EX-99.(A)(21) 2 d379745dex99a21.htm ARTICLES SUPPLEMENTARY Articles Supplementary

Exhibit (a)(21)

HARDING, LOEVNER FUNDS, INC.

ARTICLES SUPPLEMENTARY

Harding, Loevner Funds, Inc., a Maryland corporation (the “Corporation”) registered as an open-end management investment company under the Investment Company Act of 1940, as amended, does hereby certify to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Board of Directors pursuant to authority granted in Article FIFTH of the charter of the Corporation (the “Charter”) and pursuant to Sections 2-105, 2-208 and 2-408 of the Maryland General Corporation Law, at a meeting duly convened and held on March 11, 2022, adopted resolutions to amend the Corporation’s Charter in order to increase the total number of shares of common stock of all classes which the Corporation is authorized to issue (the “Common Stock”), to seven billion, eight hundred million (7,800,000,000), with a par value of one tenth of one cent ($.001) per share (aggregate par value $7,800,000), as described in paragraph THIRD below effective upon filing of these Articles Supplementary.

SECOND: Immediately prior to the filing of these Articles Supplementary, the total number of seven billion, three hundred million (7,300,000,000) shares of Common Stock which the Corporation is authorized to issue, par value of $0.001 per share (aggregate par value $7,300,000), were classified and designated as set forth below:

 

Name of Class and Sub-Class

  

Number of Shares

International Equity Portfolio   

Institutional Sub-Class

  

700,000,000

Investor Sub-Class

  

100,000,000

Institutional Class Z Sub-Class

  

300,000,000

Global Equity Portfolio   

Advisor Sub-Class

  

400,000,000

Institutional Sub-Class

  

500,000,000

Institutional Class Z Sub-Class

  

200,000,000

Emerging Markets Portfolio   

Advisor Sub-Class

  

500,000,000

International Small Companies Portfolio   

Institutional Sub-Class

  

500,000,000

Investor Sub-Class

  

400,000,000


Institutional Emerging Markets Portfolio   

Institutional Class Sub-Class

  

500,000,000

Institutional Class Z Sub-Class

  

500,000,000

Frontier Emerging Markets Portfolio   

Institutional Class I Sub-Class

  

400,000,000

Institutional Class II Sub-Class

  

200,000,000

Investor Sub-Class

  

400,000,000

International Equity Research Portfolio   

Institutional Sub-Class

  

400,000,000

Emerging Markets Research Portfolio   

Institutional Sub-Class

  

400,000,000

Global Equity Research Portfolio   

Institutional Sub-Class

  

400,000,000

Chinese Equity Portfolio   

Institutional Sub-Class

  

500,000,000

THIRD: Immediately subsequent to the filing of these Articles Supplementary, the total seven billion, eight hundred million (7,800,000,000) shares of Common Stock which the Corporation is authorized to issue, par value of $0.001 per share (aggregate par value $7,800,000), are classified and designated as set forth below:

 

Name of Class and Sub-Class

  

Number of Shares

International Equity Portfolio   

Institutional Sub-Class

  

700,000,000

Investor Sub-Class

  

100,000,000

Institutional Class Z Sub-Class

  

300,000,000

Global Equity Portfolio   

Advisor Sub-Class

  

400,000,000

Institutional Sub-Class

  

500,000,000

Institutional Class Z Sub-Class

  

200,000,000

Emerging Markets Portfolio   

Advisor Sub-Class

  

500,000,000

  


International Small Companies Portfolio   

Institutional Sub-Class

  

500,000,000

Investor Sub-Class

  

400,000,000

Institutional Emerging Markets Portfolio   

Institutional Class Sub-Class

  

500,000,000

Institutional Class Z Sub-Class

  

500,000,000

Frontier Emerging Markets Portfolio   

Institutional Class I Sub-Class

  

400,000,000

Institutional Class II Sub-Class

  

200,000,000

Investor Sub-Class

  

400,000,000

International Equity Research Portfolio   

Institutional Sub-Class

  

400,000,000

Emerging Markets Research Portfolio   

Institutional Sub-Class

  

400,000,000

Global Equity Research Portfolio   

Institutional Sub-Class

  

400,000,000

Chinese Equity Portfolio   

Institutional Sub-Class

  

500,000,000

Emerging Markets ex China Portfolio   

Institutional Sub-Class

  

500,000,000

FOURTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the class and sub-classes of shares of Common Stock designated and classified pursuant to these Articles Supplementary shall be as set forth in the Charter and shall be subject to all provisions of the Charter relating to shares of the Corporation generally, including those set forth in Article FIFTH of the Charter.

FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

SIXTH: The undersigned President acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to by its Assistant Secretary on this 9th day of May, 2022.

 

ATTEST:

 

            

 

HARDING, LOEVNER FUNDS, INC.

 

            

/s/ Brian Simon

   

By:

 

/s/ Richard T. Reiter

 

Brian Simon

     

Richard T. Reiter

 

Assistant Secretary

     

President