As filed with the Securities and Exchange Commission on December 23,
Registration Nos. 33-22884
811-5577
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 27 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 29 /X/
----------------------------
The Glenmede Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
One South Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number:
1-800-442-8299
Michael P. Malloy, Esq.
Secretary
Drinker Biddle & Reath LLP
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[x] on February 26, 1999 pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Common Stock
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<PAGE>
[FRONT COVER]
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
Prospectus
February 28, 1999
Money Market Portfolios
Government Cash Portfolio
Tax-Exempt Cash Portfolio
Bond Portfolios
Core Fixed Income Portfolio
Muni Intermediate Portfolio
New Jersey Muni Portfolio
Investment Advisor
The Glenmede Trust Company
The Securities and Exchange Commission has not approved or disapproved the
Portfolios' shares or determined if this prospectus is accurate or complete. It
is a criminal offense to state otherwise.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY............................................................3
INVESTMENTS...................................................................12
PRICE OF PORTFOLIO SHARES.....................................................17
PURCHASE OF SHARES............................................................18
REDEMPTION OF SHARES..........................................................18
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF
SHARES OF THE PORTFOLIOS....................................................18
DIVIDENDS AND DISTRIBUTIONS...................................................18
TAXES.........................................................................19
MANAGEMENT OF THE PORTFOLIOS..................................................21
GENERAL INFORMATION...........................................................22
FINANCIAL HIGHLIGHTS..........................................................23
2
<PAGE>
RISK/RETURN SUMMARY
Money Market Portfolios
<TABLE>
<CAPTION>
Investment Goals Principal Investments
<S> <C> <C>
Government Cash Portfolio Current interest income Money market instruments issued by the U.S.
Treasury or U.S. Government-related agencies,
and repurchase agreements secured by such
instruments.
Tax-Exempt Cash Portfolio Current interest income exempt from Tax-exempt money market instruments.
Federal income taxes
Bond Portfolios
----------------------------------------------------
Important Concept
Total return consists of net income (dividend and
interest income from portfolio securities less
Side-Note: expenses of the Portfolio) and capital gains and
losses, both realized and unrealized, from portfolio
securities.
----------------------------------------------------
Investment Goals Principal Investments
Core Fixed Income Portfolio Long-term total return Mortgage-backed securities, collateralized mortgage
obligations, and fixed income securities of the U.S.
Treasury or U.S. Government-related agencies. The
Portfolio also invests in repurchase and reverse
repurchase agreements.
Muni Intermediate Portfolio High level of current Intermediate and long-term tax-exempt obligations of
income exempt from the Commonwealth of Pennsylvania and its political
Federal income tax subdivisions, agencies, instrumentalities and
authorities.
New Jersey Muni Portfolio High level of current Intermediate and long-term tax-exempt
income exempt from obligations of the State of New Jersey and its
Federal income tax political subdivisions, agencies,
instrumentalities and authorities.
</TABLE>
3
<PAGE>
Principal Risks of
Investing
All Bond Portfolios The value of fixed income securities tends to
fluctuate with changes in interest rates.
Generally, their value will decrease when
interest rates rise and increase when
interest rates fall. Fixed income securities
are also subject to the risk that an issuer
will be unable to make principal and interest
payments when due. Therefore, you could lose
money by investing in the Portfolios.
Fixed income securities with longer
maturities are more susceptible to interest
rate fluctuations than those with shorter
maturities. Therefore, the risk of interest
rate fluctuation is greater to the extent
that the Portfolios invest in long-term
securities.
The Core Fixed Income Portfolio may make
loans through collateralized repurchase
agreements. It may also borrow money through
reverse repurchase agreements. Although loans
made by the Portfolio are collateralized with
the borrower's securities, the Portfolio
could suffer a loss if the borrower defaults
on its obligation to buy the securities back
under the terms of the repurchase agreement.
If investments acquired with borrowed funds
decline in value, the Portfolio will lose
more than if the Portfolio had not borrowed.
The Muni Intermediate Portfolio and New
Jersey Muni Portfolio are subject to
additional risks. Because the Muni
Intermediate Portfolio concentrates its
investments in Pennsylvania municipal
obligations and the New Jersey Muni Portfolio
concentrates its investments in New Jersey
municipal obligations, they are classified as
non-diversified. This means that each
Portfolio may invest a greater percentage of
its assets in a particular issuer, and that a
Portfolio's performance will be dependent
upon a smaller category of securities than is
a diversified portfolio. Accordingly, each
Portfolio may experience greater fluctuations
in net asset value and may have greater risk
of loss.
4
<PAGE>
An investment in a Portfolio is not a deposit
of The Glenmede Trust Company and is not
insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government
agency.
All Money Market Although these Portfolios invest in money
Portfolios market instruments which the Advisor believes
present minimal credit risks at the time of
purchase, there is a risk that an issuer may
not be able to make principal and interest
payments when due. Although the Portfolios
attempt to preserve the value of your
investment at $1.00 per share, it is possible
to lose money by investing in the Portfolios.
The Government Cash Portfolio may make loans
through collateralized repurchase agreements.
Although loans made by the Portfolio are
collateralized with the borrower's
securities, the Portfolio could suffer a loss
if the borrower defaults on its obligation to
buy the securities back under the terms of
the repurchase agreement.
5
<PAGE>
Who may want to
invest in the
Bond Portfolios The Bond Portfolios may be appropriate for
investors who seek a regular stream of income
with higher potential returns than money
market funds and are also willing to accept
some risk.
Money Market Portfolios The Money Market Portfolios may be
appropriate for investors who seek monthly
income with minimal risk to principal. The
Portfolios are not appropriate for investors
who are seeking a high level of monthly
income or long-term total return.
Bar Charts and
Performance Tables The Bar Charts and Tables below show the
Portfolios' annual returns and their
long-term performance. The Bar Charts show
how the performance of the Portfolios has
varied from year to year. The Tables show how
each Portfolio's average annual returns for
one, five and ten years compare to those of
selected market indices. The Bar Charts and
Performance Tables assume reinvestment of
dividends and distributions. The Portfolios'
past performance does not necessarily
indicate how they will perform in the future.
[Insert separate Bar Chart for each Portfolio
showing calendar year-by-year total returns
for each Portfolio's Shares for the last 10
calendar years, or for the life of the
Portfolio if less than 10 years. The Bar on
the left will cover the earliest year (or
period), and the bars to the right will
represent subsequent calendar years, ending
with 1998. The numerical return must be
adjacent to each bar. Following each
Portfolio's bar chart, disclose the
Portfolio's highest and lowest Return for a
quarter during the period covered by the bar
chart.]
6
<PAGE>
The Portfolios' Average Annual Total
Returns for the Periods Ended
December 31, 1998
Money Market Portfolios
- --------------------------------------------------------------------------------
Past 1 Past 5 Past 10
Year Years Years
- --------------------------------------------------------------------------------
Government Cash Portfolio
- --------------------------------------------------------------------------------
IBC's U.S. Government and
Agencies Money Fund Average(TM)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Past 1 Past 5 Past 10
Year Years Years
- --------------------------------------------------------------------------------
Tax-Exempt Cash Portfolio
- --------------------------------------------------------------------------------
IBC's Stock Broker and General
Purpose Tax-Free Average(TM)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
o IBC's U.S. Government and Agencies Money Fund Average(TM) is comprised of
money market funds investing in U.S. treasury securities and government agency
obligations.
o IBC's Stock Broker and General Purpose Tax-Free Average(TM) is comprised of
money market funds investing in fixed-income securities issued by state and
local governments. Generally, interest payments on securities qualify for
exemption from Federal income taxes. Funds may also own municipal securities
subject to the alternative minimum tax.
- --------------------------------------------------------------------------------
7
<PAGE>
Bond Portfolios
- --------------------------------------------------------------------------------
Past 1 Past 5 Past 10
Year Years Years
- --------------------------------------------------------------------------------
Core Fixed Income Portfolio
- --------------------------------------------------------------------------------
Lehman Brothers Aggregate
Bond Index
- --------------------------------------------------------------------------------
Lipper Intermediate U.S.
Government Fund Index
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Since
Past 1 Past 5 June 5,
Year Years 1992
- --------------------------------------------------------------------------------
Muni Intermediate Portfolio
- --------------------------------------------------------------------------------
Lehman Brothers Municipal
5-Year Bond Index
- --------------------------------------------------------------------------------
Lipper Intermediate Municipal
Debt Fund Index
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Since
Past 1 Past 5 November 1,
Year Years 1993
- --------------------------------------------------------------------------------
New Jersey Muni Portfolio
- --------------------------------------------------------------------------------
Lehman Brothers Municipal
5-Year Bond Index
- --------------------------------------------------------------------------------
Lipper New Jersey Municipal Debt
Fund Index
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
o The Lehman Brothers Aggregate Bond Index is an unmanaged index made up of the
Lehman Brothers Government Corporate Bond, Mortgage Backed Securities, and
Asset Backed Securities Indexes.
o The Lipper Intermediate U.S. Government Fund Index is an unmanaged index
comprised of the 30 largest funds in the Lipper Intermediate U.S. Government
Fund Average. The Average consists of funds that invest at least 65% of their
assets in securities issued or guaranteed by the U.S. government, its agencies
or instrumentalities with dollar-weighted average maturities of 5 to 10 years.
o The Lehman Brothers Municipal 5-Year Bond Index is an unmanaged total return
performance benchmark for the short-intermediate, investment-grade tax-exempt
bond market.
o The Lipper Intermediate Municipal Debt Fund Index is comprised of the 30
largest funds in the Lipper Intermediate Municipal Debt Fund Average. The
Average consists of funds that invest in municipal debt issues with
dollar-weighted average maturities of 5 to 10 years.
o The Lipper New Jersey Municipal Debt Fund Index is comprised of the 10 largest
funds in the Lipper New Jersey Municipal Debt Fund Average. The Average
consists of funds that invest only in securities that are exempt from taxation
in New Jersey or cities in New Jersey.
- --------------------------------------------------------------------------------
8
<PAGE>
Fees and Expenses of the Portfolios
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios
<TABLE>
<CAPTION>
Money Market Portfolios Bond Portfolios
- ---------------------------------------------------------------------------------------------------------------------------
Tax- New
Government Exempt Core Fixed Muni Jersey
Cash Cash Income Intermediate Muni
Portfolio Portfolio Portfolio Portfolio Portfolio
<S> <C> <C> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
Maximum Account Fee+ 1.00% 1.00% 1.00% 1.00% 1.00%
Annual Portfolio Operating Expenses
(expenses that are deducted
from Portfolio assets)
Management Fees .00% .00% .00% .00% .00%
Administration Fees .04% .04% .04% .04% .04%
Other Expenses .09% .10% .30%* .30% .27%
---- ---- ----- ----- ----
Total Annual Portfolio
Operating Expenses .13% .14% .34%* .34% .31%
==== ==== ===== ===== ====
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ The Portfolios described in this prospectus do not pay any advisory fees to
The Glenmede Trust Company, the investment advisor of the Funds (the
"Advisor"), or its affiliates ("Affiliates"). However, investors in these
Portfolios must be clients of the Advisor, its Affiliates or certain
financial institutions, or must be certain employee benefit plans. The
"Maximum Account Fee" in the above table is the current maximum annual fee
that the Advisor or an Affiliate would charge its clients directly for
fiduciary, trust and/or advisory services (e.g., personal trust, estate,
advisory, tax and custodian services). The actual annual fees charged by the
Advisor and Affiliates for such services vary depending on a number of
factors, including the particular services provided to the client, but are
generally lower than 1% of the client's assets under management. Investors
may also have to pay various fees to others to become shareholders of the
Portfolios. See "Purchase of Shares."
* "Other Expenses" includes interest expenses of the Core Fixed Income
Portfolio. If such interest expenses were not included, "Other Expenses"
would be 0.09% and "Total Annual Portfolio Operating Expenses" would be 0.13%
for the Core Fixed Income Portfolio.
9
<PAGE>
Example
This Example is intended to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolios for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolios' operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
<TABLE>
<CAPTION>
Money Market Portfolios Bond Portfolios
- ------------------------------------------------------------------------------------------------------------
Government Tax-Exempt Core Fixed Muni New Jersey
Cash Cash Income Intermediate Muni
Portfolio Portfolio Portfolio Portfolio Portfolio
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
One Year $____ $____ $____ $____ $____
Three Years ____ ____ ____ ____ ____
Five Years ____ ____ ____ ____ ____
Ten Years ____ ____ ____ ____ ____
- ------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
INVESTMENTS
Objective and Principal Strategies
To help you decide which Portfolio is appropriate for you, this section
looks more closely at the Portfolios' investment objectives and policies. You
should carefully consider your own investment goals, time horizon and risk
tolerance before investing in a Portfolio.
Each Portfolio's investment objective may be changed by the Board
members without shareholder approval.
Money Market Portfolios
Government Cash Portfolio
The investment objective of the Government Cash Portfolio is to provide
maximum current interest income consistent with the preservation of capital and
liquidity.
The Government Cash Portfolio invests in short-term securities issued
by the U.S. Treasury, U.S. Government agencies, or other agencies or
intrumentalities sponsored by the U.S. Government, and enters into repurchase
agreements secured by such instruments.
Tax-Exempt Cash Portfolio
The investment objective of the Tax-Exempt Cash Portfolio to provide
maximum current interest income exempt from Federal income taxes consistent with
the preservation of capital and liquidity.
The Tax-Exempt Cash Portfolio invests primarily in short-term, high
quality municipal obligations. Municipal obligations may include the following:
project notes, demand notes, short-term municipal obligations (including tax
anticipation notes, revenue anticipation notes, bond anticipation notes, tax and
revenue anticipation notes, construction loan notes, and short-term discount
notes), municipal bonds, variable rate demand notes, and non-rated tax-exempt,
privately placed securities. Under normal circumstances, the Portfolio will
invest at least 80% of its net assets in municipal obligations which pay
interest that is exempt from regular Federal income tax. The Portfolio will use
its best efforts to avoid investing any of its assets in municipal obligations
which pay interest that may be subject to Federal alternative minimum tax.
Investment Duration and Quality:
Each Portfolio will invest in securities maturing within 13 months from
the date of purchase. While this limitation also applies to the Portfolio's
investments in repurchase agreements, securities collateralizing those
repurchase agreements may bear maturities exceeding 13 months. Each Portfolio
may also purchase bonds with longer final maturities if, pursuant to a demand
feature, they provide for redemption within 13 months from the date of purchase.
11
<PAGE>
The Portfolios may invest only in securities which the Advisor believes
present minimal credit risk at the time of purchase. Eligible securities are:
(i) securities rated in the two highest rating categories of a nationally
recognized statistical rating organization. If they are rated by more than one
such rating agency, at least one other rating agency must rate them in one of
its two highest categories; and (ii) unrated securities determined to be of
comparable quality at the time of purchase.
Bond Portfolios
Core Fixed Income Portfolio
The investment objective of the Core Fixed Income Portfolio is to
provide maximum, long-term total return consistent with reasonable risk to
principal.
The Portfolio invests primarily in mortgage-backed securities and fixed
income securities issued by the U.S. Treasury, U.S. government agencies, or
other agencies or instrumentalities sponsored by the U.S. Government
(collectively, "U.S. Government Securities"). The Portfolio may also invest in
debt obligations of domestic and foreign companies. The Portfolio expects to
achieve consistent results over the long term. The weighted average maturity of
the Portfolio is expected to be between three and ten years. Under normal
circumstances, at least 65% of the Portfolio's total assets will be invested in
U.S. Government Securities and repurchase agreements collateralized by U.S.
Government Securities. The net asset value of the Portfolio will fluctuate.
The Portfolio may actively trade portfolio securities to achieve its
principal investment strategies. A high rate of portfolio turnover involves
correspondingly high transaction costs, which may adversely affect the
Portfolio's performance. High portfolio turnover may also result in the
realization of short-term capital gains. Distributions derived from such gains
will be treated as ordinary income for federal income tax purposes.
Muni Intermediate Portfolio and New Jersey Muni Portfolio
The investment objective of the Muni Intermediate and New Jersey Muni
Portfolios is to seek as high a level of current income exempt from Federal
income tax as is consistent with preservation of capital.
The New Jersey Muni Portfolio will invest at least 65% of its net
assets in intermediate and long-term tax-exempt obligations of the State of New
Jersey and its political subdivisions, agencies and authorities.
During normal market conditions, the Muni Intermediate Portfolio and
New Jersey Muni Portfolio will invest at least 80% of their net assets in
intermediate and long-term municipal obligations, which pay tax-exempt interest.
Each of the Portfolios may invest up to 20% of its net assets in municipal
obligations which pay interest which is exempt from regular Federal income tax,
but may be subject to Federal alternative minimum tax. The Portfolios may take
temporary defensive positions that are inconsistent with their principal
investment strategies in response to adverse market, economic, political, or
other conditions. Such investments may include taxable short-term instruments.
12
<PAGE>
Investment Duration and Quality:
Each Portfolio expects to maintain an average dollar weighted maturity
of 3 to 10 years.
The Core Fixed Income Portfolio's investments in privately issued
mortgage-backed obligations, debt obligations of domestic and foreign companies,
and any other publicly or privately placed U.S. Government Securities will be
rated at least A by Standard & Poor's Ratings Group ("S&P") or Moody's Investors
Service, Inc. ("Moody's"). The Portfolio may invest in unrated securities if
they are determined to be of comparable quality at the time of purchase.
The Muni Intermediate and New Jersey Muni Portfolios will invest in
securities that are rated at the time of purchase within the three highest
ratings assigned by Moody's (i.e., Aaa, Aa, A) or S&P (AAA, AA, A) in the case
of bonds, or rated SP-1 or higher by S&P or MIG-2 or higher by Moody's in the
case of notes. The Portfolio may invest in unrated securities if they are
determined to be of comparable quality at the time of purchase. If a portfolio
security is reduced below the above rating, the Advisor will dispose of the
security in an orderly fashion as soon as practicable.
Risks
All Bond and Money Market Portfolios
The risks of investing in any of the Bond or Money Market Portfolios
are also described above in the Risk/Return Summary. The following supplements
that description.
Interest Rate Risks
Generally, a fixed-income security will increase in value when interest
rates fall and decrease in value when interest rates rise. Longer-term
securities are generally more sensitive to interest rate changes than
shorter-term securities, but they usually offer higher yields to compensate
investors for the greater risks.
A bond Portfolio's average dollar-weighted maturity is a measure of how
the Portfolio will react to interest rate changes. The stated maturity of a bond
is the date when the issuer must repay the bond's entire principal value to an
investor. A bond's term to maturity is the number of years remaining to
maturity. A bond Portfolio does not have a stated maturity, but it does have an
average dollar-weighted maturity. This is calculated by averaging the terms to
maturity of bonds held by a Portfolio, with each maturity "weighted" according
to the percentage of net assets it represents.
Credit Risks
The risk that an issuer will be unable to make principal and interest
payments when due is known as "credit risk." U.S. Government Securities are
generally considered to be the safest type of investment in terms of credit
risk. Municipal obligations generally rank between U.S. Government Securities
and corporate debt securities in terms of credit safety. Corporate debt
securities, particularly those rated below investment grade, may present the
highest credit risk.
13
<PAGE>
Ratings published by Rating Agencies are widely accepted measures of
credit risk. The lower a bond issue is rated by an agency, the more credit risk
it is considered to represent. Lower-rated bonds generally pay higher yields to
compensate investors for the greater risk.
Mortgage-Backed Obligations
The Core Fixed Income Portfolio may invest in mortgage-backed
securities (including collateralized mortgage obligations) that represent pools
of mortgage loans assembled for sale to investors by various government-related
organizations. These organizations include the Government National Mortgage
Association (whose obligations are guaranteed by the U.S. Government), and the
Federal National Mortgage Association and Federal Home Loan Mortgage Corporation
(whose obligations are not guaranteed by the U.S. Government). Mortgage-backed
securities provide a monthly payment consisting of interest and principal
payments. Additional payments may be made out of unscheduled repayments of
principal resulting from the sale of the underlying residential property,
refinancing or foreclosure. When interest rates are declining, prepayments of
principal on mortgage-backed securities may tend to increase due to refinancing
of mortgages. Any premium paid by the Portfolio on purchases of mortgage-backed
securities may be lost if an underlying mortgage is prepaid. The yield of the
Portfolio may be affected when it reinvests prepayments it receives.
Debt Obligations
Debt obligations of domestic and foreign companies may include a broad
range of fixed and variable rate bonds, debentures and notes. The Core Fixed
Income Portfolio's shares are subject to the risk of market value fluctuations.
The market value of securities held by the Portfolio is expected to vary
according to factors such as changes in interest rates and changes in the
average weighted maturity of the Portfolio.
Municipal Revenue Obligations
The Tax-Exempt Cash, Muni Intermediate and New Jersey Muni Portfolios
may each invest 25% or more of its net assets in municipal obligations, which
pay interest and principal from revenues of similar projects. Each Portfolio may
also invest up to 20% of its total assets in taxable investments including
private activity bonds. Such investments involve risks presented by the laws and
economic conditions relating to such projects and bonds. These securities do not
carry the general obligation of the issuer and are not backed by taxing power.
In many cases, the Internal Revenue Service has not ruled on whether
the interest received on a municipal obligation is tax-exempt. The Portfolios
and the Advisor rely on the opinion of bond counsel to the issuers at the time
of issuance and will not review the bases for them.
The Muni Intermediate and New Jersey Muni Portfolios concentrate their
investments in Pennsylvania Municipal and New Jersey Municipal Obligations,
respectively. If Pennsylvania or New Jersey or any of their political
subdivisions, agencies, instrumentalities and authorities were to suffer serious
financial difficulties that might jeopardize the ability to pay their
obligations, the value of the affected Portfolio could be adversely affected.
Repurchase Agreements
The Government Cash and Core Fixed Income Portfolios may enter into
repurchase agreements with qualified brokers, dealers, banks and other financial
institutions deemed creditworthy by the Advisor. Such agreements can be entered
into for periods of one day or for a fixed term.
14
<PAGE>
In a repurchase agreement, a Portfolio purchases a security and
simultaneously commits to resell that security at a future date to the seller (a
qualified bank or securities dealer) at an agreed upon price plus an agreed upon
market rate of interest (itself unrelated to the coupon rate or date of maturity
of the purchased security). The seller under a repurchase agreement will be
required to maintain the value of the securities which are subject to the
agreement and held by a Portfolio at not less than the agreed upon repurchase
price. If the seller defaults on its repurchase obligation, the Portfolio
holding such obligation suffers a loss to the extent that the proceeds from a
sale of the underlying securities (including accrued interest) is less than the
repurchase price (including accrued interest) under the agreement. In the event
that such a defaulting seller files for bankruptcy or becomes insolvent,
disposition of such securities by the Portfolio might be delayed pending court
action.
Reverse Repurchase Agreements
The Core Fixed Income Portfolio may enter into an agreement to sell a
security and simultaneously commit to repurchase that security at a future date
from the buyer. In effect, the Portfolio is temporarily borrowing funds at an
agreed upon interest rate from the purchaser of the security.
The Portfolio's investment of the proceeds of a reverse repurchase
agreement is the speculative factor known as leverage. The Portfolio may enter
into a reverse repurchase agreement only if the interest income from investment
of the proceeds is greater than the interest expense of the transaction and the
proceeds are invested for a period no longer than the term of the agreement. The
Portfolio will maintain liquid securities at least equal to the value of its
purchase obligations under these agreements. The Advisor will consider the
creditworthiness of the other party in determining whether the Portfolio will
enter into a reverse repurchase agreement.
The Portfolio is permitted to invest up to one-third of its total
assets in reverse repurchase agreements and securities lending transactions
combined.
The use of reverse repurchase agreements involves certain risks. For
example, the securities acquired by the Portfolio with the proceeds of such an
agreement may decline in value and the market value of the securities sold by
the Portfolio may decline below the repurchase price. Neither eventuality
affects the Portfolio's responsibility to complete the transaction at full
value.
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolios and how they may advance the Portfolios' investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
15
<PAGE>
Other Types of Investments
This Prospectus describes each Portfolio's principal investment
strategies, and the particular types of securities in which each Portfolio
principally invests. Each Portfolio may, from time to time, make other types of
investments and pursue other investment strategies in support of its overall
investment goal. These supplemental investment strategies--and the risks
involved--are described in detail in the Statement of Additional Information,
which is referred to on the Back Cover of this Prospectus.
Year 2000 Risks
Like other investment companies and financial service providers, the
Portfolios could be adversely affected if the computer systems used by the
Advisor and the Portfolios' other service providers do not properly process and
calculate date-related information and data beginning on January 1, 2000. This
is commonly known as the "Year 2000 Problem." The Year 2000 Problem arises
because most computer systems were designed only to recognize a two-digit year,
not a four-digit year. When the year 2000 begins, these computers may interpret
"00" as the year 1900 and either stop processing date-related computations or
process them incorrectly. These failures could have a negative impact on the
handling of securities trades, pricing and account services. The Advisor and
administrator are taking steps to address the Year 2000 Problem with respect to
the computer systems that they use and to obtain assurance that comparable steps
are being taken by the Portfolios' other major service providers. As of the date
of this Prospectus, it is not anticipated that shareholders will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of the Year 2000 Problem. However, there can be no
assurance that these steps will be successful, or that interaction with other
non-complying computer systems will not adversely impact the Portfolios.
PRICE OF PORTFOLIO SHARES
The price of shares issued by each Portfolio is based on net asset
value ("NAV"). The NAV per share of the Money Market Portfolios is determined as
of 12:00 noon (Eastern time) on each day that the New York Stock Exchange is
open for business (a "Business Day"). The NAV per share of the Core Fixed
Income, Muni Intermediate and New Jersey Muni Portfolios is determined as of the
close of regular trading hours of the Exchange on each Business Day currently
4:00 p.m. (Eastern time).
Government Cash and Tax-Exempt Cash Portfolios
For the purpose of calculating each Money Market Portfolio's NAV per
share, securities are valued at "amortized cost."
16
<PAGE>
Bond Portfolios
Marketable fixed income securities at priced at market value. Debt
securities with remaining maturities of 60 days or less are valued at amortized
cost. The value of other assets and securities for which no quotations are
readily available (including restricted securities) is determined in good faith
at fair value using methods determined by the Board of Directors or the Board of
Trustees.
PURCHASE OF SHARES
Shares of each Portfolio are sold without a sales commission on a
continuous basis to the Advisor acting on behalf of its or an Affiliate's
clients ("Clients") and to other institutions (the "Institutions"), at the NAV
per share next determined after receipt of the purchase order by the transfer
agent. The minimum initial investment for each Portfolio is $25,000; the minimum
subsequent investment for each Portfolio is $1,000. The minimum initial and
subsequent investment requirements may be reduced or waived from time to time.
If you wish to purchase shares in the Funds, you should contact the Advisor or
your Institution.
Your broker/dealer may charge you for purchasing or selling shares of
the Portfolios. There is no transaction charge for shares purchased directly
from the Portfolios.
Shares purchased in the Money Market Portfolios before 12:00 noon
(Eastern time) begin earning dividends on the same business day provided Federal
funds are available to the particular Portfolio before 12:00 noon (Eastern time)
that day.
Purchases of a Portfolio's shares will be made in full and fractional
shares calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued except upon your written
request. No certificates for fractional shares will be issued.
REDEMPTION OF SHARES
You may redeem shares of each Portfolio at any time, without cost, at
the NAV per share next determined after the transfer agent receives your
redemption request. Generally, a properly signed written request is all that is
required. If you wish to redeem shares, you should contact the Advisor or your
Institution.
You will ordinarily be paid your redemption proceeds within one
business day, but in no event more than seven days, after the transfer agent
receives your order. Redemption orders are effected at NAV per share next
determined after receipt of the order. The Funds may suspend the right of
redemption or postpone the date of payment under any emergency circumstances as
determined by the Securities and Exchange Commission (the "SEC").
17
<PAGE>
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION
OF SHARES OF THE PORTFOLIOS
The Glenmede Fund, Inc. and The Glenmede Portfolios (together, the
"Funds") may appoint one or more entities as their agent to receive purchase and
redemption orders of shares of the Portfolios and cause these orders to be
transmitted, on a net basis, to the Funds' transfer agent. In these instances,
orders are effected at the NAV per share next determined after receipt of that
order by the entity, if the order is received by the Funds' transfer agent not
later than the next business morning.
DIVIDENDS AND DISTRIBUTIONS
The Portfolios have the following dividend and capital gains policies:
(a) The Money Market Portfolios declare dividends daily and
normally distribute substantially all of their net investment
income to shareholders monthly.
(b) The Core Fixed Income, Muni Intermediate and New Jersey Muni
Portfolios normally will distribute substantially all of their
net investment income to shareholders monthly.
The Portfolios normally distribute any realized net capital gains once
a year.
