As filed with the Securities and Exchange Commission on March 1, 2019
Securities Act of 1933 RegistrationNo. 333-09341
Investment Company Act of 1940 RegistrationNo. 811-07739
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-1A
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| | REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | | ☒ |
| | Pre-Effective Amendment No. | | ☐ |
| | Post-Effective Amendment No. 58 | | ☒ |
| | and/or | | |
| | REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | | |
| | Amendment No. 60 | | ☒ |
(Check appropriate box or boxes)
Harding, Loevner Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
400 Crossing Boulevard, Fourth Floor
Bridgewater, New Jersey 08807
(Address of Principal Executive Offices)
1-877-435-8105
(Registrant’s Telephone Number, including Area Code)
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Name and Address of Agent for Service: Marcia Y. Lucas, Esq. The Northern Trust Company 50 South LaSalle Street,B-7 Chicago, Illinois 60603 | | Copies to: Stephen H. Bier, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036-6797 |
It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended
EXPLANATORY NOTE
This Post-Effective Amendment No. 58 to the Registration Statement on FormN-1A (FileNo. 333-09341) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding certain exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 58 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on FormN-1A. This Post-Effective Amendment No. 58 does not change the form of the prospectuses and Statement of Additional Information relating to Post-Effective Amendment No. 57 filed electronically on February 28, 2019 with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 58 shall become effective upon filing with the SEC.
PART C: OTHER INFORMATION
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| (a) | | (1) | | Articles of Incorporation, dated July 31, 1996 (previously filed in Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (2) | | Articles Supplementary, dated August 4, 2005 (previously filed in Post-Effective Amendment No. 16 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (3) | | Articles Supplementary, dated March 19, 2007 (previously filed in Post-Effective Amendment No. 20 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (4) | | Articles Supplementary, dated May 21, 2008 (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (5) | | Articles Supplementary, dated September 8, 2009 (previously filed in Post-Effective Amendment No. 27 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (6) | | Articles of Amendment, dated September 8, 2009 (previously filed in Post-Effective Amendment No. 27 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (7) | | Articles Supplementary, dated October 11, 2011 (previously filed in Post-Effective Amendment No. 32 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (8) | | Articles of Amendment, dated October 11, 2011 (previously filed in Post-Effective Amendment No. 32 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (9) | | Articles Supplementary, dated February 26, 2014 (previously filed in Post-Effective Amendment No. 38 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (b) | | (10) | | Articles of Amendment, dated February 26, 2014 (previously filed in Post-Effective Amendment No. 38 to Registrant’s Registration Statement on FormN-1A) are incorporated herein by reference. |
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| (a) | | (11) | | Articles Supplementary, dated March 10, 2014 (previously filed in Post-Effective Amendment No. 40 to Registrant’s Registration Statement on FormN-1A) are incorporated herein by reference. |
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| (a) | | (12) | | Articles Supplementary, dated December 14, 2015 (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (13) | | Articles Supplementary, dated November 16, 2016 (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (14) | | Articles Supplementary, dated February 24, 2017 (previously filed in Post-Effective Amendment No.53 to Registrant’s Registration Statement on FormN-1A) are incorporated herein by reference. |
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| (a) | | (15) | | Articles of Amendment, dated February 24, 2017, (previously filed in Post-Effective Amendment No.53 to Registrant’s Registration Statement on FormN-1A) are incorporated herein by reference. |
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| (a) | | (16) | | Articles of Amendment, dated December 1, 2017, (previously filed in Post-Effective Amendment No. 55 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (a) | | (17) | | Articles of Amendment, dated February 25, 2019,, (previously filed in Post-Effective Amendment No. 57 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (b) | | | | By-laws, as amended March 8, 2013 (previously filed in Post-Effective Amendment No. 37 to Registrant’s Registration Statement on FormN-1A), are incorporated herein by reference. |
