As Filed on October 14, 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.___
___________________________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 thirty days after filing
pursuant to paragraph (a) of Rule 488.
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.
HARDING, LOEVNER FUNDS, INC.
FORM N-14
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Letters to Shareholders
Notice of Special Meeting
PART A
Combined Prospectus/Proxy Statement
PART B
Statement of Additional Information
PART C
Other Information
Signatures
Exhibit
HARDING, LOEVNER FUNDS, INC.
REGISTRATION STATEMENT OF FORM N-14
CROSS REFERENCE SHEET
N-14 Location in
Item No. Registration Statement
Part A: Information Required In
Prospectus/Proxy Statement
1. Beginning of Registration
Statement and Outside Front
Cover Page of Prospectus Cover Page; Cross Reference Sheet
2. Beginning and Outside Back
Cover Page of Prospectus Table of Contents
3. Synopsis Information and Risk
Factors Synopsis; Principal Risk Factors
4. Information About the
Transaction Synopsis; Proposal 1 and Comparative
Expense Table
5. Information About the Registrant
Synopsis; Principal Risk Factors;
Additional Information About Harding,
Loevner Funds, Inc. and Its Shares;
Preliminary Statement of Additional
Information; Miscellaneous;
Preliminary Prospectus of the shares
of International Equity Portfolio, a
portfolio of Harding, Loevner Funds, Inc.
6. Information About the Company
Being Acquired Synopsis; Principal Risk Factors;
Additional Information About AMT
Capital Fund, Inc. and Its Shares;
Miscellaneous; Current Prospectus of
HLM International Equity Portfolio, a
portfolio of AMT Capital Fund, Inc.
7. Voting Information Introduction and Voting Information;
Synopsis
8. Interest of Certain Persons
and Experts Introduction and Voting Information:
Proposal 1 The Plan of Reorganization
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters Not Applicable
Part B: Information Required In
Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
N-14
Item No. Location in
Registration Statement
12. Additional Information About
the Registrant Preliminary Statement of Additional
Information of The shares of
International Equity Portfolio, a
portfolio of the Harding, Loevner
Funds, Inc.
13. Additional Information About
the Company Being Acquired Current Statement of Additional
Information of HLM International
Equity Portfolio, a series of AMT
Capital Fund, Inc.
14. Financial Statements Current Annual Report of AMT
Capital Fund, Inc.
Part C. Other Information
15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
HLM International Equity Portfolio October 14, 1996
A Series of
AMT Capital Fund, Inc.
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
the HLM International Equity Portfolio (the "Current Portfolio"), an investment
portfolio of AMT Capital Fund, Inc. ("AMT Fund"), to be held on October 30,
1996 at 10:00 a.m. Eastern time at the offices of AMT Fund on the 26th floor,
located at 600 Fifth Avenue, New York, New York 10020.
At this meeting, shareholders will be asked to consider and take action on the
proposed reorganization (the "Reorganization") of the Current Portfolio as the
shares of the newly-formed International Equity Portfolio ("Successor
Portfolio") of Harding, Loevner Funds, Inc. ("HL Fund"). The formal Notice of
Special Meeting of the Shareholders and the Proxy Statement setting forth in
detail the matters to come before the meeting are attached, and a Proxy Card
is enclosed for you to complete and facsimile, telephone, or return in the
pre-addressed, postage-paid envelope provided.
IT IS IMPORTANT THAT YOU RETURN THE PROXY WHETHER OR NOT
YOU PLAN TO ATTEND THIS MEETING.
The proposed Reorganization provides that each shareholder of the Current
Portfolio will receive a number of shares of common stock in the Successor
Portfolio equal to the number of shares in the Current Portfolio each such
shareholder held. Also, as a part of the Reorganization, the Current
Portfolio will transfer all of its assets to the Successor Portfolio. The
investment objective, policies, restrictions, risk factors, and investment
approach of the Successor Portfolio are substantially similar to those of the
Current Portfolio. The new Investment Advisory Agreement is substantially
similar to the current Investment Advisory Agreement.
Harding, Loevner Management, L.P. ("HLM"), the investment adviser responsible
for the day-to-day investment management of the Current Portfolio, will serve
as investment adviser of the Successor Portfolio in which HLM will have the
same investment management discretion and decision-making authority over the
Successor Portfolio as it exercised over the Current Portfolio. AMT Capital
Services, Inc. will serve as administrator and distributor to the Successor
Portfolio.
The Board of Directors of AMT Fund believes that the proposed Reorganization
is in the best interests of the shareholders. The Reorganization will allow
Current Portfolio shareholders to continue to receive the same investment
management services of HLM. The investment advisory fee to be paid by the
Successor Portfolio will be the same as that currently paid by the Current
Portfolio, and until further notice from HLM, the total expense ratio of the
Successor Portfolio will not exceed the total expense ratio of the Current
Portfolio during its last fiscal year.
At its meeting on May 30,1996, the Board of Directors approved the proposed
Reorganization.
Again, whether or not you expect to attend the meeting, it is important that
your shares be represented. Therefore, we urge you to vote FOR each of the
proposals contained in the Combined Prospectus/Proxy Statement.
Sincerely,
Alan M. Trager
President
HLM INTERNATIONAL EQUITY PORTFOLIO
A Series of
AMT CAPITAL FUND, INC.
- -------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on October 30, 1996
- -------------------------------------------------------------------------------
A Special Meeting (the "Meeting") of the Shareholders of HLM International
Equity Portfolio (the "Current Portfolio"), a series of AMT Capital Fund,
Inc., a Maryland corporation ("AMT Fund"), will be held on October 30, 1996, at
10:00 a.m. Eastern time at the offices of AMT Fund on the 26th floor, located
at 600 Fifth Avenue New York, New York 10020, or at such adjourned time as may
be necessary for the holders of a majority of Current Portfolio's outstanding
shares to vote for the following purposes:
(1) To approve the proposed Agreement and Plan of Reorganization by and
between AMT Fund, on behalf of its Current Portfolio, and Harding, Loevner
Funds, Inc. ("HL Fund"), on behalf of its International Equity Portfolio (the
"Successor Portfolio"), providing for the transfer of all of the assets,
subject to all of the liabilities, of Current Portfolio in exchange for shares
of the Successor Portfolio (the "Successor Shares"), and the distribution of
such Successor Shares to the shareholders of Current Portfolio in complete
liquidation of Current Portfolio, as more fully described in the accompanying
Combined Prospectus/Proxy Statement; and
(2) To consider and act upon any other matters that may properly come before
the meeting and any adjournments thereof.
The Agreement and Plan of Reorganization, the transactions contemplated
thereby and related matters are described in the attached Combined
Prospectus/Proxy Statement. A copy of the Agreement and Plan of
Reorganization is attached as Appendix A to this Combined Prospectus/Proxy
Statement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE PROPOSAL
Only shareholders of record as of the close of business on October 1, 1996
will be entitled to vote at the meeting and any adjournments thereof.
YOUR COOPERATION IN PROMPTLY COMPLETING, SIGNING, FAXING, TELEPHONING, OR
RETURNING THE ENCLOSED PROXY WILL BE APPRECIATED.
By order of the Board of Directors,
Alan M. Trager
President
Place: 600 Fifth Avenue, 26th Floor, New York, New York 10020
Date: October 14, 1996
IMPORTANT: We urge you to sign, date and facsimile, telephone, or return your
proxy in the enclosed envelope which requires no postage and is intended for
your convenience. If you attend the meeting, you may vote your shares in
person.
HLM INTERNATIONAL EQUITY PORTFOLIO
A Series of
AMT CAPITAL FUND, INC.
600 Fifth Avenue, 26th Floor
New York, New York 10020
(212) 332-5211
HARDING, LOEVNER FUNDS, INC.