TAXES
Federal
Taxable Portfolios. Each Portfolio intends to distribute as dividends
substantially all of its investment company taxable income each year. Such
dividends will be taxable to you as ordinary income unless you are not currently
exempt from Federal income taxes, whether you receive the distribution in cash
or reinvested in additional shares.
Dividends paid by the Portfolios will generally be taxable to you as
ordinary income or capital gains. Distributions by a Portfolio attributable to
its "net capital gain" (the excess of its net long-term capital gain - i.e.,
gains or assets held more than 12 months - over its net short-term capital
loss), if any, qualify as "capital gains distributions." These distributions are
taxable to you as long-term capital gain, regardless of how long you have held
shares and whether you receive such gains in cash or reinvested in additional
shares. For individuals, long-term capital gain is generally subject to a
maximum federal tax rate of 20%.
The investment objectives of the Bond and Money Market Portfolios will
generally cause their annual distributions to consist primarily of ordinary
income.
18
<PAGE>
You may realize a capital gain or less upon redemption or transfer of
your shares of the Core Fixed Income, Muni Intermediate and New Jersey Muni
Portfolios, depending upon the tax basis of your shares and their price at the
time of redemption or transfer.
Tax-Exempt Cash, Muni Intermediate and New Jersey Muni Portfolios. You
may treat exempt-interest dividends as items of interest excludable from your
gross income under Section 103(a) of the Code, unless under your circumstances
the exclusion would be disallowed. (See "Additional Information Concerning
Taxes" in the SAI.) Distributions of net income may be taxable to you under
state or local law as dividend income even though a substantial portion of such
distributions may be derived from interest on tax-exempt obligations which, if
realized directly, would be exempt from such income taxes.
To the extent that dividends paid to you are derived from taxable
interest or from long-term or short-term capital gains, such dividends will be
subject to Federal income tax (whether such dividends are paid in cash or
additional shares) and may also be subject to state and local taxes.
Miscellaneous. If you are considering a purchase of shares of the Core
Fixed Income, Muni Intermediate and New Jersey Muni Portfolios, on or just
before the record date of a dividend, you should be aware that the amount of the
forthcoming dividend payment, although in effect a return of capital, will be
taxable.
Dividends declared in October, November or December of any year payable
to shareholders of record on a specified date in such months will be deemed to
have been received by the shareholders and paid by a Portfolio on December 31,
in the event such dividends are paid during January of the following year.
Pennsylvania Tax Considerations
Shareholders of the Muni Intermediate Portfolio will not be subject to
Pennsylvania Personal Income Tax on distributions from the Portfolio
attributable to interest income from Pennsylvania Municipal Obligations held by
the Portfolio. The exemption from Pennsylvania Personal Income Tax also will
extend to interest on obligations of the United States, its territories and
certain of its agencies and instrumentalities (collectively, "Federal
Securities"). In addition, shareholders of the Portfolio who are Philadelphia
residents will not be subject to the Philadelphia School District Net Income Tax
on distributions from the Portfolio attributable to interest income from
Pennsylvania municipal obligations or Federal Securities.
Distributions derived from investments other than Pennsylvania
Municipal Obligations and Federal Securities and distributions from net realized
capital gains will be subject to the Pennsylvania Personal Income Tax and the
Philadelphia School District Tax, except that distributions attributable to
capital gains on investments held by the Portfolio for more than six months are
not subject to the Philadelphia School District Tax. Gain on the disposition of
a share of the Muni Intermediate Portfolio will be subject to Pennsylvania
Personal Income Tax and the School District Tax, except that gain realized with
respect to a share held for more than six months is not subject to the School
District Tax.
19
<PAGE>
New Jersey Tax Considerations
It is anticipated that substantially all dividends paid by the New
Jersey Muni Portfolio will not be subject to New Jersey personal income tax. In
accordance with the provisions of New Jersey law, distributions paid by a
"qualified investment fund" will not be subject to the New Jersey personal
income tax to the extent that the distributions are attributable to income
received as interest or gain from New Jersey Municipal Obligations, or as
interest or gain from direct U.S. Government obligations. Distributions by a
qualified investment fund that are attributable to most other sources will be
subject to the New Jersey personal income tax. If the New Jersey Muni Portfolio
qualifies as a qualified investment fund under New Jersey law, any gain on the
redemption or sale of the Portfolio's shares will not be subject to the New
Jersey personal income tax. To be classified as a qualified investment fund, at
least 80% of the Portfolio's investment must consist of New Jersey Municipal
Obligations or direct U.S. Government obligations; it must have no investments
other than interest-bearing obligations, obligations issued at a discount, and
cash and cash items (including receivables) and financial options, futures and
forward contracts related to interest bearing obligations issued at a discount;
and it must satisfy certain reporting obligations and provide certain
information to its shareholders. Shares of the Portfolio are not subject to
property taxation by New Jersey or its political subdivisions. To the extent
that a shareholder is subject to state or local taxes outside New Jersey,
dividends earned by an investment in the New Jersey Muni Portfolio may represent
taxable income.
The New Jersey personal income tax is not applicable to corporations.
For all corporations subject to the New Jersey Corporation Business Tax,
dividend and distributions from a "qualified investment fund" are included in
the net income tax base for purposes of computing the Corporation Business Tax.
Furthermore, any gain upon the redemption or sale of New Jersey Muni Portfolio
shares by a corporate shareholder is also included in the net income tax base
for purposes of computing the Corporation Business Tax.
Other State and Local Taxes
Other shareholders may be subject to state and local taxes on
distributions from the Funds. You should consult with your tax adviser with
respect to the tax status of distributions from the Funds in your state or
locality.
General
The foregoing summarizes some of the important tax considerations
generally affecting the Portfolios and their shareholders and is not intended as
a substitute for careful tax planning. Accordingly, you should consult your tax
advisers with specific reference to your own tax situation. You will be advised
at least annually as to the federal income tax consequences of distributions
made each year.
20
<PAGE>
MANAGEMENT OF THE PORTFOLIOS
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolios. The Advisor, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is a wholly-owned subsidiary of The Glenmede
Corporation. At December 31, 1998, the Advisor had over $___ billion in assets
in the accounts for which it serves in various capacities including as executor,
trustee or investment advisor.
Under its Investment Advisory Agreements with the Funds, the Advisor,
subject to the control and supervision of the particular Fund's Board and in
conformance with the stated investment objective and policies of each Portfolio,
manages the investment and reinvestment of the assets of each Portfolio. It is
the responsibility of the Advisor to make investment decisions for the
Portfolios and to place each Portfolio's purchase and sales orders.
The Advisor does not receive any fee from the Funds for its investment
services provided to the Portfolios. However, shareholders in the Funds who are
clients of the Advisor, or an Affiliate of the Advisor, pay fees which vary,
depending on the capacity in which the Advisor or the Affiliate provides them
with fiduciary and investment services (e.g., personal trust, estate settlement,
advisory and custodian services). Shareholders in the Funds who are customers of
other Institutions may pay fees to those Institutions.
Mary Ann B. Wirts, First Vice President and Manager of the Fixed Income
Division of the Advisor, has been the portfolio manager primarily responsible
for the management of the Tax-Exempt Cash Portfolio since that Portfolio
commenced operations. Since November 1, 1996, Mrs. Wirts has also been the
portfolio manager primarily responsible for the management of the Government
Cash Portfolio. Mrs. Wirts has been employed by the Advisor since 1982.
Laura LaRosa is the portfolio manager primarily responsible for the
management of the Muni Intermediate and New Jersey Muni Portfolios. Ms. LaRosa
has been primarily responsible for the management of those Portfolios since
November 1994. Prior to her employment with the Advisor in 1994, Ms. LaRosa had
been Vice President of Institutional Sales at Hopper Soliday, Philadelphia.
Timothy M. Woolley, CFA is the portfolio manager primarily responsible
for the management of the Core Fixed Income Portfolio. Mr. Woolley has been
primarily responsible for the management of this Portfolio since January 1,
1998. Mr. Woolley is a Fixed Income Portfolio Manager and analyst specializing
in mortgage-backed securities. Prior to his employment with the Advisor in 1994,
Mr. Woolley had been with Meridian Capital Markets and Meridian Bank for five
years, most recently serving as Vice President specializing in mortgage
research.
21
<PAGE>
GENERAL INFORMATION
If you have any questions regarding the Portfolios contact the Funds at
the address or telephone number stated on the back cover page.
22
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand
each Portfolio's financial performance for the past 5 years.
Certain information reflects financial results for a single
Portfolio share. The total returns in the table represent the rate
that an investor would have earned or lost on an investment in each
Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the
Portfolios' financial statements, are included in the Annual
Report, which is available upon request.
Core Fixed Income Portfolio*
(For a share outstanding throughout
each period)
<TABLE>
<CAPTION>
Year Ended October 31,
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $_____ $ 10.29 $ 10.36 $ 9.89 $ 10.84
------- -------- -------- --------
Income from Investment Operations
Net Investment Income _____ 0.68 0.66 0.69 0.64
Net Gain/Loss on Securities
(both realized and unrealized) _____ 0.17 (0.08) 0.46 (0.96)
------- -------- -------- --------
Total From Investment Operations _____ 0.85 0.58 1.15 (0.32)
------- -------- -------- --------
Less Distributions:
Dividends (from net investment
income) _____ (0.68) (0.65) (0.68) (0.63)
Distributions (from capital gains) _____
Return of Capital _____
Total Distributions _____ (0.68) (0.65) (0.68) (0.63)
------- -------- -------- --------
Net Asset Value, End of Period $_____ $ 10.46 $ 10.29 $ 10.36 $ 9.89
===== ======== ======== ======== ========
Total Return _____% 8.63% 5.88% 12.06% (3.03)%
===== ======= ======== ======== ========
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's) $_____ $266,733 $259,503 $342,874 $333,797
Ratio of Expenses to Average Net
Assets _____% 0.13% 0.16% 0.11% 0.12%
Ratio of Gross Expense to Average
Net Assets _____% 0.43%** 0.16% 0.11% 0.14%**
Ratio of Net Income to Average Net
Assets _____% 6.67% 6.37% 6.67% 6.06%
Portfolio Turnover Rate _____% 307% 47% 228% 165%
</TABLE>
- -----------------
* The Intermediate Government Portfolio was renamed the Core Fixed Income
Portfolio effective September 25, 1997.
** The annualized operating expense ratios exclude interest expense. The
ratios including interest expense for the years ended October 31, 1997 and
October 31, 1994 were 0.13% and 0.12%, respectively.
23
<PAGE>
Muni Intermediate Portfolio
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Year Ended October 31,
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year..... $_____ $ 10.26 $ 10.32 $ 9.74 $ 10.59
------- ------- ------- -------
Income from Investment Operations
Net Investment Income _____ 0.52 0.53 0.53 0.53
Net Gain/(Loss) on Securities
(both realized and unrealized) _____ 0.14 (0.06) 0.58 (0.85)
------- ------- ------- -------
Total From Investment Operations _____ 0.66 0.47 1.11 (0.32)
------- ------- ------- -------
Less Distributions:
Dividends (from net investment income)
Distributions (from capital gains) _____ (0.52) (0.53) (0.53) (0.53)
Return of Capital _____
Total Distributions _____
Net Asset Value, End of Period $_____ $ 10.40 $ 10.26 $ 10.32 $ 9.74
====== ======= ======= ======= =======
Total Return _____% 6.69% 4.67% 11.76% (3.13)%
====== ======= ======= ======== =======
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's). _____ $19,219 $18,471 $18,096 $22,097
Ratio of Expenses to Average Net
Assets _____% 0.34% 0.32% 0.28% 0.25%
Ratio of Net Income to Average Net
Assets _____% 5.09% 5.16% 5.23% 4.78%
Portfolio Turnover Rate _____% 21% 44% 28% 11%
</TABLE>
24
<PAGE>
New Jersey Muni Portfolio
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Year Ended October 31,
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $______ $ 9.97 $ 10.00 $ 9.22 $ 10.00
------- ------- ------- -------
Income from Investment Operations
Net Investment Income ______ 0.44 0.44 0.41 0.32
Net Gain/(Loss) on Securities
(both realized and unrealized) ______ 0.23 (0.03) 0.78 (0.82)
------- ------- ------- -------
Total From Investment Operations ______ 0.67 0.41 1.19 (0.50)
------- ------- ------- -------
Less Distributions:
Dividends (from net investment income) $______ $ (0.44) $(0.053) $ (0.41) $ (0.28)
------- ------- ------- -------
Distributions (from capital gains) ______
Return of Capital ______
Total Distributions ______
Net Asset Value, End of Period $______ $ 10.20 $ 9.97 $ 10.00 $ 9.22
====== ======= ======= ======= =======
Total Return % 6.90% 4.24% 13.25% (5.13)%
====== ======= ======= ======= =======
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's) $_____ $12,117 $ 7,545 $ 5,932 $ 4,564
Ratio of Expenses to Average Net Assets _____% 0.31% 0.24% 0.53% 0.60%*
Ratio of Net Income to Average Net Assets _____% 4.42% 4.56% 4.30% 3.60%*
Portfolio Turnover Rate _____ 19% 33% 12% 65%
</TABLE>
----------------
* Annualized.
25
<PAGE>
Government Cash Portfolio
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Year Ended October 31,
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- -------- -------- -------- --------
Income from Investment Operations
Net Investment Income ______ 0.054 0.053 0.059 0.038
Net Gain/(Loss) on Securities
(both realized and unrealized) ______
Total From Investment Operations ______
Less Distributions:
Dividends (from net investment income) $______ $ (0.054) $ (0.053) $ (0.059) $ (0.038)
-------- -------- -------- --------
Distributions (from capital gains) ______
Return of capital ______
Total Distributions ______
Net Asset Value, End of Period $______ $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======== ======== ======== ========
Total Return % 5.53% 5.46% 5.87% 3.78%
======= ======== ======== ======== ========
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's)
Ratio of Expenses to Average Net Assets
Ratio of Net Income to Average Net Assets
$______ $451,038 $452,395 $408,605 $353,405
______% 0.13% 0.16% 0.15% 0.11%
______% 5.39% 5.32% 5.71% 3.82%
</TABLE>
26
<PAGE>
Tax-Exempt Cash Portfolio
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Year Ended October 31,
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------ -------- -------- -------- --------
Income from Investment Operations
Net Investment Income _____ 0.034 0.034 0.038 0.025
Net Gain/(Loss) on Securities
(both realized and unrealized) _____
Total From Investment Operations _____
Less Distributions:
Dividends (from net investment income) $_____ $ (0.034) $ (0.034) $ (0.038) $ (0.025)
-------- -------- -------- --------
Distributions (from capital gains) _____
Return of Capital _____
Total Distributions _____
Net Asset Value, End of Period $_____ $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ======= ======== ======== ========
Total Return % 3.46% 3.42% 3.76% 2.48%
====== ======= ======== ======== ========
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's) $_____ $280,950 $224,999 $222,808 $222,985
Ratio of Expenses to Average Net Assets _____% 0.14% 0.15% 0.15% 0.13%
Ratio of Net Income to Average Net Assets _____% 3.40% 3.36% 3.69% 2.52%
</TABLE>
27
<PAGE>
[BACK COVER]
Where to find more information
More Portfolio information is available to you upon request and without charge:
Annual and Semi-Annual Report
The Annual and Semi-Annual Reports provide additional information about the
Portfolios' investments and performance. The Annual Report also contains a
discussion of the market conditions and investment strategies that significantly
affected the Portfolios' performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI includes additional information about the Portfolios' investment
policies, organization and management. It is legally part of this prospectus (it
is incorporated by reference).
You can get free copies of the Portfolios' Annual Report, Semi-Annual Report or
SAI. You may also request other information about the Portfolios, and make
inquiries.
Write to:
The Glenmede Fund/Portfolios
One South Street
Baltimore, MD 21202
By phone:
1-800-442-8299
Information about the Portfolios (including the Portfolios' SAI) can be reviewed
and copied at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. Information about the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information
about the Portfolios are available on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.
The Glenmede Fund, Inc. Investment Company Act File No. is 811-5577
The Glenmede Portfolios Investment Company Act File No. is 811-6578
28
<PAGE>
[FRONT COVER]
THE GLENMEDE FUND, INC.
Prospectus
February 28, 1999
Equity Portfolios
International Portfolio
Large Cap Value Portfolio
Small Capitalization Equity Portfolio
(Advisor Shares)
Tax Managed Equity Portfolio
Investment Advisor
The Glenmede Trust Company
The Securities and Exchange Commission has not approved or disapproved the
Portfolios' shares or determined if this prospectus is accurate or complete. It
is a criminal offense to state otherwise.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY............................................................1
INVESTMENTS....................................................................7
PRICE OF PORTFOLIO SHARES.....................................................10
PURCHASE OF SHARES............................................................11
REDEMPTION OF SHARES..........................................................11
ADDITIONAL INFORMATION ON THE PURCHASE
AND REDEMPTION OF SHARES OF THE PORTFOLIOS...........................12
DIVIDENDS AND DISTRIBUTIONS...................................................12
TAXES.........................................................................12
MANAGEMENT OF THE PORTFOLIOS..................................................13
GENERAL INFORMATION...........................................................14
FINANCIAL HIGHLIGHTS..........................................................15
-i-
<PAGE>
RISK/RETURN SUMMARY
Equity Portfolios
---------------------------------------------------------------------
Important Concepts
Market capitalization is a common measure of the size of a company. It
is the market price of a share of the company's stock multiplied by the
number of shares that are outstanding.
Total return consists of net income (dividend and interest income from
portfolio securities, less expenses of the Portfolio) and capital gains
and losses, both realized and unrealized, from portfolio securities.
---------------------------------------------------------------------
<TABLE>
<CAPTION>
Investment Goals Principal Investments
<S> <C> <C>
International Long-term total return Common stocks and other equity
Portfolio securities of companies located
outside the United States.
Large Cap Value Long-term total return Common stocks of companies with
Portfolio large market capitalizations. The
Advisor uses its own computer
model, which ranks stocks, as an
investment guide.
Small Capitalization Long-term capital Common stocks of companies with
Equity Portfolio appreciation small market capitalizations.
Tax Managed Equity Long-term total return Common stocks. The Advisor
Portfolio (formerly, the attempts to minimize the impact of
"Equity Portfolio") federal and state income taxes on
shareholders' returns.
</TABLE>
<PAGE>
Principal Risks of
Investing
All Equity Portfolios Common stocks may decline over short or
even extended periods of time. Equity
markets tend to be cyclical: there are
times when stock prices generally
increase, and other times when they
generally decrease. Therefore, you
could lose money by investing in the
Portfolios.
In addition, each of the Equity
Portfolios is subject to the additional
risk that the particular types of
stocks held by the Portfolio will
underperform other types of stocks.
The International Portfolio invests its
assets in foreign securities. The
Portfolio may also enter into foreign
currency exchange contracts to hedge
the currency risk of portfolio
securities denominated in a foreign
currency. These securities and
contracts may carry additional risks.
The Small Capitalization Equity
Portfolio is subject to the additional
risk that the stocks of smaller and
newer issuers can be more volatile and
more speculative than the stocks of
larger issuers.
The Tax Managed Equity Portfolio uses
various investment methods to reduce
the impact of federal and state income
taxes on shareholders' returns.
Accordingly, the Portfolio may miss the
opportunity to realize gains or reduce
losses as a result of this tax managed
investment strategy.
An investment in a Portfolio is not a
bank deposit and is not insured or
guaranteed by the Federal Deposit
Insurance Corporation or any other
government agency.
-2-
<PAGE>
Who may want to
invest in the Portfolios The Portfolios may be appropriate for
investors who want their capital to
grow over the long term, are investing
for goals several years away, and are
comfortable with stock market risks.
The Portfolios may not be appropriate
for investors who are investing for
short-term goals, or are mainly seeking
current income.
Bar Charts and
Performance Tables The Bar Charts and Tables below show
the Portfolios' annual returns and
their long-term performance. The Bar
Charts show how the performance of the
Portfolios has varied from year to
year. The Tables show how each
Portfolio's average annual returns for
one, five and ten years compare to
those of selected market indices. The
Bar Charts and Performance Tables
assume reinvestment of dividends and
distributions. The Portfolios' past
performance does not necessarily
indicate how they will perform in the
future.
[Insert separate Bar Chart for each
Portfolio showing calendar year-by-year
total returns for each Portfolio's
Shares for the last 10 calendar years,
or for the life of the Portfolio if
less than 10 years. The Bar on the left
will cover the earliest year (or
period), and the bars to the right will
represent subsequent calendar years,
ending with 1998. The numerical return
must be adjacent to each bar. Following
each Portfolio's bar chart, disclose
the Portfolio's highest and lowest
Return for a quarter during the period
covered by the bar chart.]
-3-
<PAGE>
- ---------------------------------------------
o The Morgan Stanley EAFE-IX(R)ND
Weighted Index is an unmanaged
capitalization weighted composite portfolio
consisting of equity total returns of
companies in Australia, New Zealand,
Europe and the Far East.
o The Lipper International Fund Index is
comprised of the 30 largest funds in the
Lipper International Fund Average. This
Average consists of funds that invest in
securities whose primary trading markets are
outside the United States
o The S&P Stock Index is an unmanaged index
comprised of 500 widely held common
stocks listed on the New York Stock
Exchange, the American Stock Exchange and
NASDAQ.
o The Lipper Growth Fund Index is comprised
of the 30 largest mutual funds in the Lipper
Growth Fund Average. This Average
consists of funds that normally invest in
companies whose long-term earnings are
expected to grow significantly faster that the
earnings of the stocks represented in the
major unmanaged stock indices.
o The Russell 2000 Index is an unmanaged
market capitalization weighted total return
index which is comprised of the 2000
smallest of the 3000 largest U.S. companies,
based on market capitalization.
o The Lipper Small Capitalization Fund Index
is comprised of the 30 largest funds in the
Lipper Small Capitalization Fund Average.
This Average consists of funds that invest
primarily in companies with market
capitalizations of less than $1 billion at the
time of purchase.
o The Dow Jones Industrial Average is an
unmanaged price weighted average based on
the performance (excluding dividends) of 30
blue chip stocks. The average is computed
by adding the prices of the 30 stocks and
dividing by denominator, which has been
adjusted over the years for stock splits, stock
dividends, and substitutions of stocks.
- ---------------------------------------------
The Portfolios' Average Annual Total Returns for
the Periods Ended December 31, 1998
- -------------------------------------------------------------------
Past Past 5 Past 10
1 Year Years Years
- -------------------------------------------------------------------
International Portfolio
- -------------------------------------------------------------------
Morgan Stanley EAFE-IX(R) ND
Weighted Index
- -------------------------------------------------------------------
Lipper International Fund Index
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Past Past 5 Since
1 Year Years December
31, 1992
- -------------------------------------------------------------------
Large Cap Value Portfolio
- -------------------------------------------------------------------
S&P 500 Index
- -------------------------------------------------------------------
Lipper Growth Fund Index
- -------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------
Past Past 5 Since
1 Year Years ______,
19__
- -------------------------------------------------------------------
Small Capitalization Equity
Portfolio (Advisor Shares)
- -------------------------------------------------------------------
S&P 500 Index
- -------------------------------------------------------------------
Russell 2000 Index
- -------------------------------------------------------------------
Lipper Small Capitalization Fund
Index
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Past Past 5 Past 10
1 Year Years Years
- -------------------------------------------------------------------
Tax Managed Equity Portfolio
- -------------------------------------------------------------------
S&P 500 Index
- -------------------------------------------------------------------
Dow Jones Industrial Average
- ------------------------------------- ------- -------- ------------
Lipper Growth Fund Index
- -------------------------------------------------------------------
-4-
<PAGE>
Fees and Expenses of the Portfolios
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios
<TABLE>
<CAPTION>
Glenmede Equity Portfolios
- ----------------------------------------------------------------------------------------------------------------------
Small
Capitalization Tax Managed
International Large Cap Equity Portfolio Equity
Portfolio Value Portfolio (Advisor Shares) Portfolio(1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment)
- ----------------------------------------------------------------------------------------------------------------------
Maximum Account Fee (annual percentage of
assets under management)*...............
1.00% 1.00% 1.00%** 1.00%
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Annual Portfolio Operating Expenses
(expenses that are deducted from
Portfolio assets)
- ----------------------------------------------------------------------------------------------------------------------
Management Fees......................... .00% .00% .55% .00%
- ----------------------------------------------------------------------------------------------------------------------
Administration Fees..................... .04% .04% .04% .04%
- ----------------------------------------------------------------------------------------------------------------------
Other Expenses.......................... .10% .09% .28% .09%
---- ---- ---- ----
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses .14% .13% .87% .13%
==== ==== ==== ====
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
(1) The Equity Portfolio was renamed the Tax Managed Equity Portfolio on August
20, 1998.
* The International, Large Cap Value and Tax Managed Equity Portfolios do not
pay any advisory fees to the Advisor, or its affiliates ("Affiliates"). However,
investors in these Portfolios must be clients of the Advisor, its Affiliates or
certain financial institutions, or must be certain employee benefit plans. The
"Maximum Account Fee" in the above table is the current maximum annual fee that
the Advisor or an Affiliate would charge its clients directly for fiduciary,
trust and/or advisory services (e.g., personal trust, estate, advisory, tax and
custodian services). The actual annual fees ("Client Fees") charged by the
Advisor and Affiliates for such services vary depending on a number of factors,
including the particular services provided to the client, but are generally
lower than 1% of the client's assets under management. Investors also may have
to pay various fees to others to become shareholders of the Portfolios. See
"Purchase of Shares."
** The Advisor and Affiliates currently intend to exclude the portion of its
clients' assets invested in the Small Capitalization Equity Portfolio when
calculating Client Fees.
-5-
<PAGE>
Example
This Example is intended to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolios for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolios' operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
International Portfolio................................. $___ $___ $___ $___
Large Cap Value Portfolio............................... $___ $___ $___ $___
Small Capitalization Equity Portfolio
Advisor Shares........................................ $___ $___ $___ $___
Tax Managed Equity Portfolio............................ $___ $___ $___ $___
</TABLE>
-6-
<PAGE>
INVESTMENTS
Objective and Principal Strategies
To help you decide which Portfolio is appropriate for you, this section
looks more closely at the Portfolios' investment objectives and policies. You
should carefully consider your own investment goals, time horizon and risk
tolerance before investing in a Portfolio.
Each Portfolio's investment objective may be changed by the Board
members without shareholder approval.
Each Portfolio may take temporary defensive positions that are
inconsistent with its principal investment strategies in response to adverse
market, economic, political, or other conditions. Such investments include
various short-term instruments. A defensive position, taken at the wrong time,
would have an adverse impact on that Portfolio's performance.
International Portfolio
The investment objective of the International Portfolio is to provide
maximum, long-term total return consistent with reasonable risk to principal.
The Portfolio attempts to achieve its objective by investing primarily
in common stocks and other equity securities of companies located outside the
United States. The Portfolio is expected to diversify its investments across
companies located in a number of foreign countries, which may include, but are
not limited to, Japan, the United Kingdom, Germany, France, Switzerland, the
Netherlands, Sweden, Australia, Hong Kong and Singapore. The Portfolio will
invest at least 65% of its total assets in the securities of companies based in
at least three different countries, other than the United States.
Large Cap Value Portfolio
The investment objective of the Large Cap Value Portfolio is to provide
maximum long-term total return consistent with reasonable risk to principal.
The Advisor attempts to achieve the Portfolio's objective by investing,
under normal market conditions, at least 65% of the value of its total assets in
equity securities of companies with market capitalizations greater than $5
billion at the time of purchase.
The Advisor will actively manage this Portfolio based upon its ongoing
analysis of economic, financial and market developments. The Advisor also will
use its own equity computer model, which ranks stocks, as an investment guide.
The Advisor currently runs its equity computer model at least weekly.
-7-
<PAGE>
Other factors considered by the Advisor in the selection of securities
include price-to-book value ratios, earnings-to-yields ratios, price-to-cash
flow ratios, return on equity ratios, debt-to-equity ratios, dividend yields,
earnings growth rates and historic price patterns.
The Large Cap Value Portfolio may actively trade portfolio securities
to achieve its principal investment strategies. A high rate of portfolio
turnover involves correspondingly high brokerage commission expenses and other
transaction costs, which may adversely affect the Portfolio's performance. High
portfolio turnover may also result in the realization of short-term capital
gains. Distributions derived from such gains will be treated as ordinary income
for federal income tax purposes.
Small Capitalization Equity Portfolio
The objective of the Small Capitalization Equity Portfolio is to
provide long-term appreciation consistent with reasonable risk to principal.
The Portfolio attempts to achieve its objective by investing primarily
in equity securities with market capitalizations, at the time of purchase, that
are below the largest market capitalization of any stock in the Russell 2000
Index. (This amount was $____ million as of _______.) To evaluate securities for
purchase, the Advisor systematically examines the earning and dividend paying
ability of companies and divides these characteristics by the market value of
the underlying equity securities. In addition, the Advisor may consider
price-to-earnings ratios, price-to-cash flow ratios, reinvestment rates,
dividend yields, expected growth rates, and balance sheet quality.
