EX-99.(A)(20) 2 d418612dex99a20.htm ARTICLES SUPPLEMENTARY Articles Supplementary

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 September 10, 2021, adopted resolutions to amend the Corporation’s Charter in order to decrease the total number of shares of common stock of all classes which the Corporation is authorized to issue (the “Common Stock”), to seven billion, three hundred million (7,300,000,000), with a par value of one tenth of one cent ($.001) per share (aggregate par value $7,300,000), and to liquidate one Sub-Class of Common Stock, that has been authorized but not issued, 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, five hundred million (7,500,000,000) shares of Common Stock which the Corporation is authorized to issue, par value of $0.001 per share (aggregate par value $7,500,000), 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

Institutional Class Z Sub-Class

   200,000,000

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, 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), including the liquidation of the International Equity Research Portfolio’s Institutional Class Z Sub-Class 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

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. These Articles Supplementary do not increase the total number of authorized shares of stock of the Corporation.

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 21st day of September, 2021.

 

ATTEST:

   

HARDING, LOEVNER FUNDS, INC.

/s/ Brian Simon

   

By:

 

 /s/ Richard T. Reiter

Brian Simon

     

 Richard T. Reiter

Assistant Secretary

     

 President