600 Fifth Avenue, 26th Floor
New York, New York 10020
(212) 332-5211
COMBINED PROSPECTUS/PROXY STATEMENT
____________________________
SOLICITATION OF PROXIES
This Combined Prospectus/Proxy Statement is furnished in connection with
the solicitation of proxies by the Board of Directors of AMT Capital Fund, Inc.
(the "AMT Fund") to be voted at a Special Meeting of Shareholders of the HLM
International Equity Portfolio (the "Current Portfolio") to be held on
October 30, 1996 at 10:00 a.m. Eastern time, at the offices of AMT Capital
Fund, Inc. on the 26th floor, located at 600 Fifth Avenue, New York, New York
10020, at any adjournment(s) thereof (the "Meeting").
The purpose of the Meeting is to consider an Agreement and Plan of
Reorganization (the "Reorganization Plan") among the AMT Fund, on behalf of
the Current Portfolio, an investment portfolio of AMT Fund, and Harding,
Loevner Funds, Inc. (the "HL Fund"), on behalf of the newly-formed
International Equity Portfolio (the "Successor Portfolio"), an investment
portfolio of HL Fund, that would effect the reorganization of the Current
Portfolio into the Successor Portfolio and certain transactions and other
actions contemplated thereby, as described below (the "Reorganization" or
"Proposal 1"). Pursuant to the Reorganization Plan, which has been approved
by the Board of Directors of AMT Fund, all of the assets of the Current
Portfolio would be acquired by the Successor Portfolio in exchange for shares
of common stock (the "Successor Shares") in the Successor Portfolio and the
assumption by Successor Portfolio of all of the liabilities of the Current
Portfolio. Such Successor Shares then would be distributed to Current
Portfolio shareholders at the rate of one IEP Share (or fraction thereof) for
each share (or fraction thereof) of common stock in the Current Portfolio.
As a result of the proposed transactions, each shareholder of the Current
Portfolio would receive a number of full or fractional Successor Shares equal
to the number of Current Portfolio shares owned by such Current Portfolio
shareholder at the time of the Reorganization. Such Successor Shares would
have an aggregate net asset value on the effective date of the Reorganization
equal to the aggregate net asset value of the Current Portfolio shares. A
copy of the form of the Reorganization Plan is set forth in Appendix A to
this Combined Prospectus/Proxy Statement.
AMT Fund and HL Fund are both open-end, diversified investment companies
(i.e., mutual funds) incorporated in the state of Maryland. The investment
policies and restrictions of the Successor Portfolio are substantially similar
to those of the Current Portfolio. Each of the Current Portfolio and
Successor Portfolio has the investment objective of seeking long-term capital
appreciation through investments in equity securities of companies based
outside the United States.
This Combined Prospectus/Proxy Statement, which should be retained for
future reference, sets forth concisely the information about Successor
Portfolio, HL Fund, Current Portfolio and AMT Fund, and the transactions
contemplated by the proposed Reorganization Plan, that an investor should know
before voting on the proposed Reorganization Plan. A copy of the preliminary
prospectus of the Successor Portfolio, dated August 1, 1996, is included with
this Combined Prospectus/Proxy Statement and is incorporated by reference
herein.
A preliminary statement of additional information regarding the Successor
Portfolio, dated August 1, 1996 is included with this Combined Prospectus/
Proxy Statement and has been filed with the Securities and Exchange Commission
(the "Commission"). Additional copies of this document may be
obtained without charge by contacting AMT Capital Services, Inc. located at
600 Fifth Avenue, 26th Floor New York, New York 10020 or by telephoning AMT
Capital Services, Inc. at 1-800-762-4848.
The prospectus and statement of additional information regarding the
Current Portfolio, each dated March 6, 1996, are incorporated by reference
herein. Additional copies of the prospectus and statement of additional
information of the Current Portfolio may be obtained without charge by
contacting AMT Capital Services, Inc. located at 600 Fifth Avenue, 26th Floor
New York, New York 10020 or by telephoning AMT Capital Services, Inc. at
1-800-762-4848.
A statement of additional information, dated October 14, 1996 relating to
the proposed transactions and other actions described in this Combined
Prospectus/Proxy Statement, including historical financial statements, is
included with this Combined Prospectus/Proxy Statement and is incorporated by
reference herein. Additional copies of this statement of additional information
may be obtained without charge by contacting AMT Capital Services, Inc. located
at 600 Fifth Avenue, 26th Floor New York, New York 10020 or by telephoning AMT
Capital Services, Inc. at 1-800-762-4848.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
__________________________
The date of this Combined Prospectus/Proxy Statement is October 14, 1996.
COMBINED PROSPECTUS/PROXY STATEMENT
TABLE OF CONTENTS
Page
Introduction and Voting Information
Special Meeting: Voting of Proxies; Adjournment
Synopsis
Proposal 1- Approval of the Proposed Agreement and Plan of
Reorganization
and the Transactions Contemplated Thereby.
The Proposed Reorganization
Costs and Expenses of the Reorganization
Continuation of Shareholder Accounts
Forms of Organization of AMT Fund and HL Fund
Operation of the Successor Portfolio Following the Reorganization
Purchases of Successor Shares
Redemptions
Exchanges
Dividends and Distributions
Advisory and Distribution Fees and Expenses
Investment Objective and Policies
Federal Income Tax Consequences of the Proposed Reorganization
Principal Risk Factors
Proposal 1- Approval of the Proposed Agreement and Plan of Reorganization
and the Transactions Contemplated Thereby.
Reasons for the Proposed Reorganization
Continuity of Portfolio Management
Constant Investment Advisory Fees
Comparative Expense Table
Federal Income Tax Consequences of the Proposed
Reorganization
Pro Forma Capitalization and Ratios
Summation
Description of HL Fund and the Successor Portfolio
Description of Investment Adviser
Description of Administrator
Description of Distributor and Distribution Arrangements
Comparative Information on Shareholder Rights
General
Shares
Management of the Affairs of HL Fund
Shareholder Meetings
Liability and Indemnification of Directors and Officers
Removal of Directors
Comparative Information on Investment Advisory Agreements
Additional Information about Harding, Loevner Funds, Inc. and the
International
Equity Portfolio
Additional Information About AMT Capital Fund, Inc. and the HLM International
Equity Portfolio
Miscellaneous
Available Information
Legal Matters
Financial Statements and Experts
Other Business
Proposals for Future Meetings
Part B
Statement of Additional Information for the International Equity Portfolio
Statement of Additional Information Table of Contents
Part C. Other Information
Indemnification
Exhibits
Signatures
Index to Exhibits Included in Part C
Appendix A: Agreement and Plan of Reorganization
HLM INTERNATIONAL EQUITY PORTFOLIO
A Series of
AMT CAPITAL FUND, INC.
600 Fifth Avenue, 26th Floor
New York, New York 10020
COMBINED PROSPECTUS/PROXY STATEMENT
Special Meeting of Shareholders to be
held on October 30, 1996.
_________________________
INTRODUCTION AND VOTING INFORMATION
- --------------------------------------------------------------------------------
Special Meeting: Voting of Proxies: Adjournment
This Combined Prospectus/Proxy Statement is being furnished to the
shareholders of the Current Portfolio in connection with the solicitation by
the Board of Directors of AMT Fund of proxies to be voted at a Special Meeting
of Shareholders of the Current Portfolio to be held on October 30, 1996 at
10:00 a.m. Eastern time, at the offices of AMT Fund on the 26th floor, located
at 600 Fifth Avenue, New York, New York 10020 and at any adjournment(s)
thereof. The purpose of the Meeting is to approve or disapprove the
Reorganization Plan by and between AMT Fund, on behalf of the Current
Portfolio, and HL Fund, on behalf of the newly-formed Successor Portfolio,
providing for the transfer of all of the assets, subject to all of the
liabilities, of Current Portfolio to the Successor Portfolio in exchange for
Successor Shares, and the distribution of such Successor Shares to the
shareholders of Current Portfolio in complete liquidation of the Current
Portfolio, as fully described hereafter in this Combined Prospectus/Proxy
Statement; and to consider and act upon any other matters that may properly
come before the meeting and any adjournments thereof.
