M&A - HARDING LOEVNER FUNDS INC

Form Type: 497

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525059328

Filing Summary: On March 20, 2025, a Supplement was issued detailing the upcoming reorganization of the Harding Loevner Emerging Markets Portfolio into the Harding Loevner Institutional Emerging Markets Portfolio. The reorganization requires a Private Letter Ruling from the IRS to qualify as a tax-free reorganization under section 368 of the Internal Revenue Code. It is set to occur after the close of business on June 30, 2025, without requiring shareholder approval, although further notification will be sent to shareholders by mail in May/June 2025. The plan includes transferring the Acquired Portfolio's assets, excluding certain Sanctioned Russian Assets, to the Acquiring Portfolio, with the latter assuming all liabilities. Shareholders of the Acquired Portfolio will receive shares in equal value from the Institutional class of the Acquiring Portfolio. The reorganization aims to reduce expenses and capitalize on economies of scale due to declining inflows to the Acquired Portfolio over time and the increased fixed costs associated. Shareholders are given options to redeem or exchange their shares prior to the reorganization, which may incur tax implications.

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Form Type: 497K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525059354

Filing Summary: The document is a Supplement dated March 20, 2025, regarding a reorganization of the Harding Loevner Emerging Markets Portfolio (Acquired Portfolio) into the Harding Loevner Institutional Emerging Markets Portfolio (Acquiring Portfolio). This reorganization is subject to the receipt of a Private Letter Ruling from the IRS, which is necessary for it to qualify as a tax-free reorganization. The reorganization is planned to be completed after June 30, 2025, without needing shareholder approval, although shareholders will receive further written notice. The terms of the reorganization include the transfer of assets, excluding any Sanctioned Russian Assets, from the Acquired Portfolio to the Acquiring Portfolio in exchange for shares equivalent in value. The Acquiring Portfolio will assume all liabilities of the Acquired Portfolio, and shareholders will receive shares of the Acquiring Portfolio proportionate to their holdings in the Acquired Portfolio. Furthermore, the move is anticipated to reduce operating costs and provide economies of scale for shareholders. The Supplement emphasizes the potential tax implications of certain transactions pre-reorganization and advises investors to retain the Supplement for future reference.

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