As filed on December 4, 1996
Reg. No. 333-13239
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._2_
___________________________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) 332-5210_________________________________
(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: Eric P. Nachimovsky
AMT Capital Services, Inc.
600 Fifth Avenue, 26th Floor
New York NY 10020
William Goodwin, Esq.
Dechert Price & Rhoads
477 Madison Avenue
New York, New York 10020
_____________________________________________________________________________
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. 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 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 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 Exchange (previously filed as
Exhibit (4) to the Registrant's Registration Statement on Form N-14,
filed on October 1, 1996, File No. Reg. No. 333-13239).
(5) Not Applicable.
(6) Investment Advisory Agreement between the Registrant and Harding,
Loevner Management, L.P. (previously filed as Exhibit (5)(b) 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.
(7) Distribution Agreement between the Registrant and AMT Capital
Services, Inc. (previously filed as Exhibit (6)(a) 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.
(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, filed on October 1,
1996, File No. Reg. No. 333-13239).
(10) Not Applicable.
(11) Opinion and Consent of Dechert Price & Rhoads (previously filed
as Exhibit (10) 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.
(12) Opinion of Dechert Price & Rhoads regarding certain tax matters
and consequences to shareholders (Filed herewith).
(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, filed on October 1, 1996, File No. Reg. No. 333-13239).
13(b) Administration Agreement between the Registrant and AMT Capital
Services, Inc. (previously filed as Exhibit (9)(a) 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.
(14) Consent of Ernst & Young LLP independent auditors for the GE
Portfolio (previously filed as Exhibit (14) to Post-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-14, filed on
November 6, 1996, File No. 333-13239).
(14)(a) Consent of Rothstein, Kass & Company, P.C. independent auditors
for the HLM Global Equity Limited Partnership (previously filed as
Exhibit 14(a) to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14, filed on November 6, 1996,
File No. 333-13239).
(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.
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
Registration 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 3rd day of December, 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 December 4, 1996.
Signature Title
/s/ David R. Loevner Director and President (Principal Executive,
David R. Loevner Financial and Accounting Officer)
/s/ William E. Vastardis
William E. Vastardis Secretary and Treasurer
/s/ *
Jane A. Freeman Director
/s/ *
Carl W. Schafer Director
/s/ *
James C. Brady III Director
* Attorney-in-Fact /s/William E. Vastardis
INDEX TO EXHIBITS INCLUDED IN PART C
Exhibit 14 Opinion of Dechert Price & Rhoads regarding certain tax matters
and consequences to shareholders.
DECHERT PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
November 29, 1996
HLM Global Equity Limited Harding, Loevner Funds, Inc.
Partnership 600 Fifth Avenue, 26th Floor
50 Division Street, Suite 401 New York, New York 10020
Somerville, New Jersey 08876
Ladies and Gentleman:
You have requested our opinion concerning certain federal income
tax matters in connection with the contemplated transfer of assets by HLM
Global Equity Limited Partnership ("Transferor") to Global Equity Portfolio
("Fund"), a separate series of Harding, Loevner Funds, Inc. ("HLF"), solely in
exchange for Shares of common stock ("Shares") of Fund.
HLF will be an open-end management investment company organized as
a Maryland corporation. HLF will be registered under the Investment Company
Act of 1940 (the "1940 Act") and will file a registration statement under the
Securities Act of 1933. The Shares of common stock of HLF will be divided
into separate series, each based on a particular portfolio of securities.
Fund will be one such newly formed series of HLF, which is treated as a
separate corporation for federal income tax purposes pursuant to Section
851(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and
which intends to qualify annually as a regulated investment company under
Subchapter M (Sections 851 et seq.) of the Code.
Harding, Loevner Management, L.P. will serve as the investment
adviser to Fund. AMT Capital Services, Inc. will serve as the principal
underwriter of Fund's Shares.
Transferor is a New Jersey limited partnership, the business of
which is to invest and reinvest its assets in securities and related
investments. Harding, Loevner Management, L.P., a New Jersey limited
partnership, is the general partner of Transferor.
For the business purposes of increasing liquidity and flexibility
through daily rather than monthly purchases and redemptions, simplifying tax
reporting and investor accounting, and obtaining economies of scale as a
result of a larger asset base, the following transaction will occur on
approximately the same date. Transferor will transfer all or nearly all of
its assets to Fund solely in exchange for Shares of Fund (the "Transfer").
The transferred assets may consist of stock, securities, cash and positions in
derivative instruments (for example, options, futures and forward contracts),
all of which are held in relation to Transferor's business as an investment
limited partnership. Transferor will then distribute the Fund Shares received
in the exchange to its partners in complete liquidation of Transferor.
Commencing with the date of the Transfer, Fund expects to offer
additional Shares for cash to the public, consistent with Fund's business as
an open-end investment company. Fund intends to sell additional Shares to the
public on an ongoing basis at a price equal to the net asset value per Share.
Fund has not and will not enter into any binding agreements for the sale of
its Shares prior to the Transfer and will not be able to anticipate and does
not and will not know the number of Shares, if any, that may be sold
subsequent to the Transfer.
You have represented that the following facts to be true:
(a) No stock or securities will be issued for services rendered to or
for the benefit of Fund in connection with the proposed
transaction, and no stock or securities will be issued for
indebtedness of Fund.
(b) None of the stock to be transferred by Transferor to Fund will be
"section 306 stock" within the meaning of Section 306(c) of the Code.