Equity securities purchased by the Portfolio will be primarily traded
on the various stock exchanges and NASDAQ, although the Portfolio may purchase
unlisted securities and penny stocks. The securities held by the Portfolio may
represent many different types of companies and industries.
Tax Managed Equity Portfolio
The objective of the Tax Managed Equity Portfolio is to provide maximum
long-term total return consistent with reasonable risk to principal.
The Portfolio attempts to achieve its objective by investing primarily
in common stocks of U.S. companies. Stocks purchased by the Portfolio will be
primarily those traded on the various stock exchanges and the NASDAQ. Under
normal circumstances, at least 65% of the Portfolio's total assets will be
invested in equity securities such as common and preferred stock and securities
convertible into such stock.
Although the Portfolio is not a tax-exempt fund, it will use several
methods to reduce the impact of federal and state income taxes on shareholders'
returns. For example, the Portfolio:
-8-
<PAGE>
o attempts to distribute relatively low levels of taxable
investment income by investing in stocks with low dividend
yields;
o attempts to hold taxes on realized capital gains to a
minimum by investing primarily in the securities of
companies with above average earnings predictability and
stability which the Portfolio expects to hold for several
years;
o attempts to avoid realizing short-term capital gains, and
expects to have a relatively low overall portfolio turnover
rate; and
o sells depreciated securities to offset realized capital
gains, when consistent with its overall investment approach,
thus reducing capital gains distributions.
However, when deciding whether to sell a security, investment considerations
will take precedence over tax considerations.
Risks--All Portfolios
The risks of investing in any of the Portfolios has been described
above in the Risk/Return Summary. The following supplements that description.
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolios and how they may advance the Portfolios' investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
Other Types of Investments
This Prospectus describes each Portfolio's principal investment
strategies, and the particular types of securities in which each Portfolio
principally invests. Each Portfolio may make other types of investments and
pursue other investment strategies in support of its overall investment goal.
These supplemental investment strategies--and the risks involved--are described
in detail in the Statement of Additional Information, which is referred to on
the Back Cover of this Prospectus.
Year 2000 Risks
Like other investment companies and financial service providers, the
Portfolios could be adversely affected if the computer systems used by the
Advisor and the Portfolios' other service providers do not properly process and
calculate date-related information and data beginning on January 1, 2000. This
is commonly known as the "Year 2000 Problem". The Year 2000 Problem arises
because most computer systems were designed only to recognize a two-digit year,
not a four-digit year. When the year 2000 begins, these computers may interpret
"00" as the year 1900 and either stop processing date-related computations or
process them incorrectly. These failures could have a negative impact on the
handling of securities trades, pricing and account services. The Advisor and
administrator are taking steps to address the Year 2000 Problem with respect to
-9-
<PAGE>
the computer systems that they use and to obtain assurance that comparable steps
are being taken by the Portfolios' other major service providers. As of the date
of this Prospectus, it is not anticipated that shareholders will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of the Year 2000 Problem. However, there can be no
assurance that these steps will be successful, or that interaction with other
non-complying computer systems will not adversely impact the Portfolios.
Risks--International Portfolio
The International Portfolio invests in foreign securities. Such
investments may involve higher costs than investments in U.S. securities,
including higher transaction costs and additional taxes by foreign governments.
Foreign investments may also present additional risks associated with currency
exchange rates, differences in accounting, auditing and financial reporting
standards, holding securities in domestic and foreign custodian banks and
depositories, less complete financial information about the issuers, less market
liquidity, and political instability. Future political and economic
developments, the possible imposition of withholding taxes on dividends, the
possible seizure or nationalization of foreign holdings, the possible
establishment of exchange controls, or the adoption of other governmental
restrictions, might adversely affect the payment of dividends or principal and
interest on foreign obligations.
Foreign securities markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could prevent the
Portfolio from investing the proceeds of the sale. Inability to dispose of
portfolio securities due to settlement problems could expose the Portfolio to
losses due either to subsequent declines in the value of the portfolio security
or, if security has been sold, to claims by the purchaser.
Although the Portfolio may invest in securities denominated in foreign
currencies, the Portfolio values its securities and other assets in U.S.
dollars. As a result, the net asset value of the Portfolio's shares may
fluctuate with U.S. dollar exchange rates as well as with price changes of the
Portfolio's securities in the various local markets and currencies. Thus, an
increase in the value of the U.S. dollar compared to the currencies in which the
Portfolio makes its investments could reduce the effect of increases and magnify
the effect of decreases in the prices of the Portfolio's securities in their
local markets. Conversely, a decrease in the value of the U.S. dollar will have
the opposite effect of magnifying the effect of increases and reducing the
effect of decreases in the prices of the Portfolio's securities in their local
markets. In addition to favorable and unfavorable currency exchange rate
developments, the Portfolio is subject to the possible imposition of exchange
control regulations or freezes on convertibility of currency.
PRICE OF PORTFOLIO SHARES
The price of shares issued by each Portfolio is based on the
Portfolios' net asset value ("NAV"). The Portfolios' NAV per share is determined
as of the close of regular trading hours of the New York Stock Exchange,
-10-
<PAGE>
currently 4:00 p.m. (Eastern time), on each day that the Exchange is open for
business.
Marketable equity securities are priced at market value. The value of
securities for which no market quotations are readily available (including
restricted securities) is determined in good faith at fair value using methods
determined by the Board of Directors of The Glenmede Fund, Inc. ("Glenmede
Fund"). Securities listed on a foreign exchange and unlisted foreign securities
are normally valued at the latest quoted sales price available when assets are
valued. If a subsequent occurrence is believed to have changed such value,
however, the fair value of those securities may be determined through
consideration of other factors by or under the direction of the Board of
Directors. These securities may trade on days when shares of The Glenmede Fund
are not priced; as a result, the NAV of shares of the International Portfolio
may change on days when you will not be able to purchase or redeem the
Portfolio's shares. Foreign currency amounts are translated into U.S. dollars at
the bid prices of such currencies against U.S. dollars last quoted by a major
bank.
PURCHASE OF SHARES
Shares of each Portfolio are sold without a sales commission on a
continuous basis to the Advisor acting on behalf of its clients or the clients
of its Affiliates ("Clients") and to certain employee benefit plans and certain
institutions (the "Institutions"), at the NAV per share next determined after
receipt of the purchase order by the transfer agent. There are no minimum
initial or subsequent investment requirements for the Portfolios. Beneficial
ownership of shares will be reflected on books maintained by the Advisor or the
Institutions. The Advisor has informed Glenmede Fund that neither it nor its
Affiliates currently have any minimum or subsequent investment requirements for
their Clients' investments in the Portfolios. Other Institutions may have such
requirements. If you wish to purchase shares in The Glenmede Fund you should
contact the Advisor or your Institution.
Your broker/dealer may charge you for purchasing or selling shares of
the Portfolio. There is no transaction charge for shares purchased directly from
the Portfolio.
Purchases of a Portfolio's shares will be made in full and fractional
shares of the Portfolio calculated to three decimal places. In the interest of
economy and convenience, certificates for shares will not be issued except upon
your written request. Certificates for fractional shares, however, will not be
issued.
REDEMPTION OF SHARES
You may redeem shares of each Portfolio at any time, without cost, at
the NAV per share next determined after the transfer agent receives your
redemption request. Generally, a properly signed written request is all that is
required. If you wish to redeem your shares, contact the Advisor or your
Institution.
-11-
<PAGE>
You will ordinarily be paid your redemption proceeds within one
business day, but in no event more than seven days, after the transfer agent
receives your order in proper form. Redemption orders are effected at the NAV
per share next determined after receipt of the order. The Glenmede Fund may
suspend the right of redemption or postpone the date of payment under any
emergency circumstances as determined by the Securities and Exchange Commission
(the "SEC").
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION
OF SHARES OF THE PORTFOLIOS
Glenmede Fund may appoint one or more entities as its agent to receive
purchase and redemption orders of shares of the Portfolios and cause these
orders to be transmitted, on a net basis, to Glenmede Fund's transfer agent. In
these instances, orders are effected at the NAV per share next determined after
receipt of that order by the entity, if the order is received by Glenmede Fund's
transfer agent not later than the next business morning.
DIVIDENDS AND DISTRIBUTIONS
The Portfolios normally distribute substantially all of their net
investment income to shareholders in the form of a quarterly dividend.
The Portfolios normally distribute any realized net capital gains once
a year.
TAXES
Federal
Each Portfolio intends to distribute as dividends substantially all
of its investment company taxable income each year. Such dividends will be
taxable to you as ordinary income unless you are currently exempt from Federal
income taxes, whether you receive the distribution in cash or reinvested in
additional shares.
Dividends paid by the Portfolios will generally be taxable to you as
ordinary income or capital gains. Distributions by a Portfolio attributable to
its "net capital gain" (the excess of its net long-term capital gain - i.e.,
gains or assets held more than 12 months - over its net short-term capital
loss), if any, qualify as "capital gains distributions." These distributions are
taxable to you as long-term capital gain, regardless of how long you have held
your shares and whether you receive such gains in cash or reinvested in
additional shares. For individuals, long-term capital gain is generally subject
to a maximum federal tax rate of 20%.
-12-
<PAGE>
The Portfolios expect that their investment objectives will generally
cause their annual distributions to consist primarily of capital gains rather
than ordinary income. That will not be the case, however, in any year unless in
that year the Portfolio's net capital gains exceed its net investment income.
If you are considering a purchase of shares of a Portfolio on or just
before the record date of a dividend you should be aware that the amount of the
forthcoming dividend payment, although in effect a return of capital, will be
taxable.
You may realize a capital gain or loss upon redemption or transfer of
your shares of each Portfolio, depending upon the tax basis of your shares and
their price at the time of redemption or transfer.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such months
will be deemed to have been received by the shareholders and paid by a Portfolio
on December 31, in the event such dividends are paid during January of the
following year.
The foregoing summarizes some of the important tax considerations
generally affecting the Portfolios and their shareholders and is not intended as
a substitute for careful tax planning. Accordingly, you should consult your tax
adviser with specific reference to your own tax situation. You will be advised
at least annually as to the federal income tax consequences of distributions
made each year.
State and Local Taxes
You may also be subject to state and local taxes on distributions from
The Glenmede Fund. You should consult with your tax adviser with respect to the
tax status of distributions from Glenmede Fund in your state or locality.
MANAGEMENT OF THE PORTFOLIOS
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolios. The Advisor, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is a wholly-owned subsidiary of The Glenmede
Corporation. At December 31, 1998, the Advisor had over $___ billion in assets
in the accounts for which it serves in various capacities including as executor,
trustee or investment advisor.
-13-
<PAGE>
Under Investment Advisory Agreements with The Glenmede Fund, the
Advisor, subject to the control and supervision of The Glenmede Fund's Board and
in conformance with the stated investment objective and policies of each
Portfolio, manages the investment and reinvestment of the assets of each
Portfolio. It is the responsibility of the Advisor to make investment decisions
for each Portfolio and to place each Portfolio's purchase and sell orders.
For the fiscal year ended October 31, 1998, the Advisor received no fee
from Glenmede Fund for its investment services provided to the Tax Managed
Equity, International and Large Cap Value Portfolios. However, the Advisor
received a management fee from the Small Capitalization Equity Portfolio at the
annual rate of .55% of that Portfolio's average net assets. Additionally,
shareholders in The Glenmede Fund who are clients of the Advisor, or an
affiliate of the Advisor, pay fees which vary, depending on the capacity in
which the Advisor or its affiliate provides fiduciary and investment services to
the particular client (e.g., personal trust, estate settlement, advisory and
custodian services). Shareholders in the Portfolios who are customers of other
Institutions may pay fees to those Institutions.
Bruce D. Simon, Chief Investment Officer of the High Net Worth Division
of the Advisor, and Thomas R. Angers, CFA, Vice President and Director of Equity
Research of the Advisor, are primarily responsible for the management of the Tax
Managed Equity Portfolio. Mr. Simon has been responsible for the management of
the Portfolio since January 1, 1998 and has been employed by the Advisor since
1994. Mr. Angers has been responsible for the management of the Portfolio since
September 10, 1998 and has been employed by the Advisor since 1995. Prior to
joining the Advisor, Mr. Angers was a vice president, portfolio manager and
securities analyst at Independence Capital Management, Inc.
Andrew B. Williams, Senior Vice President of the Advisor, is primarily
responsible for the management of the International Portfolio. Mr. Williams has
been responsible for the management of the Portfolio since November 17, 1988.
Mr. Williams has been employed by the Advisor since May 1985.
Robert J. Mancuso is the portfolio manager primarily responsible for
the management of the Small Capitalization Equity Portfolio. Mr. Mancuso has
been primarily responsible for the management of the Portfolio since February
27, 1996. Mr. Mancuso has been employed by the Advisor since November 1992.
Stephen A. Mozur, CFA, CPA is the portfolio manager primarily
responsible for the management of the Large Cap Equity Portfolio. Mr. Mozur has
been responsible for the management of the Portfolio since February 9, 1998. Mr.
Mozur has been employed by the Advisor since February 1998. Prior to joining the
Advisor, he was responsible for portfolio management and research at both
Newbold's Asset Management from 1987 to 1997 and Pilgrim Baxter & Associates
from 1997 to February 1998.
-14-
<PAGE>
GENERAL INFORMATION
If you have any questions regarding the Portfolios contact The Glenmede
Fund at the address or telephone number stated on the back cover page.
-15-
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you
understand each Portfolio's financial performance for the past
5 years. Certain information reflects financial results for a
single Portfolio share. The total returns in the table
represent the rate that an investor would have earned or lost
on an investment in each Portfolio (assuming reinvestment of
all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, whose report, along
with the Portfolios' financial statements, are included in the
Annual Report, which is available upon request.
International Portfolio
(For a share outstanding throughout each year)
<TABLE>
<CAPTION>
Year Ended October 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year............. $____ $13.87 $12.70 $13.04 $12.69
------ ------ ------ ------
Income From Investment Operations..............
Net Investment Income........................ _____ 0.39 0.40 0.32 0.27
Net Gain on Securities
(both realized and unrealized)............... _____ 1.89 1.29 0.23 1.50
------ ------ ------ -----
Total From Investment Operations............... _____ 2.28 1.69 0.55 1.77
------ ------ ------ ------ ------
Less Distributions:............................
Dividends (from net investment income)......... _____ (0.35) (0.43) (0.32) (0.25)
Distributions (from capital gains)............. _____ (0.62) (0.04) (0.57) (1.16)
Return of Capital.............................. -- (0.07) (0.05) -- --
------ ------ ------ ------ ------
Total Distributions............................ ( ) (1.04) (0.52) (0.89) (1.42)
------ ------ ------ ------ ------
Net Asset Value, End of Period................. $ $15.11 $13.87 $12.70 $13.04
===== ===== ===== ===== =====
Total Return................................... % 16.35% 13.47% 4.23% 14.26%
===== ===== ===== ===== =====
Ratios/Supplemental Data:......................
Net Assets, End of Period (in 000's) $______ $1,051,102 $643,459 $343,209 $292,513
Ratio of Expenses to Average Net Assets...... _____% 0.14% 0.18% 0.18% 0.16%
Ratio of Net Income to Average Net Assets.... _____% 2.77% 3.05% 2.61% 2.11%
Portfolio Turnover Rate...................... _____% 15% 6% 24% 39%
</TABLE>
- --------------------------------------------------
-16-
<PAGE>
Large Cap Value Portfolio
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>
Year Ended October 31,
---------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period.... $____ $11.68 $10.34 $10.62 $10.92
------ ------ ------ ------
Income from Investment Operations.......
Net Investment Income................. _____ 0.29 0.26 0.32 0.21
Net Gain/(Loss) on Securities
(both realized and unrealized)....... _____ 3.95 1.49 1.38 (0.30)
------ ------ ------ -------
Total From Investment Operations........ _____ 4.24 1.75 1.70 (0.10)
------ ------ ------ ------
Less Distributions:
Dividends (from net investment income) ( ) (0.29) (0.27) (0.31) (0.20)
---
Distributions (from capital gains) ( ) (2.34) (0.14) (1.67) --
--- ------ ------ ------ ------
Return of Capital _____ _____ _____ _____ _____
Total Distributions..................... ( ) (2.63) (0.41) (1.98) (0.20)
--- ------ ------ ------ ------
Net Asset Value, End of Period.......... $===== $13.29 $11.68 $10.34 $10.62
====== ====== ====== ======
Total Return............................ _____% 36.55% 17.13% 16.01% (0.91)%
===== ===== ===== ======
Ratios/Supplemental Data:
Net Assets, End of Period (in 000's).. $_______ $71,177 $50,131 $15,981 $20,654
Ratio of Expenses to Average Net Assets _____% 0.13% 0.15% 0.20% 0.24%
Ratio of Net Income to Average Net
Assets............................... _____% 2.10% 2.62% 2.80% 2.04%
Assets..................................
Portfolio Turnover Rate............... _____% 109% 104% 227% 287%
</TABLE>
- ------------------------------
-17-
<PAGE>
Small Capitalization Equity Portfolio (Advisor Shares)
(For a share outstanding throughout each year)
<TABLE>
<CAPTION>
Year Ended October 31,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year............. $____ $16.12 $14.98 $13.95 $13.97
------ ------ ------ ------
Income From Investment Operations..............
Net Investment Income........................ _____ 0.38 0.33 0.28 0.16
Net Gain/(Loss) on Securities
(both realized and unrealized)............... _____ 6.32 2.38 2.69 0.23
------ ------ ------ ------
Total From Investment Operations............... _____ 6.70 2.71 2.97 0.39
------ ------ ------ ------
Less Distributions:............................
Dividends (from net investment income)......... (____ ) (0.37) (0.33) (0.26) (0.15)
Distributions (from capital gains)............. (_____) (3.39) (1.24) (1.68) (0.26)
Return of Capital.............................. _____ _____ _____ _____ _____
Total Distributions............................ ( ) (3.76) (1.57) (1.94) (0.41)
--- ------ ------ ------ ------
Net Asset Value, End of Period................. $ $19.06 $16.12 $14.98 $13.95
== ====== ====== ====== ======
Total Return................................... 41.80% 18.22% 21.15% 2.85%
============ ===== ===== ===== =====
Ratios/Supplemental Data:......................
Net Assets, End of Period (in 000's) $______ $434,656 $308,415 $170,969 $109,872
Ratio of Expenses to Average Net Assets...... _____% 0.12% 0.17% 0.14% 0.14%
Ratio of Net Income to Average Net Assets.... _____% 2.00% 2.15% 1.92% 1.18%
Portfolio Turnover Rate...................... _____% 59% 37% 57% 31%
</TABLE>
- ------------------------------
-18-
<PAGE>
Tax Managed Equity Portfolio+
(For a share outstanding throughout each year)
<TABLE>
<CAPTION>
Year Ended October 31,
-----------------------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Year............. $____ $16.79 $14.67 $12.56 $13.23
------ ------ ------ ------
Income From Investment Operations..............
Net Investment Income........................ _____ 0.28 0.41 0.32 0.31
Net Gain/(Loss) on Securities
(both realized and unrealized)............... _____ 5.69 3.73 2.64 (0.17)
------ ------ ------ ------
Total From Investment Operations............... _____ 5.97 4.14 2.96 0.14
------ ------ ------ ------
Less Distributions:............................
Dividends (from net investment income)......... (____ ) (0.28) (0.40) (0.33) (0.29)
Distributions (from capital gains)............. (_____) (2.37) (1.62) (0.52) (0.52)
Return of Capital.............................. -- -- -- --
---------- --- --- --- --- --- --- --- --
Total Distributions............................ ( ) (2.65) (2.02) (0.85) (0.81)
--- ------ ------ ------ ------
Net Asset Value, End of Period................. $ $20.11 $16.79 $14.67 $12.56
===== ===== ===== ===== =====
Total Return................................... % 36.39% 28.65% 23.78% 1.21%
===== ===== ===== ===== =====
Ratios/Supplemental Data:......................
Net Assets, End of Period (in 000's) $______ $140,495 $94,185 $80,157 $64,046
Ratio of Expenses to Average Net Assets...... _____% 0.13% 0.15% 0.14% 0.16%
Ratio of Net Income to Average Net Assets.... _____% 1.91% 2.26% 2.32% 2.40%
Portfolio Turnover Rate...................... _____% 26% 36% 70% 109%
</TABLE>
- -------------------------
+ The Portfolio's name was changed from the Equity Portfolio to the Tax Managed
Equity Portfolio on August 20, 1998.
-19-
<PAGE>
[BACK COVER]
Where to find more information
More Portfolio information is available to you upon request and without charge:
Annual and Semi-Annual Report
The Annual and Semi-Annual Reports provide additional information about the
Portfolios' investments and performance. The Annual Report also contains a
discussion of the market conditions and investment strategies that significantly
affected the Portfolios' performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI includes additional information about the Portfolios' investment
policies, organization and management. It is legally part of this prospectus (it
is incorporated by reference).
You can get free copies of the Portfolios' Annual Report, Semi-Annual Report or
SAI. You may also request other information about the Portfolios, and make
inquiries.
Write to:
The Glenmede Fund, Inc.
One South Street
Baltimore, MD 21202
By phone:
1-800-442-8299
Information about the Portfolios (including the Portfolios' SAI) can be reviewed
and copied at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. Information about the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information
about the Portfolios are available on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.
Glenmede Fund's Investment Company Act File No. is 811-5577
-20-
<PAGE>
[FRONT COVER]
THE GLENMEDE FUND, INC.
Prospectus
February 28, 1999
Small Capitalization Equity Portfolio
(Institutional Shares)
Investment Advisor
The Glenmede Trust Company
The Securities and Exchange Commission has not approved or disapproved the
Portfolio's shares or determined if this prospectus is accurate or complete. It
is a criminal offense to state otherwise.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY............................................................3
INVESTMENTS....................................................................7
PRICE OF PORTFOLIO SHARES......................................................8
PURCHASE OF SHARES.............................................................8
REDEMPTION OF SHARES...........................................................9
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF
SHARES OF THE PORTFOLIO.......................................................9
DIVIDENDS AND DISTRIBUTIONS...................................................10
TAXES.........................................................................10
MANAGEMENT OF THE PORTFOLIO...................................................11
GENERAL INFORMATION...........................................................11
FINANCIAL HIGHLIGHTS..........................................................12
-2-
<PAGE>
RISK/RETURN SUMMARY
--------------------------------------------------
Important Concept
Total return consists of net income
(dividend and interest income from portfolio
securities less expenses of the Portfolio) and
capital gains and losses, both realized and
unrealized, from portfolio securities.
--------------------------------------------------
Investment Goal Long-term capital appreciation.
Principal Investments Common stocks of companies with small market
capitalizations.
Principal Risks of
Investing Common stocks may decline over short or even extended
periods of time. Equity markets tend to be cyclical:
there are times when stock prices generally increase,
and other times when they generally decrease.
Therefore, you could lose money by investing in the
Portfolio.
The Portfolio is subject to the additional risk that
the stocks of smaller and newer issuers can be more
volatile and more speculative than the stocks of
larger issuers.
An investment in a Portfolio is not a bank deposit
and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government
agency.
-3-
<PAGE>
Who may want to
invest in the
Portfolio The Portfolio may be appropriate for investors who
want their capital to grow over the long term, are
investing for goals several years away, and are
comfortable with stock market risks. The Portfolio
would not be appropriate for investors who are
investing for short-term goals, or are mainly seeking
current income.
Bar Chart and
Performance Table The Bar Chart and Table below show the returns of the
Portfolio's Institutional Shares. The Table shows how
the annual return of the Portfolio's Institutional
Shares for 1998 compares to those of selected market
indices. The Bar Chart and Performance Table assume
reinvestment of dividends and distributions. The
Portfolio's past performance does not necessarily
indicate how it will perform in the future.
[Insert Bar Chart for the Portfolio showing the
calendar year 1998 total return for the Portfolio's
Institutional Shares. The numerical return must be
adjacent to the bar. Following the Portfolio's bar
chart, disclose the Portfolio's highest and lowest
Return for a quarter during the period covered by the
bar chart.]
The Portfolio's Average Annual Total Returns for the
Period Ended December 31, 1998
-----------------------------------------------------
Past 1
Year
-----------------------------------------------------
Small Capitalization Equity Portfolio
(Institutional Shares)
-----------------------------------------------------
S&P 500 Index
-----------------------------------------------------
Russell 2000 Index
-----------------------------------------------------
Lipper Small Capitalization Fund Index
-----------------------------------------------------
- ----------------------------------------------------
o The S&P 500 Stock Index is an unmanaged
index comprised of 500 widely held common
stocks listed on the New York Stock Exchange,
the American Stock Exchange and NASDAQ.
o The Russell 2000 Index is an unmanaged market
capitalization weighted total return index which
is comprised of the 2000 smallest of the 3000
largest U.S. companies, based on market
capitalization.
o The Lipper Small Capitalization Fund Index is
comprised of the 30 largest funds in the Lipper
Small Capitalization Fund Average. This
Average consists of funds that invest primarily in
companies with market capitalizations of less
than $1 billion at the time of purchase.
- ----------------------------------------------------
-4-
<PAGE>
Fees and Expenses of
the Portfolio This table describes the fees and expenses that you
may pay if you buy and hold shares of the Portfolio
Small Capitalization
Equity Portfolio
(Institutional Shares)
-----------------------------------------------------
Shareholder Fees (fees paid
directly from your investment)
-----------------------------------------------------
Maximum Account Fee (annual
percentage of assets under
management)*.......................... 1.00%**
-----------------------------------------------------
-----------------------------------------------------
Annual Portfolio Operating
Expenses
(expenses that are deducted from
Portfolio assets)
-----------------------------------------------------
Management Fees....................... .55%
-----------------------------------------------------
-----------------------------------------------------
Other Expenses........................ .12%
-----------------------------------------------------
Total Annual Portfolio
Operating Expenses.................... .67%
====
-----------------------------------------------------
- -----------------
* Investors in the Portfolio may be clients of the Advisor or its affiliates
("Affiliates"). The "Maximum Account Fee" in the above table is the current
maximum annual fee that the Advisor or an Affiliate would charge its
clients directly for fiduciary, trust and/or advisory services (e.g.,
personal trust, estate, advisory, tax and custodian services). The actual
annual fees ("Client Fees") charged by the Advisor and Affiliates for such
services vary depending on a number of factors, including the particular
services provided to the client, but are generally lower than 1% of the
client's assets under management. Investors also may have to pay various
fees to others to become shareholders of the Portfolio. See "Purchase of
Shares."
** The Advisor and Affiliates currently intend to exclude the portion of its
clients' assets invested in the Portfolio when calculating Client Fees.
-5-
<PAGE>
Example
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Small Capitalization Equity Portfolio
Institutional Shares.................................. $___ $___ $___ $___
</TABLE>
-6-
<PAGE>
INVESTMENTS
Objective and Principal Strategies
To help you decide whether the Portfolio is appropriate for you, this
section looks more closely at the Portfolio's investment objectives and
policies. You should carefully consider your own investment goals, time horizon
and risk tolerance before investing in the Portfolio.
The Portfolio's investment objective may be changed by the Board
members without shareholder approval.
The objective of the Portfolio is to provide long-term appreciation
consistent with reasonable risk to principal.
The Portfolio attempts to achieve its objective by investing primarily
in equity securities with market capitalizations, at the time of purchase, that
are below the largest market capitalization of any stock in the Russell 2000
Index. (This amount was $____ million as of _______.) To evaluate securities for
purchase, the Advisor systematically examines the earning and dividend paying
ability of companies and divides these characteristics by the market value of
the underlying equity securities. In addition, the Advisor may consider
price-to-earnings ratios, price-to-cash flow ratios, reinvestment rates,
dividend yields, expected growth rates, and balance sheet quality.
Equity securities purchased by the Portfolio will be primarily traded
on the various stock exchanges and NASDAQ, although the Portfolio may purchase
unlisted securities and penny stocks. The securities held by the Portfolio may
represent many different types of companies and industries.
The Portfolio may take temporary defensive positions that are
inconsistent with its principal investment strategies in response to adverse
market, economic, political, or other conditions. Such investments include
various short-term instruments. A defensive position, taken at the wrong time,
would have an adverse impact on the Portfolio's performance.
Risks
The risks of investing in the Portfolio have been described above in
the Risk/Return Summary. The following supplements that description.
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolio and how they may advance the Portfolio's investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
-7-
<PAGE>
Other Types of Investments
This Prospectus describes the Portfolio's principal investment
strategies, and the particular types of securities it may select for investment.
The Portfolio may make other types of investments and pursue other investment
strategies in support of its overall investment goal. These supplemental
investment strategies--and the risks involved--are described in detail in the
Statement of Additional Information, which is referred to on the Back Cover of
this Prospectus.
