EX-99.(A)(11) 2 d868563dex99a11.htm ARTICLES SUPPLEMENTARY Articles Supplementary

Exhibit (a)(11)

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 total number of shares of capital stock of all classes which the Corporation shall have authority to issue is increased to five billion (5,000,000,000) shares, par value $.001 per share and of the aggregate par value of five million dollars ($5,000,000).

SECOND: Pursuant to authority granted in Article FIFTH of the charter of the Corporation (the “Charter”) and pursuant to Section 2-105(c), Section 2-208, and Section 2-208.1 of the Maryland General Corporation Law, the Board of Directors of the Corporation, at a meeting duly convened and held, has classified and designated the Corporation’s additional authorized and unissued capital stock, effective upon filing of these Articles Supplementary, into the classes and sub-classes listed in paragraph FOURTH below.

THIRD: Immediately prior to the filing of these Articles Supplementary, the total number of shares of capital stock of all classes which the Corporation was authorized to issue (the “Common Stock”) was two billion, five hundred million (2,500,000,000), par value of $.001 per share (aggregate par value $2,500,000), classified and designated as set forth below:

 

Name of Class and Sub-Class

   Number of Shares  
International Equity Portfolio   

Institutional Sub-Class

     200,000,000   

Investor Sub-Class

     200,000,000   

Global Equity Portfolio

  

Advisor Sub-Class

     200,000,000   

Institutional Sub-Class

     200,000,000   

Emerging Markets Portfolio

  

Advisor Sub-Class

     250,000,000   

Investor Sub-Class

     200,000,000   

International Small Companies Portfolio

  

Institutional Sub-Class

     200,000,000   

Investor Sub-Class

     200,000,000   

Institutional Emerging Markets Portfolio

  

Class I Sub-Class

     250,000,000   

Class II Sub-Class

     200,000,000   

Frontier Emerging Markets Portfolio

  

Institutional Sub-Class

     200,000,000   

Investor Sub-Class

     200,000,000   


FOURTH: Immediately subsequent to the filing of these Articles Supplementary, the total number of shares of Common Stock of all classes which the Corporation is authorized to issue is five billion (5,000,000,000), par value of $.001 per share (aggregate par value $5,000,000), classified and designated as set forth below:

 

Name of Class and Sub-Class

   Number of Shares  

International Equity Portfolio

  
Institutional Sub-Class      400,000,000   

Investor Sub-Class

     400,000,000   

Global Equity Portfolio

  

Advisor Sub-Class

     400,000,000   

Institutional Sub-Class

     400,000,000   

Emerging Markets Portfolio

  

Advisor Sub-Class

     500,000,000   

Investor Sub-Class

     400,000,000   

International Small Companies Portfolio

  

Institutional Sub-Class

     400,000,000   

Investor Sub-Class

     400,000,000   

Institutional Emerging Markets Portfolio

  

Class I Sub-Class

     500,000,000   

Class II Sub-Class

     400,000,000   

Frontier Emerging Markets Portfolio

  

Institutional Sub:-Class

     400,000,000   

Investor Sub-Class

     400,000,000   

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 Secretary on this 7th day of March, 2014.

 

ATTEST:

  

HARDING, LOEVNER FUNDS, INC.

      /s/ Owen Meacham

  

By: /s/ Richard T. Reiter

Owen Meacham

   Richard T. Reiter

Secretary

   President