As filed with the Securities and Exchange Commission on
November 6, 1996.
File Nos. 333-09431,811-7739
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. 2 X
Post-Effective Amendment No.
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. _2_ X
HARDING, LOEVNER FUNDS, INC.
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(Exact name of registrant as specified in charter)
600 FIFTH AVENUE, 26th FLOOR
NEW YORK, NEW YORK 10020
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(Address of principal executive offices)
Registrant's telephone number: 800-762-4848
WILLIAM E. VASTARDIS, Senior Vice President
AMT Capital Services, Inc.
600 Fifth Avenue, 26th Floor
New York, New York 10020
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(Name and address of agent for service)
With a copy to:
William Goodwin, Esq.
Dechert Price & Rhoads
477 Madison Avenue
New York, Ny 10022-5891
Approximate Date of Proposed Public Offering: As soon as practicable after
this Registration Statement becomes effective.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby elects to register an indefinite number of shares of Capital
Stock, $.001 par value per share, of all series of the Registrant, now
existing or hereafter created. The amount of the registration fee required by
Rule 24f-2 is $500.
HARDING, LOEVNER FUNDS, INC.
Registration Statement on Form N-1A
CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
Under the Securities Act of 1933
Form N-1A Item No. Location
Part A. Prospectus Caption
Item 1. Cover Page Cover Page
Item 2. Synopsis The Fund's Expenses
Item 3. Condensed Financial Financial Highlights
Information
Item 4. General Description
of Registrant Description of the Fund;
Investment Policies; Investment
Restrictions; Risks Associated
with the Fund's Investment
Policies and Investment
Techniques
Item 5. Management of the Fund Management of the Fund
Item 5A.Management's Discussion Not Applicable
of Fund Performance
Item 6. Capital Stock and Other Shareholder Information; Tax
Considerations; Dividends
Item 7. Purchase of Securities Purchase and Redemption of
Offered Shares; Offered Dividends;
Determination of Net Asset Value;
Distribution of Fund Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings Not Applicabl
N-1A Item No. Statement of Additional Information Caption
Part B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Organization of the Fund
Item 13. Investment Objectives and Policies Supplemental Descriptions of
Investments; Supplemental
Investment Techniques;
Supplemental Discussion of Risks
Associated With the Fund's
Investment Policies and
Investment Techniques; Investment
Restrictions
Item 14. Management of the Fund Management of the Fund
Item 15. Control Persons and Principal Not Applicable
Holders of Securities
Item 16. Investment Advisory and Other
Services Management of the Fund
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Securities Shareholder Information; Tax
Considerations;
Organization of the Fund
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered Net Asset Value
Item 20. Tax Status Tax Considerations
Item 21. Underwriters Distribution of Fund Shares
Item 22. Calculation of Performance Data Calculation of Performance Data
Item 23. Financial Statements Financial Statements
Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement
Part C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Schedules:
The financial statements, notes to financial statements and
reports set forth below are filed herewith by the Registrant,
and are specifically incorporated by reference in Part B.
- Report of Independent Auditors dated February 9, 1996
for the AMT Capital Fund, Inc.
- Statements of Net Assets dated December 31, 1995 for
the AMT Capital Fund, Inc.
- Statements of Operations for the year ended December
31, 1995 for the AMT Capital Fund, Inc.
- Statements of Changes in Net Assets for the years
ended December 31, 1995 and December 31, 1994 for the
AMT Capital Fund, Inc.
- Financial Highlights for the years ended December 31,
1995, December 31, 1994 and December 31, 1993 for the
AMT Capital Fund, Inc.
- (Unaudited) Statement of Net Assets dated June 30, 1996
for the AMT Capital Fund, Inc.
- (Unaudited) Statement of Operations for the six months
ended June 30, 1996 for the AMT Capital Fund, Inc.
- (Unaudited) Statements of Changes in Net Assets for
the six months ended June 30, 1996 for the AMT Capital
Fund, Inc.
- (Unaudited) Financial Highlights for the six months
ended June 30, 1996 for the AMT Capital Fund, Inc.
(b) Exhibits:
Exhibit Number Description
1(a) (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 (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 None
4(a) None
5(a) Advisory Agreement, dated October 14, 1996 between
the Registrant (International Equity Portfolio)
and Harding, Loevner Management, L.P. (previously
filed as Exhibit 5(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.
5(b) Advisory Agreement, dated October 14, 1996 between
the Registrant (Global Equity Portfolio) 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.
5(c) Advisory Agreement, dated October 14, 1996 between
the Registrant (Multi-Asset Global Portfolio) and
Harding, Loevner Management, L.P. (previously
filed as Exhibit 5(c) 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.
5(d) Advisory Agreement, dated October 14, 1996 between
the Registrant (Emerging Markets Portfolio) and
Harding, Loevner Management, L.P. (previously
filed as Exhibit 5(d) 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.
6(a) Distribution Agreement, dated October 14, 1996
between 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.
