, Inc. | USA Mutuals Funds | |
| Everest Funds | McCarthy Fund | Villere Fund | |
| Fairholme Fund | Monetta Fund, Inc. | Winslow Green Mutual Funds | |
| FFTW Funds, Inc. | Monetta Trust | Wisconsin Capital Funds, Inc. | |
| FIMCO Funds | MP63 Fund | WY Funds | |
| First Amer Investment Funds, Inc. | Muhlenkamp (Wexford Trust) | ||
| First Amer Strategy Funds, Inc. | Nicholas Funds | ||
| (b) | Information regarding Quasar Distributors, LLC is described in Schedule A of its Form BD as currently on file with the SEC, the text of which is hereby incorporated by reference. | |||
| CRD # on Form BD | ||||
| 103848 | ||||
| (c) | Not applicable | |||
| Item 28. | Location of Accounts and Records | |||
| All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of the Investment Adviser, the Custodian and the Administrator. | ||||
| Harding, Loevner Management, L.P. | ||||
| 50 Division Street, Suite 401 | ||||
| Somerville, NJ 08876 | ||||
| State Street Bank and Trust Company | ||||
| 200 Clarendon Street | ||||
| Boston, Massachusetts 02117-9130 | ||||
| Item 29. | Management Services | |||
| Not applicable. | ||||
| Item 30. | Undertakings. | |||
| Not applicable. | ||||
| HARDING, LOEVNER FUNDS, INC. | ||
| /s/ David R. Loevner | ||
| By: | ||
| David R. Loevner, President | ||
| Signature | Title | |
| /s/ David R. Loevner | Director and President | |
| David R. Loevner | ||
| */s/ Jane A. Freeman | Director | |
| Jane A. Freeman | ||
/s/ Puran Dulani | Chief Financial Officer and Treasurer | |
| Puran Dulani | ||
| */s/ Samuel R. Karetsky | Director | |
| Samuel R. Karetsky | ||
*/s/ Raymond J. Clark | Director | |
| Raymond J. Clark | ||
*/s/ R. Kelly Doherty | Director | |
| R. Kelly Doherty | ||
| /s/ Puran Dulani | ||
Puran Dulani * Attorney-in-Fact pursuant to a Power of Attorney filed as exhibit (j)(2) herewith. | ||
| No. | Exhibit |
| (i) | Opinion and Consent of Counsel |
Re: | Harding, Loevner Funds, Inc. |
| Post-Effective Amendment No. 23 to the | |
| Registration Statement on Form N-1A (“Registration Statement”) |