Year 2000 Risks
Like other investment companies and financial service providers, the
Portfolio could be adversely affected if the computer systems used by the
Advisor and the Portfolio's other service providers do not properly process and
calculate date-related information and data beginning on January 1, 2000. This
is commonly known as the "Year 2000 Problem". The Year 2000 Problem arises
because most computer systems were designed only to recognize a two-digit year,
not a four-digit year. When the year 2000 begins, these computers may interpret
"00" as the year 1900 and either stop processing date-related computations or
process them incorrectly. These failures could have a negative impact on the
handling of securities trades, pricing and account services. The Advisor and
administrator are taking steps to address the Year 2000 Problem with respect to
the computer systems that they use and to obtain assurance that comparable steps
are being taken by the Portfolio's other major service providers. As of the date
of this Prospectus, it is not anticipated that shareholders will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of the Year 2000 Problem. However, there can be no
assurance that these steps will be successful, or that interaction with other
non-complying computer systems will not adversely impact the Portfolio.
PRICE OF PORTFOLIO SHARES
The price of shares issued by the Portfolio is based on the Portfolio's
net asset value ("NAV"). The Portfolio's NAV per share is determined as of the
close of regular trading hours of the New York Stock Exchange (the "Exchange"),
currently 4:00 p.m. (Eastern time), on each day that the Exchange is open for
business.
Marketable equity securities are priced at market value. The value of
securities for which no quotations are readily available (including restricted
securities) is determined in good faith at fair value using methods determined
by the Board of Directors of The Glenmede Fund, Inc. ("Glenmede Fund").
PURCHASE OF SHARES
Institutional Shares of the Portfolio are sold without a sales
commission on a continuous basis to the Advisor acting on behalf of its clients
or the clients of its Affiliates ("Clients") and to other institutions (the
"Institutions"), at the NAV per share next determined after receipt of the
purchase order by the transfer agent. The minimum initial investment for
Institutional Shares of the Portfolio is $10,000,000 or any lesser amount if, in
the Advisor's opinion, the investor has adequate intent and availability of
funds to reach a future level of investment of $10,000,000. There is no minimum
for subsequent investments. Glenmede Fund reserves the right to reduce or waive
the minimum initial and subsequent investment requirements from time to time.
Beneficial ownership of shares will be reflected on books maintained by the
Advisor or the Institutions. The Advisor has informed Glenmede Fund that it and
its Affiliates' minimum and subsequent investment requirements for their
Clients' investments in the Portfolio are the same as those for Glenmede Fund.
Other Institutions may have such requirements. If you wish to purchase shares in
the Portfolio you should contact the Advisor or your Institution.
-8-
<PAGE>
Your broker dealer may charge you for purchasing or selling shares of
the Portfolio. There is no transaction charge for shares purchased directly from
the Portfolio.
Purchases of the Portfolio's shares will be made in full and fractional
shares calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued except upon your written
request. Certificates for fractional shares, however, will not be issued.
REDEMPTION OF SHARES
You may redeem Institutional Shares of Portfolio at any time, without
cost, at the NAV per share next determined after the transfer agent receives
your redemption request. Generally, a properly signed written request is all
that is required. If you wish to redeem your shares, contact the Advisor or your
Institution.
You will ordinarily be paid your redemption proceeds within one
business day, but in no event more than seven days, after the transfer agent
receives your order in proper form. Redemption orders are effected at the net
asset value per share next determined after receipt of the order. The Portfolio
may suspend the right of redemption or postpone the date of payment under any
emergency circumstances as determined by the Securities and Exchange Commission
(the "SEC").
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF
SHARES OF THE PORTFOLIO
Glenmede Fund may appoint one or more entities as its agent to receive
purchase and redemption orders of shares of the Portfolio and cause these orders
to be transmitted, on a net basis, to Glenmede Fund's transfer agent. In these
instances, orders are effected at the NAV per share next determined after
receipt of that order by the entity, if the order is actually received by
Glenmede Fund's transfer agent not later than the next business morning.
-9-
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Portfolio normally distributes substantially all of its net
investment income to shareholders in the form of a quarterly dividend.
The Portfolio normally distributes any realized net capital gains at
least once a year.
TAXES
Federal
The Portfolio intends to distribute as dividends substantially all of
its investment company taxable income each year. Such dividends will be taxable
to you as ordinary income unless you are currently exempt from Federal income
taxes, whether you receive the distribution in cash or reinvested in additional
shares.
Dividends paid by the Portfolio will generally be taxable to you as
ordinary income or capital gains. Distributions by the Portfolio attributable to
its "net capital gain" (the excess of its net long-term capital gain - i.e.,
gains or assets held more than 12 months - over its net short-term capital
loss), if any, qualify as "capital gains distributions." These distributions are
taxable to you as long-term capital gain, regardless of how long you have held
the shares and whether you receive such gains in cash or reinvested in
additional shares. For individuals, long-term capital gain is generally subject
to a maximum federal tax rate of 20%.
The Portfolio expects that its investment objective will generally
cause its annual distributions to consist primarily of capital gains rather than
ordinary income. That will not be the case, however, in any year unless in that
year the Portfolio's net capital gains exceed its net investment income.
If you are considering a purchase of shares of the Portfolio on or just
before the record date of a dividend you should be aware that the amount of the
forthcoming dividend payment, although in effect a return of capital, will be
taxable.
You may realize a capital gain or loss upon redemption or transfer of
your shares of the Portfolio, depending upon the tax basis of your shares and
their price at the time of redemption or transfer.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such months
will be deemed to have been received by the shareholders and paid by a Portfolio
on December 31, in the event such dividends are paid during January of the
following year.
The foregoing summarizes some of the important tax considerations
generally affecting the Portfolio and their shareholders and is not intended as
a substitute for careful tax planning. Accordingly, you should consult your tax
adviser with specific reference to your own tax situation. You will be advised
at least annually as to the federal income tax consequences of distributions
made each year.
-10-
<PAGE>
State and Local Taxes
You may also be subject to state and local taxes on distributions from
the Portfolio. You should consult with your tax adviser with respect to the tax
status of distributions from the Portfolio in your state or locality.
MANAGEMENT OF THE PORTFOLIO
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolio. The Advisor, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is a wholly-owned subsidiary of The Glenmede
Corporation. At December 31, 1998, the Advisor had over $______ billion in
assets in the accounts for which it serves in various capacities including as
executor, trustee or investment advisor.
Under an Investment Advisory Agreement with Glenmede Fund, the Advisor,
subject to the control and supervision of Glenmede Fund's Board and in
conformance with the stated investment objective and policies of the Portfolio,
manages the investment and reinvestment of the assets of the Portfolio. It is
the responsibility of the Advisor to make investment decisions for the Portfolio
and to place the Portfolio's purchase and sell orders.
For the fiscal year ended October 31, 1998, the Advisor received a
management fee from the Portfolio at an annual rate of .55% of the Portfolio's
average net assets. Additionally, shareholders in Glenmede Fund who are clients
of the Advisor, or an affiliate of the Advisor, pay fees which vary, depending
on the capacity in which the Advisor or its affiliate provides fiduciary and
investment services to the particular client (e.g., personal trust, estate
settlement, advisory and custodian services).
Robert J. Mancuso is the portfolio manager primarily responsible for
the management of the Portfolio. Mr. Mancuso has been primarily responsible for
the management of the Portfolio since February 27, 1996. Mr.
Mancuso has been employed by the Advisor since November 1992.
GENERAL INFORMATION
If you have any questions regarding the Portfolio contact Glenmede Fund
at the address or telephone number stated on the back cover page.
-11-
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years. Certain information
reflects financial results for a single Portfolio share. The total return in the
table represents the rate that an investor would have earned or lost on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Portfolio's financial statements, are included in
the Annual Report, which is available upon request.
Small Cap Equity Portfolio
(For a share outstanding throughout the period)
Net Asset Value, Beginning of Period..........................
Income from Investment Operations
Net Investment Income.........................................
Net Gain/(Loss) on Securities
(both realized and unrealized)................................
Total From Investment Operations..............................
Less Distributions:
Dividends (from net investment income)........................
Distributions (from capital gains)............................
Return of Capital.............................................
Total Distributions...........................................
Net Asset Value, End of Period................................
Total Return..................................................
Ratios/Supplemental Data
Net Assets, End of Period (in 000's)..........................
Ratio of Expenses to Average Net Assets.......................
Ratio of Net Income to Average Net Assets.....................
Portfolio Turnover Rate.......................................
-12-
<PAGE>
[BACK COVER]
Where to find more information
More Portfolio information is available to you upon request and without charge:
Annual and Semi-Annual Report
The Annual and Semi-Annual Reports provide additional information about the
Portfolio's investments and performance. The Annual Report also contains a
discussion of the market conditions and investment strategies that significantly
affected the Portfolio's performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI includes additional information about the Portfolio's investment
policies, organization and management. It is legally part of this prospectus (it
is incorporated by reference).
You can get free copies of the Portfolio's Annual Report, Semi-Annual Report or
SAI. You may also request other information about the Portfolio, and make
inquiries.
Write to:
The Glenmede Fund, Inc.
One South Street
Baltimore, MD 21202
By phone:
1-800-442-8299
Information about the Portfolio (including the Portfolio's SAI) can be reviewed
and copied at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. Information about the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information
about the Portfolio are available on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.
Glenmede Fund's Investment Company Act File No. is 811-5577
-13-
<PAGE>
[FRONT COVER]
THE GLENMEDE FUND, INC.
Prospectus
February 28, 1999
Institutional International Portfolio
Investment Advisor
The Glenmede Trust Company
The Securities and Exchange Commission has not approved or disapproved the
Portfolio's shares or determined if this prospectus is accurate or complete. It
is a criminal offense to state otherwise.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY............................................................3
INVESTMENTS....................................................................6
PRICE OF PORTFOLIO SHARES......................................................8
PURCHASE OF SHARES.............................................................9
REDEMPTION OF SHARES...........................................................9
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF
SHARES OF THE PORTFOLIO...................................................9
DIVIDENDS AND DISTRIBUTIONS...................................................10
TAXES.........................................................................11
MANAGEMENT OF THE PORTFOLIO...................................................12
GENERAL INFORMATION...........................................................12
FINANCIAL HIGHLIGHTS..........................................................13
-2-
<PAGE>
RISK/RETURN SUMMARY
--------------------------------------------------------
Important Concept
Total return consists of income (dividend and interest
income from portfolio securities less expenses of the
Portfolio) and capital gains and losses, both realized
and unrealized, from portfolio securities.
--------------------------------------------------------
Investment Goal Long-term total return.
Principal Investments Common stocks of companies located outside the United
States.
Principal Risks of
Investing Common stocks may decline over short or even extended
periods of time. Equity markets tend to be cyclical:
there are times when stock prices generally increase,
and other times when they generally decrease. Therefore,
you could lose money by investing in the Portfolio.
The Portfolio is subject to additional risks due to its
investments in foreign securities. Foreign stocks
involve special risks not typically associated with U.S.
stocks. The stocks held by the Portfolio may
underperform other types of stocks, and they may not
increase or may decline in value.
An investment in the Portfolio is not a bank deposit and
is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
Who may want to invest
in the Portfolio The Portfolio may be appropriate for you if you want
your capital to grow over the long term, are investing
for goals several years away, and are comfortable with
the risks of investing in foreign securities. The
Portfolio would not be appropriate for you if you are
investing for short-term goals, or are mainly seeking
current income.
-3-
<PAGE>
Bar Chart and
Performance Table The Bar Chart and Table below show the Portfolio's
annual returns and its long-term performance. The Bar
Chart shows how the performance of the Portfolio has
varied from year to year. The Table shows how the
Portfolio's average annual returns for one and five
years, and the life of the Portfolio compare to those of
selected market indices. The Bar Chart and Performance
Table assume reinvestment of dividends and
distributions. The Portfolio's past performance does not
necessarily indicate how it will perform in the future.
[Insert Bar Chart for the Portfolio showing calendar
year-by-year total returns for the Portfolio's Shares
for the last 10 calendar years, or for the life of the
Portfolio if less than 10 years. The Bar on the left
will cover the earliest year (or period), and the bar to
the right will represent the subsequent calendar year,
ending with 1998. The numerical return must be adjacent
to each bar. Following the Portfolio's bar chart,
disclose the Portfolio's highest and lowest Return for a
quarter during the period covered by the bar chart.]
The Portfolio's Average Annual Total
Returns for the Period Ended
December 31, 1998
----------------------- -------- -------- -----------
Past 1 Past 5 Since
Year Years August 1,
1992
----------------------- -------- -------- -----------
Institutional
International
Portfolio
----------------------- -------- -------- -----------
Morgan Stanley
EAFE-IX(R) ND
Weighted Index
----------------------- -------- -------- -----------
Lipper International
Fund Index
----------------------- -------- -------- -----------
o The Morgan Stanley EAFE-IX(R) ND Weighted
Index is an unmanaged capitalization weighted
composite portfolio consisting of equity total returns
of companies in Australia, New Zealand, Europe and
the Far East.
o The Lipper International Fund Index is comprised of
the 30 largest funds in the Lipper International Fund
Average. The Average consists of funds that invest
in securities whose primary trading markets are
outside the United States.
-4-
<PAGE>
Fees and Expenses of
the Portfolio This table describes the fees and expenses
that you may pay if you buy and
hold shares of the Portfolio
--------------------------------------------------------
Institutional
International
Portfolio
--------------------------------------------------------
Annual Portfolio Operating Expenses
(expenses that are deducted from
Portfolio assets)
--------------------------------------------------------
Management Fees*....................... .75%
--------------------------------------------------------
Other Expenses......................... .12%
----
--------------------------------------------------------
--------------------------------------------------------
Total Annual Portfolio Operating
Expenses............................... .87%
====
--------------------------------------------------------
- ---------------------
* The Advisor has agreed to waive its fees to the extent necessary to ensure
that the Portfolio's annual total operating expenses do not exceed 1.00% of the
Portfolio's average net assets.
Example
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Institutional International Portfolio................... $___ $___ $___ $___
</TABLE>
-5-
<PAGE>
INVESTMENTS
Objective and Principal Strategies
To help you decide whether the Portfolio is appropriate for you, this
section looks more closely at the Portfolio's investment objectives and
policies. You should carefully consider your own investment goals, time horizon
and risk tolerance before investing in the Portfolio.
The Portfolio's investment objective may be changed by the Board
members without shareholder approval.
The investment objective of the Portfolio is to provide maximum,
long-term total return consistent with reasonable risk to principal.
The Portfolio attempts to achieve its objective by investing primarily
in common stocks of companies located outside the United States. The Portfolio
is expected to diversify its investments across companies located in a number of
foreign countries, including Japan, the United Kingdom, Germany, France, Italy,
Spain, Norway, Sweden, and Australia. The Portfolio will invest at least 65% of
its total assets in the securities of companies based in at least three
different foreign countries.
The Portfolio may, from time to time, take temporary defensive
positions that are inconsistent with its principal investment strategies in
response to adverse market, economic, political, or other conditions. Such
investments include various short-term instruments. A defensive position, taken
at the wrong time, would have an adverse impact on the Portfolio's performance.
Risks of Foreign Investments
The risks of investing in the Portfolio have been described above in
the Risk/Return Summary. The following supplements that description.
Foreign Securities
The Portfolio may purchase securities in any foreign country, developed
or underdeveloped. You should consider carefully the substantial risks involved
in investing in such securities. These risks and considerations include
differences in accounting, auditing and financial reporting standards, generally
higher commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or
exchange control regulations, political instability, and potential restrictions
on the flow of international capital. The dividends payable on the Portfolio's
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the income available for distribution to the Portfolio's shareholders.
Foreign securities often trade with less frequency and volume than domestic
securities and, therefore, may exhibit greater price volatility. Changes in
-6-
<PAGE>
foreign exchange rates will affect the value of those securities in the
Portfolio which are denominated or quoted in currencies other than the U.S.
dollar. In many countries there is less publicly available information about
issuers than is available in reports about companies in the United States.
These risks are often heightened for investments in developing or
emerging markets. Developing countries may also impose restrictions on the
Portfolio's ability to repatriate investment income or capital. Even without
such restrictions, the mechanics of repatriation may affect certain aspects of
the operations of the Portfolio.
Some of the currencies in emerging markets have been devalued relative
to the U.S. dollar. In many cases these devaluations have been significant.
Certain developing countries impose constraints on currency exchange.
Governments of some developing countries exercise substantial influence
over many aspects of the private sector. In some countries, the government owns
or controls many companies, including the largest in the country. As such,
government actions in the future could have a significant effect on economic
conditions in developing countries in these regions, which in turn, could affect
the value of the Portfolio's investments.
Brokerage commissions, custodial services, and other costs relating to
investment in foreign securities markets are generally more expensive than in
the United States. Foreign securities markets have different clearance and
settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could prevent the Portfolio from investing the proceeds of the sale.
Inability to dispose of portfolio securities due to settlement problems could
expose the Portfolio to losses due either to subsequent declines in the value of
the portfolio security or, if the security has been sold, to claims by the
purchaser.
In many emerging markets, there is less government supervision and
regulation of business and industry practices, stock exchanges, brokers and
listed companies than in the United States. The Portfolio may invest in foreign
securities markets which are smaller, less liquid, and subject to greater price
volatility than those in the United States.
There are additional risk factors, including possible losses through
the holding of securities in domestic and foreign custodian banks and
depositories.
Other Risks
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolio and how they may advance the Portfolio's investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
-7-
<PAGE>
Other Types of Investments
This Prospectus describes the Portfolio's principal investment
strategies, and the particular types of securities in which the Portfolio
principally invests. The Portfolio may, from time to time, make other types of
investments and pursue other investment strategies in support of its overall
investment goal. These supplemental investment strategies--and the risks
involved--are described in detail in the Statement of Additional Information,
which is referred to on the Back Cover of this Prospectus.
Year 2000 Risks
Like other investment companies and financial service providers, the
Portfolio could be adversely affected if the computer systems used by the
Advisor and the Portfolio's other service providers do not properly process and
calculate date-related information and data beginning on January 1, 2000. This
is commonly known as the "Year 2000 Problem". The Year 2000 Problem arises
because most computer systems were designed only to recognize a two-digit year,
not a four-digit year. When the year 2000 begins, these computers may interpret
"00" as the year 1900 and either stop processing date-related computations or
process them incorrectly. These failures could have a negative impact on the
handling of securities trades, pricing and account services. The Advisor and
administrator are taking steps to address the Year 2000 Problem with respect to
the computer systems that they use and to obtain assurance that comparable steps
are being taken by the Portfolio's other major service providers. As of the date
of this Prospectus, it is not anticipated that shareholders will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of the Year 2000 Problem. However, there can be no
assurance that these steps will be successful, or that interaction with other
non-complying computer systems will not adversely impact the Portfolio.
PRICE OF PORTFOLIO SHARES
The price of shares issued by the Portfolio is based on the Portfolio's
net asset value ("NAV"). The NAV per share is determined as of the close of
regular trading hours of the New York Stock Exchange, currently 4:00 p.m.
(Eastern time), on each day that the Exchange is open for business.
Marketable equity securities are priced at market value. Securities
listed on a foreign exchange and unlisted foreign securities are valued at the
latest quoted price available when assets are valued. If a subsequent occurrence
is believed to have changed such value, however, the fair value of those
securities may be determined through consideration of other factors by or under
the direction of the Board of Directors of The Glenmede Fund, Inc. ("Glenmede
Fund"). These securities may trade on days when shares of the Portfolio are not
priced; as a result, the NAV of shares of the Portfolio may change on days when
you will not be able to purchase or redeem the Portfolio's shares. Foreign
currency amounts are translated into U.S. dollars at the bid prices of such
currencies against U.S. dollars last quoted by a major bank. The value of
securities for which no quotations are readily available (including restricted
securities) is determined in good faith at fair value using methods determined
by the Board of Directors.
-8-
<PAGE>
PURCHASE OF SHARES
Shares of the Portfolio are sold without a sales commission on a
continuous basis to the Advisor acting on behalf of its clients ("Clients") and
to other institutions (the "Institutions"), at the NAV share next determined
after receipt of the purchase order by the Portfolio's transfer agent. The
minimum initial investment is $25,000; the minimum for subsequent investments is
$1,000. The Portfolio reserves the right to reduce or waive the minimum initial
and subsequent investment requirements from time to time. Beneficial ownership
of shares will be reflected on books maintained by the Advisor or the
Institutions. If you wish to purchase shares in the Portfolio you should contact
the Advisor or your Institution.
Your broker-dealer may charge you for purchasing or selling shares of
the Portfolio. There is no transaction charge for shares purchased directly from
the Portfolio.
Purchases of the Portfolio's shares will be made in full and fractional
shares calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued except upon your written
request. Certificates for fractional shares, however, will not be issued.
REDEMPTION OF SHARES
You may redeem Shares of the Portfolio at any time, without cost, at
the NAV per share next determined after the transfer agent receives your
redemption request. Generally, a properly signed written request is all that is
required. If you wish to redeem your shares, contact the Advisor or your
Institution.
You will ordinarily be paid your redemption proceeds within one
business day, but in no event more than seven days, after the transfer agent
receives your order in proper form. Redemption orders are effected at the net
asset value per share next determined after receipt of the order. The Portfolio
may suspend the right of redemption or postpone the date of payment under any
emergency circumstances as determined by the Securities and Exchange Commission
(the "SEC").
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION
OF SHARES OF THE PORTFOLIO
Glenmede Fund may appoint one or more entities, including the Advisor,
as its agent to receive purchase and redemption orders of shares of the
Portfolio and cause these orders to be transmitted, on a net basis, to Glenmede
Fund's transfer agent. In these instances, orders are effected at the net asset
value per share next determined after receipt of that order by the entity, if
the order is actually received by Glenmede Fund's transfer agent not later than
the next business morning.
-9-
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Portfolio normally distributes substantially all of its net
investment income to shareholders in the form of a quarterly dividend.
The Portfolio normally distributes any realized net capital gains at
least once a year.
TAXES
Federal
The Portfolio intends to distribute as dividends substantially all of
its investment company taxable income each year. Such dividends will be taxable
to you as ordinary income unless you are currently exempt from Federal income
taxes, whether you receive the distribution in cash or reinvested in additional
shares.
Dividends paid by the Portfolio will generally be taxable to you as
ordinary income or capital gains. Distributions by the Portfolio attributable to
its "net capital gain" (the excess of its net long-term capital gain - i.e.,
gains or assets held more than 12 months - over its net short-term capital
loss), if any, qualify as "capital gains distributions." These distributions are
taxable to you as long-term capital gain, regardless of how long you have held
the shares and whether you receive such gains in cash or reinvested in
additional shares. For individuals, long-term capital gain is generally subject
to a maximum federal tax rate of 20%.
The Portfolio expects that its investment objective will generally
cause its annual distributions to consist primarily of capital gains rather than
ordinary income. That will not be the case, however, in any year unless in that
year the Portfolio's net capital gains exceed its net investment income.
If you are considering a purchase of shares of the Portfolio on or just
before the record date of a dividend you should be aware that the amount of the
forthcoming dividend payment, although in effect a return of capital, will be
taxable.
You may realize a capital gain or loss upon redemption or transfer of
your shares of the Portfolio, depending upon the tax basis of your shares and
their price at the time of redemption or transfer.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such months
will be deemed to have been received by the shareholders and paid by the
Portfolio on December 31, in the event such dividends are paid during January of
the following year.
-10-
<PAGE>
The foregoing summarizes some of the important tax considerations
generally affecting the Portfolio and its shareholders and is not intended as a
substitute for careful tax planning. Accordingly, you should consult your tax
adviser with specific reference to your own tax situation. You will be advised
at least annually as to the federal income tax consequences of distributions
made each year.
State and Local Taxes
You may also be subject to state and local taxes on distributions from
the Portfolio. You should consult with your tax adviser with respect to the tax
status of distributions from the Portfolio in your state or locality.
MANAGEMENT OF THE PORTFOLIO
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolio. The Advisor, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is a wholly-owned subsidiary of The Glenmede
Corporation. At December 31, 1998, the Advisor had over $____ billion in assets
in the accounts for which it serves in various capacities including as executor,
trustee or investment advisor.
Under an Investment Advisory Agreement with Glenmede Fund, the Advisor,
subject to the control and supervision of Glenmede Fund's Board and in
conformance with the stated investment objective and policies of the Portfolio,
manages the investment and reinvestment of the Portfolio's assets. It is the
responsibility of the Advisor to make investment decisions for the Portfolio and
to place the Portfolio's purchase and sales orders.
For the fiscal year ended October 31, 1998, the Advisor received a
management fee from the Portfolio at the annual rate of .75% of the Portfolio's
average net assets. Although the advisory fee rate payable by the Portfolio is
higher than the rates paid by most mutual funds, Glenmede Fund's Board of
Directors believes it is comparable to the rates paid by other similar funds.
Shareholders of the Portfolio who are customers of other Institutions may pay
fees to those Institutions.
-11-
<PAGE>
Andrew B. Williams, Senior Vice President of the Advisor has been primarily
responsible for the management of the Portfolio since it commenced operations.
Mr. Williams has been employed by the Advisor since May 1985.
GENERAL INFORMATION
If you have any questions regarding the Portfolio contact Glenmede Fund
at the address or telephone number stated on the cover page.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand
the Portfolio's financial performance for the past 5 years. Certain
information reflects financial results for a single Portfolio share.
The total returns in the table represent the rate that an investor
would have earned or lost on an investment in the Portfolio (assuming
reinvestment of all dividends and distributions). This information
has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Portfolio's financial statements, are included in the Annual
Report, which is available upon request.
Institutional International Portfolio
(For a share outstanding throughout each year)
<TABLE>
<CAPTION>
Year Ended October 31,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ $13.67 $12.34 $12.63 $12.00
- ------ ------ ------ ------
Income From Investment Operations
Net Investment Income 0.27 0.28 0.19 0.16
----
Net Gain/(Loss) on Securities
(both realized and unrealized) 1.86 1.50 (0.13) 1.49
---- ---- ---- ------ ----
Total From Investment Operations 2.13 1.78 0.06 1.65
---- ---- ---- ---- ----
Less Distributions
Dividends (from net investment income) ( ) (0.22) (0.25) (0.18) (0.13)
-----
Distributions (from capital gains) ( ) (0.61) (0.14) (0.17) (0.87)
-----
Returns of Capital ( ) (0.08) (0.06) ( -- ) (0.02)
-----
Total Distributions ( ) (0.91) (0.45) (0.35) (1.02)
----- ------ ------ ------ ------
Net Asset Value, End of Period $ $14.89 $13.67 $12.34 $12.63
===== ====== ====== ====== ======
Total Return % 15.54% 14.46% 0.38% 13.85%
===== ====== ====== ====== ======
Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $ $81,659 $58,390 $44,206 $17,076
-----
Ratio of Expenses to Average Net Assets* % 0.87% 0.95% 0.93% 1.00%
-----
Ratio of Net Income to Average Net Assets % 1.94% 2.06% 1.78% 1.29%
-----
Portfolio Turnover Rate % 15% 10% 25% 39%
-----
</TABLE>
- ----------------
* Annualized expense ratio before waiver of fees and/or expenses reimbursed
by the investment advisor for the year ended October 31, 1994 was 1.01%.
-12-
<PAGE>
[BACK COVER]
Where to find more information
More Portfolio information is available to you upon request and without charge:
Annual and Semi-Annual Report
The Annual and Semi-Annual Reports provide additional information about the
Portfolio's investments and performance. The Annual Report also contains a
discussion of the market conditions and investment strategies that significantly
affected the Portfolio's performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI includes additional information about the Portfolio's investment
policies, organization and management. It is legally part of this prospectus (it
is incorporated by reference).
You can get free copies of the Portfolio's Annual Report, Semi-Annual Report or
SAI. You may also request other information about the Portfolio, and make
inquiries.
Write to:
The Glenmede Fund, Inc.
One South Street
Baltimore, MD 21202
By phone:
1-800-442-8299
Information about the Portfolio (including the Portfolio's SAI) can be reviewed
and copied at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. Information about the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information
about the Portfolios are available on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.
Glenmede Fund's Investment Company Act File No. is 811-5577
<PAGE>
[FRONT COVER]
THE GLENMEDE FUND, INC.
Prospectus
February 28, 1999
Global Equity Portfolio
Investment Advisor
The Glenmede Trust Company
The Securities and Exchange Commission has not approved or disapproved the
Portfolio's shares or determined if this prospectus is accurate or complete. It
is a criminal offense to state otherwise.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
RISK/RETURN SUMMARY..............................................................................................3
INVESTMENTS......................................................................................................6
PRICE OF PORTFOLIO SHARES........................................................................................8
PURCHASE OF portfolio SHARES.....................................................................................9
REDEMPTION OF SHARES.............................................................................................9
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF SHARES OF THE PORTFOLIO................................9
DIVIDENDS AND DISTRIBUTIONS.....................................................................................10
TAXES...........................................................................................................10
MANAGEMENT OF THE PORTFOLIO.....................................................................................12
GENERAL INFORMATION.............................................................................................12
FINANCIAL HIGHLIGHTS............................................................................................13
</TABLE>
<PAGE>
RISK/RETURN SUMMARY
-----------------------------------------
Important Concept
Total return consists of net income
(dividend and interest income from
portfolio securities less expenses of the
Portfolio) and capital gains and losses,
both realized and unrealized, from
portfolio securities.