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| (c) | | | | Not applicable. |
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| (d) | | (1) | | Investment Advisory Agreement, dated August 26, 2009, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 27 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (d) | | (2) | | Amended Schedule B to Investment Advisory Agreement, effective November 1, 2015, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 44 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (3) | | Amended Schedule B to Investment Advisory Agreement, effective November 1, 2016, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (4) | | Amended Schedule B to Investment Advisory Agreement, effective March 1, 2017, between the Registrant and Harding Loevner LP, (previously filed in Post-Effective Amendment No.53 to Registrant’s Registration Statement on FormN-1A) are incorporated herein by reference. |
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| (d) | | (5) | | Investment Advisory Agreement, dated December 17, 2015, between the Registrant, on behalf of the International Equity Research Portfolio, and Harding, Loevner LP (previously filed in Post-Effective Amendment No. 44 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (d) | | (6) | | Investment Advisory Agreement, dated December 19, 2016, between the Registrant, on behalf of the Global Equity Research Portfolio and Emerging Markets Research Portfolio, and Harding, Loevner LP (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (d) | | (7) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated December 17, 2015, between the Registrant and Harding, Loevner LP (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (d) | | (8) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated February 29, 2016, between the Registrant and Harding Loevner, LP (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (d) | | (9) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated November 1, 2016, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (10) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated December 19, 2016, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (11) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated December 14, 2016, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 53 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (12) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated February 28, 2017, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 53 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (13) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated February 28, 2018, between the Registrant and Harding Loevner LP (previously filed in Post-Effective Amendment No. 55 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (d) | | (14) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated February 28, 2019, between the Registrant and Harding Loevner LP is filed herewith. |
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| (d) | | (15) | | Amendment to the Investment Advisory Agreement, dated December 17, 2015, between the Registrant, on behalf of the International Equity Research Portfolio, and Harding Loevner LP is filed herewith. |
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| (d) | | (16) | | Amendment to the Investment Advisory Agreement, dated December 19, 2016, between the Registrant, on behalf of the Global Equity Research Portfolio and Emerging Markets Research Portfolio, and Harding Loevner LP is filed herewith. |
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| (e) | | (1) | | Distribution Agreement, dated January 1, 2008 (previously filed in Post-Effective Amendment No. 22 to the Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (e) | | (2) | | Amendment, dated May 23, 2008, to Distribution Agreement between the Registrant and Quasar Distributors, LLC (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (e) | | (3) | | Second Amendment, dated December 17, 2015 to the Distribution Agreement between the Registrant and Quasar Distributors, LLC, (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (e) | | (4) | | Third Amendment, dated December 19, 2016, to the Distribution Agreement between the Registrant and Quasar Distributors, LLC (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (e) | | (5) | | Fourth Amendment, dated December 13, 2017, to the Distribution Agreement between the Registrant and Quasar Distributors, LLC (previously filed in Post-Effective Amendment No. 55 to Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (f) | | | | Not applicable. |
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| (g) | | (1) | | Custody Agreement, dated June 2, 2010, between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (g) | | (2) | | Amendment, dated December 17, 2015 to the Custody Agreement between the Registrant and The Northern Trust Company, (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (g) | | (3) | | Second Amendment, dated December 19, 2016 to the Custody Agreement between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (1) | | Fund Administration and Accounting Services Agreement, dated June 2, 2010, between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 31 to the Registrant’s Registration Statement onForm N-1A), is incorporated herein by reference. |
