As filed on October 11, 1996
Reg. No. 333-11319
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.___
Post-Effective Amendment No._1_
_________________________HARDING, LOEVNER FUNDS, INC._________________________
(Exact Name of Registrant as Specified in Charter)
______________600 Fifth Avenue, 26th Floor New York, New York 10020___________
(Address of Principal Executive Offices) (Zip Code)
______________________________(212) 332-5211__________________________________
(Registrant's Telephone Number, Including Area Code)
William E. Vastardis, Treasurer
Harding, Loevner Funds, Inc.
600 Fifth Avenue, 26th Floor
_____________________________New York, New York 10020 ________________________
(Name and Address of Agent for Service of Process)
Copies to: William Goodwin, Esq.
Dechert Price & Rhoads
477 Madison Avenue
New York, New York 10022
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 immediately upon filing
pursuant to paragraph (b) of Rule 485.
The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment Company
Act of 1940; accordingly no fee is payable herewith.
PART C
HARDING, LOEVNER FUNDS, INC.
INTERNATIONAL EQUITY PORTFOLIO
PART C. OTHER INFORMATION
Item 15. 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.
Item 16. Exhibits
(1) Articles of Incorporation, dated July 31, 1996 (previously filed
as Exhibit (1) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739)
and incorporated herein by reference.
(2) By-Laws (previously filed as Exhibit (2) to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A,
File Nos. 333-09341, 811-07739) and incorporated herein by reference.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization annexed hereto as
Appendix A.
(5) Not Applicable.
(6) Form of Investment Advisory Agreement between the Registrant and
Harding, Loevner Funds, Inc. (previously filed as Exhibit (6) to the
Registrant's Registration Statement on Form N-14, File No.333-11319),
and incorporated herein by reference.
(7) Form of Distribution Agreement between the Registrant and AMT
Capital Services, Inc. (previously filed as Exhibit (7) to the
Registrant's Registration Statement on Form N-14, File No. 333-
11319), and incorporated herein by reference.
(8) Not Applicable.
(9) Form of Custodian Agreement between the Registrant and Investors
Bank & Trust Company (previously filed as Exhibit (9) to the
Registrant's Registration Statement on Form N-14, File No. 333-
11319), and incorporated herein by reference.
(10) Not Applicable.
(11) Opinion and Consent of Dechert Price & Rhoads (previously filed
as Exhibit (11) to the Registrant's Registration Statement on Form
N-14, File No.333-11319), and incorporated herein by reference.
(12) Opinion of Dechert Price & Rhoads regarding certain tax matters
and consequences to shareholders to be filed.
(13)(a) Form of Transfer Agency and Service Agreement between the
Registrant and Investors Bank & Trust Company (previously filed as
Exhibit (13)(a) to the Registrant's Registration Statement on Form
N-14, File No.333-11319), and incorporated herein by reference.
13(b) Form of Administration Agreement between the Registrant and AMT
Capital Services, Inc. (previously filed as Exhibit (13)(b) to the
Registrant's Registration Statement on Form N-14, File No.333-11319),
and incorporated herein by reference.
(14) Consents of Ernst & Young LLP independent auditors for the
Current Portfolio and the AMT Capital Fund, Inc. filed herewith.
(15) There are no financial statements omitted pursuant to Item
14(a)(1).
(16) Not applicable.
Item 17. Undertakings
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. 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 (the "Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The Registrant hereby undertakes to file, by post-effective
amendment, an opinion of counsel or a copy of an IRS ruling
supporting the tax consequences of the proposed reorganization
within a reasonable time after receipt of such opinion or ruling.
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
statement pursuant to Rule 485 (b)and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somerville and State of New Jersey on the 22nd
day of October, 1996.
HARDING, LOEVNER FUNDS, INC.
By:/s/ David R. Loevner
David R. Loevner, President
(Principal Executive, Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement had been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/William E. Vastardis Secretary and October 22, 1996
William E. Vastardis Treasurer
/s/ * Director October 22, 1996
Jane A. Freeman
/s/ * Director October 22, 1996
Carl W. Shafer
/s/ * Director October 22, 1996
James C. Brady III
*Attorney-in-Fact /s/William E. Vastardis
INDEX TO EXHIBITS INCLUDED IN PART C
Exhibit 14 Consent of Ernst & Young LLP independent auditors for the
Current Portfolio and the AMT Capital Fund, Inc. filed
herewith.
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm, under the caption "Financial
Statements and Experts," and to the incorporation by reference of our report
dated February 9, 1996 in this Registration Statement (Form N-14
No. 333-11319) of Harding, Loevner Funds, Inc. In addition, we consent to
the reference to our firm under the captions "Independent Auditors" and
"Financial Statements" in the Statement of Additional Information in
Registration Statement (Form N-1A No. 33-66840, Post Effective Amendment
No. 8) of AMT Capital Fund, Inc. which is incorporated by reference in this
Registration Statement.
by: /s/ Ernst & Young LLP
Ernst & Young LLP
New York, New York
October 1, 1996