-----------------------------------------
Investment Goal Long-term total return.
Principal Investments Common stocks of companies located inside
and outside the United States.
Principal Risks of
Investing Common stocks may decline over short or
even extended periods of time. Equity
markets tend to be cyclical: there are
times when stock prices generally
increase, and other times when they
generally decrease. Therefore, you could
lose money by investing in the Portfolio.
The Portfolio is subject to additional
risks due to its investments in foreign
securities. Foreign stocks involve special
risks not typically associated with U.S.
stocks. The stocks held by the Portfolio
may underperform other types of stocks,
and they may not increase or may decline
in value.
An investment in the Portfolio is not a
bank deposit and is not insured or
guaranteed by the Federal Deposit
Insurance Corporation or any other
government agency.
-3-
<PAGE>
Who may want to
invest in the Portfolio The Portfolio may be appropriate for you
if you want your capital to grow over the
long term, are investing for goals several
years away, and are comfortable with the
risks of investing in foreign securities.
The Portfolio would not be appropriate for
you if you are investing for short-term
goals, or are mainly seeking current
income.
Bar Chart and
Performance Table The Bar Chart and Table below show the
Portfolio's annual returns and its
long-term performance. The Bar Chart shows
how the performance of the Portfolio has
varied from year to year. The Table shows
how the Portfolio's average annual returns
for one year and the life of the Portfolio
compare to those of selected market
indices. The Bar Chart and Performance
Table assume reinvestment of dividends and
distributions. The Portfolio's past
performance does not necessarily indicate
how it will perform in the future.
[Insert Bar Chart for the Portfolio
showing calendar year and life of the
Portfolio total return for the Portfolio's
Shares. The Bar on the left will cover the
earliest year (or period), and the bar to
the right will represent the subsequent
calendar year, ending with 1998. The
numerical return must be adjacent to each
bar. Following the Portfolio's bar chart,
disclose the Portfolio's highest and
lowest Return for a quarter during the
period covered by the bar chart.]
-4-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------
<S> <C>
o The MSCI World Index is an unmanaged, The Portfolio's Average Annual Total Returns for the
market capitalization weighted index which Period Ended
tracks the performance of developed and December 31, 1998
emerging equity markets throughout the
world. ---------------------------------------------------
Since
o The Morgan Stanley EAFE-IX(R) ND Past 1 Year November 4,
Weighted Index is an unmanaged 1997
capitalization weighted composite portfolio ---------------------------------------------------
consisting of equity total returns of Global Equity
companies in Austria, New Zealand, Portfolio
Europe and the Far East. ---------------------------------------------------
- ----------------------------------------------
MSCl World Index
---------------------------------------------------
Morgan Stanley EAFE-
IX(R) ND
Weighted Index
---------------------------------------------------
Fees and Expenses of the Portfolio This table describes the fees and expenses
that you may pay if you buy and hold
shares of the Portfolio
---------------------------------------------------
Global
Equity
Portfolio
---------------------------------------------------
Annual Portfolio Operating Expenses
(expenses that are deducted from
Portfolio assets)
---------------------------------------------------
Management Fees......................... .70%
---------------------------------------------------
Other Expenses.......................... .15%
---------------------------------------------------
Total Annual Portfolio Operating Expenses
.85%
---------------------------------------------------
</TABLE>
- ---------------------
Example
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Global Equity Portfolio.......... $___ $___ $___ $___
-5-
<PAGE>
INVESTMENTS
Objective and Principal Strategies
To help you decide whether the Portfolio is appropriate for you, this
section looks more closely at the Portfolio's investment objectives and
policies. You should carefully consider your own investment goals, time horizon
and risk tolerance before investing in the Portfolio.
The Portfolio's investment objective may be changed by the Board
members without shareholder approval.
The investment objective of the Portfolio is to provide maximum
long-term total return consistent with reasonable risk to principal.
The Portfolio attempts to achieve its objective by investing primarily
in common stocks of companies located inside and outside the United States. The
Portfolio is expected to diversify its investments across companies located in a
number of countries, including the United States, Japan, the United Kingdom,
Germany, France, Italy, Spain, Norway, Sweden and Australia. Under normal
circumstances, the Portfolio will invest at least 65% of its total assets in
equity securities and securities convertible into equity securities.
The Portfolio may, from time to time, take temporary defensive
positions that are inconsistent with its principal investment strategies in
response to respond to adverse market, economic, political, or other conditions.
Such investments include various short-term instruments. A defensive position,
taken at the wrong time, would have an adverse impact on the Portfolio's
performance.
Risks of Foreign Investments
The risks of investing in the Portfolio have been described above in
the Risk/Return Summary. The following supplements that description.
Foreign Securities
The Portfolio may purchase securities in any foreign country, developed
or underdeveloped. You should consider carefully the substantial risks involved
in investing in securities. These risks and considerations include differences
in accounting, auditing and financial reporting standards, generally higher
commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or
exchange control regulations, political instability, and potential restrictions
on the flow of international capital. The dividends payable on the Portfolio's
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the income available for distribution to the Portfolio's shareholders.
Foreign securities often trade with less frequency and volume than domestic
securities and, therefore, may exhibit greater price volatility. Changes in
foreign
-6-
<PAGE>
exchange rates will affect the value of those securities in the Portfolio which
are denominated or quoted in currencies other than the U.S. dollar. In many
countries there is less publicly available information about issuers than is
available in reports about companies in the United States.
These risks are often heightened for investments in developing or
emerging markets. Developing countries may also impose restrictions on the
Portfolio's ability to repatriate investment income or capital. Even without
such restrictions, the mechanics of repatriation may affect certain aspects of
the operations of the Portfolio.
Some of the currencies in emerging markets have been devalued relative
to the U.S. dollar. In many cases these devaluations have been significant.
Certain developing countries impose constraints on currency exchange.
Governments of some developing countries exercise substantial influence
over many aspects of the private sector. In some countries, the government owns
or controls many companies, including the largest in the country. As such,
government actions in the future could have a significant effect on economic
conditions in developing countries in these regions, which in turn, could affect
the value of the portfolio's investments.
Brokerage commissions, custodial services, and other costs relating to
investment in foreign securities markets are generally more expensive than in
the United States. Foreign securities markets have different clearance and
settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could prevent the Portfolio from investing the proceeds of the sale.
Inability to dispose of portfolio securities due to settlement problems could
expose the Portfolio to losses due either to subsequent declines in the value of
the portfolio security or, if the security has been sold, to claims by the
purchaser.
In many emerging markets, there is less government supervision and
regulation of business and industry practices, stock exchanges, brokers and
listed companies than in the United States. The Portfolio may invest in foreign
securities markets which are smaller, less liquid, and subject to greater price
volatility than those in the United States.
There are additional risk factors, including possible losses through
the holding of securities in domestic and foreign custodian banks and
depositories.
Other Risks
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolio and how they may advance the Portfolio's investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
-7-
<PAGE>
Other Types of Investments
This Prospectus describes the Portfolio's principal investment
strategies, and the particular types of securities in which the Portfolio
principally invests. The Portfolio may, from time to time, make other types of
investments and pursue other investment strategies in support of its overall
investment goal. These supplemental investment strategies--and the risks
involved--are described in detail in the Statement of Additional Information,
which is referred to on the Back Cover of this Prospectus.
Year 2000 Risks
Like other investment companies and financial service providers, the
Portfolio could be adversely affected if the computer systems used by the
Advisor and the Portfolio's other service providers do not properly process and
calculate date-related information and data beginning on January 1, 2000. This
is commonly known as the "Year 2000 Problem." The Year 2000 Problem arises
because most computer systems were designed only to recognize a two-digit year,
not a four-digit year. When the year 2000 begins, these computers may interpret
"00" as the year 1900 and either stop processing date-related computations or
process them incorrectly. These failures could have a negative impact on the
handling of securities trades, pricing and account services. The Advisor and
administrator are taking steps to address the Year 2000 Problem with respect to
the computer systems that they use and to obtain assurance that comparable steps
are being taken by the Portfolio's other major service providers. As of the date
of this Prospectus, it is not anticipated that shareholders will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of the Year 2000 Problem. However, there can be no
assurance that these steps will be successful, or that interaction with other
non-complying computer systems will not adversely impact the Portfolio.
PRICE OF PORTFOLIO SHARES
The price of shares issued by the Portfolio is based on the Portfolio's
net asset value ("NAV"). The NAV per share is determined as of the close of
regular trading hours of the New York Stock Exchange, currently 4:00 p.m.
(Eastern time), on each day that the Exchange is open for business.
Marketable equity securities are priced at market value. Securities
listed on a foreign exchange and unlisted foreign securities are valued at the
latest quoted price available when assets are valued. If a subsequent occurrence
is believed to have changed such value, however, the fair value of those
securities may be determined through consideration of other factors by or under
the direction of the Board of Directors of The Glenmede Fund, Inc. ("Glenmede
Fund"). These securities may trade on days when shares of the Portfolio are not
priced; as a result, the NAV of shares of the Portfolio may change on days when
you will not be able to purchase or redeem the Portfolio's shares. Foreign
currency amounts are translated into U.S. dollars at the bid prices of such
currencies against U.S. dollars last quoted by a major bank. The value of
securities for which no quotations are readily available (including restricted
securities) is determined in good faith at fair value using methods determined
by the Board of Directors.
-8-
<PAGE>
PURCHASE OF SHARES
Shares of the Portfolio are sold without a sales commission on a
continuous basis to the Advisor acting on behalf of its clients ("Clients") and
to other institutions (the "Institutions"), at the NAV per share next determined
after receipt, in proper order, of the purchase order by the Portfolio's
transfer agent. The minimum initial investment is $25,000; the minimum
subsequent investment is $1,000. The Portfolio reserves the right to reduce or
waive the minimum initial and subsequent investment requirements from time to
time. Beneficial ownership of shares will be reflected on books maintained by
the Advisor or the Institutions. If you wish to purchase shares of the
Portfolio, you should contact the Advisor or your Institution.
Your broker-dealer may charge you for purchasing or selling shares of
the Portfolio. There is no transaction charge for shares purchased directly from
the Portfolio.
Purchases of the Portfolio's shares will be made in full and fractional
shares calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued except upon your written
request. Certificates for fractional shares, however, will not be issued.
REDEMPTION OF SHARES
You may redeem Shares of the Portfolio at any time, without cost, at
the NAV per share next determined after the transfer agent receives your
redemption request. Generally, a properly signed written request is all that is
required. If you wish to redeem your shares, contact the Advisor or your
Institution.
You will ordinarily be paid redemption proceeds within one business
day, but in no event more than seven days, after the transfer agent receives
your order in proper form. Redemption orders are effected at the net asset value
per share next determined after receipt of the order. The Portfolio may suspend
the right of redemption or postpone the date of payment under any emergency
circumstances as determined by the Securities and Exchange Commission (the
"SEC").
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION
OF SHARES OF THE PORTFOLIO
Glenmede Fund may appoint one or more entities as its agent to receive
purchase and redemption orders of shares of the Portfolio and cause these orders
to be transmitted, on a net basis, to Glenmede Fund's transfer agent. In these
instances, orders are effected at the NAV per share next determined after
receipt of that order by the entity, if the order is actually received by the
transfer agent not later than the next business morning.
-9-
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The Portfolio normally distributes substantially all of its net
investment income to shareholders in the form of a quarterly dividend.
The Portfolio normally distributes any realized net capital gains at
least once a year.
TAXES
Federal
The Portfolio intends to distribute as dividends substantially all of
its investment company taxable income each year. Such dividends will be taxable
to you as ordinary income unless you are currently exempt from Federal income
taxes, whether you receive the distribution in cash or reinvested in additional
shares.
Dividends paid by the Portfolio will generally be taxable to you as
ordinary income or capital gains. Distributions by the Portfolio attributable to
its "net capital gain" (the excess of its net long-term capital gain - i.e.,
gains or assets held more than 12 months - over its net short-term capital
loss), if any, qualify as "capital gains distributions." These distributions are
taxable to you as long-term capital gain, regardless of how long you have held
the shares and whether you receive such gains in cash or reinvested in
additional shares. For individuals, long-term capital gain is generally subject
to a maximum federal tax rate of 20%.
The Portfolio expects that its investment objective will generally
cause its annual distributions to consist primarily of capital gains rather than
ordinary income. That will not be the case, however, in any year unless in that
year the Portfolio's net capital gains exceed its net investment income.
If you are considering a purchase of shares of the Portfolio on or just
before the record date of a dividend you should be aware that the amount of the
forthcoming dividend payment, although in effect a return of capital, will be
taxable.
You may realize a capital gain or loss upon redemption or transfer of
your shares of the Portfolio, depending upon the tax basis of your shares and
their price at the time of redemption or transfer.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such months
will be deemed to have been received by the shareholders and paid by the
Portfolio on December 31, in the event such dividends are paid during January of
the following year.
-10-
<PAGE>
The foregoing summarizes some of the important tax considerations
generally affecting the Portfolio and its shareholders and is not intended as a
substitute for careful tax planning. Accordingly, you should consult your tax
adviser with specific reference to your own tax situation. You will be advised
at least annually as to the federal income tax consequences of distributions
made each year.
State and Local Taxes
You may also be subject to state and local taxes on distributions from
the Portfolio. You should consult with your tax adviser with respect to the tax
status of distributions from the Portfolio in your state or locality
MANAGEMENT OF THE PORTFOLIO
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolio. The Advisor, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is a wholly-owned subsidiary of The Glenmede
Corporation. At December 31, 1998, the Advisor had over $_____billion in assets
in the accounts for which it serves in various capacities including as executor,
trustee or investment advisor.
Under an Investment Advisory Agreement with Glenmede Fund, the Advisor,
subject to the control and supervision of Glenmede Fund's Board and in
conformance with the stated investment objective and policies of the Portfolio,
manages the investment and reinvestment of the Portfolio's assets. It is the
responsibility of the Advisor to make investment decisions for the Portfolio and
to place the Portfolio's purchase and sales orders.
The Advisor is entitled to receive a management fee from the Portfolio
at the annual rate of .70% of the Portfolio's average net assets. Although the
advisory fee rate payable by the Portfolio is higher than the rates paid by most
mutual funds, Glenmede Fund's Board of Directors believes it is comparable to
the rates paid by other similar funds. Shareholders in the Portfolio who are
customers of other Institutions may pay fees to those Institutions.
Andrew B. Williams, Senior Vice President of the Advisor, has been
primarily responsible for the management of the Portfolio. Mr. Williams has been
responsible for the management of the Portfolio since it commenced operations.
Mr. Williams has been employed by the Advisor since May 1985.
-11-
<PAGE>
GENERAL INFORMATION
If you have any questions regarding the Portfolio, contact Glenmede
Fund at the address or telephone number stated on the back cover page.
-12-
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Portfolio's financial performance. Certain information reflects
financial results for a single Portfolio share. The total return in the
table represents the rate that an investor would have earned or lost on
an investment in the Portfolio (assuming reinvestment of all dividends
and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Portfolio's
financial statements, are included in the Annual Report, which is
available upon request.
Global Equity Portfolio
(For a share outstanding throughout
the period)
Period
Ended
Oct. 31,
1998+
Net Asset Value, Beginning of Period.......................... $_____
Income from Investment Operations
Net Investment Income......................................... _____
Net Gain/Loss on Securities
(both realized and unrealized)................................ _____
Total From Investment Operations.............................. _____
Less Distributions:
Dividends (from net investment income)........................ _____
Distributions (from capital gains)............................ _____
Return of Capital............................................. _____
Total Distributions........................................... _____
Net Asset Value, End of Period................................ $____
=====
Total Return.................................................. ___%
=====
Ratios/Supplemental Data
Net Assets, End of Period (in 000's).......................... $_____
Ratio of Expenses to Average Net Assets....................... ____%*
Ratio of Net Income to Average Net Assets..................... ____%*
Portfolio Turnover Rate....................................... ____%
- -----------------
+ The Portfolio commenced operations on November 4, 1997.
* Annualized.
-13-
<PAGE>
[BACK COVER]
Where to find more information
More Portfolio information is available to you upon request and without charge:
Annual and Semi-Annual Report
The Annual and Semi-Annual Reports provide additional information about the
Portfolio's investments and performance. The Annual Report also contains a
discussion of the market conditions and investment strategies that significantly
affected the Portfolio's performance during the last fiscal period.
Statement of Additional Information (SAI)
The SAI includes additional information about the Portfolio's investment
policies, organization and management. It is legally part of this prospectus (it
is incorporated by reference).
You can get free copies of the Portfolio's Annual Report, Semi-Annual Report or
SAI. You may also request other information about the Portfolio, and make
inquiries.
Write to:
The Glenmede Fund, Inc.
One South Street
Baltimore, MD 21202
By phone:
1-800-442-8299
Information about the Portfolio (including the Portfolio's SAI) can be reviewed
and copied at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. Information about the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information
about the Portfolios are available on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.
Glenmede Fund's Investment Company Act File No. is 811-5577
<PAGE>
[FRONT COVER]
THE GLENMEDE FUND, INC.
Prospectus
February 28, 1999
Emerging Markets Portfolio
Investment Advisor
The Glenmede Trust Company
Investment Sub-Advisor
Pictet International Management Limited
The Securities and Exchange Commission has not approved or disapproved the
Portfolio's shares or determined if this prospectus is accurate or complete. It
is a criminal offense to state otherwise.
<PAGE>
TABLE OF CONTENTS
RISK/RETURN SUMMARY........................................................2
INVESTMENTS................................................................6
PRICE OF PORTFOLIO SHARES..................................................9
PURCHASE OF SHARES.........................................................9
REDEMPTION OF SHARES......................................................10
ADDITIONAL INFORMATION ON THE PURCHASE AND
REDEMPTION OF SHARES OF THE PORTFOLIO................................10
DIVIDENDS AND DISTRIBUTIONS...............................................10
TAXES ....................................................................11
MANAGEMENT OF THE PORTFOLIO...............................................12
GENERAL INFORMATION.......................................................13
FINANCIAL HIGHLIGHTS......................................................14
-i-
<PAGE>
RISK/RETURN SUMMARY
Important Concepts
Emerging market countries are those considered to
be developing of emerging by the World Bank and
the International Finance Corporation, and
countries that are classified by the United
Nations or otherwise regarded by their authorities
as developing.
Emerging market equity securities are:
o equity securities of companies with principal
securities trading markets located in an
emerging market country;
o equity securities, traded in any market, of
companies that derive 50% or more of their
total revenue from goods or services produced,
or sales made, in emerging market counties; and
o equity securities of companies organized under
the laws of, and with a principal office in, an
emerging market country;
Total return consists of net income (dividend and
interest income from portfolio securities less
expenses of the Portfolio) and capital gains and
losses, both realized and unrealized, from
portfolio securities.
Investment Goal Long-term growth of capital.
Principal Investments Emerging market equity securities.
Principal Risks of
Investing Common stocks may decline over short or even
extended periods of time. Equity markets tend to
be cyclical: there are times when stock prices
generally increase, and other times when they
generally decrease. Therefore, you could lose
money by investing in the Portfolio.
The Portfolio is subject to additional risks due
to the nature of its investments in foreign
-2-
<PAGE>
securities. Foreign stocks involve special risks
not typically associated with U.S. stocks. These
risks are heightened in the case of developing
countries.
An investment in a Portfolio is not a bank deposit
and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other
government agency.
Who may want to
invest in the Portfolio The Portfolio may be appropriate for you if you
want your capital to grow over the long term, are
investing for goals several years away, and are
comfortable with the risks of investing in equity
securities of companies in developing countries.
The Portfolio would not be appropriate for you if
you are investing for short-term goals, or are
mainly seeking current income.
Bar Chart and
Performance Table The Bar Chart and Table below show the Portfolio's
annual returns and its long-term performance. The
Bar Chart shows how the performance of the
Portfolio has varied from year to year. The Table
shows how the Portfolio's average annual returns
for one year and the life of the Portfolio compare
to those of selected market indices. The Bar Chart
and Performance Table assume reinvestment of
dividends and distributions. The Portfolio's past
performance does not necessarily indicate how it
will perform in the future.
[Insert Bar Chart for the Portfolio showing
calendar year-by-year total returns for the
Portfolio's Shares for the last 10 calendar years,
or for the life of the Portfolio if less than 10
years. The Bar on the left will cover the earliest
year (or period), and the bar to the right will
represent the subsequent calendar year, ending
with 1998. The numerical return must be adjacent
to each bar. Following the Portfolio's bar chart,
disclose the Portfolio's highest and lowest Return
for a quarter during the period covered by the bar
chart.]
-3-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
The Portfolio's Average Annual Total
Returns for the Periods Ended
December 31, 1998
- ------------------------------------------ ------------------------------------------------------------
o The Morgan Stanley Emerging Markets Free
Index is an unmanaged measure of the Since
performance of the major emerging economies Past 1 Year December 14,
with sizable and active equity markets in 1994
Asia, Latin America, the Middle East, ------------------------------------------------------------
Africa, and Europe. Emerging
Markets Portfolio
o The International Financial Corporation ------------------------------------------------------------
Composite Index is an unmanaged measure of Morgan Stanley Emerging
the performance of stock markets in countries Markets Free Index
with developing economies, especially those
meeting World Bank classifications of low- ------------------------------------------------------------
income and middle-income, but may include International Financial
high-income economies where the stock market Corporation Composite
is likely to be developing for some time. Index
------------------------------------------------------------
o The Lipper Emerging Markets Fund Index is Lipper Emerging Markets
comprised of the 30 largest funds in the Fund Index
Lipper Emerging Markets Fund Average. The ------------------------------------------------------------
Average consists of funds that seek long-term
capital appreciation by investing at least
65% of their assets in emerging market
equity securities.
Fees and Expenses of the Portfolio This table describes the fees and expenses
that you may pay if you buy and hold
shares of the Portfolio
------------------------------------------------------------
Emerging
Markets
Portfolio
------------------------------------------------------------
Annual Portfolio Operating Expenses
(expenses that are deducted from
Portfolio assets)
------------------------------------------------------------
Management Fees......................... 1.25%
------------------------------------------------------------
Other Expenses.......................... .48%
----
------------------------------------------------------------
------------------------------------------------------------
Total Annual Portfolio Operating Expenses
1.73%
------------------------------------------------------------
</TABLE>
-4-
<PAGE>
Example
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Emerging Markets Portfolio........ $___ $___ $___ $___
-5-
<PAGE>
INVESTMENTS
Objective and Principal Strategies
To help you decide whether the Portfolio is appropriate for you, this
section looks more closely at the Portfolio's investment objectives and
policies. You should carefully consider your own investment goals, time horizon
and risk tolerance before investing in the Portfolio.
The Portfolio's investment objective may be changed by the Board
members without shareholder approval.
The objective of the Portfolio is to provide long-term growth of
capital.
The Portfolio attempts to achieve this objective by normally investing
at least 65% of its total assets in emerging market equity securities. Emerging
market countries tend to be located in Africa, Asia, Eastern Europe, the Middle
East and Latin America. They include South Africa, Turkey, India, Indonesia,
Brazil, Malaysia, China, Taiwan, South Korea and Mexico.
The equity securities in which the Portfolio invests may include common
stock, preferred stock, and sponsored or unsponsored American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs") and Global Depositary
Receipts ("GDRs"). Determinations as to eligibility will be made by the
Portfolio's sub-advisor, Pictet International Management Limited (the
"Sub-Advisor"), based on publicly available information and inquiries made to
the companies. The Portfolio will at all times, except during defensive periods,
maintain investments in at least three emerging market countries. The
Sub-Advisor will limit holdings in any one country to 15% at the time of
investment.
The Sub-Advisor may use various methods of selecting securities for the
Portfolio, and may rely on independent or affiliated sources of information and
ideas in connection with management of the Portfolio. The Sub-Advisor's
philosophy focuses on stock selection and significantly diversifying the
Portfolio's investments on a company and country level. The Sub-Advisor uses its
own data base which screens for emerging markets that meet the Sub-Advisor's
strict quantitative criteria. Generally, in order for a country to be included
by the Sub-Advisor as a permissible emerging market investment, it must satisfy
certain criteria, including:
o the country must meet certain custodial criteria, such as
security of assets and international experience; and
o the country must satisfy certain specific cyclical criteria,
including liquidity conditions, industrial production capacity
constraints, direction of real interest rates and the valuation
of the market.
The Portfolio may take temporary defensive positions that are
inconsistent with its principal investment strategies in response to adverse
market, economic, political, or other conditions. Such investments include
various short-term instruments. A defensive position, taken at the wrong time
would have an adverse impact on the Portfolio's performance.
-6-
<PAGE>
Risks of Foreign Investments
The risks of investing in the Portfolio have been described above in
the Risk/Return Summary. The following supplements that description.
Foreign Securities
The Portfolio may purchase securities in any foreign country, developed
or underdeveloped. You should consider carefully the substantial risks involved
in investing in such securities. These risks and considerations include
differences in accounting, auditing and financial reporting standards, generally
higher commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or
exchange control regulations, political instability, and potential restrictions
on the flow of international capital. The dividends payable on the Portfolio's
foreign portfolio securities may be subject to foreign withholding taxes, thus
reducing the income available for distribution to the Portfolio's shareholders.
Foreign securities often trade with less frequency and volume than domestic
securities and, therefore, may exhibit greater price volatility. Changes in
foreign exchange rates will affect the value of those securities in the
Portfolio which are denominated or quoted in currencies other than the U.S.
dollar. In many countries there is less publicly available information about
issuers than is available in reports about companies in the United States.
These risks are often heightened for investments in developing or
emerging markets. Developing countries may also impose restrictions on the
Portfolio's ability to repatriate investment income or capital. Even without
such restrictions, the mechanics of repatriation may affect certain aspects of
the operations of the Portfolio.
Some of the currencies in emerging markets have been devalued relative
to the U.S. dollar. In many cases these devaluations have been significant.
Certain developing countries impose constraints on currency exchange.
Governments of some developing countries exercise substantial influence
over many aspects of the private sector. In some countries, the government owns
or controls many companies, including the largest in the country. As such,
government actions in the future could have a significant effect on economic
conditions in developing countries in these regions, which, in turn, could
affect the value of the Portfolio's investments.
Brokerage commissions, custodial services, and other costs relating to
investment in foreign securities markets are generally more expensive than in
the United States. Foreign securities markets have different clearance and
settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could prevent the Portfolio from investing the proceeds of the sale.
Inability to dispose of portfolio securities due to settlement problems could
expose the Portfolio to losses due either to subsequent declines in value of the
portfolio security or, if the security has been sold, to claims by the
purchaser.
-7-
<PAGE>
In many emerging markets, there is less government supervision and
regulation of business and industry practices, stock exchanges, brokers and
listed companies than in the United States. The Portfolio may invest in foreign
securities markets which are smaller, less liquid, and subject to greater price
volatility than those in the United States.
There are additional risk factors, including possible losses through
the holding of securities in domestic and foreign custodian banks and
depositories.
Other Risks
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolio and how they may advance the Portfolio's investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
Other Types of Investments
This Prospectus describes the Portfolio's principal investment
strategies, and the particular types of securities in which the Portfolio
principally invests. The Portfolio may, from time to time, make other types of
investments and pursue other investment strategies in support of its overall
investment goal. These supplemental investment strategies--and the risks
involved--are described in detail in the Statement of Additional Information,
which is referred to on the Back Cover of this Prospectus.
Year 2000 Risks
Like other investment companies and financial service providers, the
Portfolio could be adversely affected if the computer systems used by the
Advisor and the Portfolio's other service providers do not properly process and
calculate date-related information and data beginning on January 1, 2000. This
is commonly known as the "Year 2000 Problem." The Year 2000 Problem arises
because most computer systems were designed only to recognize a two-digit year,
not a four-digit year. When the year 2000 begins, these computers may interpret
"00" as the year 1900 and either stop processing date-related computations or
process them incorrectly. These failures could have a negative impact on the
handling of securities trades, pricing and account services. The Advisor and
administrator are taking steps to address the Year 2000 Problem with respect to
the computer systems that they use and to obtain assurance that comparable steps
are being taken by the Portfolio's other major service providers. As of the date
of this Prospectus, it is not anticipated that shareholders will experience
negative effects on their investment, or on the services provided in connection
therewith, as a result of the Year 2000 Problem. However, there can be no
assurance that these steps will be successful, or that interaction with other
non-complying computer systems will not adversely impact the Portfolios.