(c) The transfer of assets by Transferor to Fund is not the result of
the solicitation by a promoter, broker or investment house.
(d) Transferor will not retain any rights in the property being
transferred to Fund.
(e) The adjusted basis and the fair market value of the assets to be
transferred by Transferor to Fund will, in each instance, equal or
exceed the sum of the liabilities to be assumed by Fund plus any
liabilities to which the transferred assets are subject.
(f) The liabilities of Transferor to be assumed by Fund were incurred
in the ordinary course of business and are associated with the
assets to be transferred.
(g) There is no indebtedness between Fund and Transferor and there
will be no indebtedness created in favor of Transferor as a result
of the transaction.
(h) The Transfer and exchanges will occur under a plan agreed upon
before the transaction in which the rights of the parties are
defined.
(i) There is no plan or intention on the part of Fund to redeem or
otherwise reacquire any Shares or indebtedness to be issued in the
proposed transaction, other than in the normal course of Fund's
business as an open-end investment company under the 1940 Act.
(j) Taking into account any issuance of additional Shares of Fund, any
issuance of Shares for services, the exercise of any Fund stock
rights, warrants or subscriptions, a public offering of Fund
Shares, and the sale, exchange, transfer by gift or other
disposition of any Shares of Fund to be received in the exchange,
Transferor will be in "control" of Fund within the meaning of Code
Section 368(c) immediately after the transaction.
(k) Transferor will receive Shares approximately equal to the fair
market value of the property transferred by it to Fund.
(l) Fund will remain in existence and retain and use the property
transferred to it for investment purposes.
(m) There is no plan or intention by Fund to dispose of the
transferred property other than in the normal course of its
investment activities and its business as an open-end investment
company under the 1940 Act.
(n) Transferor and Fund will each pay their own expenses, if any,
incurred in connection with the proposed transaction.
(o) Fund will be an "investment company" within the meaning of Code
Section 351(e) and section 1.351-1(c)(1)(ii) of the Treasury
regulations.
(p) Transferor is not under the jurisdiction of a court in a title 11
or similar case (within the meaning of Code Section 368(a)(3)(A)),
and the Shares received in the exchange will not be used to
satisfy the indebtedness of Transferor as such a debtor.
(q) Fund will not be a "personal service corporation" within the
meaning of Code Section 269A.
(r) Transferor is not registered under the 1940 Act.
(s) Transferor will distribute the Fund Shares received in the
Transfer to its partners in proportion to their positive capital
account balances in complete liquidation of Transferor.
(t) Transferor will transfer a diversified portfolio of assets to
Fund. For this purpose, a portfolio of assets is diversified if
it satisfies Code Section 368(a)(2)(F)(ii), applying the relevant
provisions of Code Section 368(a)(2)(F) except that, in applying
Code Section 368(a)(2)(F)(iv), Government securities are included
in determining total assets, unless the Government securities are
acquired to meet Code Section 368(a)(2)(F)(ii).
In rendering our opinion, we have examined and relied upon but have
not independently verified the accuracy and completeness of the facts,
information, covenants and representations contained in the Combined
Prospectus/Proxy Statement of Transferor and HLF dated November 7, 1996 and
the Agreement and Plan of Exchange dated November 1, 1996 between HLF and
Transferor and such other documents as we have deemed necessary or appropriate
as a basis for our opinion. In addition, we have relied upon the accuracy of
certain representations contained in letters dated November 29, 1996 furnished
to us by Transferor and HLF on behalf of Fund. A copy of these letters is
attached. Where such statements and representations are made to the best
knowledge and belief of the person making such statement or representation, we
have assumed the facts to be as so stated and represented. We have also
assumed that the Transfer will be consummated in accordance with the Agreement
and Plan of Exchange. Our opinion is conditioned on the initial and
continuing accuracy of such facts, information, covenants, representations,
statements and assumptions.
In rendering our opinion, we have considered the applicable provisions
of the Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, and interpretive rulings as we have considered relevant. Statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change in the authorities upon which our opinion is based
could affect our conclusions.
Based solely upon the foregoing, we are of the opinion that under
current law for federal income tax purposes:
(1) No gain or loss will be recognized by Transferor upon the transfer
by Transferor to Fund of assets solely in exchange for Shares of Fund (Code
Section 351(a)).
(2) No gain or loss will be recognized by Fund on its receipt of the
assets from Transferor solely in exchange for Shares of Fund (Code Section
1032(a)).
(3) Fund's basis in each of the assets transferred to it from Transferor
will be equal to the basis in those assets in the hands of Transferor
immediately before the Transfer (Code Section 362(a)).
(4) Fund's holding period for each of the assets transferred to it from
Transferor will include the period for which Transferor held the transferred
asset (Code Section 1223(2)).
(5) Transferor's basis in the Shares received will be equal to the basis
of assets exchanged therefor reduced by the amount of liabilities assumed by
Fund or to which the assets transferred are subject (Code Section 358(a) and
(b)).
(6) Transferor's holding period in the Shares received will include
the holding period of the assets exchanged therefor, provided the assets are
held as capital assets by Transferor at the time of the Transfer (Code Section
1223(1)).
Except as set forth above, we express no opinion as to the
federal, state, local or foreign tax consequences of the Consolidation or of
any transactions related thereto. This opinion is solely for your benefit and
is not to be used, quoted, circulated or otherwise referred to without our
express written permission.
Very truly yours,
/s/ Dechert Price & Rhoads