Record holders of shares of common stock of the Current Portfolio at the
close of business on October 1, 1996, the record date, will be entitled to one
vote per share and proportionate fractional votes for fractional shares on all
business to be presented at the Meeting. On the record date, 17,486,244
shares of common stock of the Current Portfolio were outstanding and entitled
to be voted at the meeting. As of the record date there were six 5% beneficial
shareholders. The Bank of New York ("BNY"), as nominee, is the rcord holder of
2,441,060 (14.0%); The Children's Hospital of Philadelphia ("Children's") is the
record holder of 2,204,697 shares (12.6%); the Principia Corporation
("Principia") is the record holder of 1,332,627 shares (7.6%); Public Welfare
Foundation Inc. ("Public") is the record holder of 1,218,889 (7.0%); State
Street Bank & Trust Co. ("State Street"), trustee for Turlock Irrigation
District, is the record holder of 1,097,045 shares (6.3%); and The Hillman
Foundation Inc. ("Hillman") is the record holder of 913,432 shares (5.2%). BNY.
Children's, Principia, Public, State Street, and Hillman, may each be deemed
control persons of the Current Portfolio. The Adress of BNY is Mutual Fund/
Reorg. Dept., P.O. Box 1066, Wall Street Station, New York, NY 10268. The
address of Children's is 34th and Civic Center Blvd., Philadelphia, PA 19104.
The address of Principia is 13201 Clayton Road, St. Louis, Missouri 63131-1099.
The address of Public is 2600 Virginia Ave., NW, Suite 505, Washington, DC
20037-1977. The adress of State Street is P.O. Box 949, Turlock, CA 95381. The
address of Hillman is 2000 Grant Building, Pittsburg, PA 15219.
The enclosed form of proxy, if properly executed and returned, will be voted
in accordance with the choices specified thereon. Shareholders may telephone,
mail, facsimile or use other similar communication methods to vote their
shares. If no choice is specified with respect to a proposal, the proxy will
be voted in favor of the proposal being considered, and, in the discretion of
the proxies named in the proxy card, on any other matter properly brought
before the Meeting. The representation in person or by proxy of a majority of
the outstanding shares of Current Portfolio is necessary to constitute a
quorum for voting on the proposals herein. If a quorum is present at the
meeting, the approval of the Reorganization Plan will require the affirmative
vote of at least a majority of the outstanding shares of the Current
Portfolio. In the event that a quorum is present at the meeting but
sufficient votes to approve a proposal are not received, or if a quorum is not
present, an affirmative vote of the majority of shares represented at the
meeting for adjournment will cause the meeting to be adjourned to permit the
further solicitation of proxies. Such solicitation may be made by mail,
telephone, facsimile and other similar means. Such solicitations may be
conducted by, among others, officers and employees of the Fund, AMT Capital
Services, Inc. and Harding, Loevner Management, L.P. ("HLM") (collectively
referred to as the "Solicitors"). The cost of such solicitation, if any, will
be nominal.
As the meeting date approaches, certain shareholders of the Current Portfolio
may receive calls from the Solicitors if the AMT Fund has not yet received
their votes. Authorization to permit the Solicitors to execute proxies may be
obtained by telephonic or electronically transmitted instructions from
shareholders of the Current Portfolio. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. Management of the AMT Fund believes that these procedures are
reasonable designed to ensure that the identity of the shareholders casting
the vote is accurately determined and the voting instructions of the
shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Solicitors are
required to ask the shareholder for such shareholder's full name, address,
social security or employer identification number, title (if the person giving
the proxy is authorized to act on behalf of an entity, such as the
corporation), the number of shares owned and to confirm that the shareholder
has received the Proxy Statement in the mail. If the information solicited
agrees with the information provided to the Solicitors by the AMT Fund, the
Solicitors have the responsibility to explain the process, read the proposals
listed on the proxy card, and ask for the shareholder's instructions on each
proposal. The Solicitors, although he or she is permitted to answer questions
about the process, is not permitted to recommend to the shareholder how to
vote, other than read any recommendations set forth in the proxy statement.
The Solicitors will record the shareholder's instructions on the card. Within
72 hours, the Solicitors will send the shareholder a letter or mailgram to
confirm the shareholder's vote and asking the shareholder to call the
Solicitors immediately if the shareholder's instructions are not correctly
reflected in the confirmation.
If a shareholder wishes to participate in the Special Meeting of Shareholders,
but does not wish to give a proxy by telephone, such shareholder may still
submit the proxy card originally sent with the Proxy Statement or attend in
person. Any proxy given by a shareholder, whether in writing or by telephone,
is revocable. A shareholder may revoke the accompanying proxy or a proxy
given telephonically at any time prior to its use by filing with the AMT Fund
a written revocation or duly executed proxy bearing a later date. In
addition, any shareholder who attends the Meeting in person may vote by ballot
at the Meeting, thereby canceling any proxy previously given.
For purposes of establishing a quorum, abstentions and broker non-votes will
be treated as shares that are present. Broker "non-votes" are proxies
received by the Current Portfolio from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote on a particular matter. Abstentions and broker "non-
votes" are equivalent to a vote against the proposals.
The Reorganization Plan provides that the expenses of the Reorganization
including the costs and expenses incurred in the preparation and mailing of
the notice, this Combined Prospectus/Proxy Statement and the proxy, and
solicitation of proxies and the legal expenses of the Reorganization will be
borne by HLM.
The enclosed proxy is revocable by you at any time prior to the exercise
thereof by submitting a written notice of revocation or subsequently executed
proxy. Signing, faxing, voting by telephone or mailing the proxy will not
affect your right to give a later proxy or to attend the Meeting and vote your
shares in person.
This Proxy Statement, the Notice of Special Meeting of Shareholders and the
form of proxy are being first mailed to shareholders on or about October 14,
1996.
The Board of Directors of AMT Fund has unanimously approved, and recommends
that shareholders vote FOR, Proposal 1, Approval of the Agreement and Plan of
Reorganization and the transactions contemplated thereby described below.
SYNOPSIS
The following is a summary of certain information contained elsewhere in this
Combined Prospectus/Proxy Statement, the prospectuses of AMT Fund and HL Fund,
and the Reorganization Plan. AMT Fund shareholders should read this entire
Combined Prospectus/Proxy Statement carefully.
PROPOSAL 1:
APPROVAL OF THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
The Proposed Reorganization
Current Portfolio shareholders will be asked at the Meeting to vote upon and
approve the Reorganization Plan. The Reorganization Plan is set forth in
Appendix A to this Combined Prospectus/Proxy Statement. Pursuant to the
Reorganization Plan, the Current Portfolio, a series of AMT Fund, would
effectively be reorganized into the shares of the newly-formed Successor
Portfolio, a series of HL Fund. The Reorganization Plan sets forth the terms
and conditions under which the proposed transactions contemplated by the
Reorganization are to be consummated. The Board of Directors of AMT Fund,
including the "non-interested persons" of AMT Fund, as that term is defined in
Section 2(a)(19) of the 1940 Act (the "AMT Fund Independent Directors"), and
the Board of Directors of HL Fund including the "non-interested persons" of HL
Fund, as that term is defined in Section 2 (a)(19) of the 1940 Act (the "HL
Fund Independent Directors"), have unanimously approved the Reorganization
Plan.