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| (h) | | (2) | | Amendment, dated December 17, 2015, to the Fund Administration and Accounting Services Agreement, dated June 2, 2010, between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (3) | | Second Amendment, dated December 19, 2016, to the Fund Administration and Accounting Services Agreement, dated June 2, 2010, between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (4) | | Third Amendment to the Fund Administration and Accounting Services Agreement, dated June 2, 2010, between the Registrant and The Northern Trust Company, (previously filed in Post-Effective Amendment No. 57 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (5) | | Transfer Agency and Service Agreement, dated June 2, 2010, between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (6) | | Amendment to the Transfer Agency and Service Agreement between The Northern Trust Company and the Registrant, dated as of December 18, 2012 (previously filed in Post-Effective Amendment No. 35 to the Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (7) | | Second Amendment, dated December 17, 2015, to the Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 43 to Registrant’s Registration Statement on FormN-1A) is incorporated herein by reference. |
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| (h) | | (8) | | Third Amendment to the Transfer Agency and Service Agreement, dated December 19, 2016, between the Registrant and The Northern Trust Company (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (h) | | (9) | | Fourth Amendment to the Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company, (previously filed in Post-Effective Amendment No. 57 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference.. |
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| (h) | | (10) | | Principal Financial Officer and Treasurer Services Agreement, dated September 8, 2010, between Registrant and Foreside Management Services, LLC (previously filed in Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (i) | | | | Opinion and Consent of Dechert LLP is incorporated herein by reference. |
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| (j) | | | | Consent of KPMG LLP is incorporated herein by reference. |
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| (k) | | | | None. |
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| (l) | | (1) | | Share Purchase Agreement, dated October 14, 1996, between Registrant and David R. Loevner for the International Equity Portfolio (previously filed inPre-Effective Amendment No.1 to Registrant’s Registration Statement onForm N-1A) is incorporated herein by reference. |
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| (l) | | (2) | | Share Purchase Agreement, dated October 14, 1996, between Registrant and David R. Loevner for the Emerging Markets Portfolio (previously filed inPre-Effective Amendment No. 1 to Registrant’s Registration Statement onForm N-1A) is incorporated herein by reference. |
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| (l) | | (3) | | Share Purchase Agreement, dated October 14, 1996, between Registrant and David R. Loevner for the Global Equity Portfolio (previously filed inPre-Effective Amendment No. 1 to Registrant’s Registration Statement on FormN-1A) is incorporated herein by reference. |
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| (m) | | (1) | | Amended Plan of Distribution with respect to the Investor Class, dated March 7, 2008, as most recently amended September 9, 2016 (previously filed in Post-Effective Amendment No. 50 to Registrant’s Registration Statement onForm N-1A) is incorporated herein by reference. |
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| (m) | | (2) | | Shareholder Servicing Agreement, with respect to the Investor Class (previously filed in Post-Effective Amendment No. 23 to Registrant’s Registration Statement on FormN-1A) is incorporated herein by reference. |
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| (m) | | (3) | | Shareholder Servicing Plan with respect to the Advisor Class, Institutional Class, Institutional II Class and Investor Class, dated March 22, 2005, as most recently amended March 8, 2013 (previously filed in Post-Effective Amendment No. 37 to Registrant’s Registration Statement on FormN-1A) is incorporated herein by reference. |
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| (m) | | (4) | | Amended Appendix A to the Shareholder Servicing Plan, dated December 19, 2016, (previously filed in Post-Effective Amendment No. 53 to Registrant’s Registration Statement on FormN-1A) is incorporated herein by reference. |
