AMENDED AND RESTATED FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
HARDING, LOEVNER FUNDS, INC.
400 Crossing Boulevard, Fourth Floor Bridgewater, New Jersey 08807
| Harding Loevner LP | February 28, 2026 |
400 Crossing Boulevard, Fourth Floor
Bridgewater, New Jersey 08807
Ladies and Gentlemen:
| 1. | The following are series (each, a “Fund”) of Harding, Loevner Funds, Inc., a Maryland corporation (“Company”): |
Global Equity Portfolio
International Equity Portfolio
International Small Companies Portfolio
Institutional Emerging Markets Portfolio
Emerging Markets Portfolio
Frontier Emerging Markets Portfolio
Chinese Equity Portfolio
Emerging Markets ex China Portfolio
International Developed Markets Equity Portfolio
| 2. | Harding Loevner LP (“you”) is the Adviser to each Fund pursuant to an Investment Advisory Agreement dated as of the date set forth below: |
| Fund |
Date | |
| Global Equity Portfolio, International Equity Portfolio, International Small Companies Portfolio, Institutional Emerging Markets Portfolio, Emerging Markets Portfolio and Frontier Emerging Markets Portfolio |
August 26, 2009 | |
| Chinese Equity Portfolio | December 16, 2020 | |
| Emerging Markets ex China Portfolio | September 13, 2022 | |
| International Developed Markets Equity Portfolio | September 28, 2022 |
3. You hereby agree that you will waive a portion of the applicable management fee payable to you by each Fund under the Investment Advisory Agreement and/or reimburse each class of each Fund for its other operating expenses to the extent the Total Annual Fund Operating Expenses (as calculated in accordance with Form N-1A) (excluding taxes, interest, borrowing costs, overdraft charges, litigation and indemnification, consultant fees, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments and acquired fund fees and expenses) as a percentage of average daily net assets exceeds, through the date indicated in the chart below, the applicable percentage shown in the chart below (each, a “Maximum Permitted Rate”):
| Fund Name |
Share Class |
Maximum Permitted Rate |
Date | |||
| Advisor | 1.15% | February 28, 2027 | ||||
| Institutional | 0.85% | February 28, 2027 | ||||
| Global Equity Portfolio |
Institutional Class Z | 0.75% | February 28, 2027 | |||
| Investor | 1.15% | February 28, 2027 | ||||
| Institutional | 0.85% | February 28, 2027 | ||||
| International Equity Portfolio |
Institutional Class Z | 0.75% | February 28, 2027 | |||
| Investor | 1.30% | February 28, 2027 | ||||
| Institutional | 1.10% | February 28, 2027 | ||||
| International Small Companies Portfolio |
Institutional Class Z | 1.00% | February 28, 2027 | |||
| Institutional | 1.05% | February 28, 2027 | ||||
| Institutional Emerging Markets Portfolio |
Institutional Class Z | 0.95% | February 28, 2027 | |||
| Emerging Markets Portfolio |
Advisor | 1.15% | February 28, 2027 | |||
| Investor | 1.75% | February 28, 2027 | ||||
| Institutional | 1.45% | February 28, 2027 | ||||
| Frontier Emerging Markets Portfolio |
Institutional Class Z | 1.25% | February 28, 2027 | |||
| Chinese Equity Portfolio |
Institutional | 1.15% | February 28, 2027 | |||
| Emerging Markets ex China Portfolio |
Institutional | 1.05% | February 28, 2027 | |||
| International Developed Markets Equity Portfolio |
Institutional | 0.80% | February 28, 2027 | |||
4. You further agree that you will continue the applicable management fee waiver and/or expense reimbursement under Paragraph 3 above until the later of (A) the dates set forth above or (B) the date on which the Fund’s prospectuses are updated to reflect superseding waiver/reimbursement arrangements, if any, or the termination thereof.
5. This Agreement may be terminated by the Board of Directors of the Company at any time and will terminate automatically upon the termination of the Investment Advisory Agreement between you and the Company.
6. You understand that you shall look only to the assets of the relevant Fund for performance of this Agreement and for payment of any claim you may have hereunder, and neither any other Fund of the Company, nor any of the Company’s directors, officers, employees, agents, or shareholders, whether past, present or future, shall be personally liabletherefore.
7. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New Jersey, except (a) Paragraph 6 shall be governed by, construed and enforced in accordance with the laws of the State of Maryland and (b) insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling. Any amendment to this Agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.
HARDING, LOEVNER FUNDS, INC.
| By: | /s/ Ryan Bowles | |
| Name: Ryan Bowles | ||
| Title: President | ||
The foregoing Agreement is hereby accepted as of February 28, 2026
Harding Loevner LP
| By: | /s/ Aaron J. Bellish | |
| Name: Aaron J. Bellish | ||
| Title: Chief Executive Officer | ||