-8-
<PAGE>
PRICE OF PORTFOLIO SHARES
The price of shares issued by the Portfolio is based on net asset value
("NAV"). The Portfolio's NAV per share is determined as of the close of regular
trading hours of the New York Stock Exchange, currently 4:00 p.m. (Eastern
time), on each day that the Exchange is open for business.
Marketable equity securities are priced at market value. Securities
listed on a foreign exchange and unlisted foreign securities are valued at the
latest quoted sales price available when assets are valued. If a subsequent
occurrence is believed to have changed such value, however, the fair value of
those securities may be determined through consideration of other factors by or
under the direction of the Board of Directors of The Glenmede Fund, Inc.
("Glenmede Fund"). These securities may trade on days when shares of the
Portfolio are not priced; as a result, the NAV of shares of the Portfolio may
change on days when you will not be able to purchase or redeem the Portfolio's
shares. Foreign currency amounts are translated into U.S. dollars at the bid
prices of such currencies against U.S. dollars last quoted by a major bank. The
value of securities for which no quotations are readily available (including
restricted securities) is determined in good faith at fair value using methods
determined by the Board of Directors.
PURCHASE OF SHARES
Shares of the Portfolio are sold without a sales commission on a
continuous basis to the Advisor acting on behalf of its clients ("Clients") and
to other institutions (the "Institutions"), at the NAV per share next determined
after receipt of the purchase order by the Portfolio's transfer agent. The
minimum initial investment is $25,000; the minimum for subsequent investments is
$1,000. The Portfolio reserves the right to reduce or waive the minimum initial
and subsequent investment requirements from time to time. Beneficial ownership
of shares will be reflected on books maintained by the Advisor or the
Institutions. If you wish to purchase shares in the Portfolio you should contact
the Advisor or your Institution.
Your Broker-Dealer may charge you for purchasing or selling shares of
the Portfolio. There is no transaction charge for shares purchased directly from
the Portfolio.
Purchases of the Portfolio's shares will be made in full and fractional
shares calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued except upon your written
request. Certificates for fractional shares, however, will not be issued.
-9-
<PAGE>
REDEMPTION OF SHARES
You may redeem shares of the Portfolio at any time, without cost, at
the NAV per share of the Portfolio next determined after the transfer agent
receives your redemption request. Generally, a properly signed written request
is all that is required. If you wish to redeem shares, contact the Advisor or
your Institution.
You will ordinarily be paid your redemption proceeds within one
business day, but in no event more than seven days, after the transfer agent
receives your order in proper form. Redemption orders are effected at the net
asset value per share next determined after receipt of the order. The Portfolio
may suspend the right of redemption or postpone the date of payment under any
emergency circumstances as determined by the Securities and Exchange Commission
(the "SEC").
ADDITIONAL INFORMATION ON THE PURCHASE AND
REDEMPTION OF SHARES OF THE PORTFOLIO
Glenmede Fund may in its sole discretion appoint one or more entities,
including the Advisor, as its agent to receive purchase and redemption orders of
shares of the Portfolio and cause these orders to be transmitted, on a net
basis, to Glenmede Fund's transfer agent. In these instances, orders are
effected at the net asset value per share next determined after receipt of that
order by the entity, if the order is actually received by Glenmede Fund's
transfer agent not later than the next business morning.
DIVIDENDS AND DISTRIBUTIONS
The Portfolio normally distributes substantially all of its net
investment income to shareholders in the form of a quarterly dividend.
The Portfolio normally distributes any realized net capital gains once
a year.
TAXES
Federal
The Portfolio intends to distribute as dividends substantially all of
its investment company taxable income each year. Such dividends will be taxable
to you as ordinary income unless you are currently exempt from Federal income
taxes, whether you receive the distribution in cash or reinvested in additional
shares.
Dividends paid by the Portfolio will generally be taxable to you as
ordinary income or capital gains. Distributions by the Portfolio attributable to
its "net capital gain" (the excess of its net long-term capital gain - i.e.,
gains or assets held more than 12 months - over its net short-term capital
-10-
<PAGE>
loss), if any, qualify as "capital gains distributions." These distributions are
taxable to you as long-term capital gain, regardless of how long you have held
your shares and whether you receive such gains in cash or reinvested in
additional shares. For individuals, long-term capital gain is generally subject
to a maximum federal tax rate of 20%.
The Portfolio expects that its investment objective will generally
cause its annual distributions to consist primarily of capital gains rather than
ordinary income. That will not be the case, however, in any year unless in that
year the Portfolio's net capital gains exceed its net investment income.
If you are considering a purchase of shares of the Portfolio on or just
before the record date of a dividend you should be aware that the amount of the
forthcoming dividend payment, although in effect a return of capital, will be
taxable.
You may realize a capital gain or loss upon redemption or transfer of
your shares of the Portfolio, depending upon the tax basis of your shares and
their price at the time of redemption or transfer.
Miscellaneous. Dividends declared in October, November or December of
any year payable to shareholders of record on a specified date in such months
will be deemed to have been received by the shareholders and paid by the
Portfolio on December 31, in the event such dividends are paid during January of
the following year.
The foregoing summarizes some of the important tax considerations
generally affecting the Portfolio and its shareholders and is not intended as a
substitute for careful tax planning. Accordingly, you should consult your tax
adviser with specific reference to your own tax situation. You will be advised
at least annually as to the federal income tax consequences of distributions
made each year.
State and Local Taxes
You may also be subject to state and local taxes on distributions from
the Portfolio. You should consult with your tax adviser with respect to the tax
status of distributions from the Portfolio in your state or locality.
MANAGEMENT OF THE PORTFOLIO
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolio. The Advisor, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is a wholly-owned subsidiary of The Glenmede
Corporation. At December 31, 1998, the Advisor had over $____ billion in assets
in the accounts for which it serves in various capacities including as executor,
trustee or investment advisor.
-11-
<PAGE>
Under an Investment Advisory Agreement with Glenmede Fund, the Advisor,
subject to the control and supervision of Glenmede Fund's Board and in
conformance with the stated investment objective and policies of the Portfolio,
has agreed to manage the investment and reinvestment of the Portfolio assets,
make investment decisions for the Portfolio and place the Portfolio's purchase
and sales orders.
Pursuant to that Agreement, the Advisor also may select a person to act
as sub-advisor. The Advisor and Glenmede Fund, on behalf of the Emerging Markets
Portfolio, have entered into a sub-investment advisory agreement with Pictet
International Management Limited, located at Cutlers Gardens, 5 Devonshire
Square, London, United Kingdom EC2M 4LD. The Sub-Advisor, subject to the control
and supervision of Glenmede Fund's Board and in conformance with the stated
investment objective and policies of the Portfolio, performs sub-advisory and
portfolio transaction services for the Portfolio, including managing the
Portfolio's holdings in accordance with the Portfolio's investment objective and
policies, making investment decisions concerning foreign investments for the
Portfolio, placing purchase and sale orders for portfolio transactions and
employing professional portfolio managers and security analysts who provide
research services to the Portfolio.
The Sub-Advisor is an affiliate of Pictet & Cie (the "Bank"), a Swiss
private bank, which was founded in 1805. As of December 31, 1998, the Bank
managed in excess of $____ billion for institutional and private clients. The
Bank is owned by seven partners. The Sub-Advisor was established in 1980 to
manage the investment needs of clients seeking to invest in the international
fixed revenue and equity markets.
For the fiscal year ended October 31, 1998, the Advisor and Sub-Advisor
received management fees from the Portfolio at the annual rate of .75% and .50%,
respectively, of the Portfolio's average net assets. The aggregate fees paid to
the Portfolio's Advisor and Sub-Advisor are higher than advisory fees paid by
most other U.S. investment companies. Glenmede Fund's Board of Directors
believes such fees are comparable to the rates paid by other similar funds.
Shareholders in the Portfolio who are customers of other Institutions may pay
fees to those Institutions.
Douglas Polunin, Senior Investment Manager at the Sub-Advisor, is a
co-portfolio manager for the Portfolio. Mr. Polunin has been employed by the
Sub-Advisor since January 1989.
Morid Kamshad, Senior Investment Manager at the Sub-Advisor, is also a
co-portfolio manager for the Portfolio. Mr. Kamshad has been employed by the
Sub-Advisor since July 1995. Prior to his employment with the Sub-Advisor, from
March 1994 to July 1995, Mr. Kamshad worked at HSBC Asset Management as an
analyst specializing in the emerging markets of Europe and the Middle East. From
August 1989 to December 1993, he worked at Air Products and Chemicals as a
business development manager.
-12-
<PAGE>
GENERAL INFORMATION
If you have any questions regarding the Portfolio, contact Glenmede
Fund at the address or telephone number stated on the back cover page.
-13-
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 4 years. Certain information
reflects financial results for a single Portfolio share. The total return in the
table represents the rate that an investor would have earned or lost on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the Portfolio's financial statements, are included in
the Annual Report, which is available upon request.
Emerging Markets Portfolio
(For a share outstanding throughout each year)
<TABLE>
<CAPTION>
Year Ended October 31,
-----------------------------------------------------
1998 1997 1996 1995+
----- ------- ------- -------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $____ $9.52 $ 9.73 $ 10.00
------- ------- -------
Income from Investment Operations
Net Investment Income......................................... _____ 0.03 0.06 0.16
------- ------- -------
Net Gain/(Loss) on Securities
(both realized and unrealized)................................ _____ 0.09 (0.16) (0.31)
------- ------- -------
Total From Investment Operations.............................. _____ 0.12 (0.10) (0.15)
------- ------- -------
Less Distributions:
Dividends (from net investment income)........................ _____ (0.02) (0.08) (0.12)
------- ------- -------
Distributions (from capital gains)............................ _____ (0.57) (0.03) --
------- ------- --
Return of Capital............................................. _____
Total Distributions........................................... _____ (0.59) (0.11) (0.12)
------- ------- -------
Net Asset Value, End of Period................................ $ $ 9.05 $ 9.52 $ 9.73
===== ======= ======= =======
Total Return.................................................. % 1.01% (0.96)% (1.96)%*
===== ======= ======= =======
Ratios/Supplemental Data
Net Assets, End of Period (in 000's).......................... $____ $95,012 $86,385 $27,297
------- ------- -------
Ratio of Expenses to Average Net Assets....................... _____% 1.73% 1.76% 1.81%*
------- ------- -------
Ratio of Net Income to Average Net Assets..................... _____% 0.29% 0.80% 1.87%*
------- ------- -------
Portfolio Turnover Rate....................................... _____% 94% 44% 50%
</TABLE>
- -----------------
+ The Portfolio commenced operations on December 14, 1994.
* Annualized.
-14-
<PAGE>
[BACK COVER]
Where to find more information
More Portfolio information is available to you upon request and without charge:
Annual and Semi-Annual Report
The Annual and Semi-Annual Reports provide additional information about the
Portfolio's investments and performance. The Annual Report also contains a
discussion of the market conditions and investment strategies that significantly
affected the Portfolio's performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI includes additional information about the Portfolio's investment
policies, organization and management. It is legally part of this prospectus (it
is incorporated by reference).
You can get free copies of the Portfolio's Annual Report, Semi-Annual Report or
SAI. You may also request other information about the Portfolio, and make
inquiries.
Write to:
The Glenmede Fund, Inc.
One South Street
Baltimore, MD 21202
By phone:
1-800-442-8299
Information about the Portfolio (including the Portfolio's SAI) can be reviewed
and copied at the Securities and Exchange Commission's Public Reference Room in
Washington, DC. Information about the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information
about the Portfolios are available on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, upon payment of
a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, DC 20549-6009.
Glenmede Fund's Investment Company Act File No. is 811-5577
-15-
<PAGE>
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
(800) 442-8299
STATEMENT OF ADDITIONAL INFORMATION
February 28, 1999
This Statement of Additional Information is not a prospectus but should
be read in conjunction with The Glenmede Fund, Inc.'s ("Glenmede Fund") and The
Glenmede Portfolios' ("Glenmede Portfolios" and, collectively with Glenmede
Fund, the "Funds") Prospectuses dated February 28, 1999, as amended or
supplemented from time to time (the "Prospectuses"). This Statement of
Additional Information is for the Government Cash, Tax-Exempt Cash, Core Fixed
Income, International, Tax Managed Equity, Small Capitalization Equity (Advisor
Shares and Institutional Shares), Large Cap Value, Muni Intermediate, New Jersey
Muni, Institutional International, Emerging Markets and Global Equity
Portfolios. The Funds' audited financial statements and financial highlights
appearing in the 1998 Annual Report to shareholders are incorporated by
reference into this Statement of Additional Information. A copy of the Funds'
Prospectuses and Annual Report are available without charge, upon request, by
calling the Funds at the above telephone number.
Capitalized terms used in this Statement of Additional Information and
not otherwise defined have the same meanings given to them in the Funds'
Prospectuses.
Table of Contents Page
THE FUNDS.............................................................__
INVESTMENT STRATEGIES.................................................__
COMMON INVESTMENT POLICIES AND RISKS..................................__
PRICE OF PORTFOLIO SHARES.............................................__
PURCHASE OF SHARES....................................................__
REDEMPTION OF SHARES..................................................__
SHAREHOLDER SERVICES..................................................__
PORTFOLIO TURNOVER....................................................__
INVESTMENT LIMITATIONS................................................__
MANAGEMENT OF THE FUNDS...............................................__
INVESTMENT ADVISORY AND OTHER SERVICES................................__
PORTFOLIO TRANSACTIONS................................................__
ADDITIONAL INFORMATION CONCERNING TAXES...............................__
PERFORMANCE CALCULATIONS..............................................__
GENERAL INFORMATION...................................................__
FINANCIAL STATEMENTS..................................................__
OTHER INFORMATION.....................................................__
APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS....................A-1
<PAGE>
THE FUNDS
Glenmede Fund was organized as a Maryland corporation on June 30, 1988.
Glenmede Fund's Articles of Incorporation authorize its Board of Directors to
issue 2,500,000,000 shares of common stock, with a $.001 par value. The Board
has the power to subdivide these shares into one or more investment portfolios
("Portfolios") from time to time. The Board also has the power to designate
separate classes of shares within the same Portfolio. Currently, Glenmede Fund
is offering shares of the following ten Portfolios: International Equity
Portfolio, Large Cap Value Portfolio, Small Capitalization Equity Portfolio
(Advisor Shares and Institutional Shares), Tax Managed Equity Portfolio,
Government Cash Portfolio, Tax-Exempt Cash Portfolio, Core Fixed Income
Portfolio, Emerging Markets Portfolio, Global Equity Portfolio and Institutional
International Portfolio.
Glenmede Portfolio was organized as a Massachusetts business trust on
March 3, 1992. Glenmede Portfolios' Master Trust Agreement authorizes its Board
of Trustees to issue an unlimited number of shares of beneficial interest with a
$.001 par value. The Board has the power to subdivide these shares into one or
more investment portfolios (Sub-Trusts) from time to time. Currently, Glenmede
Portfolios is offering shares of two Sub-Trusts, the Muni Intermediate and New
Jersey Muni Portfolios.
Each Fund is an open-end, management investment company. The
International, Large Cap Value, Small Capitalization Equity, Tax Managed Equity,
Core Fixed Income, Government Cash, Tax-Exempt Cash, Institutional
International, Emerging Markets and Global Equity Portfolios are diversified
Portfolios of Glenmede Fund. The Muni Intermediate and New Jersey Muni
Portfolios are non-diversified Portfolios of the Glenmede Portfolios.
On February 27, 1997, the Model Equity Portfolio changed its name to
the Large Cap Value Portfolio. On September 25, 1997, the Intermediate
Government Portfolio changed its name to the Core Fixed Income Portfolio. On
August 20, 1998, the Equity Portfolio changed its name to the Tax Managed Equity
Portfolio. References in this Statement of Additional Information are to a
Portfolio's current name.
On March 1, 1991 the Small Capitalization Equity Portfolio commenced
operations offering a single class of shares. On January 1, 1998, the Small
Capitalization Equity Portfolio began to offer a second class of shares known as
"Institutional Shares." The original class of shares has been designated as
"Advisor Shares." Historical information concerning expenses and performance
prior to January 1, 1998 is that of the Advisor Shares.
INVESTMENT STRATEGIES
The following investment strategies supplement those set forth in the
Funds' Prospectuses. Unless specified below and except as described under
"Investment Limitations," the following investment strategies are not
fundamental and a particular Fund's Board may change such strategies without
shareholder approval.
-1-
<PAGE>
Government Cash Portfolio
During normal market conditions, the Portfolio will invest at least 65%
of its total assets in short-term U.S. dollar denominated money market
instruments issued by the U.S. Treasury, U.S. Government agencies, or other
agencies, enterprises or instrumentalities sponsored by the U.S. Government, and
repurchase agreements secured by such instruments.
The Portfolio may invest in the following Eligible Securities: (i)
straight-debt and mortgage-backed obligations issued by the U.S. Government or
its sponsored agencies, enterprises or instrumentalities; (ii) securities of
international institutions (Asian Development Bank, Export-Import Bank, Inter
American Development Bank, International Bank for Reconstruction and
Development, Government Trust Certificates, Private Export Funding Corp. and
Agency for International Development) which are not direct obligations of the
U.S. Government but which involve governmental agencies, instrumentalities or
enterprises (such investments will represent no more than 25% of the Portfolio's
total assets); and (iii) any publicly or privately placed, unrated securities
issued by the U.S. Government, its agencies, enterprises or instrumentalities,
including floating and variable rate securities, which, in the Advisor's
opinion, are equivalent in credit quality to securities rated AAA by Standard &
Poor's Ratings Group ("S&P") or Aaa by Moody's Investors Service, Inc.
("Moody's"). Additionally, the Portfolio may enter into reverse repurchase
agreements.
Tax-Exempt Cash Portfolio
Municipal obligations in which the Portfolio may invest include the
following Eligible Securities: project notes, demand notes, short-term municipal
obligations (including tax anticipation notes, revenue anticipation notes, bond
anticipation notes, tax and revenue anticipation notes, construction loan notes,
and short-term discount notes) rated SP-1+ or SP-1 by S&P or MIG-1 by Moody's;
tax-exempt commercial paper rated A-1+ or A-1 by S&P or Prime-1 by Moody's;
municipal bonds with a remaining effective maturity of 13 months or less, rated
AA or better by S&P or Aa or better by Moody's; variable rate demand notes rated
"VMIG-1" by Moody's; and any non-rated tax-exempt, privately placed securities
which, in the Advisor's opinion, are equivalent in credit quality to an AA or
Aa-rated security as determined by S&P or Moody's, respectively.
The two principal classifications of municipal obligations are "general
obligation" securities and "revenue" securities. General obligation securities
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue securities are payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special or specific excise tax or other
specific revenue source such as the user of the facility being financed. Revenue
securities include private activity bonds which are not payable from the
unrestricted revenues of the issuer. Consequently, the credit quality of private
activity bonds is usually directly related to the credit standing of the
corporate user of the facility involved.
Municipal obligations may also include "moral obligation" bonds, which
are normally issued by special purpose public authorities. If the issuer of
moral obligation bonds is unable to meet its debt service obligations from
current revenues, it may draw on a reserve fund, the restoration of which is a
moral commitment but not a legal obligation of the state or municipality which
created the issuer.
-2-
<PAGE>
The municipal obligations in which the Portfolio invests may include
variable rate demand notes. Such notes are frequently not rated by credit rating
agencies, but unrated notes will be purchased by the Portfolio if they are
comparable in quality at the time of the purchase to rated Eligible Securities
as determined by the Advisor. Where necessary to ensure that a note is an
Eligible Security, the Portfolio will require that the issuer's obligation to
pay the principal of the note be backed by an unconditional bank letter or line
of credit, guarantee or commitment to lend. While there may be no active
secondary market with respect to a particular variable rate demand note
purchased by the Portfolio, the Portfolio may, upon the notice specified in the
note, demand payment of the principal of the note at any time or during
specified periods not exceeding 13 months, depending upon the instrument
involved. The absence of such an active secondary market, however, could make it
difficult for the Portfolio to dispose of a variable rate demand note if the
issuer defaulted on its payment obligation or during the periods that the
Portfolio is not entitled to exercise its demand rights. The Portfolio could,
for this or other reasons, suffer a loss to the extent of the default. The
Portfolio invests in variable rate demand notes only when the Advisor deems the
investment to involve minimal credit risk. The Advisor also monitors the
continuing creditworthiness of issuers of such notes and parties providing
credit enhancement to determine whether the Portfolio should continue to hold
the notes.
Core Fixed Income Portfolio
The Portfolio may invest in the following securities: (i) straight-debt
and mortgage-backed obligations issued by the U.S. Government or its sponsored
agencies, enterprises or instrumentalities; (ii) securities of international
institutions which are not direct obligations of the U.S. Government but which
involve governmental agencies, enterprises or instrumentalities; (iii) any other
publicly or privately placed, unrated securities issued by the U.S. Government,
its agencies, enterprises or instrumentalities, which, in the Advisor's opinion,
are equivalent in credit quality to securities rated at least A by S&P or
Moody's; (iv) mortgage-backed and asset-backed obligations which are privately
issued with a rating of at least A by S&P or Moody's or which if unrated, are in
the Advisor's opinion equivalent in credit quality to securities so rated; and
(v) debt obligations of domestic and foreign companies rated at least A by S&P
or Moody's or which if unrated, are in the Advisor's opinion equivalent in
credit quality to securities so rated. Any of the above securities may be
variable or floating rate. Under normal circumstances, the Portfolio will invest
no more than 35% of the value of its total assets in the securities described in
(ii) and (v) of the first sentence of this paragraph.
The Portfolio's securities held subject to repurchase agreements may
have stated maturities exceeding 13 months, however, the Advisor currently
expects that repurchase agreements will mature in less than 13 months.
Asset-Backed Securities. The Core Fixed Income Portfolio may invest in
asset-backed securities consisting of undivided fractional interests in pools of
consumer loans or receivables held in a trust. Examples include certificates for
automobile receivables and credit card receivables. Payments of principal and
interest on the loans or receivables are passed through to certificate holders.
Asset-backed securities are not issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, however, they may be guaranteed up to a
-3-
<PAGE>
certain amount by a private issuer through a letter of credit. Payment on
asset-backed securities of private issuers is typically supported by some form
of credit enhancement, such as a letter of credit, surety bond, limited
guaranty, or subordination. The extent of credit enhancement varies, but usually
amounts to only a fraction of the asset-backed security's par value until
exhausted. Ultimately, asset-backed securities are dependent upon payment of the
consumer loans or receivables by individuals, and the certificate holder
frequently has no recourse to the entity that originated the loans or
receivables.
An asset-backed security's underlying assets may be prepaid with the
result of shortening the certificate's weighted average life. Prepayment rates
vary widely and may be affected by changes in market interest rates. It is not
possible to accurately predict the average life of a particular pool of loans or
receivables. The proceeds of prepayments received by the Portfolio must be
reinvested in securities whose yields reflect interest rates prevailing at the
time. Thus, the Portfolio's ability to maintain a portfolio which includes
high-yielding asset-backed securities will be adversely affected to the extent
reinvestments are in lower yielding securities. The actual maturity and realized
yield will therefore vary based upon the prepayment experience of the underlying
asset pool and prevailing interest rates at the time of prepayment. Asset-backed
securities may be subject to greater risk of default during periods of economic
downturn than other instruments. Also, while the secondary market for
asset-backed securities is ordinarily quite liquid, in times of financial stress
the secondary market may not be as liquid as the market for other types of
securities, which could result in the Portfolio's experiencing difficulty in
valuing or liquidating such securities.
Muni Intermediate and New Jersey Muni Portfolios
The Portfolios' investments in municipal obligations may also include
tax-exempt commercial paper rated A-1 or higher by S&P or Prime-1 or higher by
Moody's.
For a description of the two principal classifications of municipal
obligations, "general obligation" securities and "revenue" securities, see the
"Tax-Exempt Cash Portfolio" above.
During temporary defensive periods, each Portfolio may invest without
limitation in obligations which are not municipal obligations and may hold
without limitation uninvested cash reserves. Such securities may include,
without limitation, bonds, notes, variable rate demand notes and commercial
paper, provided such securities are rated within the relevant categories
applicable to municipal obligations as set forth above and in the Portfolios'
prospectus under the heading "Bond Portfolios--Investment Duration and Quality,"
or if unrated, are of comparable quality as determined by the Advisor.
Additionally, each Portfolio may invest, without limitation, in other
non-municipal debt obligations, such as bank obligations which are also of
comparable quality as determined by the Advisor. Furthermore, each Portfolio may
acquire "stand-by commitments" with respect to municipal obligations held by it.
Under a stand-by commitment, a dealer agrees to purchase, at the Portfolio's
option, specified municipal obligations at a specified price. Each Portfolio
will acquire stand-by commitments solely to facilitate portfolio liquidity and
does not intend to exercise its rights thereunder for trading purposes.
-4-
<PAGE>
International Portfolio
The Portfolio may purchase shares of closed-end investment companies
which invest chiefly in the shares of companies located outside the U.S., and
U.S. or foreign securities convertible into foreign common stock.
The Portfolio intends to remain, for the most part, fully invested in
equity securities of companies located outside of the United States. However,
the Portfolio may invest a portion of its assets (up to 35% under normal
circumstances) in the following fixed income and money market securities:
obligations of the U.S. Government and its guaranteed or sponsored agencies,
including shares of open-end or closed-end investment companies which invest in
such obligations (such shares will be purchased within the limits prescribed by
the 1940 Act and would subject a shareholder of the Portfolio to expenses of the
other investment company in addition to the expenses of the Portfolio);
short-term money market instruments issued in the U.S. or abroad, denominated in
dollars or any foreign currency, including short-term certificates of deposit
(including variable rate certificates of deposit), time deposits with a maturity
no greater than 180 days, bankers acceptances, commercial paper rated A-1 by S&P
or Prime-1 by Moody's, or in equivalent money market securities; and high
quality fixed income securities denominated in U.S. dollars, any foreign
currency, or a multi-national currency unit such as the European Currency Unit.
Large Cap Value Portfolio
From time to time, the Advisor may revise its equity computer model
programs to maintain or enhance the Portfolio's performance.
The Portfolio intends to remain, for the most part, fully invested in
equity securities which may include American Depository Receipts ("ADRs") listed
on the New York Stock Exchange. The Portfolio will not engage in "market timing"
transactions. However, for temporary purposes this Portfolio may invest a
portion of its assets (up to 20%) in short-term money market instruments issued
by U.S. or foreign issuers, denominated in dollars or any foreign currency,
including short-term certificates of deposit (including variable rate
certificates of deposit), time deposits with a maturity no greater than 180
days, bankers acceptances, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, or in similar money market securities.
Small Capitalization Equity Portfolio
The Portfolio may invest in securities located outside the United
States.
Under normal market conditions, at least 65% of the Portfolio's total
assets will be invested in equity securities of companies with market
capitalizations, at the time of purchase, that are below the maximum
capitalization permitted for a stock in the Russell 2000 Index. However, if
warranted in the judgement of the Advisor, the Portfolio may invest a portion of
its assets (up to 20% under normal circumstances) in preferred stocks and
convertible debentures with a minimum rating of BBB by S&P or Baa by Moody's,
-5-
<PAGE>
and the following fixed income and money market securities: obligations of the
U.S. Government and its guaranteed or sponsored agencies, including shares of
open-end or closed-end investment companies which invest in such obligations
(such shares will be purchased within the limits prescribed by the 1940 Act and
would subject a shareholder of the Portfolio to expenses of the other investment
company in addition to the expenses of the Portfolio; short-term money market
instruments issued in the U.S. or abroad, denominated in dollars or any foreign
currency, including short-term certificates of deposit (including variable rate
certificates of deposit), time deposits with a maturity no greater than 180
days, bankers acceptances, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, or in equivalent money market securities; and high quality fixed income
securities denominated in U.S. dollars, any foreign currency, or a
multi-national currency unit such as the European Currency Unit.
The Portfolio's holdings will tend to be characterized by relatively
low price-to-earnings ratios. There is no mandated income requirement for
securities held by the Portfolio. The Portfolio generally will be more volatile
and have a higher expected growth rate than the overall market. In certain
periods, the Portfolio may fluctuate independently of broad, larger
capitalization indices such as the S&P 500.
Tax Managed Equity Portfolio
The Portfolio expects to have a low portfolio turnover rate relative to
other funds with similar investment objectives. It is impossible to predict the
impact of such a strategy on the realization of gains and losses. Additionally,
the Portfolio reserves the right to sell securities irrespective of how long
they have been held.
The Portfolio may sell a particular security, even though it may
realize a short-term capital gain, if the value of that security is believed to
have reached its peak or is expected to decline before the Portfolio would have
held it for the long-term holding period. The Portfolio may also be required to
sell securities in order to generate cash to pay expenses or satisfy shareholder
redemptions. Certain equity and other securities held by the Portfolio will
produce ordinary taxable income on a regular basis.