The consummation of the transactions contemplated by the proposed
Reorganization is subject to a number of conditions set forth in the
Reorganization Plan, some of which conditions may be waived by AMT Fund (see
"The Proposed Reorganization-- Agreement and Plan of Reorganization" under
Proposal 1 below). Among the significant conditions (which may not be waived)
are (i) the receipt by AMT Fund and HL Fund of an opinion of counsel as to
certain Federal income tax aspects of the Reorganization (see "The Proposed
Reorganization--Federal Income Tax Consequences of the Proposed
Reorganization" under Proposal 1, below) and (ii) the approval of the
Reorganization Plan by the affirmative vote of the holders of at least a
Majority of the outstanding shares of the Current Portfolio. The
Reorganization Plan provides for the acquisition of all of the assets of the
Current Portfolio by the Successor Portfolio in exchange for Successor Shares
and the assumption by Successor Portfolio of all of the liabilities of the
Current Portfolio. The Successor Shares then would be distributed to the
Current Portfolio shareholders at a rate of one IEP Share (or fraction
thereof) for each Current Portfolio share (or fraction thereof) held. The
aggregate net asset value of a IEP Share received by an Current Portfolio
shareholder would be equal to the aggregate net asset value of a share of the
Current Portfolio immediately prior to the closing of the Reorganization. The
Reorganization is anticipated to occur on October 31, 1996, or such later
date as the parties may agree (the "Reorganization Closing Date").
For the reasons set forth below under "The Proposed Reorganization--Reasons
for the Proposed Reorganization" under "Proposal 1", AMT Fund's Board,
including all of the Independent Directors, has unanimously concluded that the
Reorganization would be in the best interest of the Current Portfolio and its
shareholders and that the interests of the existing Current Portfolio
shareholders would not be diluted as a result of the transactions contemplated
by the Reorganization. AMT Fund's Board, therefore, has submitted the
Reorganization Plan effecting the Reorganization for approval by the Current
Portfolio shareholders at the Meeting, and recommends the approval of the
Reorganization Plan.
Costs and Expenses of the Reorganization
The Reorganization Plan provides that HLM will bear all the costs and expenses
of the Reorganization of the Current Portfolio, including professional fees
and the costs of the Meeting, such as the costs and expenses incurred in the
preparation and mailing of the notice, this Combined Prospectus/Proxy
Statement, and the solicitation of proxies, which may include reimbursement to
broker-dealers and others who forward proxy materials to their clients. Such
costs and expenses to be paid by HLM will not result in an increase in
management or distribution fees payable by the Current Portfolio or the
Successor Portfolio (see "Advisory and Distribution Fees and Expenses" below).
Continuation of Shareholder Accounts
As a result of the proposed transactions contemplated by the Reorganization,
each Current Portfolio shareholder will cease to be a shareholder of the
Current Portfolio and, as described below, will receive Successor Shares at
the rate of one IEP Share (or fraction thereof) for each Current Portfolio
share (or fraction thereof) held on the Reorganization Closing Date, and the
Successor Shares will have an aggregate net asset value equal to the aggregate
net asset value of such shareholder's Current Portfolio shares as of the close
of business on the Reorganization Closing Date.
The Successor Portfolio will establish accounts for all Current Portfolio
shareholders containing the appropriate number of Successor Shares. Receipt
of Successor Shares by an Current Portfolio shareholder will be deemed to
authorize the Successor Portfolio and its agents to establish for the Current
Portfolio shareholder, with respect to the Successor Portfolio, all of the
same (i) account options, including telephone redemptions, if any, (ii)
dividend and distribution options, and (iii) options for payment that Current
Portfolio shareholders had elected previously with respect to the Current
Portfolio. Similarly, no further action will be necessary in order to
continue any retirement plan currently maintained by a Current Portfolio
shareholder, with respect to Successor Shares.
No fees will be imposed in connection with the issuance of Successor Shares to
the Current Portfolio shareholders pursuant to the Reorganization.
Forms of Organization of AMT Fund and HL Fund
Current Portfolio is an investment portfolio of AMT Fund, a Maryland
corporation and an open-end management investment company registered under the
1940 Act. The operations of AMT Fund and the Current Portfolio are governed
by the Articles of Incorporation and the By-Laws of AMT Fund, and by Maryland
Law, as applicable.
The Successor Portfolio is a series of HL Fund, a Maryland corporation
organized on July 31, 1996, and an open-end management investment company
registered under the 1940 Act. In addition, HL Fund has three other series:
the Global Equity Portfolio, the Emerging Markets Portfolio, and the Multi-
Asset Global Portfolio. The operations of the HL Fund and of the Successor
Portfolio are governed by the Articles of Incorporation and the By-Laws of HL
Fund, and by Maryland Law, as applicable.
The AMT Fund (including the Current Portfolio) and HL Fund (including the
Successor Portfolio) are also subject to the provisions of the 1940 Act, and
the rules and regulations of the Securities and Exchange Commission (the
"Commission") thereunder.
Operation of the Successor Portfolio Following the Reorganization
Upon consummation of the Reorganization, Successor Portfolio will operate in a
manner that is substantially similar to the current operation of the Current
Portfolio. The Successor Portfolio will be governed by the Board of Directors
and officers of HL Fund. Background information with respect to HL Fund's
directors and officers is set forth in Successor Portfolio's statement of
additional information, which is available upon request from AMT Capital
Services. The responsibilities, powers, and fiduciary duties of the directors
of HL Fund are substantially similar to those of the directors of AMT Fund.
HL Fund's directors supervise the business affairs and investments of the
Successor Portfolio, which will be managed on a daily basis by HLM who will
have the same investment management discretion and decision-making authority
over the new Successor Portfolio as it exercised over the Current Portfolio.
AMT Capital Services Inc. ("AMT Capital Services") will serve as administrator
and distributor to the Successor Portfolio. The investment objective,
policies, and restrictions of the Successor Portfolio will be substantially
similar to those of the Current Portfolio.
Purchases of Successor Shares
The Successor Shares have rights that are substantially similar to the shares
currently offered by Current Portfolio. For information regarding the terms
under which shares of the Successor Portfolio are offered and applicable
distribution charges, see "Purchase of Shares" in the preliminary prospectus
of the Successor Portfolio.
The Successor Portfolio will have AMT Capital Services serve as the
distributor pursuant to a Distribution Agreement (the "Distribution
Agreement") with HL Fund. The Distribution Agreement between HL Fund and AMT
Capital Services is substantially similar to the distribution agreement
between AMT Capital Services and the AMT Fund.
Redemptions
Successor Portfolio offers the same redemption rights and privileges currently
offered by the Current Portfolio, and such rights and privileges are subject
to the same restrictions and procedures currently prescribed by the Current
Portfolio. For information regarding redemption of Successor Portfolio shares,
see "Redemption of Shares" in the preliminary prospectus of the Successor
Portfolio.
Exchanges
Shares of the Successor Portfolio may be exchanged for shares of another
portfolio in the HL Fund based on the respective net asset values of the shares
involved in the exchange, assuming that shareholders wishing to exchange shares
reside in states where these mutual funds are qualified for sale. The IEP's
Portfolio minimum amounts of $100,000 would still apply. An exchange order is
treated the same as a redemption followed by a purchase.
Dividends and Distributions
The Successor Portfolio, similar to the Current Portfolio, will declare and pay
a dividend from its net investment income on an annual basis. The Successor
Portfolio will distribute its realized net short-term capital gains (i.e. with
respect to assets held one year or less) and net long-term capital gains (i.e.
with respect to assets held more than one year) at least annually by
automatically reinvesting (unless a shareholder has elected to receive cash)
such short-term or long-term capital gains in additional shares of the
Successor Portfolio at the net asset value on the ex-date of the distribution.
Advisory and Distribution Fees and Expenses
HLM, the current investment adviser to the Current Portfolio, will serve as
investment adviser to the Successor Portfolio, subject to the approval of the
Reorganization by Current Portfolio shareholders. HLM's current Investment
Advisory Agreement with the Current Portfolio is substantially similar to
HLM's Investment Advisory Agreement with the Successor Portfolio.
