As filed on November 4, 1996
Reg. No. 333-11319
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.___
Post-Effective Amendment No. 1
_________________________HARDING, LOEVNER FUNDS, INC._________________________
(Exact Name of Registrant as Specified in Charter)
________________600 Fifth Avenue, 26th Floor New York, New York 10020__________
(Address of Principal Executive Offices) (Zip Code)
___________________________(212) 332-5211_______________________________________
(Registrant's Telephone Number, Including Area Code)
William E. Vastardis, Treasurer
Harding, Loevner Funds, Inc.
600 Fifth Avenue, 26th Floor
New York, New York 10020
________________________________________________________________________________
(Name and Address of Agent for Service of Process)
Copies to: Eric P. Nachimovsky, Esq.
AMT Capital Services, Inc.
600 Fifth Avenue, 26th Floor
New York, NY 10020
William Goodwin, Esq.
Dechert Price & Rhoads
477 Madison Avenue
New York, New York 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:
X immediately upon filing pursuant to Rule 485(b)
- - on November 1, 1996 pursuant to Rule 485(b)
- - 60 days after filing pursuant to Rule 485(a)
- - 75 days after filing pursuant to Rule 485(a)
- - on _____ pursuant to Rule 485(a)
The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment Company
Act of 1940; accordingly no fee is payable herewith.
PART C
HARDING, LOEVNER FUNDS, INC.
INTERNATIONAL EQUITY PORTFOLIO
PART C. OTHER INFORMATION
Item 15. Indemnification
The Registrant shall indemnify directors, officers, employees and
agents of the Registrant against judgments, fines, settlements and
expenses to the fullest extent allowed, and in the manner provided, by
applicable federal and Maryland law, including Section 17(h) and (i) of
the Investment Company Act of 1940.
Item 16. Exhibits
(1) Articles of Incorporation, dated July 31, 1996 (previously filed as
Exhibit (1) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, File Nos. 333-09341, 811-07739)
and incorporated herein by reference.
(2) By-Laws (previously filed as Exhibit (2) to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A, File Nos.
333-09341, 811-07739) and incorporated herein by reference.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization (previously filed as
Exhibit (4) to the Registrant's Registration Statement on Form N-14,
File No.333-11319), and incorporated herein by reference.
(5) Not Applicable.
(6) Form of Investment Advisory Agreement between the Registrant and
Harding, Loevner Funds, Inc. (previously filed as Exhibit (6) to the
Registrant's Registration Statement on Form N-14, File No.333-11319),
and incorporated herein by reference.
(7) Form of Distribution Agreement between the Registrant and AMT
Capital Services, Inc. (previously filed as Exhibit (7) to the
Registrant's Registration Statement on Form N-14, File No. 333-11319),
and incorporated herein by reference.
(8) Not Applicable.
(9) Form of Custodian Agreement between the Registrant and Investors
Bank & Trust Company (previously filed as Exhibit (9) to the
Registrant's Registration Statement on Form N-14, File No. 333-11319),
and incorporated herein by reference.
(10) Not Applicable.
(11) Opinion and Consent of Dechert Price & Rhoads (previously filed
as Exhibit (11) to the Registrant's Registration Statement on Form
N-14, File No.333-11319), and incorporated herein by reference.
(12) Opinion of Dechert Price & Rhoads regarding certain tax matters
and consequences to shareholders (Filed herewith).
(13)(a) Form of Transfer Agency and Service Agreement between the
Registrant and Investors Bank & Trust Company (previously filed as
Exhibit (13)(a) to the Registrant's Registration Statement on Form
N-14, File No.333-11319), and incorporated herein by reference.
13(b) Form of Administration Agreement between the Registrant and AMT
Capital Services, Inc. (previously filed as Exhibit (13)(b) to the
Registrant's Registration Statement on Form N-14, File No.333-11319),
and incorporated herein by reference.
(14) Consents of Ernst & Young LLP independent auditors for the Current
Portfolio and the AMT Capital Fund, Inc. (previously filed as Exhibit
(14) to Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14, File No. 333-11319), and incorporated herein by
reference.
(15) There are no financial statements omitted pursuant to Item 14(a)
(1).
(16) Not applicable.