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| (m) | | (5) | | Amended Plan of Distribution with respect to the Investor Class, dated March 7, 2008, as most recently amended March 1, 2019 is filed herewith. |
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| (m) | | (6) | | Shareholder Servicing Plan with respect to the Advisor Class, Institutional Class, Institutional II Class and Investor Class, dated March 22, 2005, as most recently amended March 1, 2019 is filed herewith. |
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| (m) | | (7) | | Amended Appendix A to the Shareholder Servicing Plan, dated March 1, 2019 is filed herewith. |
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| (n) | | (1) | | Multiple Class Expense Allocation Plan (Rule18f-3), dated March 22, 2005, as most recently amended December 14, 2016, (previously filed in Post-Effective Amendment No. 53 to Registrant’s Registration Statement on FormN-1A) is incorporated herein by reference. |
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| (n) | | (2) | | Multiple Class Expense Allocation Plan(Rule 18f-3), dated March 22, 2005, as most recently amended March 1, 2019 is filed herewith. |
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| (o) | | | | Services Agreement, dated July 12, 2010, between the Registrant and Teachers Insurance and Annuity of America (previously filed in Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (p) | | (1) | | Code of Ethics of Harding Loevner LP and the Registrant, as amended February 5, 2010 and December 16, 2011 (previously filed in Post-Effective Amendment No. 33 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (q) | | (1) | | Power of Attorney on behalf of Carolyn N. Ainslie, Jennifer M Borggaard, William Chapman, II, R. Kelly Doherty, Charles W. Freeman, III, Samuel R. Karetsky, David R. Loevner, and Eric Rakowski (previously filed in Post-Effective Amendment No. 45 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (q) | | (2) | | Power of Attorney on behalf of Carolyn N. Ainslie, Christine C. Carsman, William Chapman, II, R. Kelly Doherty, Charles W. Freeman, III, Samuel R. Karetsky, David R. Loevner, and Eric Rakowski (previously filed in Post-Effective Amendment No. 53 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (q) | | (3) | | Power of Attorney on behalf of Carolyn N. Ainslie, Christine C. Carsman, Jill R. Cuniff, R. Kelly Doherty, Charles W. Freeman, III, Samuel R. Karetsky, David R. Loevner, and Eric Rakowski (previously filed in Post-Effective Amendment No. 55 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
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| (q) | | (4) | | Power of Attorney on behalf of Carolyn N. Ainslie, Christine C. Carsman, Jill R. Cuniff, R. Kelly Doherty, Charles W. Freeman, III, Samuel R. Karetsky, David R. Loevner, and Eric Rakowski (previously filed in Post-Effective Amendment No. 57 to Registrant’s Registration Statement on FormN-1A), is incorporated herein by reference. |
| Item 29. | Persons Controlled by or Under Common Control with the Registrant |
None.
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, the 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 the Registrant of expenses incurred or paid by a director, officer or controlling person of the 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 31. | Business and Other Connections of the Investment Adviser |
Harding Loevner LP (“Harding Loevner”) is a company organized under the laws of the State of Delaware and an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
The list required by this Item 31 of officers and directors of Harding Loevner, 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 set forth below and is included in Schedules A and D of Form ADV filed by Harding Loevner pursuant to the Advisers Act (SEC FileNo. 801-36845).
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Name | | Position(s) with Harding Loevner LP | | Other Substantial Business, Profession, Vocation or Employment |
Loevner, David R. | | Chairman, Chief Executive Officer and a member of the Executive Committee | | None |
Hallett, Simon | | Co-Chief Investment Officer and a member of the Executive Committee | | None |
Roll, Ferril | | Co-Chief Investment Officer,Analyst, Portfolio Manager and a member of the Executive Committee | | None |
Renzulli, Lori M. | | Chief Counsel and Chief Compliance Officer | | None |
Reiter, Richard T. | | President, Chief Operating Officer, and a member of the Executive Committee | | None |
Bellish, Aaron J. | | Chief Financial Officer and Board
Member | | None |
Simon, Brian D. | | General Counsel and Assistant Secretary | | None |
| Item 32. | Principal Underwriter |
The Registrant’s distributor, Quasar Distributors, LLC (“Quasar”), also acts as principal underwriter for the following investment companies:
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1919 Funds Abbey Capital Futures Strategy Fund AC One China Fund ACSI Funds Advantus Mutual Funds Advisors Asset Management Funds Aegis Funds Akre Funds Allied Asset Advisors Funds Alpha Architect Funds AlphaClone ETF Fund AlphaMark ETFs Altair Funds American Trust Amplify ETFs Angel Oak Funds Aptus ETF Argent Capital Funds Barrett Growth Fund Barrett Opportunity Fund Becker Value Equity Fund Bogle Investment Management Boston Common Funds Boston Partner Funds Bramshill Funds Bridge Builder Trust Bridges Investment Fund, Inc. Bright Rock Funds Brookfield Investment Funds Brown Advisory Funds BMT Investment Funds Buffalo Funds Campbell Funds CAN SLIM Select Growth Fund Capital Advisors Funds CBOE Vest Financial ETFs CG Funds Trust Change Finance, Inc. Chase Funds ClearShares ETF Coho Partners Coldstream Funds Congress Funds Convergence Funds Cove Street Capital Funds CrossingBridge Funds Cushing Mutual Funds | | First State Investment Funds Fort Pitt Capital Group, Inc. Fulcrum Funds Fund X Funds Gerstein Fisher Funds Glenmede Fund, Inc. Glenmede Porfolios GoodHaven Funds Great Lakes Funds Greenspring Fund Green Square Harding Loevner Funds Heitman Funds Hennessy Funds Trust Highmore Funds Hodges Mutual Funds Hood River Funds Horizon Investment Funds Hotchkis & Wiley Funds Huber Funds iM Global Partner Funds Infinity Q Funds Intrepid Capital Management IronBridge Funds Jackson Square Partners Jacob Funds, Inc. Jensen Funds Kirr Marbach Partners Funds, Inc Lawson Kroeker Funds LKCM Funds LHA Funds LoCorr Investment Trust Logan Capital Funds Loncar ETFs MainGate MLP Funds Marketfield Fund Marmont Funds Matrix Asset Advisors, Inc. Matson Money Funds MD Sass Miller Value Funds Monetta Trust Morgan Dempsey Funds Motley Fool Muhlenkamp Fund Muzinich Funds | | Permanent Portfolio Funds Pemberwick Funds Perritt Funds, Inc. PIA Funds Poplar Forest Funds Port Street Funds Premise Capital ETFs Primecap Odyssey Funds Prospector Funds Provident Mutual Funds, Inc. Pzena Funds Rareview Funds RBC Funds Trust Reinhart Funds RiverNorth Funds Rockefeller Funds Salt Financial Funds Scharf Funds Schneider Funds Semper Funds SerenityShares Shenkman Funds SIMS Total Return Fund SL Advisors ETF Smith Group Funds Snow Capital Family of Funds Soundwatch Fund Spyglass Funds StrongVest Summit Global Funds Thomas White Funds Thompson IM Funds, Inc. Tiedemann Funds TigerShares ETFs TorrayResolute Funds Tortoise Funds Trillium Funds TrimTabs ETF Tygh Capital Management USQ Funds USCA Shield Fund US Global ETFs Validea Funds Vert Global REITs |
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Cushing ETFs Davidson Funds Dearborn Funds Defiance Global ETFs Diamond Hill Distillate Capital ETF DoubleLine Funds Edgar Lomax Value Fund Equable Shares Equbot ETF Evercore Equity Fund Evermore Global Investors Trust Exponential ETFs Fiera Capital Funds First American Funds, Inc. | | Nationwide Funds Nicholas Funds Nuance Funds Oakhurst Funds Orinda Funds O’Shaughnessy Funds Osterweis Funds Otter Creek Funds Pension Partners Funds | | Vident Funds Villere & Co. Volshares Large Cap ETF Wasmer Schroeder Funds Weiss Multi-Strategy Funds Westchester Capital Funds Wisconsin Capital Funds, Inc. YCG Funds Zevenbergen Capital Investments Funds |
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(a) Quasar is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority. Quasar is located at 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202.
To the best of the registrant’s knowledge, the following is a list of the executive officers, directors and partners of Quasar. The business address for each of the executive officers and directors of Quasar, except Mrs. Zagrodnik, Messrs. Wolden and Strnad, is US Bancorp Fund Services, LLC, 777 E. Wisconsin Avenue, Milwaukee, Milwaukee, Wisconsin 53202. The business address for Mrs. Zagrodnik is U.S. Bank Global Funs Services, 622 N. Cass Street, Milwaukee, Wisconsin 53202. The business address for Mr. Wolden is US Bancorp Center, 800 Nicollet Mall, Minneapolis, MN 55402. The business address for Mr. Strnad is US Bancorp Fund Services, LLC, 10 West Market Street, Suite 830, Indianapolis, IN 46204.
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Name and Principal Business Address | | Positions and Offices With Principal Underwriter | | Positions and Offices |
| Teresa Cowan | | President , Board Member, Chairperson of the Board, General Securities Principal and FINRA Executive Officer | | None |
| Andrew M. Strnad | | Vice President and Secretary | | None |
| Jennifer Brunner | | Vice President,Co-Chief Compliance Officer | | None None |
| Susan LaFond | | Vice President, Treasurer,Co-Chief Compliance Officer | | None |
| Peter Hovel | | Chief Financial Officer, Financial Operations Principal | | None |
| Brett Scibner | | Assistant Treasurer | | None |
Thomas A. Wolden Joseph Neuberger Anita M. Zagrodnik Stephanie J. Fisher | | Assistant Treasurer Board Member Board Member Board Member | | None None None None |
(b) Not applicable.
| Item 33. | 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, Transfer Agent, Administrator and the office of the Chief Compliance Officer.