As described below under Proposal 1, the respective terms of the new
Investment Advisory Agreement and Distribution Agreement with respect to the
Successor Portfolio are substantially similar to those of the current
Investment Advisory Agreement and current Distribution Agreement for the
Current Portfolio. Accordingly, the aggregate contractual rates payable by
the Successor Portfolio for investment advisory services and distribution
services will remain the same under the new Investment Advisory Agreement and
Distribution Agreement, respectively.
Investment Objective and Policies
Upon consummation of the Reorganization, the investment objective, policies and
restrictions of the Successor Portfolio will be substantially similar to those
of the Current Portfolio. Accordingly, the objective of the Successor
Portfolio is to seek long-term capital appreciation through investments in
equity securities of companies based outside the United States. The investment
objective of the Successor Portfolio is a fundamental policy and may not be
changed without the approval of vote of at least a 1940 Act Majority of the
outstanding voting securities of the Successor Portfolio. As defined in the
Investment Act of 1940 (the "1940 Act"), the term "majority of the outstanding
voting securities" means the vote of the lesser of (i) 67% of the voting shares
of the Current Portfolio present in person or by proxy at a meeting where
more than 50% of the outstanding voting shares are present in person or by
proxy; or (ii) more than 50% of the outstanding voting shares of the Fund (a
"1940 Act Majority"). The investment objective, policies, and restrictions of
the Successor Portfolio and the investment risks are described under
"Investment Policies" in the preliminary prospectus of the Successor Portfolio
and under "Investment Restrictions" in the preliminary statement of additional
information of the Successor Portfolio.
Federal Income Tax Consequences of the Proposed Reorganization
The Successor Portfolio and the Current Portfolio will receive, as a condition
to the Reorganization, an opinion from Dechert Price & Rhoads, counsel to the
Successor Portfolio, to the effect that the proposed Reorganization will
constitute a tax-free reorganization within the meaning of Section 368(a) of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Accordingly,
no gain or loss generally will be recognized by the Successor Portfolio, the
Current Portfolio or their respective shareholders. For additional
information regarding the federal income tax consequences of the Proposed
Reorganization, see "The Proposed Reorganization--Federal Income Tax
Considerations of the Proposed Reorganization" under Proposal 1, below.
PRINCIPAL RISK FACTORS
Because the investment objective, policies, and restrictions of the Successor
Portfolio are substantially similar to those of the Current Portfolio, the
risks associated with the particular investment policies and strategies that
the Successor Portfolio and the Current Portfolio are authorized to employ
also are substantially similar. Investment in the Successor Portfolio
involves risks not associated with investments in securities issued by United
States entities and there is no assurance that the Successor Portfolio will
achieve its investment objective. For additional information regarding the
principal risk factors of investing in the Successor Portfolio, see "Risks
Associated with the Fund's Investment Policies and Investment Techniques" in
the preliminary prospectus of the Successor Portfolio.
PROPOSAL 1
APPROVAL OF THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
On May 30, 1996, the Board of Directors of AMT Fund, including all of the
Independent Directors, approved the Reorganization Plan, subject to approval
by the shareholders of Current Portfolio. The Reorganization Plan provides
for (a) the transfer of all of the assets and liabilities of the Current
Portfolio to the Successor Portfolio, subject to all of the liabilities of
Successor Shares, in exchange solely for Successor Shares, and (b) the
distribution by the Current Portfolio to its shareholders of Successor
Shares
in complete liquidation of the Current Portfolio.
As a result of the Reorganization, each shareholder of the Current Portfolio
will become a shareholder of the Successor Portfolio and will hold, immediately
after the Reorganization Closing Date, the same number of Successor Shares that
such shareholder held in the Current Portfolio immediately before the
Reorganization Closing Date. The investment objective, policies, restrictions,
risk factors, and investment approach of the Successor Portfolio will be
substantially similar to those of the Current Portfolio. The terms of the new
Investment Advisory Agreement are substantially similar to the current
Investment Advisory Agreement. Under the new Investment Advisory Agreement,
HLM will serve as investment adviser of the Successor Portfolio and will have
the same investment management discretion and decision-making authority over
the Successor Portfolio as it currently exercises over the Current Portfolio.
HL Fund is a registered investment company, organized as a corporation under
the laws of Maryland in 1996, with its principal place of business at 600
Fifth Avenue, 26th floor, New York, New York 10020. HL Fund offers four
portfolios, the Successor Portfolio, the Emerging Markets Portfolio, the
Global Equity Portfolio, and the Multi-Asset Global Portfolio, of which only
the Successor Portfolio is involved in the Reorganization. In the event that
shareholders of Current Portfolio do not approve the Reorganization Plan, the
Directors of AMT Fund will consider the alternatives available to them.
A copy of the Reorganization Plan is attached to this Combined
Prospectus/Proxy Statement as Appendix A, and the description of the
Reorganization Plan herein is qualified in its entirety by reference to
Appendix A.
Reasons for the Proposed Reorganization
Continuity of Investment Management. HLM has served as investment adviser to
Current Portfolio (and sub-adviser when the Current Portfolio was formerly the
International Equity Portfolio of AMT Fund) since its inception in May, 1994,
and has been primarily responsible for the day-to-day investment management of
the Current Portfolio and thus responsible for its current track record.
In light of the recent decision by the Directors of the AMT Fund to seek
alternative investment opportunities for its current shareholders, the
Reorganization allows current shareholders to continue to access the
investment management expertise of HLM. Consequently, the transition of HLM
from advising the Current Portfolio to advising the Successor Portfolio will
be uninterrupted.
Constant Investment Advisory Fees. Under the current Investment Advisory
Agreement between AMT Fund and HLM, the Current Portfolio pays HLM a monthly
fee at the annual rate of 0.75% of the average daily net assets of the Current
Portfolio. Under the new Investment Advisory Agreement between HL Fund and HLM
the Successor Portfolio will pay HLM a monthly fee at the annual rate of 0.75%
of the average daily net assets of the Successor Portfolio.
HLM has voluntarily agreed to reimburse the Current Portfolio for "Total Fund
Operating Expenses," in excess of 1.00% of its average net assets. HLM has
similarly voluntarily agreed to reimburse the Successor Portfolio for "Total
Fund Operating Expenses," in excess of 1.00% of its average net assets. As a
result and until further notice from HLM, the total expense ratio of the
Successor Portfolio will not be greater than that of the Current Portfolio for
its most recent fiscal year.
The following table and example provide a comparison of the annual operating
expenses (as a percentage of average net assets) the Current Portfolio
currently pays and the estimated amounts the Successor Portfolio would pay
following consummation of the Reorganization:
Comparative Expense Table
Annual Fund Operating Expenses
Current Portfolio Successor Portfolio
Existing Expense Estimated Expense
Investment Advisory Fees 0.7 0.75% 0.75%
Other Expenses-
including Administration Fees
(after reimbursement) 0.25% (a) 0.25% (a)
Total Operating Expenses (after
reimbursement) 1.00% (a) 1.00% (a)
(a) This amount reflects voluntary expense reimbursements as explained
hereinafter. Absent these voluntary expense reimbursements, the ratio of
"Other Expenses" to average net assets would have been 1.12% for the
Current Portfolio (of which 0.37% is "other expenses"), and is estimated to
be 1.12% for the Successor Portfolio.
Example
You would pay the following expenses on a $1,000 investment in each of the
Current Portfolio and the Successor Portfolio, assuming (1) 5% annual return
and (2) redemption at the end of each time period.
1 Year 3 Years 5 Years 10 Years
Current Portfolio $10 $32 $55 $122
Successor Portfolio $10 $32 $55 $122
These examples should not be considered a representation of future expenses or
performance. Actual operating expenses and annual returns may be greater or
less than those shown.