The Portfolio intends to remain, for the most part, fully invested in
equity securities, which may include securities of companies located outside the
United States, and will not engage in "market timing" transactions. However, the
Portfolio may invest a portion of its assets (up to 20% under normal
circumstances) in preferred stocks, convertible debentures, and the following
fixed income and money market securities: obligations of the U.S. Government and
its guaranteed or sponsored agencies, including shares of open-end or closed-end
investment companies which invest in such obligations (such shares will be
purchased within the limits prescribed by the 1940 Act and would subject a
shareholder of the Portfolio to expenses of the other investment company in
addition to the expenses of the Portfolio); short-term money market instruments
issued in the U.S. or abroad, denominated in dollars or any foreign currency,
including short-term certificates of deposit (including variable rate
certificates of deposit), time deposits with a maturity no greater than 180
-6-
<PAGE>
days, bankers acceptances, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, or in equivalent money market securities; and high quality fixed income
securities denominated in U.S. dollars, any foreign currency, or a
multi-national currency unit such as the European Currency Unit.
The Portfolio may also purchase or write call and put options on
appropriate securities or securities indices. The aggregate value of the
Portfolio's assets subject to options written may not exceed 50% of its total
assets (taken at market value on the date written) and the aggregate premiums on
options purchased by the Portfolio will not exceed 50% of its total assets.
Options can attempt to enhance return through price appreciation of the option,
increase income, hedge to reduce overall portfolio risk, and/or hedge to reduce
individual security risk. Additionally, the Portfolio may also enter into
closing sale transactions in order to realize gains or minimize losses on
options it has purchased.
Purchasing Options. The Portfolio will normally purchase call options
in anticipation of an increase in the market value of securities of the type in
which it may invest. The purchase of a call option entitles the Portfolio, in
return for the premium paid, to purchase specified securities at a specified
price during the option period. The Portfolio will ordinarily realize a gain if,
during the option period, the value of such securities exceeds the sum of the
exercise price, the premium paid and transaction costs; otherwise the Portfolio
will realize either no gain or a loss on the purchase of the call option.
The Portfolio will normally purchase put options in anticipation of a
decline in the market value of securities in its portfolio or in securities in
which it may invest. The purchase of a put option entitles the Portfolio, in
exchange for the premium paid, to sell specified securities at a specified price
during the option period. The purchase of puts is designed to offset or hedge
against a decline in the market value of the Portfolio's securities. Put options
may also be purchased by the Portfolio for the purpose of affirmatively
benefiting from a decline in the price of securities which it does not own. The
Portfolio will ordinarily realize a gain if, during the option period, the value
of the underlying securities decreases below the exercise price sufficiently to
more than cover the premium and transaction costs; otherwise the Portfolio will
realize either no gain or a loss on the purchase of the put option. Gains and
losses on the purchase of put options will tend to be offset by countervailing
changes in the value of the underlying portfolio securities.
The Portfolio will purchase put and call options on securities indices
for the same purposes as it will purchase options on individual securities.
Writing Covered Options. The Portfolio may write covered call and put
options on any securities in which it may invest. A call option written by the
Portfolio obligates the Portfolio to sell specified securities to the holder of
the option at a specified price if the option is exercised at any time before
the expiration date. All call options written by the Portfolio will be covered,
which means that the Portfolio will own the securities subject to the option as
long as the option is outstanding or the Portfolio will use the other methods
described below. The Portfolio's purpose in writing covered call options is to
realize greater income than would be realized on portfolio securities
transactions alone. However, the Portfolio foregoes the opportunity to profit
-7-
<PAGE>
from an increase in the market price of the underlying security that exceeds the
exercise price of the call option.
A put option written by the Portfolio obligates the Portfolio to
purchase specified securities from the option holder at a specified price if the
option is exercised at any time before the expiration date. All put options
written by the Portfolio will be covered, which means that the Portfolio will
segregate cash or liquid assets with a value at least equal to the exercise
price of the put option. The purpose of writing such options is to generate
additional income for the Portfolio. However, in return for the option premium,
the Portfolio accepts the risk that it may be required to purchase the
underlying securities at a price in excess of the securities' market value at
the time of purchase.
Call and put options written by the Portfolio will also be considered
to be covered to the extent that the Portfolio's liabilities under such options
are wholly or partially offset by its rights under call and put options
purchased by the Portfolio.
In addition, a written call option or put option may be covered by
segregating cash or liquid assets, by entering into an offsetting forward
contract and/or by purchasing an offsetting option which, by virtue of its
exercise price or otherwise, reduces the Portfolio's net exposure on its written
option position.
The Portfolio may also write covered call and put options on any
securities index composed of securities in which it may invest. Options on
securities indices are similar to options on securities, except that the
exercise of securities index options requires cash payments and does not involve
the actual purchase or sale of securities. In addition, securities index options
are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security.
The Portfolio may cover call options on a securities index by owning
securities whose price changes are expected to be similar to those of the
underlying index, or by having an absolute and immediate right to acquire such
securities without additional cash consideration (or for additional cash
consideration segregated by the Portfolio) upon conversion or exchange of other
securities in its portfolio. The Portfolio may cover call and put options on a
securities index by segregating cash or liquid assets with a value equal to the
exercise price.
The Portfolio may terminate its obligations under an exchange traded
call or put option by purchasing an option identical to the one it has written.
Obligations under over-the-counter options may be terminated only by entering
into an offsetting transaction with the counterparty to such option. Such
purchases are referred to as "closing purchase transactions."
Institutional International Portfolio
The securities which the Portfolio may purchase include the following:
common stocks of companies located outside the U.S.; shares of closed-end
investment companies which invest chiefly in the shares of companies located
outside the U.S. (such shares will be purchased by the Portfolio within the
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limits prescribed by the 1940 Act); and U.S. or foreign securities convertible
into foreign common stock.
The Portfolio intends to remain, for the most part, fully invested in
equity securities of companies located outside of the United States. However,
the Portfolio may invest a portion of its assets (up to 20% under normal
circumstances) in the following fixed income and money market securities:
obligations of the U.S. Government and its guaranteed or sponsored agencies,
including shares of open-end or closed-end investment companies which invest in
such obligations (such shares will be purchased within the limits prescribed by
the 1940 Act and would subject a shareholder of the Portfolio to expenses of the
other investment company in addition to the expenses of the Portfolio);
short-term money market instruments issued in the U.S. or abroad, denominated in
dollars or any foreign currency, including short-term certificates of deposit
(including variable rate certificates of deposit), time deposits with a maturity
no greater than 180 days, bankers acceptances, commercial paper rated A-1 by S&P
or Prime-1 by Moody's, or in equivalent money market securities; and high
quality fixed income securities denominated in U.S. dollars, any foreign
currency, or a multi-national currency unit such as the European Currency Unit.
The Portfolio may also enter into forward currency exchange contracts
only to hedge against uncertainty in the level of future foreign exchange rates
in the purchase and sale of investment securities; it may not enter into such
contracts for speculative purposes.
Emerging Markets Portfolio
For long-term growth of capital, the Portfolio may invest up to 35% of
its total assets in debt securities (defined as bonds, notes, debentures,
commercial paper, certificates of deposit, time deposits and bankers'
acceptances) which are rated at least Baa by Moody's or BBB by S&P or are
unrated debt securities deemed to be of comparable quality by the Sub-Advisor.
Certain debt securities can provide the potential for long-term growth of
capital based on various factors such as changes in interest rates, economic and
market conditions, improvement in an issuer's ability to repay principal and pay
interest, and ratings upgrades. Additionally, convertible bonds can provide the
potential for long-term growth of capital through the conversion feature, which
enables the holder of the bond to benefit from increases in the market price of
the securities into which they are convertible. However, there can be no
assurances that debt securities or convertible bonds will provide long-term
growth of capital.
The Portfolio may lend its portfolio securities. Additionally, the
Portfolio may invest in European Depositary Receipts ("EDRs"), and may enter
into forward foreign currency contracts and reverse repurchase agreements. When
deemed appropriate by the Sub-Advisor, the Portfolio may invest cash balances in
repurchase agreements and other money market investments to maintain liquidity
in an amount to meet expenses or for day-to-day operating purposes.
When the Sub-Advisor believes that market conditions warrant, the
Portfolio may adopt a temporary defensive position and may invest up to 100% of
its total assets in the following high-quality (that is, rated Prime-1 by
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Moody's or A or better by S&P or, if unrated, of comparable quality as
determined by the Sub-Advisor) money market securities, denominated in U.S.
dollars or in the currency of any foreign country, issued by entities organized
in the United States or any foreign country: short-term (less than twelve months
to maturity) and medium-term (not greater than five years to maturity)
obligations issued or guaranteed by the U.S. Government or the governments of
foreign countries, their agencies or instrumentalities; finance company and
corporate commercial paper, and other short-term corporate obligations;
obligations (including certificates of deposit, time deposits and bankers'
acceptances) of banks; and repurchase agreements with banks and broker-dealers
with respect to such securities. The Portfolio also may purchase shares of
closed-end investment companies which invest chiefly in the shares of companies
located outside the U.S. (such shares will be purchased by the Portfolio within
the limits prescribed by the 1940 Act).
Global Equity Portfolio
The Portfolio intends to remain, for the most part, fully invested in
equity securities and securities convertible into equity securities. However,
the Portfolio may invest a portion of its assets (up to 20% under normal
circumstances) in the following fixed income and money market securities:
obligations of the U.S. Government and its guaranteed or sponsored agencies,
including shares of open-end or closed-end investment companies which invest in
such obligations (such shares will be purchased within the limits prescribed by
the 1940 Act and would subject a shareholder of the Portfolio to expenses of the
other investment company in addition to the expenses of the Portfolio);
short-term money market instruments issued in the U.S. or abroad, denominated in
dollars or any foreign currency, including short-term certificates of deposit
(including variable rate certificates of deposit), time deposits with a maturity
no greater than 180 days, bankers acceptances, commercial paper rated A-1 by S&P
or Prime-1 by Moody's, or in equivalent money market securities; and high
quality fixed income securities denominated in U.S. dollars, any foreign
currency, or a multi-national currency unit such as the European Currency Unit.
The Portfolio may also enter into forward currency exchange contracts
only to hedge against uncertainty in the level of future foreign exchange rates
in the purchase and sale of investment securities; it may not enter into such
contracts for speculative purposes. Additionally, the Portfolio may enter into
reverse repurchase agreements.
COMMON INVESTMENT POLICIES AND RISKS
Repurchase Agreements
Each Portfolio may enter into repurchase agreements with qualified
brokers, dealers, banks and other financial institutions deemed creditworthy by
the Advisor. Under normal circumstances, however, the International, Large Cap
Value, Small Capitalization Equity, Tax Managed Equity, Muni Intermediate and
New Jersey Muni Portfolios will not enter into repurchase agreements if entering
into such agreements would cause, at the time of entering into such agreements,
more than 20% of the value of the total assets of the particular Portfolio to be
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subject to repurchase agreements. The International Portfolio will generally
enter into repurchase transactions to invest cash reserves and for temporary
defensive purposes.
In effect, by entering into a repurchase agreement, a Portfolio is
lending its funds to the seller at the agreed upon interest rate, and receiving
a security as collateral for the loan. Such agreements can be entered into for
periods of one day (overnight repo) or for a fixed term (term repo). Repurchase
agreements are a common way to earn interest income on short-term funds.
In a repurchase agreement, a Portfolio purchases a security and
simultaneously commits to resell that security at a future date to the seller (a
qualified bank or securities dealer) at an agreed upon price plus an agreed upon
market rate of interest (itself unrelated to the coupon rate or date of maturity
of the purchased security). The seller under a repurchase agreement will be
required to maintain the value of the securities which are subject to the
agreement and held by a Portfolio at not less than the agreed upon repurchase
price.
If the seller defaulted on its repurchase obligation, a Portfolio
holding such obligation would suffer a loss to the extent that the proceeds from
a sale of the underlying securities (including accrued interest) were less than
the repurchase price (including accrued interest) under the agreement. In the
event that such a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by a Portfolio might be delayed pending court
action.
Repurchase agreements that do not provide for payment to a Portfolio
within seven days after notice without taking a reduced price are considered
illiquid securities.
Borrowing
As a temporary measure for extraordinary or emergency purposes, each
Portfolio may borrow money from banks. However, none of the Portfolios will
borrow money for speculative purposes. If the market value of a Portfolio's
securities should decline, the Portfolio may experience difficulty in repaying
the borrowing.
Securities Lending
Each Portfolio may lend its portfolio securities with a value of up to
one-third of its total assets (including the value of the collateral for the
loans) to qualified brokers, dealers, banks and other financial institutions who
need to borrow securities in order to complete certain transactions, such as
covering short sales, avoiding failures to deliver securities or completing
arbitrage operations. By lending its investment securities, a Portfolio attempts
to increase its income through the receipt of interest on the loan. Any gain or
loss in the market price of the securities loaned that might occur during the
term of the loan would be for the account of the Portfolio. A Portfolio may lend
its portfolio securities only when the terms, the structure and the aggregate
amount of such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC thereunder. All relevant facts and
circumstances, including the creditworthiness of the broker, dealer or
institution, will be considered by the Advisor in making decisions with respect
to the lending of securities, subject to review by the particular Fund's Board.
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There is the risk that when lending portfolio securities, the
securities may not be available to a Portfolio on a timely basis. Therefore, a
Portfolio may lose the opportunity to sell the securities at a desirable price.
Such loans would also involve risks of delay in receiving additional collateral
in the event the value of the collateral decreased below the value of the
securities loaned or even the loss of rights to the collateral should the
borrower of the securities fail financially. Additionally, in the event that a
borrower of securities would file for bankruptcy or become insolvent,
disposition of the securities may be delayed pending court action. A Portfolio
may, from time to time, pay negotiated fees in connection with the lending of
securities.
"When Issued," "Delayed Settlement," and Forward Delivery Securities
Each Portfolio may purchase and sell securities on a "when issued,"
"delayed settlement" or "forward delivery" basis. "When issued" or "forward
delivery" refers to securities whose terms and indenture are available and for
which a market exists, but which are not available for immediate delivery. When
issued or forward delivery transactions may be expected to occur one month or
more before delivery is due. Delayed settlement is a term used to describe
settlement of a securities transaction in the secondary market which will occur
sometime in the future. No payment or delivery is made by a Portfolio in a when
issued, delayed settlement or forward delivery transaction until the Portfolio
receives payment or delivery from the other party to the transaction. A
Portfolio will maintain a separate account of cash, U.S. Government securities
or other high grade debt obligations at least equal to the value of purchase
commitments until payment is made. Such segregated securities will either mature
or, if necessary, be sold on or before the settlement date. Although a Portfolio
receives no income from the above described securities prior to delivery, the
market value of such securities is still subject to change.
A Portfolio will engage in when issued transactions to obtain what is
considered to be an advantageous price and yield at the time of the transaction.
When a Portfolio engages in when issued, delayed settlement or forward delivery
transactions, it will do so for the purpose of acquiring securities consistent
with its investment objective and policies and not for the purpose of
speculation. Each Portfolio's when issued, delayed settlement and forward
delivery commitments are not expected to exceed 25% of its total assets absent
unusual market circumstances, and each Portfolio will only sell securities on
such a basis to offset securities purchased on such a basis.
Securities purchased or sold on a "when issued," "delayed settlement"
or "forward delivery" basis are subject to changes in value based upon changes
in the general level of interest rates. In when-issued and delayed settlement
transactions, a Portfolio relies on the seller to complete the transaction; the
seller's failure to do so may cause a Portfolio to miss a advantageous price or
yield.
Investment Company Securities
In connection with the management of their daily cash positions, the
Portfolios (other than the Emerging Markets Portfolio) may each invest in
securities issued by other open-end investment companies which invest in the
obligations of the U.S. Government and its guaranteed or sponsored agencies. In
addition, the International, Institutional International and Emerging Markets
Portfolios may each invest in shares of closed-end investment companies which
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invest chiefly in the shares of companies located outside of the U.S. Except as
otherwise permitted under the 1940 Act, each Portfolio limits its investments so
that, as determined immediately after a securities purchase is made: (a) not
more than 5% of the value of its total assets will be invested in the securities
of any one investment company; (b) not more than 10% of the value of its total
assets will be invested in the aggregate in the securities of investment
companies as a group; and (c) not more than 3% of the outstanding voting stock
of any one investment company will be owned by the Portfolio. As a shareholder
of another investment company, the Portfolio would bear its pro rata portion of
the other investment company's advisory fees and other expenses, in addition to
the expenses the Portfolio bears directly in connection with its own operations.
Furthermore, the investment company securities in which a Portfolio invests may
decline in value.
Illiquid Securities
The Portfolios (other than the Emerging Markets and Global Equity
Portfolios) will not invest more than 10% of their respective net assets in
securities that are illiquid. The Emerging Markets and Global Equity Portfolios
will not invest more than 15% of their respective net assets in securities that
are illiquid. These securities are subject to the risk that should a Portfolio
need to dispose of such securities, there may not be a ready market or the
Portfolio may have to sell such securities at an undesirable price.
Stand-by Commitments
The Muni Intermediate and New Jersey Muni Portfolios may acquire
stand-by commitments which may increase the cost, and thereby reduce the yield,
of the municipal obligation to which such commitment relates.
Foreign Securities
The International, Tax Managed Equity, Small Capitalization Equity,
Large Cap Value, Institutional International, Emerging Markets and Global Equity
Portfolios may invest in foreign securities. Such investments may involve higher
costs than investments in U.S. securities, including higher transaction costs
and additional taxes by foreign governments. Foreign investments may also
present additional risks associated with currency exchange rates, differences in
accounting, auditing and financial reporting standards, holding securities in
domestic and foreign custodian banks and depositories, less complete financial
information about the issuers, less market liquidity, and political instability.
Future political and economic developments, the possible imposition of
withholding taxes on dividends, the possible seizure or nationalization of
foreign holdings, the possible establishment of exchange controls, or the
adoption of other governmental restrictions, might adversely affect the payment
of dividends or principal and interest on foreign obligations.
Foreign securities markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of a Portfolio are uninvested and no return is
earned. The inability of a Portfolio to make intended security purchases due to
these and other settlement problems could cause such Portfolio to miss
attractive investment opportunities. Inability to dispose of portfolio
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securities due to settlement problems could result in losses to a Portfolio due
to subsequent declines in value of the portfolio security or, if the Portfolio
has entered into a contract to sell the security, could result in possible
liability to the purchaser. Additionally, a Portfolio may encounter difficulties
or be unable to pursue legal remedies and obtain judgments in foreign courts.
Although the Portfolios may invest in securities denominated in foreign
currencies, the Portfolios value their securities and other assets in U.S.
dollars. As a result, the NAV of the Portfolios' shares may fluctuate with U.S.
dollar exchange rates as well as with price changes of a Portfolio's securities
in the various local markets and currencies. Thus, an increase in the value of
the U.S. dollar compared to the currencies in which the Portfolios make their
investments could reduce the effect of increases and magnify the effect of
decreases in the prices of the Portfolios' securities in their local markets.
Conversely, a decrease in the value of the U.S. dollar will have the opposite
effect of magnifying the effect of increases and reducing the effect of
decreases in the prices of the Portfolios' securities in their local markets. In
addition to favorable and unfavorable currency exchange rate developments, the
Portfolios are subject to the possible imposition of exchange control
regulations or freezes on convertibility of currency.
The Emerging Markets and Global Equity Portfolios may invest in
emerging market countries. Developing countries may impose restrictions on a
Portfolio's ability to repatriate investment income or capital. Even where there
is no outright restriction on repatriation of investment income or capital, the
mechanics of repatriation may affect certain aspects of the operations of the
Portfolio. For example, funds may be withdrawn from the People's Republic of
China only in U.S. or Hong Kong dollars and only at an exchange rate established
by the government once each week.
Some of the currencies in emerging markets have experienced
devaluations relative to the U.S. dollar, and major adjustments have been made
periodically in certain of such currencies. Certain developing countries face
serious exchange constraints.
Lastly, governments of some developing countries exercise substantial
influence over many aspects of the private sector. In some countries, the
government owns or controls many companies, including the largest in the
country. As such, government actions in the future could have a significant
effect on economic conditions in developing countries in these regions, which
could affect private sector companies, a Portfolio and the value of its
securities. Furthermore, certain developing countries are among the largest
debtors to commercial banks and foreign governments. Trading in debt obligations
issued or guaranteed by such governments or their agencies and instrumentalities
involves a high degree of risk.
Depositary Receipts
The International, Large Cap Value, Institutional International,
Emerging Markets and Global Equity Portfolios may purchase certain sponsored or
unsponsored depositary receipts. In sponsored programs, an issuer has made
arrangements to have its securities traded in the form of depositary receipts.
For purposes of a Portfolio's investment policies, the Portfolio's investments
in depositary receipts will be deemed to be investments in the underlying
securities. In unsponsored programs, the issuer may not be directly involved in
the creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored programs are generally similar, in some cases it may
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be easier to obtain financial information from an issuer that has participated
in the creation of a sponsored program. Accordingly, there may be less
information available regarding issuers of securities underlying unsponsored
programs and there may not be a correlation between such information and the
market value of the depositary receipts.
The International, Large Cap Value, Institutional International, Global
Equity and Emerging Markets Portfolios may invest in American Depository
Receipts ("ADRs"). ADRs are depository receipts issued in registered form by a
U.S. bank or trust company evidencing ownership of underlying securities issued
by a foreign company. ADRs may be listed on a national securities exchange or
may be traded in the over-the-counter market. ADR prices are denominated in U.S.
dollars although the underlying securities are denominated in a foreign
currency.
The Emerging Markets and Global Equity Portfolios may also purchase
European Depository Receipts ("EDRs") and Global Depository Receipts ("GDRs")
which are designed for use in either foreign or domestic exchanges and their
respective over-the-counter markets. EDRs and GDRs are depository receipts
typically issued by foreign banks or trust companies, although they also may be
issued by U.S. banks or trust companies, and evidence ownership of underlying
securities issued by either a foreign or a United States corporation.
Generally, depositary receipts in registered form are designed for use
in the U.S. securities market and depositary receipts in bearer form are
designed for use in securities markets outside the United States. Depositary
receipts may not necessarily be denominated in the same currency as the
underlying securities into which they may be converted. Investments in ADRs,
EDRs and GDRs involve risks similar to those accompanying direct investments in
foreign securities.
Forward Foreign Exchange Contracts
The Institutional International, International, Emerging Markets and
Global Equity Portfolios may enter into forward foreign exchange contracts, but
such contracts may not be used for speculative purposes. A forward foreign
currency exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract as agreed by the parties, at a price set at the time of the
contract. In the case of a cancelable forward contract, the holder has the
unilateral right to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A forward
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A foreign currency futures contract is a standardized
contract for the future delivery of a specified amount of a foreign currency at
a future date at a price set at the time of the contract. Foreign currency
futures contracts traded in the United States are designed by and traded on
exchanges regulated by the Commodity Futures Trading Commission (the "CFTC")
such as the New York Mercantile Exchange. The Portfolios would enter into
foreign currency futures contracts solely for hedging or other appropriate
investment purposes as defined in CFTC regulations.
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Forward foreign currency exchange contracts allow a Portfolio to hedge
the currency risk of portfolio securities denominated in a foreign currency.
This method of protecting the value of a Portfolio's investment securities
against a decline in the value of a currency does not eliminate fluctuations in
the underlying prices of the securities. It simply establishes a rate of
exchange at a future date. Although such contracts tend to minimize the risk of
loss due to a decline in the value of the hedged currency, at the same time they
tend to limit any potential gain which might result should the value of such
currency increase. Additionally, investments in foreign currency exchange
contracts involve other risks similar to those accompanying direct investments
in foreign securities.
Forward foreign currency exchange contracts differ from foreign
currency futures contracts in certain respects. For example, the maturity date
of a forward contract may be any fixed number of days from the date of the
contract agreed upon by the parties, rather than a predetermined date in any
given month. Forward contracts may be in any amounts agreed upon by the parties
rather than predetermined amounts. Also, forward foreign exchange contracts are
traded directly between currency traders so that no intermediary is required. A
forward contract generally requires no margin or other deposit.
At the maturity of a forward contract, a Portfolio may either accept or
make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract.
Reverse Repurchase Agreements
The Government Cash, Core Fixed Income, Emerging Markets and Global
Equity Portfolios may enter into reverse repurchase agreements. In a reverse
repurchase agreement a Portfolio sells a security and simultaneously commits to
repurchase that security at a future date from the buyer. In effect, a Portfolio
is temporarily borrowing funds at an agreed upon interest rate from the
purchaser of the security, and the sale of the security represents collateral
for the loan. A Portfolio retains record ownership of the security and the right
to receive interest and principal payments on the security. At an agreed upon
future date, a Portfolio repurchases the security by remitting the proceeds
previously received, plus interest. In certain types of agreements, there is no
agreed upon repurchase date and interest payments are calculated daily, often
based on the prevailing overnight repurchase rate. These agreements, which are
treated as if reestablished each day, are expected to provide a Portfolio with a
flexible borrowing tool. Reverse repurchase agreements are considered to be
borrowings by a Portfolio under the 1940 Act.
A Portfolio's investment of the proceeds of a reverse repurchase
agreement is the speculative factor known as leverage. A Portfolio may enter
into a reverse repurchase agreement only if the interest income from investment
of the proceeds is greater than the interest expense of the transaction and the
proceeds are invested for a period no longer than the term of the agreement. A
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Portfolio will maintain liquid securities at least equal to its purchase
obligations under these agreements. The Advisor will consider the
creditworthiness of the other party in determining whether a Portfolio will
enter into a reverse repurchase agreement.
A Portfolio is permitted to invest up to one-third of each of its total
assets in reverse repurchase agreements and securities lending transactions.
Investments in reverse repurchase agreements and securities lending transactions
will be aggregated for purposes of this investment limitation.
The use of reverse repurchase agreements involves certain risks. For
example, the securities acquired by a Portfolio with the proceeds of such an
agreement may decline in value, although the Portfolio is obligated to repay the
proceeds. In addition, the market value of the securities sold by a Portfolio
may decline below the repurchase price, to which the Portfolio remains
committed.
Interest Rate Risks
The Portfolios may invest in fixed-income securities. Generally, a
fixed-income security will increase in value when interest rates fall and
decrease in value when interest rates rise. Longer-term securities are generally
more sensitive to interest rate changes than shorter-term securities, but they
usually offer higher yields to compensate investors for the greater risks.
Credit Risks
Because the Portfolios may invest in fixed-income securities, they are
subject to "credit risk"-- the risk that an issuer will be unable to make
principal and interest payments when due. U.S. Government Securities are
generally considered to be the safest type of investment in terms of credit
risk. Municipal obligations generally rank between U.S. Government Securities
and corporate debt securities in terms of credit safety. Corporate debt
securities, particularly those rated below investment grade, may present the
highest credit risk.
The Small Capitalization Equity and Emerging Markets Portfolios may
invest in securities which have the lowest rating in the investment grade
category (i.e., Baa by Moody's or BBB by S&P). Such securities are considered to
have some speculative characteristics and are more sensitive to economic change
than higher rated securities.
Ratings published by nationally recognized statistical rating
organizations are widely accepted measures of credit risk. The lower a bond
issue is rated by an agency, the more credit risk it is considered to represent.
Lower-rated bonds generally pay higher yields to compensate investors for the
greater risk.
U.S. Government Obligations
The Portfolios may invest in obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Direct obligations of the
U.S. Government such as Treasury bills, notes and bonds are supported by its
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full faith and credit. Indirect obligations issued by federal agencies and
government-sponsored entities generally are not backed by the full faith and
credit of the U.S. Treasury. Some of these indirect obligations may be supported
by the right of the issuer to borrow from the Treasury; others are supported by
the discretionary authority of the U.S. government to purchase the agency's
obligations; still others are supported only by the credit of the
instrumentality.
PRICE OF PORTFOLIO SHARES
The NAV per share of each Portfolio is determined by dividing the total
market value of each Portfolio's investments and other assets, less liabilities,
by the total number of those shares outstanding.
Equity securities listed on a U.S. securities exchange for which market
quotations are readily available are valued at the last quoted sale price as of
the close of the exchange's regular trading hours on the day the valuation is
made. Price information on listed securities is taken from the exchange where
the security is primarily traded. Unlisted U.S. equity securities and listed
securities not traded on the valuation date for which market quotations are
readily available are valued not in excess of the asked prices or less than the
bid prices.
For the purpose of calculating the Government Cash and Tax-Exempt Cash
Portfolio's (collectively, the "Money Market Portfolios") NAV per share,
securities are valued by the "amortized cost" method of valuation, which does
not take into account unrealized gains or losses. The amortized cost method
involves valuing an instrument at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price the
Portfolio would receive if it sold the instrument.
The use of amortized cost and the maintenance of each Money Market
Portfolio's per share NAV at $1.00 is based on its election to operate under the
provisions of Rule 2a-7 under the 1940 Act. As a condition of operating under
that Rule, each Money Market Portfolio must maintain an average weighted
maturity of 90 days or less, purchase only instruments deemed to have remaining
maturities of 13 months or less, and invest only in securities which are
determined by the Advisor, pursuant to procedures established by the Board, to
present minimal credit risks and which are Eligible Securities, pursuant to
procedures established by the Board.