7 None
8 Form of Custodian Agreement, dated October 28,
1996 between Registrant and Investors Bank & Trust
Company (previously filed as Exhibit 8 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.
9(a) Administration Agreement, dated October 14, 1996
between 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.
9(b) Form of Transfer Agency Agreement, dated October
28, 1996 between Registrant and Investors Bank &
Trust Company (previously filed as Exhibit 9(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.
10 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.
11 Consent of Ernst & Young (previously filed as
Exhibit 11 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 None
13(a) Share Purchase Agreement, dated October 14, 1996
between Registrant and David R. Loevner for the
International Equity Portfolio (previously filed
as Exhibit 13(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.
13(b) Share Purchase Agreement, dated October 14, 1996
between Registrant and David R. Loevner for the
Emerging Markets Portfolio (previously filed as
Exhibit 13(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.
13(c) Share Purchase Agreement, dated October 14, 1996
between Registrant and David R. Loevner for the
Multi-Asset Global Portfolio (previously filed as
Exhibit 13(c) 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.
13(d) Share Purchase Agreement, dated October 14, 1996
between Registrant and David R. Loevner for the
Global Equity Portfolio (previously filed as
Exhibit 13(d) 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 None
15 Not Applicable
16 Performance Information Schedule (previously filed
as Exhibit 16 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.
Item 25. Persons Controlled by or Under Common Control with Registrant
Not Applicable.
Item 26. Number of Holders of Securities
Title of Class Number of Record Holders
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Global Equity Portfolio None
International Equity Portfolio 157
Emerging Markets Portfolio None
Multi-Asset Global Portfolio None
Item 27. 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. 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.
Item 28. Business and Other Connections of Investment Adviser
Harding, Loevner Management, L.P. (the "Investment Adviser") is a
limited partnership 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 28 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 29. Principal Underwriter
(a) In addition to Registrant, AMT Capital Services, Inc. ("AMT
Capital") currently acts as principal underwriter to FFTW
Funds, Inc., TIFF Investment Program, Inc., Holland Series
Fund, Inc. and AMT Capital Fund, Inc. AMT Capital is
registered with the Securities and Exchange Commission as a
broker/dealer and is a member of the National Association of
Securities Dealers, Inc.
(b) For each director or officer of AMT Capital Services, Inc.:
Name and Principal Position and Offices Position and Offices
Business Address with Underwriter with Registrant
Alan M. Trager Director, Chairman None
600 Fifth Avenue and Treasurer
26th Floor
New York, NY 10020
Carla E. Dearing Director, President Assistant Treasurer
600 Fifth Avenue
26th Floor
New York, NY 10020
Ruth L. Lansner Secretary None
Gilbert, Segall & Young
430 Park Avenue
11th Floor
New York, NY 10022
William E. Vastardis Senior Vice President Secretary
600 Fifth Avenue Treasurer
26th Floor
New York, NY 10020
Senior Vice President
(c) Not Applicable.
Item 30. Location of Accounts and Records
All accounts, book and other documents required to be maintained
by Section 31(a) of an Investment Company Act of 1940 and the
Rules (17 CFR 270.32a-l to 3la-3) promulgated thereunder will be
maintained by the following:
Accounting and Custodial Records - Investors Bank & Trust
Company, P.O. Box 1537, Boston, Massachusetts 02205-1537.
Dividend Disbursing Agent and Transfer Agent - Investors
Bank & Trust Company, P.O. Box 1537, Boston, Massachusetts
02205-1537.
Balance of Accounts and Records: AMT Capital Services, Inc.,
600 Fifth Avenue, 26th Floor, New York, New York 10020, and
Harding, Loevner Management, L.P., 50 Division Street, Suite
401, Somerville, N.J. 08876.
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Not Applicable
(b) Registrant hereby undertakes to file a post-effective
amendment, containing financial statements as of a reasonably
current date which need not be certified, within four to six
months from the effective date of the Fund's Registration
Statement.
(c) The Registrant undertakes to call a meeting of shareholders
for the purpose of voting upon the question of removal of one or
more of the Registrant's directors when requested in writing to
do so by the holders of at least 10% of Registrant's outstanding
shares, and in connection with such meeting, to assist in
communications with other shareholders in this regard, as
provided under Section 16(c) of the 1940 Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Somerville, State of New Jersey on the 6th day of
November, 1996.
HARDING, LOEVNER FUNDS, INC.
By: /s/ David R. Loevner
David R. Loevner, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement had been signed below by the following persons in the capacities
indicated on the 6th day of November 1996.
Signature Title
/s/ David R. Loevner
David R. Loevner Director and President (Principal
Executive, 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
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
EXHIBITS
TO
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND THE
INVESTMENT COMPANY ACT OF 1940
________________________________
HARDING, LOEVNER FUNDS, INC.
HARDING, LOEVNER FUNDS, INC.
EXHIBIT INDEX
There are no exhibits.
