EX-99.(A)(2) 2 ex99_a2-663011.txt ARTICLES SUPPLEMENTARY (a)(2) ARTICLES SUPPLEMENTARY OF HARDING, LOEVNER FUNDS, INC. HARDING, LOEVNER FUNDS, INC., a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940 and having its principal office in the State of Maryland in Baltimore City, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to its authority under Sections 2-105 and 2-208 of the Maryland General Corporation Law and Article FIFTH of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation, at a meeting duly convened and held on December 7, 2006, (1) approved the reclassification of 500,000,000 shares of a class of the Corporation's Common Stock designated Multi-Asset Global Portfolio into a new class designated International Small Companies Portfolio, consisting of two sub-classes with 250,000,000 of such shares designated Institutional Sub-Class and 250,000,000 of such shares designated Investor Sub-Class. SECOND: Immediately prior to the filing of these Articles Supplementary of the total two billion five hundred million (2,500,000,000) shares of Common Stock, par value $0.001 per share having an aggregate par value of two million five hundred thousand dollars ($2,500,000) which this Corporation is authorized to issue, the classes and number of shares of each class of Common Stock were as follows: Name of Class Institutional Investor Sub-Class Sub-Class ------------- --------- International Equity Portfolio 250,000,000 250,000,000 Global Equity Portfolio 250,000,000 250,000,000 Emerging Markets Portfolio 500,000,000 N.A. Multi-Asset Global Portfolio 500,000,000 N.A. Institutional Emerging Markets Portfolio 500,000,000 N.A. THIRD: Immediately subsequent to the filing of these Articles Supplementary, of the total two billion two hundred fifty million (2,500,000,000) shares of Common Stock, par value $0.001 per share having an aggregate par value of two million five hundred thousand dollars ($2,500,000) which this Corporation is authorized to issue, the classes, sub-classes and number of shares in each class and sub-class of each such class and sub-class is as follows: Name of Class Institutional Investor Sub-Class Sub-Class ------------- --------- International Equity Portfolio 250,000,000 250,000,000 Global Equity Portfolio 250,000,000 250,000,000 Emerging Markets Portfolio 500,000,000 N.A. International Small Companies Portfolio 250,000,000 250,000,000 Institutional Emerging Markets Portfolio 500,000,000 N.A. FOURTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the classes and sub-classes of Common Shares described in Article FOURTH hereof, including shares classified or reclassified pursuant to these Articles Supplementary, shall be as set forth in the Corporation's 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 such charter. IN WITNESS WHEREOF, Harding, Loevner Funds, Inc. has caused these Articles Supplementary to be signed in its name on its behalf by its authorized officer who acknowledges that these Articles Supplementary are the act of the Corporation, that to the best of his knowledge, information and belief, all matters and facts set forth herein relating to the authorization and approval of these Articles Supplementary are true in all material respects and that this statement is made under the penalties of perjury. Date: March 19, 2007 HARDING, LOEVNER FUNDS, INC. By: David R. Loevner ------------------------------------------ David R. Loevner, President Attest: Rainer L.C. Frost --------------------- Name and Title (Secretary or Assistant Secretary)