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| Investment Adviser | | Custodian, Transfer Agent and Administrator |
| Harding Loevner LP | | The Northern Trust Company |
400 Crossing Boulevard, Fourth Floor Bridgewater, New Jersey 08807 | | 50 South LaSalle Street Chicago, Illinois 60603 |
| Item 34. | Management Services |
Not applicable.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 58 to this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Bridgewater, State of New Jersey, on the 1st day of March, 2019.
| | |
| HARDING, LOEVNER FUNDS, INC. |
| |
| By: | | /s/ Richard T. Reiter |
| | Richard T. Reiter, President |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 58 to the Registrant’s Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| | | | | | |
| Signature | | | | Title | | Date |
| | | |
*/s/ David R. Loevner | | | | Director | | March 1, 2019 |
| David R. Loevner | | | | | | |
| | | |
*/s/ Carolyn N. Ainslie | | | | Director | | March 1, 2019 |
| Carolyn N. Ainslie | | | | | | |
| | | |
*/s/ Christine C. Carsman | | | | Director | | March 1, 2019 |
| Christine C. Carsman | | | | | | |
| | | |
*/s/ Jill R. Cuniff | | | | Director | | March 1, 2019 |
| Jill R. Cuniff | | | | | | |
| | | |
*/s/ Samuel R. Karetsky | | | | Director | | March 1, 2019 |
| Samuel R. Karetsky | | | | | | |
| | | |
*/s/ R. Kelly Doherty | | | | Director | | March 1, 2019 |
| R. Kelly Doherty | | | | | | |
| | | |
*/s/ Charles W. Freeman, III | | | | Director | | March 1, 2019 |
| Charles W. Freeman, III | | | | | | |
| | | |
*/s/ Eric Rakowski | | | | Director | | March 1, 2019 |
| Eric Rakowski | | | | | | |
| | | |
/s/ Richard T. Reiter | | | | President (Principal Executive Officer) | | March 1, 2019 |
| Richard T. Reiter | | | | | | |
| | | |
/s/ Charles S. Todd | | | | Chief Financial Officer and Treasurer | | March 1, 2019 |
| Charles S. Todd | | | | (Principal Financial Officer) | | |
| | | |
/s/ Marcia Y. Lucas | | | | | | |
| *Attorney-in-Fact | | | | | | |
| Dated: March 1, 2019 | | | | | | |
* AsAttorney-in-Fact pursuant to a Power of Attorney filed herewith.
HARDING, LOEVNER FUNDS, INC.
EXHIBIT INDEX
| | |
| No. | | Exhibit |
| (d)(14) | | Advisory Fee Waiver and Expense Reimbursement Agreement, dated February 28, 2019, between the Registrant and Harding Loevner LP. |
| (d)(15) | | Amendment to the Investment Advisory Agreement, dated December 17, 2015, between the Registrant, on behalf of the International Equity Research Portfolio, and Harding Loevner LP. |
| (d)(16) | | Amendment to the Investment Advisory Agreement between the Registrant, dated December 19, 2016, on behalf of the Global Equity Research Portfolio and Emerging Markets Research Portfolio, and Harding Loevner LP. |
| (m)(5) | | Amended Plan of Distribution with respect to the Investor Class, dated March 7, 2008, as most recently amended March 1, 2019. |
| (m)(6) | | Shareholder Servicing Plan with respect to the Advisor Class, Institutional Class, Institutional II Class and Investor Class, dated March 22, 2005, as most recently amended March 1, 2019. |
| (m)(7) | | Amended Appendix A to the Shareholder Servicing Plan, dated March 1, 2019. |
| (n)(2) | | Multiple Class Expense Allocation Plan(Rule 18f-3), dated March 22, 2005, as most recently amended March 1, 2019. |