Federal Income Tax Consequences of the Proposed Reorganization. The Current
Portfolio and AMT Fund will receive, as a condition to the Reorganization, an
opinion from Dechert Price & Rhoads, counsel to the Successor Portfolio, to
the effect that, based on the facts, assumptions and representations of the
parties, for federal income tax purposes: (i) the acquisition by the
Successor Portfolio of substantially all of the assets of the Current
Portfolio in exchange solely for Successor Shares and the assumption by the
Successor Portfolio of the liabilities of the Current Portfolio, followed by
the distribution of such Successor Shares to the Current Portfolio
shareholders in exchange for their shares of the Current Portfolio in complete
liquidation of the Current Portfolio, will constitute a "reorganization"
within the meaning of Section 368(a) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and the Successor Portfolio and the Current
Portfolio will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code; (ii) no gain or loss will be recognized to the
Current Portfolio upon the transfer of substantially all of its assets to the
Successor Portfolio in exchange solely for Successor Shares and the assumption
by the Successor Portfolio of the liabilities of the Current Portfolio, or
upon the distribution to the target shareholders of such Successor Shares;
(iii) the basis of the assets of the Current Portfolio in the hands of the
Successor Portfolio will be, in each instance, the same as the basis of those
assets in the hands of the Current Portfolio immediately prior to the
Reorganization; (iv) the holding period of the assets of the Current Portfolio
in the hands of the Successor Portfolio will include the period during which
the assets were held by the Current Portfolio; (v) no gain or loss will be
recognized by the Successor Portfolio upon the receipt of the assets of the
Current Portfolio in exchange for Successor Shares; (vi) no gain or loss will
be recognized by the shareholders of the Current Portfolio upon the receipt of
Successor Shares solely in exchange for their shares of the Current Portfolio;
(vii) the basis of the Successor Shares received by the shareholders of the
Current Portfolio will be the same as the basis of the shares of the Current
Portfolio surrendered in exchange therefor; and (viii) the holding period of
the Successor Shares received by the shareholders of the Current Portfolio
will include the holding period of the shares of the Current Portfolio
surrendered in exchange therefore, provided that on the date of the exchange
the shares of the Current Portfolio were held as capital assets in the hands
of the shareholders of the Current Portfolio.
The foregoing is only intended to be a summary of the principal federal income
tax consequences of the Reorganization and should not be considered tax
advice. In addition, while it is believed that the foregoing is correct, it
is not certain that the U.S. Internal Revenue Service will agree with the
conclusions stated above. Shareholders of the Current Portfolio may wish to
consult their own tax advisers regarding the federal, state and local tax
consequences with respect to the foregoing matters and any other
considerations which may be applicable to the shareholders of the Current
Portfolio.
Pro Forma Capitalization and Ratios. The following table shows the
capitalization of the Current Portfolio and the Successor Portfolio separately
as of August 31, 1996 (unaudited), and combined in the aggregate on a pro
forma basis (unaudited), as of that date giving effect to the Reorganization:
Current Portfolio Successor Portfolio Pro Forma
Combined
Net Assets: $150,001,765 $0 $150,001,765
NetAssetValue
("NAV")
Per Share: $11.91 $0 $11.91
Shares Outstanding 12,595,908 0 12,595,908
The following table shows the ratio of expenses to average net assets and the
ratio of net investment income to average net assets of the Current Portfolio
and the Successor Portfolio separately for the year ended August 31, 1996
(unaudited), and combined in the aggregate on a pro forma basis (unaudited),
as of that date, giving effect to the Reorganization:
Current Portfolio Successor Portfolio Pro Forma
Combined
Ratio of
Expenses to
Average Net
Assets 1.00%(a) 0% 1.00%(a)
Ratio of Net
Investment
Income to
Average Net
Assets 2.21% 0% 2.21%
(a) This amount reflects voluntary expense reimbursements as explained
hereinafter. Absent these voluntary expense reimbursements, the ratio of
"Other Expenses" to average net assets would have been 1.12% for the
Current Portfolio (of which 0.37% is "other expenses"), and is estimated to
be 1.12% for the Successor Portfolio.
Summation. Based upon the foregoing, AMT Fund's Board of Directors has
determined that the Reorganization is in the best interests of the
shareholders of the Current Portfolio, and has determined further that the
interests of the shareholders will not be diluted as a result of the
Reorganization.
In reaching this conclusion, the Board of Directors of AMT Fund considered
many factors, including without limitation the following: the compatibility
of the investment objective, policies and restrictions of the Successor
Portfolio to the Current Portfolio; the advantages of continued access to
HLM's investment management skills; the capabilities and resources of the
other proposed service providers in the areas of administration, fund
accounting, transfer agency, custody, marketing and shareholder servicing, as
applicable; the expense ratios and available information regarding the fees
and expenses of the Current Portfolio and the Successor Portfolio as well as
similar funds; the terms and conditions of the Reorganization and whether
the
Reorganization would result in a dilution of shareholder interests; costs to
be incurred by the Current Portfolio and the Successor Portfolio in connection
with the Reorganization; tax consequences of the Reorganization; the
commitment of HLM and its affiliates to maintain and enhance the business of
the Successor Portfolio for the benefit of shareholders of the Successor
Portfolio, including former shareholders of the Current Portfolio; and
possible alternatives to the Reorganization, including the liquidation of the
Current Portfolio.
Description of HL Fund and the Successor Portfolio
The HL Fund, an open-end registered investment company, was incorporated in
the state of Maryland on July 31, 1996. The HL Fund and the Successor
Portfolio were organized specifically for the purpose of effectuating the
Reorganization of the Current Portfolio. Prior to the Reorganization Closing
Date, the Successor Portfolio will have no assets (other than a nominal
investment by David R. Loevner, as the sole initial shareholder of the
Successor Portfolio) and no liabilities. The investment objective, policies,
restrictions, risk factors, and investment approach of Successor Portfolio
will be substantially similar to those of the Current Portfolio at the
Reorganization Closing Date. The Successor Portfolio will be advised by HLM.
AMT Capital Services will serve as the administrator and distributor to the
Successor Portfolio.
The manner in which Successor Shares are distributed and the distribution
system will be substantially similar for the Current Portfolio. In addition,
dividends on Successor Shares are anticipated to be declared and paid on the
same basis and at the same times as dividends are paid to shareholders of the
Current Portfolio. Further, all rights, privileges and obligations of
shareholders existing immediately prior to the reorganization are
substantially similar in all material respects to those which shareholders
will be entitled as shareholders of the Successor Portfolio.
Description of Investment Adviser
HLM, established in 1989, is a registered investment adviser that specializes
in global investment management for private investors and institutions. HLM
currently has approximately $1 billion in assets under management. HLM is
located at 50 Division Street, Suite 401, Somerville, NJ 08876. HLM manages
assets for several other registered investment companies.
Subject to the direction and authority of the Fund's Board of Directors, HLM
provides investment advisory services to the Current Portfolio pursuant to the
Investment Advisory Agreement dated June 13, 1995. Under the Investment
Advisory Agreement, HLM is responsible for providing investment research and
advice, determining which portfolio securities shall be purchased or sold by
the Current Portfolio, purchasing and selling securities on behalf of the
Current Portfolio and determining how voting and other rights with respect to
the portfolio securities of the Current Portfolio are exercised in accordance
with Current Portfolio's investment objective, policies, and restrictions. HLM
also provides office space, equipment, and personnel necessary to manage the
Current Portfolio.
HLM would provide such investment management services to the Successor
Portfolio as it currently provides to the Current Portfolio if Current
Portfolio shareholders vote to approve the Reorganization.
Description of Administrator
AMT Capital Services will serve as the administrator to the Successor
Portfolio pursuant to an Administration Agreement with HL Fund, on behalf of
the Successor Portfolio, which is substantially similar in all material
respects to the current Administration Agreement AMT Capital Services has with
the Current Portfolio.
AMT Capital Services will provide administrative services to, and assist in
managing and supervising all aspects of, the general day-to-day business
activities and operations of the Successor Portfolio other than investment
advisory activities, including oversight of custodial, transfer agency,
dividend disbursing, accounting, auditing, compliance and related services.
AMT Capital Services presently performs such administrative services as
administrator responsible for managing all aspects of the Current Portfolio's
operations. As administrator to the Current Portfolio, it focuses on
selecting, managing, and replacing, if necessary, the other service providers
to secure the best services at the best prices available on the market.
Founded in early 1992, AMT Capital Services is a registered broker-dealer
whose senior managers are former officers of Morgan Stanley and The Vanguard
Group, where they were responsible for the administration and distribution of
The Pierpont Funds, a $5 billion fund complex now owned by J.P. Morgan, and
the private label administration group of Vanguard, which administered over
$10 billion in assets in the aggregate for 45 portfolios.
Description of Distributor and Distribution Arrangements
AMT Capital Services will also serve as the distributor to the Successor
Portfolio under the Distribution Agreement with HL Fund. HL Fund's
Distribution Agreement relating to the Successor Shares is substantially
similar in all material respects to AMT Fund's Distribution Agreement
currently in place for the Current Portfolio.
Comparative Information on Shareholder Rights
General. AMT Fund and HL Fund are both Maryland corporations. AMT Fund is an
open-end registered investment company governed by its Articles of Incorporation
dated August 3, 1993, as amended and restated, its By-Laws and applicable
Maryland law. HL Fund is governed by its Articles of Incorporation dated July
31, 1996, its By-Laws, and applicable Maryland law. The business and affairs of
each of the Current Portfolio and the Successor Portfolio are managed under the
direction of their respective Boards of Directors.
Shares. The number of authorized shares of common stock of the AMT Fund and
the HL Fund are Two Billion Five Hundred Million (2,500,000,000). Under the
Articles of Incorporation of both the HL Fund and AMT Fund the Board of
Directors may, without shareholder approval, provide for the issuance of
additional sub-classes of Common Stock of a particular class or portfolio with
such preferences, conversions or other rights and characteristics as shall be
determined by resolution of the Board of Directors.
The distribution system for the Successor Shares will be substantially similar
to that currently in place for the HLM Shares.
Management of the Affairs of HL Fund. HL Fund and AMT Fund may suspend
redemptions in such manner as may be approved from time to time by or pursuant
to the discretion of the Board of Directors during any period (i) during which
the New York Stock Exchange is closed other than customary weekend and holiday
closing, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which
disposal by the applicable Fund of securities owned by such class is not
reasonably practicable or it is not reasonably practicable for the applicable
Fund fairly to determine the value for the net assets of such class, or (iv)
during any other period when the Securities and Exchange Commission (or any
succeeding governmental authority) may for the protection of security holders
of the applicable Fund by order permit suspension of the right of redemption or
postponement of the date of payment on redemption.
Shareholder Meetings. Neither AMT Fund nor HL Fund is required to hold annual
meetings of shareholders, but are required to hold meetings of shareholders
for purposes of voting on certain matters as required under the 1940 Act.
Liability and Indemnification of Directors and Officers. Both AMT Fund and HL
Fund provide for the indemnification of their directors and officers to the
full extent permitted by Maryland General Corporation Law.
The foregoing is only a summary of certain characteristics of the operations
of AMT Fund and HL Fund, their Articles of Incorporation, By-Laws and Maryland
law. The foregoing is not a complete description of the documents cited.
Shareholders should refer to the provisions of Maryland law directly for a
more thorough description.
Comparative Information on Investment Advisory Agreements
The duties and obligations of the investment adviser outlined under the
current and new Investment Advisory Agreements are substantially similar. The
new Investment Advisory Agreement was approved by the Board of Directors of the
HL Fund, including a majority of HL Fund's Independent Directors on October 14,
1996 on behalf of the Successor Portfolio, and by the sole shareholder of the
Successor Portfolio on October 14, 1996. The new Investment Advisory Agreement
will continue until October 14, 1998 and from year to year thereafter
provided that such continuance is specifically approved at least annually in
the same manner as the current Investment Advisory Agreement. The new
Investment Advisory Agreement, substantially similar to the current Investment
Advisory agreement, is terminable at any time without penalty by a majority of
HL Fund's Independent Directors or by vote of a majority of the outstanding
shares (as defined in the 1940 Act) of the Successor Portfolio on 60 days'
written notice to HLM and by HLM on 60 days' written notice to the HL Fund.
THE DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMEND THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 1 AND ANY UNMARKED PROXIES WILL BE
SO VOTED.
Additional Information About Harding, Loevner Funds, Inc. and the International
Equit Portfolio.
Additional information about International Equity Portfolio is included in
the preliminary prospectus of the HL Fund dated August 1, 1996 (the "Successor
Portfolio Prospectus"). A copy of the Successor Portfolio Prospectus included
with this Combined Prospectus/Proxy Statement has been filed with the Securities
and Exchange Commission (the "Commission") and is incorporated by reference.
Additional copies may be obtained without charge by contacting AMT Capital
Services at 600 Fifth Avenue, 26th floor, New York, New York 10020 or by
telephoning AMT Capital Services at 1-800-762-4848. A final copy of the
prospectus of the International Equity Portfolio will be provided to
shareholders after it is filed with the Commission. Further information about
HL Fund is included in the preliminary statement of additional information for
the Successor Portfolio ("Preliminary SAI") dated August 1, 1996. The
Preliminary SAI, included with this Combined Prospectus/Proxy Statement, has
been filed with the Commission and is incorporated by reference herein.
Additional copies of the Preliminary SAI may be obtained without charge by
contacting AMT Capital Services at 600 Fifth Avenue, 26th floor, New York,
New York 10020 or by telephoning AMT Capital Services at 1-800-762-4848.
Additional Information About AMT Capital Fund, Inc. and the HLM International
Equity Portfolio
Additional information about HLM International Equity Portfolio is included
in the current prospectus of the AMT Fund and statement of additional i
nformation each dated March 6, 1996. A copy of the AMT Fund prospectus is
included with this Combined Prospectus/Proxy Statement and is incorporated
by reference. Additional copies of The AMT Fund Prospectus may be obtained
without charge by contacting AMT Capital Services at 600 Fifth Avenue, 26th
floor, New York, New York 10020 or by telephoning AMT Capital Services at
1-800-762-4848. Further information about AMT Fund is included in the
statement of additional information of the AMt Fund, dated March 6, 1996,
relating to the proposed transactions and other actions described in this
Combined Prospectus/Proxy Statement, including financial statements,
and has been filed with the Commission and is incorporated by reference herein.
This statement of additional information is included with this Combined
Prospectus/Proxy Statement and additional copies of this document may be
obtained without charge by contacting AMT Capital Services at 600 Fifth Avenue,
26th floor, New York, New York 10020 or by telephoning AMT Capital Services at
1-800-762-4848.
Miscellaneous
Available Information
HL Fund and AMT Fund are each registered under the 1940 Act and are subject to
the informational requirements of the 1940 Act and, in accordance therewith,
each files reports, proxy materials, and other information with the Commission.
Such reports, proxy materials and other information may be inspected at the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material also may be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
Legal Matters
Certain legal matters in connection with the issuance of the shares of the
Successor Portfolio will be passed upon by Dechert Price & Rhoads, 477 Madison
Avenue, New York, New York 10022. Dechert Price & Rhoads will render an
opinion as to certain Federal income tax consequences of the Reorganization.