The Board has established procedures reasonably designed to stabilize
the NAV per share for the purposes of sales and redemptions at $1.00. These
procedures include daily review of the relationship between the amortized cost
value per share and a NAV per share based upon available indications of market
value.
In the event of a deviation of over 1/2 of 1% between a Money Market
Portfolio's NAV based upon available market quotations or market equivalents and
$1.00 per share based on amortized cost, the Board members will promptly
consider what action, if any, should be taken. The Board members also will take
such action as they deem appropriate to eliminate or to reduce to the extent
reasonably practicable any material dilution or other unfair results which might
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arise from differences between the two. Such action may include redemption in
kind, selling instruments prior to maturity to realize capital gains or losses
or to shorten the average weighted maturity, exercising puts, withholding
dividends, paying distributions from capital or capital gains or utilizing a NAV
per share as determined by using available market quotations.
The NAV per share of each Money Market Portfolio will ordinarily remain
at $1.00, but each Portfolio's daily dividends will vary in amount. There can be
no assurance, however, that the Portfolios will maintain a constant NAV per
share of $1.00.
The Core Fixed Income, Muni Intermediate and New Jersey Muni
Portfolios' marketable fixed income securities are valued according to the
broadest and most representative market, which will ordinarily be the
over-the-counter market, at the most recent quoted bid price, or when stock
exchange valuations are used, at the latest quoted sale price on the day of
valuation. If there is not such a reported sale, the latest quoted bid price
will be used. NAV includes interest on fixed income securities which is accrued
daily. In addition, bond and other fixed income securities may be valued on the
basis of prices provided by a pricing service when the Advisor believes such
prices reflect the fair market value of such securities. The prices provided by
a pricing service are determined without regard to bid or last sale prices, but
take into account institutional size trading in similar groups of securities and
any developments related to specific securities. Debt securities with remaining
maturities of 60 days or less are valued at amortized cost, pursuant to which
(i) such securities shall be valued initially at cost on the date of purchase
or, in the case of securities purchased with more than 60 days maturity, at
their market or fair value on the 61st day prior to maturity, and (ii)
thereafter (absent unusual circumstances), a constant proportionate amortization
of any discount or premium shall be assumed until maturity of the security.
Securities listed on a foreign exchange and unlisted foreign securities
are valued at the latest quoted sales price available when assets are valued. If
a subsequent occurrence is believed to have changed such value, however, the
fair value of those securities may be determined through consideration of other
factors by or under the direction of the Board. These securities may trade on
days when shares of a Portfolio are not priced; as a result, the NAV of shares
of such Portfolio may change on days when shareholders will not be able to
purchase or redeem the Portfolio's shares. Foreign currency amounts are
translated into U.S. dollars at the bid prices of such currencies against U.S.
dollars last quoted by a major bank.
The Muni Intermediate and New Jersey Muni Portfolios' municipal
obligations for which quotations are readily available are valued at the most
recent quoted bid price provided by investment dealers, provided that municipal
obligations may be valued on the basis of prices provided by a pricing service
when such prices are determined by the administrator to reflect the fair market
value of such municipal obligations. Municipal obligations for which market
quotations are not readily available are valued at fair market value as
determined in good faith by or under the direction of the Board. Debt
obligations with remaining maturities of 60 days or less are valued on the basis
of amortized cost, pursuant to which (i) such securities are valued initially at
cost on the date of purchase or, in the case of securities purchased with more
than 60 days maturity, at their market or fair value on the 61st day prior to
maturity, and (ii) thereafter (absent unusual circumstances), a constant
proportionate amortization of any discount or premium shall be assumed until
maturity of the security.
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<PAGE>
PURCHASE OF SHARES
The purchase price of shares of each Portfolio is the NAV next
determined after receipt of the purchase order by the particular Fund. It is the
responsibility of the Advisor or Institutions to transmit orders for share
purchases to Investment Company Capital Corp. ("ICC"), the Funds' transfer
agent, and to deliver required funds to The Chase Manhattan Bank, N.A., the
Funds' custodian, on a timely basis.
Each Portfolio reserves the right in its sole discretion (i) to suspend
the offering of its shares, (ii) to reject purchase orders when in the judgment
of management such rejection is in the best interest of the particular Fund, and
(iii) to reduce or waive the minimum for initial and subsequent investments from
time to time.
At the discretion of the Funds, investors may be permitted to purchase
Portfolio shares by transferring securities to the Portfolio that meet the
Portfolios investment objectives and policies.
REDEMPTION OF SHARES
Redemption proceeds are normally paid in cash, although each Portfolio
has the right to limit each shareholder to cash redemptions of $250,000 or 1% of
such Portfolio" NAV, whichever is less, within a 90 day period. Any additional
redemption proceeds would be made in readily marketable securities.
SHAREHOLDER SERVICES
Shareholders may transfer shares of the Portfolios to another person.
An investor wishing to transfer shares should contact the Advisor.
PORTFOLIO TURNOVER
The Portfolios will not normally engage in short-term trading, but
reserve the right to do so. A high portfolio turnover rate can result in
corresponding increases in brokerage commissions; however, the Advisor, and the
Sub-Advisor (with respect to the Emerging Markets Portfolio), will not consider
turnover rate a limiting factor in making investment decisions consistent with
that Portfolio's investment objectives and policies.
INVESTMENT LIMITATIONS
Each Portfolio is subject to the following restrictions. The numbered
restrictions are fundamental policies and may not be changed without the
approval of the lesser of: (1) 67% of the voting securities of the affected
Portfolio present at a meeting if the holders of more than 50% of the
outstanding voting securities of the affected Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of the affected Portfolio. Each Portfolio will not:
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<PAGE>
(1) invest in commodities or commodity contracts, except that each
Portfolio may invest in futures contracts and options;
(2) purchase or sell real estate, although it may purchase and
sell securities of companies which deal in real estate and may
purchase and sell securities which are secured by interests in
real estate;
(3) make loans, except (i) by purchasing bonds, debentures or
similar obligations (including repurchase agreements, subject
to the limitation described in investment limitation (9)
below, and money market instruments, including bankers
acceptances and commercial paper, and selling securities on a
when issued, delayed settlement or forward delivery basis)
which are publicly or privately distributed, and (ii) by
lending its portfolio securities to banks, brokers, dealers
and other financial institutions so long as such loans are not
inconsistent with the 1940 Act or the rules and regulations or
interpretations of the SEC thereunder;
(4) purchase on margin or sell short, except as specified above in
investment limitation (1);
(5) purchase more than 10% of any class of the outstanding voting
securities of any issuer;
(6) issue senior securities, except that a Portfolio may borrow
money in accordance with investment limitation (7) below,
purchase securities on a when issued, delayed settlement or
forward delivery basis and enter into reverse repurchase
agreements;
(7) borrow money, except as a temporary measure for extraordinary
or emergency purposes, and then not in excess of 10% of its
total assets at the time of the borrowing (entering into
reverse repurchase agreements and purchasing securities on a
when issued, delayed settlement or forward delivery basis are
not subject to this investment limitation);
(8) pledge, mortgage, or hypothecate any of its assets to an
extent greater than 10% (15% in the case of the Emerging
Markets and Global Equity Portfolios) of its total assets at
fair market value, except as described in the Prospectus and
this Statement of Additional Information and in connection
with entering into futures contracts, but the deposit of
assets in a segregated account in connection with the writing
of covered put and call options and the purchase of securities
on a when issued, delayed settlement or forward delivery basis
and collateral arrangements with respect to initial or
variation margin for futures contracts will not be deemed to
be pledges of a Portfolio's assets or the purchase of any
securities on margin for purposes of this investment
limitation;
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<PAGE>
(9) underwrite the securities of other issuers, or with respect to
each Portfolio other than the Global Equity Portfolio, invest
more than an aggregate of 10% (15% in the case of the Emerging
Markets Portfolio) of the total assets of the Portfolio, at
the time of purchase, in securities for which there are no
readily available markets, including repurchase agreements
which have maturities of more than seven days or, in the case
of each Portfolio (other than the Emerging Markets Portfolio),
securities subject to legal or contractual restrictions on
resale;
(10) invest for the purpose of exercising control over management
of any company;
(11) invest its assets in securities of any investment company,
except in connection with mergers, acquisitions of assets or
consolidations and except as may otherwise be permitted by the
1940 Act;
(12) acquire any securities of companies within one industry if, as
a result of such acquisition, more than 25% of the value of
the Portfolio's total assets would be invested in securities
of companies within such industry; provided, however, that
there shall be no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, its agencies,
enterprises or instrumentalities, and
(13) write or acquire options or interests in oil, gas or other
mineral exploration or development programs.
Each Portfolio, with the exception of the Muni Intermediate and New
Jersey Muni Portfolios, also will not:
(14) with respect as to 75% of its total assets, invest more than
5% of its total assets at the time of purchase in the
securities of any single issuer (other than obligations issued
or guaranteed by the U.S. Government, its agencies,
enterprises or instrumentalities).
Pursuant to Rule 2a-7 under the 1940 Act, each of the Government Cash
Portfolio and the Tax-Exempt Cash Portfolio may not invest more than 5% of its
total assets in securities of any one issuer (other than U.S. Government
securities, repurchase agreements collateralized by such obligations, certain
money market fund securities and securities subject to certain guarantees which
are issued by persons that, directly or indirectly, do not control and are not
controlled by or under common control with the issuer). Each of these portfolios
may, however, invest more than 5% of its total assets in First Tier Securities
(as defined in Rule 2a-7) of a single issuer for a period of three business days
after the purchase thereof. For the Government Cash Portfolio and the Tax-Exempt
Cash Portfolio compliance with the diversification provisions of Rule 2a-7 under
the 1940 Act will be deemed to be compliance with the diversification limitation
in paragraph (14).
Each of the Muni Intermediate and New Jersey Muni Portfolios is
classified as a "non-diversified" investment company under the 1940 Act, which
means that each Portfolio is not limited by the 1940 Act in the proportion of
its assets that it may invest in the securities of a single issuer. However,
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<PAGE>
each Portfolio intends to conduct its operations so as to qualify as a
"regulated investment company" for purposes of the Internal Revenue Code of
1986, as amended (the "Code"), which generally will relieve the Portfolio of any
liability for federal income tax to the extent its earnings are distributed to
shareholders. In order to qualify as a regulated investment company, the Code
requires, among other things, that at the end of each quarter, no more than 5%
of the value of a Portfolio's total assets may be invested in the securities of
any one issuer, and no more than 10% of the outstanding voting securities of
such issuer may be held by the Portfolio, except that (a) up to 50% of the value
of the Portfolio's total assets may be invested without regard to these
limitations, provided that no more than 25% of the value of the Portfolio's
total assets are invested in the securities of any one issuer (or two or more
issuers which the Portfolio controls and which are engaged in the same or
similar trades or businesses or related trades or businesses); (b) the foregoing
limitations do not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; and (c) a Portfolio will be
considered to have violated these diversification requirements only if the
noncompliance results from an acquisition of securities during the quarter and
is not cured within 30 days after the end of the quarter.
If a percentage restriction is adhered to at the time an investment is
made, a later increase in percentage resulting from a change in value or assets
will not constitute a violation of such restriction.
If a Portfolio's borrowings are in excess of 5% (excluding overdrafts)
of its total net assets, additional portfolio purchases will not be made until
the amount of such borrowing is reduced to 5% or less.
With respect to the International, Large Cap Value, Small
Capitalization Equity, Tax Managed Equity, Institutional International, Emerging
Markets and Global Equity Portfolios, borrowings including reverse repurchase
agreements and securities purchased on a when issued, delayed settlement or
forward delivery basis may not exceed 33 1/3% of each Portfolio's total net
assets.
With respect to investment limitations (7) and (8), the Institutional
International, Emerging Markets and Global Equity Portfolios may borrow money as
a temporary measure for extraordinary or emergency purposes, enter into reverse
repurchase agreements and purchase securities on a when-issued, delayed
settlement or forward delivery basis, which activities may involve a borrowing,
provided that the aggregate of such borrowings shall not exceed 33 1/3% of the
value of each Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings) and may pledge up to 33 1/3% of the value of
its total assets to secure borrowings.
As a matter of policy which may be changed by the particular Fund's
Board without shareholder approval, with respect to limitation (12), Portfolios
other than the Government Cash Portfolio and the Tax-Exempt Cash Portfolio will
not invest more than 25% of the value of their respective total assets in
instruments issued by U.S. banks.
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<PAGE>
In addition, with respect to investment limitation (12), (a) there is
no limitation with respect to (i) instruments issued or guaranteed by the United
States, any state, territory or possession of the United States, the District of
Columbia or any of their authorities, agencies, instrumentalities or political
subdivisions, and (ii) repurchase agreements secured by the instruments
described in clause (i); (b) wholly-owned finance companies will be considered
to be in the industries of their parents if their activities are primarily
related to financing the activities of the parents; and (c) utilities will be
divided according to their services; for example, gas, gas transaction, electric
and gas, electric and telephone will each be considered a separate industry.
With regard to limitation (13), the purchase of securities of a
corporation, a subsidiary of which has an interest in oil, gas or other mineral
exploration or development programs shall not be deemed to be prohibited by the
limitation.
MANAGEMENT OF THE FUNDS
Each Fund's officers, under the supervision of the particular Board,
manage the day-to-day operations of the Fund. The Board members set broad
policies for each Fund and choose its officers.
Board Members and Officers
The business and affairs of each of the Funds are managed under the
direction of its Board. The following is a list of the Board members and
officers of each of the Funds and a brief statement of their principal
occupations during the past five years:
<TABLE>
<CAPTION>
Name and Address Age Principal Occupation During Past Five Years
- --------------------------- --- -------------------------------------------
<S> <C> <C>
H. Franklin Allen, Ph.D. 42 Director of Glenmede Fund; Trustee of The Glenmede
Finance Department Portfolios; Nippon Life Professor of Finance and Economics;
The Wharton School Professor of Finance and Economics from 1990-1996; Vice Dean and
University of Pennsylvania Director of Wharton Doctoral Programs from 1990-1993. He has been
Philadelphia, PA 19104-6367 employed by The University of Pennsylvania since 1980.
Willard S. Boothby, Jr. 77 Director of Glenmede Fund; Trustee of The Glenmede
600 East Gravers Lane Portfolios; Director, Penn Engineering & Manufacturing Corp.;
Wyndmoor, PA 19118 Former Director of Georgia-Pacific Corp.; Former Managing Director
of Paine Webber, Inc.
John W. Church, Jr.* 66 Chairman and Director of Glenmede Fund; Chairman and Trustee of The
44 Wistar Road Glenmede Portfolios; Retired, formerly the Executive Vice President
Villanova, PA 19085 and Chief Investment Officer of The Glenmede Trust Company from
1979 - 1997.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name and Address Age Principal Occupation During Past Five Years
- --------------------------- --- -------------------------------------------
<S> <C> <C>
Francis J. Palamara 73 Director of Glenmede Fund; Trustee of The Glenmede
P.O. Box 44024 Portfolios; Trustee of Gintel Fund; Director of XTRA Corporation;
Phoenix, AZ 85064-4024 Former Executive Vice President--Finance of ARAMARK, Inc.
G. Thompson Pew, Jr.* 56 Director of Glenmede Fund; Trustee of The Glenmede Portfolios;
310 Caversham Road Director of The Glenmede Trust Company; Former Director of
Bryn Mawr, PA 19010 Brown & Glenmede Holdings, Inc.; Former Co-Director, Principal
and Officer of Philadelphia Investment Banking Co.; Former Director
and Officer of Valley Forge Administrative Services Company.
Mary Ann B. Wirts 47 President of Glenmede Fund and the Glenmede Portfolios; First Vice
One Liberty Place President and Manager of The Fixed Income Division of The Glenmede
1650 Market Street, Suite 1200 Trust Company. She has been employed by The Glenmede Trust Company
Philadelphia, PA 19103 since 1982.
Kimberly C. Osborne 33 Executive Vice President of Glenmede Fund and the Glenmede
One Liberty Place Portfolios; Vice President of The Glenmede Trust Company. She has
1650 Market Street, Suite 1200 been employed by The Glenmede Trust Company since 1993. From
Philadelphia, PA 19103 1992-1993, she was a Client Service Manager with Mutual Funds
Service Company and from 1987-1992, she was a Client
Administrator with The Vanguard Group, Inc.
Michael P. Malloy 39 Secretary of Glenmede Fund; Partner in the law firm of Drinker
Philadelphia National Bank Building Biddle & Reath LLP.
1345 Chestnut Street
Philadelphia, PA 19107-3496
Edward J. Veilleux 55 Assistant Secretary of Glenmede Fund and the Glenmede Portfolios;
One South Street Principal, BT Alex. Brown Inc.; Executive Vice President of ICC.
Baltimore, MD 21202
Joseph A. Finelli 42 Treasurer of Glenmede Fund and the Glenmede Portfolios. He has
One South Street been a Vice President of B.T. Alex. Brown Inc. since 1995. Prior
Baltimore, MD 21202 thereto, he was Vice President and Treasurer of The Delaware Group.
</TABLE>
- --------------
*Board members Church and Pew are "interested persons" of Glenmede Fund as that
term is defined in the 1940 Act.
Remuneration of Board Members
Glenmede Fund pays each Board member, other than officers of the
Advisor, an annual fee of $8,000 plus $1,250 for each Board meeting attended and
each Board Valuation Committee meeting attended (unless such meeting was held in
conjunction with a Board meeting) and out-of-pocket expenses incurred in
attending Board meetings. Glenmede Portfolios pays each Board member, other than
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<PAGE>
officers of the Advisor, an annual fee of $1,000 per year and out-of-pocket
expenses incurred in attending Board meetings. Officers of the Funds receive no
compensation as officers from the Funds.
Set forth in the table below is the compensation received by Board
members for the fiscal year ended October 31, 1998.
<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Aggregate Aggregate Benefits Annual Total
Compensation Compensation Total Benefits Compensation
Name of from from Glenmede Part of the Upon from the
Person, Position Glenmede Fund Portfolios Funds' Expense Retirement Funds
---------------- ------------- ---------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Dr. H. Franklin Allen, Ph.D., $_____ $_____ None None $_____
Director/Trustee
Willard S. Boothby, Jr., $_____ $_____ None None $_____
Director/Trustee
John W. Church, Jr. $_____ $_____ None None $_____
Director/Trustee
Francis J. Palamara, $_____ $_____ None None $_____
Director/Trustee
G. Thompson Pew, Jr., $_____ $_____ None None $_____
Director/Trustee
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisor
The Advisor, The Glenmede Trust Company, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is the wholly-owned subsidiary of The Glenmede
Corporation (the "Corporation") whose shares are closely held by 76
shareholders. The Corporation has a nine person Board of Directors which, at
September 30, 1998, collectively, owned ____% of the Corporation's voting shares
and ____% of the Corporation's total outstanding shares. The members of the
Board and their respective interests in the Corporation at ____________, 1998
are as follows:
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<PAGE>
The Glenmede Corporation Percent of Percent of
Board of Directors Voting Shares Total Shares
- ------------------ ------------- ------------
Susan W. Catherwood................. ____% ____%
Richard F. Pew...................... ____% ____%
Thomas W. Langfitt, M.D............. ____% ____%
Arthur E. Pew III................... ____% ____%
J. Howard Pew, II................... ____% ____%
J. N. Pew, III...................... ____% ____%
J. N. Pew, IV....................... ____% ____%
R. Anderson Pew..................... ____% ____%
Ethel Benson Wister................. ____% ____%
------ -----
----% ----%
As noted in the Prospectuses, the Advisor does not receive any fee from
the Government Cash, Tax-Exempt Cash, Core Fixed Income, International, Tax
Managed Equity, Large Cap Value, Muni Intermediate and New Jersey Muni
Portfolios for its investment services.
The Advisor is entitled to receive a fee from the Small Capitalization
Equity Portfolio for its investment services calculated daily and payable
monthly, at an annual rate of .55% of the Portfolio's average daily net assets.
Prior to January 1, 1998, the Advisor did not receive any fee from The Small
Capitalization Equity Portfolio for its investment services. For the period
January 1, 1998 to October 31, 1998, the Small Capitalization Equity Portfolio
paid the Advisor fees of $____.
The Advisor is entitled to receive a fee from the Institutional
International Portfolio for its services, calculated daily and payable monthly,
at the annual rate of .75% of the Portfolio's average daily net assets. The
Advisor has agreed to waive its fees to the extent necessary to ensure that the
Institutional International Portfolio's annual total operating expenses do not
exceed 1.00% of average net assets. There were no waivers necessary for the
fiscal years ended October 31, 1998, 1997 and 1996, respectively. During the
fiscal years ended October 31, 1998, 1997 and 1996, the Institutional
International Portfolio paid the Advisor advisory fees of $_______, $564,533 and
$382,491, respectively.
Effective November 1, 1996, the Advisor is entitled to receive a fee
from the Emerging Markets Portfolio for its services, calculated daily and
payable monthly, at the annual rate of .75% of the Portfolio's average daily net
assets, and the Sub-Advisor is entitled to receive a fee from the Emerging
Markets Portfolio for its services, calculated daily and payable monthly, at the
annual rate of .50% of the Portfolio's average daily net assets. Prior to
November 1, 1996, the Advisor and Sub-Advisor were entitled to receive fees from
the Emerging Markets Portfolio for their services, calculated daily and payable
monthly at the annual rate of .50% and .75%, respectively, of the Portfolio's
average daily net assets. For the fiscal years ended October 31, 1998, 1997 and
1996, the Emerging Markets Portfolio paid the Advisor advisory fees of
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<PAGE>
$________, $794,794 and $331,946, respectively, and paid the Sub-Advisor
sub-advisory fees of $________, $529,863 and $498,632, respectively.
The Advisor is entitled to receive a fee from the Global Equity
Portfolio for its investment services, calculated daily and payable monthly, at
the annual rate of .70% of the Portfolio's average daily net assets. For the
period November 4, 1997 (commencement of operations) to October 31, 1998, the
Global Equity Portfolio paid the Advisor advisory fees of $________.
Additionally, many shareholders in the Portfolios are clients of the
Advisor or an Affiliate and, as clients, pay fees which vary depending on the
capacity in which the Advisor or Affiliate provides fiduciary and investment
services to the particular client. Such services may include personal trust,
estate settlement, advisory and custodian services. For example, for advisory
services, the Advisor charges its clients up to 1% on the first $1 million of
principal, .60% on the next $1 million of principal, .50% on the next $3 million
of principal and .40% on the next $5 million of principal, with a minimum annual
fee of $10,000. For accounts in excess of $10 million of principal, the fee
would be determined by special analysis.
Administrative, Transfer Agency and Dividend Paying Services
ICC, One South Street, Baltimore, Maryland 21202, serves as the Funds'
administrator, transfer agent and dividend paying agent pursuant to a Master
Services Agreement, and in those capacities supervises all aspects of the Funds'
day-to-day operations, other than management of the Funds' investments. ICC is
an indirect subsidiary of Bankers Trust New York Corporation. For its services
as administrator, transfer agent and dividend paying agent, ICC is entitled to
receive fees from the Funds equal to .12% of the first $100 million of the
combined net assets of the Funds; .08% of the next $150 million of the combined
net assets of the Funds; .04% of the next $500 million of the combined net
assets of the Funds and .03% of the combined net assets of the Funds over $750
million. For the fiscal year ended October 31, 1998, ICC received fees at the
rate of ___% of the Government Cash Portfolio's average net assets; ____% of the
Tax-Exempt Cash Portfolio's average net assets; ___% of the Core Fixed Income
Portfolio's average net assets; ___% of the International Portfolio's average
net assets; ___% of the Tax Managed Equity Portfolio's average net assets; ___%
of the Small Capitalization Equity Portfolio's average net assets; ___% of the
Large Cap Value Portfolio's average net assets; ___% of the Muni Intermediate
Portfolio's average net assets; ____% of the New Jersey Muni Portfolio's average
net assets; ___% of the Emerging Markets Portfolio's average net assets; and
___% of the Institutional International Portfolio's average net assets. For the
period November 4, 1997 (commencement of operations) to October 31, 1998, ICC
received fees at the rate of ____% of the Global Equity Portfolio's average net
assets
For the fiscal year ended October 31, 1998, the Funds paid ICC fees of
$______ for the Government Cash Portfolio, $______ for the Tax-Exempt Cash
Portfolio, $______ for the Core Fixed Income Portfolio, $______ for the
International Portfolio, $______ for the Tax Managed Equity Portfolio, $______
for the Small Capitalization Equity Portfolio, $______ for the Large Cap Value
Portfolio, $______ for the Muni Intermediate Portfolio, $______ for the New
Jersey Muni Portfolio, $______ for the Emerging Markets Portfolio and $______
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<PAGE>
for the Institutional International Portfolio. For the period November 4, 1997
(commencement of operations) to October 31, 1998, ICC received fees of $______
for the Global Equity Portfolio.
For the fiscal year ended October 31, 1997, the Funds paid ICC fees of
$178,351 for the Government Cash Portfolio, $99,450 for the Tax-Exempt Cash
Portfolio, $101,654 for the Core Fixed Income Portfolio, $342,102 for the
International Portfolio, $45,406 for the Tax Managed Equity Portfolio, $144,610
for the Small Capitalization Equity Portfolio, $24,893 for the Large Cap Value
Portfolio, $7,183 for the Muni Intermediate Portfolio, $3,821 for the New Jersey
Muni Portfolio, $40,354 for the Emerging Markets Portfolio and $28,484 for the
Institutional International Portfolio.
For the fiscal year ended October 31, 1996, the Funds paid ICC fees of
$183,151 for the Government Cash Portfolio, $95,073 for the Tax-Exempt Cash
Portfolio, $110,811 for the Core Fixed Income Portfolio, $216,069 for the
International Portfolio, $33,415 for the Tax Managed Equity Portfolio, $101,413
for the Small Capitalization Equity Portfolio, $12,716 for the Large Cap Value
Portfolio, $7,474 for the Muni Intermediate Portfolio and $2,571 for the New
Jersey Muni Portfolio, $25,712 for the Emerging Markets Portfolio and $20,500
for the Institutional International Portfolio.
Shareholder Services Plan
Glenmede Portfolios has adopted a Shareholder Servicing Plan effective
January 1, 1995 and Glenmede Fund has adopted an Amended and Restated
Shareholder Servicing Plan (collectively the "Plans") effective January 1, 1998
under which the Funds may pay a fee to broker/dealers, banks and other financial
institutions (including the Advisor and its affiliates) that are dealers of
record or holders of record or which have a servicing relationship ("Servicing
Agents") with the beneficial owners of shares in any of the Portfolios. As of
the date of this Statement of Additional Information, the Institutional
International, Emerging Markets and Global Equity Portfolios are not subject to
the Plans and, accordingly, pay no shareholder servicing fees. Under the Plans,
Servicing Agents enter into Shareholder Servicing Agreements (the "Agreements")
with the Funds. Pursuant to such Agreements, Servicing Agents provide
shareholder support services to their clients ("Customers") who beneficially own
shares of the Portfolios. The fee, which is at an annual rate of .05% (.25% for
Advisor Shares of the Small Capitalization Equity Portfolio), is computed
monthly and is based on the average daily net assets of the shares beneficially
owned by Customers of such Servicing Agents. For the period November 1, 1997
through December 31, 1997, Advisor Shares of the Small Capitalization Equity
Portfolio paid shareholder servicing fees at an annual rate of .05% of average
daily net assets. All expenses incurred by the Portfolios in connection with the
Agreements and the implementation of the Plans shall be borne entirely by the
holders of the shares of the particular Portfolio involved and will result in an
equivalent increase to each Portfolio's Total Annual Portfolio Operating
Expenses.
The services provided by the Servicing Agents under the Agreements may
include aggregating and processing purchase and redemption requests from
Customers and transmitting purchase and redemption orders to the transfer agent;
providing Customers with a service that invests the assets of their accounts in
shares pursuant to specific or pre-authorized instructions; processing dividend
and distribution payments from the Funds on behalf of Customers; providing
information periodically to Customers showing their positions; arranging for
bank wires; responding to Customers' inquiries concerning their investments;
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<PAGE>
providing sub-accounting with respect to shares beneficially owned by Customers
or the information necessary for sub-accounting; if required by law, forwarding
shareholder communications (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Customers; and providing such other similar services as may be reasonably
requested.
The Advisor has entered into an Agreement with the Funds and provides
shareholder support services to their clients who beneficially own shares of
certain Portfolios listed below. Shareholder servicing fees payable to the
Advisor for the fiscal year ended October 31, 1998 for the Government Cash,
Tax-Exempt Cash, Core Fixed Income, Muni Intermediate, New Jersey Muni, Tax
Managed Equity, International, