1. International Equity Research Portfolio (the “Fund”) is a series of Harding, Loevner Funds, Inc., a Maryland
corporation (“Company”). Operating expenses of the Fund are annual rates expressed as a percentage of the Fund’s average daily net assets.
2. Harding Loevner LP (“you”) is the Adviser to the Company pursuant to an Investment Advisory Agreement dated
December 17, 2015.
3. You hereby agree that you will waive a portion of the applicable management fee payable to you
by the Fund and/or reimburse the Fund for its other operating expenses to the extent that the aggregate operating expenses through February 28, 2017 otherwise would exceed the applicable percentage shown in the chart below (each, a
“Maximum Permitted Rate”):
Maximum Permitted Rate
International Equity Research
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 February 28, 2017 or the date on which the Fund’s prospectuses are updated to reflect superseding waiver/reimbursement arrangements, if any, or the termination thereof.
5. Each Maximum Permitted Rate does not include any expenses attributable to (1) dividend expense, borrowing costs, and
interest expense relating to short sales and (2) interest, taxes, brokerage commissions and extraordinary expenses, and you are not obligated to waive administrative fees or reimburse operating expenses to the extent that the Fund’s
aggregate operating expenses exceed the Maximum Permitted Rate because of the aforesaid.
6. This Agreement shall
terminate automatically upon the termination of the Investment Advisory Agreement between you and the Company.
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 liable therefore.
8. 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 7 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.