Financial Statements and Experts
The audited financial statements of the AMT Fund included in the statement
of additional information related to this Combined Prospectus/Proxy Statement
(the "SAI") have been audited by Ernst & Young LLP, independent auditors, for
the period indicated in the report of independent auditors thereon which appears
in the SAI. Additional copies of these financial statements, as included in the
SAI, may be obtained without charge by contacting AMT Capital Services, Inc. at
600 Fifth Avenue, 26th floor, New York, New York 10020 or by telephoning AMT
Capital Services at 1-800-762-4848. Also, included are copies of the AMT Fund's
Semi-Annual Report for the period ended June 30, 1996 which have not been
audited. There are no financial statements for the Successor Portfolio since it
has not yet commenced operations.
OTHER BUSINESS
The Directors know of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, proxies will be
voted in accordance with the judgment of the Board of Directors.
Proposals for Future Meetings
As a Maryland corporation, HL Fund is not required to hold annual Shareholder
meetings in any year in which no meeting is required under the 1940 Act.
Consequently, HL Fund does not intend to hold annual shareholder meetings each
year, but meetings may be called by the Directors from time to time. Proposals
of shareholders that are intended to be presented at a future shareholder
meeting must be received by HL Fund by a reasonable time prior to HL Fund's
mailing of information statements relating to such meeting.
By Order of the Board of Directors
William E. Vastardis, Secretary
HLM International Equity Portfolio
A Series of
AMT Capital Fund, Inc.
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
DATE: October 30, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AMT Capital Fund, Inc.
("AMT Fund") for use at a special meeting of the shareholders of HLM
International Equity Portfolio ("Current Portfolio") a series of AMT Fund, which
meeting will be held at 10:00 a.m. at the offices of AMT Fund located on the
26th floor at 600 Fifth Avenue New York, New York 10020, and any adjournments
thereof (the "Meeting").
The undersigned shareholder of Current Portfolio, revoking any and all
previous proxies heretofore given for shares of Current Portfolio held by the
undersigned ("Shares"), does hereby appoint Carla E. Dearing and William E.
Vastardis, or any of them, with full power of substitution to each, to be the
attorneys and proxies of the undersigned (the "Proxies"), to attend the
Meeting of the shareholders of Current Portfolio, and to represent and direct
the voting interest represented by the undersigned as of the record date for
said Meeting for the Proposals specified below.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified below in
the squares provided, the undersigned's vote will be cast "FOR" Proposal One.
In their discretion, the Proxies are authorized to transact and vote upon such
other matters and business as may come before the meeting or any adjournments
thereof.
Proposal One. To approve the Agreement and Plan of Reorganization by and
between AMT Fund, on behalf of its Current Portfolio, and Harding,
Loevner Funds, Inc. ("HL Fund"), on behalf of its International
Equity Portfolio (the "Successor Portfolio"), providing for the
transfer of all of the assets, subject to all of the liabilities,
of Current Portfolio in exchange for shares of the Successor
Portfolio (the "Successor Shares"), and the distribution of such
Successor Shares to the shareholders of Current Portfolio in
complete liquidation of Current Portfolio.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal Two. To transact such other business as properly may come before
the Meeting or any adjournment(s) thereof.
To avoid adjourning the Meeting to a subsequent date, please facsimile,
telephone, or return this proxy in the enclosed self-addressed, postage-paid
envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMT
FUND, WHICH RECOMMENDS A VOTE FOR PROPOSAL ONE.
Dated: October 14, 1996
_________________________ ________________________
Beneficial Shareholder Signature of Shareholder
_________________________ ________________________
Number of Shares on Record Date Signature of Shareholder
This proxy may be revoked by the shareholder(s) at any time prior to the
special meeting.
NOTE: Please sign exactly as your name appears hereon. If shares are
registered in more than one name, all registered shareholders should sign
this proxy; but if one shareholder signs, this signature binds the other
shareholder. When signing as an attorney, executor, administrator, agent,
trustee, or guardian, or custodian for a minor, please give full title as
such. If a corporation, please sign in full corporate name by an authorized
person. If a partnership, please sign in partnership name by an authorized
person.
PART B
International Equity Portfolio
A Series of
Harding, Loevner Funds, Inc.
600 Fifth Avenue, 26th Floor
New York, New York 10020
(212) 332-5211
________________
STATEMENT OF ADDITIONAL INFORMATION
This statement of additional information is not a prospectus and should be
read in conjunction with the Combined Prospectus/Proxy Statement dated
October 14, 1996 (the "Combined Prospectus/Proxy Statement"), for the special
meeting of shareholders of the Current Portfolio, a series of AMT Fund, an
open-end management investment company, to be held on October 30, 1996 (the
"Meeting").
The Combined Prospectus/Proxy Statement describes certain transactions and
other actions contemplated by the Reorganization Plan pursuant to which all of
the assets of Current Portfolio, a series of AMT Fund would be acquired by
Successor Portfolio, a portfolio of HL Fund, in exchange for shares of the
Successor Portfolio and the assumption by the Successor Portfolio of all of
the liabilities of the Current Portfolio. As described in the Combined
Prospectus/Proxy Statement, Successor Portfolio has an investment objective
and investment policies that are substantially similar to the Current
Portfolio. The Combined Prospectus/Proxy Statement also describes a new
Investment Advisory Agreement between Successor Portfolio and HL Fund and a
new Distribution Agreement between the Successor Portfolio and AMT Capital
Services, Inc. The shareholders of Current Portfolio are being requested to
approve the Reorganization Plan and the transactions contemplated thereby at
the Meeting.
Pro Forma financial statements are not presented herewith inasmuch as the
Reorganization Plan does not involve a change in the net assets of Current
Portfolio or the net asset value of Current Portfolio shares. Pursuant to the
Reorganization Plan shares will be exchanged at the same net asset value, and
the number of outstanding Successor Shares immediately following the
Reorganization will be the same as the number of HLM Shares outstanding
immediately prior to the Reorganization. The capitalization of the Successor
Portfolio will be the same as the Current Portfolio and Successor Portfolio
will report its financial highlights and per share data in the same form as
Current Portfolio. The annual report of the Current Portfolio for its fiscal
year ended December 31, 1995, which was filed in 1996 with the
Securities and Exchange Commission electronically on Form N30B-2, and is
incorporated by reference into this Statement of Additional Information.
The Combined Prospectus/Proxy Statement may be obtained without charge from
AMT Capital Services, the Distributor for the Successor Portfolio at 600 Fifth
Avenue, 26th floor, New York, New York 10020 or by telephoning AMT Capital
Services at 800-762-4848. This statement of additional information contains
additional and more detailed information about the operations and activities
of AMT Fund and HL Fund and the operations and activities of Current Portfolio
and Successor Portfolio.
The date of this statement of additional information is October 14, 1996.
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
Preliminary Statement of Additional Information of
Harding, Loevner Funds, Inc.
dated August 1, 1996
Current Statement of Additional Information of
Current Portfolio, a series of
AMT Capital Fund, Inc.
dated March 6, 1996
Current Semi-Annual Report (unaudited) of
several series of AMT Capital Fund, Inc., including the
Current Portfolio, dated June 30, 1996
Annual Report of several series of
AMT Capital Fund, Inc., including the
Current Portfolio, dated December 31, 1995
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. filed herewith.
(7) Form of Distribution Agreement between the Registrant and AMT
Capital Services, Inc. filed herewith.
(8) Not Applicable.
(9) Form of Custodian Agreement between the Registrant and Investors
Bank & Trust Company filed herewith.
(10) Not Applicable.
(11) Opinion and Consent of Dechert Price & Rhoads filed herewith.
(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 filed herewith.
13(b) Form of Administration Agreement between the Registrant and AMT
Capital Services, Inc.
(14) Consents of Ernst & Young LLP independent auditors for the
Current Portfolio and the AMT Capital Fund, Inc. to be filed.
(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 Registrawill,
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
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 14th 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/ Eric P. Nachimovsky Secretary October 14, 1996
Eric P. Nachimovsky
INDEX TO EXHIBITS INCLUDED IN PART C
There are no exhibits attached to this filing.