Item 17. Undertakings
The Registrant shall indemnify directors, officers, employees and
agents of the Registrant against judgments, fines, settlements and
expenses to the fullest extent allowed, and in the manner provided, by
applicable federal and Maryland law, including Section 17(h) and (i) of
the Investment Company Act of 1940. In this regard, the Registrant
undertakes to abide by the provisions of Investment Company Act
Releases No. 11330 and 7221 until amended or superseded by subsequent
interpretation of legislative or judicial action.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant hereby undertakes to file, by post-effective amendment,
an opinion of counsel or a copy of an IRS ruling supporting the tax
consequences of the proposed reorganization within a reasonable time
after receipt of such opinion or ruling.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 4th 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 4th 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. Vastardi/
INDEX TO EXHIBITS INCLUDED IN PART C
(12) Opinion of Dechert Price & Rhoads regarding certain tax matters and
consequences to shareholders.
Dechert Price & Rhoad
1500 K Street, N.W.
Washington, DC 20005-1208
October 31, 1996
AMT Capital Fund, Inc.
in respect of
HLM International Equity Portfolio
600 Fifth Avenue, 26th Floor
New York, NY 10020
Harding, Loevner Funds, Inc.
in respect of
International Equity Portfolio
600 Fifth Avenue, 26th Floor
New York, NY 10020
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to HLM International Equity Portfolio (the "Existing Portfolio"),
a separate series of AMT Capital Fund, Inc. to the holders of the shares of
common stock (the "shares") of the Existing Portfolio (the "Existing Portfolio
shareholders"), and to International Equity Portfolio (the "New Portfolio"), a
series of Harding, Loevner Funds, Inc. in connection with the proposed
transfer of all of the assets of the Existing Portfolio to the New Portfolio
in exchange solely for voting shares of common stock of the New Portfolio
("New Portfolio shares") and the assumption by the New Portfolio of all of the
liabilities of the Existing Portfolio, followed by the distribution of such
New Portfolio Shares received by the Existing Portfolio in complete
liquidation, all pursuant to the Agreement and Plan of Reorganization (the
"Agreement") dated October 14, 1996 (the "Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the
Agreement, (2) the Proxy Agreement issued in connection therewith, (3)
representations that each of you has made to us in separate letters, (4) such
other documents and instruments as we have deemed necessary or appropriate for
purposes of rendering this opinion.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Agreement and the
Proxy Statement to which reference is made above.
Based upon and subject to the foregoing, it is our opinion that for
federal income tax purposes:
(1) The transfer of all of the assets of the Existing Portfolio in
exchange solely for New Portfolio Shares and the assumption of the
Existing Portfolio's liabilities, followed by the distribution of
the New Portfolio Shares to the Existing Portfolio shareholders in
exchange for their shares of the Existing Portfolio, will qualify
as a reorganization within the meaning of Section 368(a)(1)(F) of
the Code. The Existing Portfolio and the New Portfolio each will
be "a party to a reorganization" within the meaning of Section
368(b) of the Code.
(2) The Existing Portfolio will recognize no gain or loss on the
transfer of all of its assets to the New Portfolio in exchange for
New Portfolio Shares and the assumption of its liabilities by the
New Portfolio, or on the distribution by the Existing Portfolio to
its shareholders of the New Portfolio Shares received by the
Existing Portfolio in the Reorganization pursuant to the Agreement.
(3) The New Portfolio will recognize no gain or loss upon the receipt
of the Existing Portfolio's assets in exchange for New Portfolio
Shares and the assumption by the New Portfolio of the Existing
Portfolio's liabilities.
(4) The basis to the New Portfolio of the assets of the Existing
Portfolio will be, in each instance, the same as the basis of
those assets in the hands of the Existing Portfolio immediately
before the Reorganization exchange.
(5) The New Portfolio's holding period with respect to the assets of
the Existing Portfolio that the New Portfolio acquires in the
Reorganization will include the respective periods for which those
assets were held by the Existing Portfolio.
(6) The Existing Portfolio shareholders will recognize no gain or loss
upon receiving New Portfolio Shares solely in exchange for
Existing Portfolio shares.
(7) The basis of the New Portfolio Shares received by the Existing
Portfolio shareholder will be the same as the basis of the
Existing Portfolio shares surrendered by the shareholder in
exchange therefor.
(8) The holding period of the New Portfolio Shares received by the
Existing Portfolio shareholders in the Reorganization will include
the holding period of the Existing Portfolio shares surrendered in
exchange therefor, provided that the Existing Portfolio
shareholders held such Existing Portfolio shares as a capital
asset on the date of the Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations made to
us.
Very truly yours,
/s/ Dechert Price & Rhoads
Dechert Price & Rhoads
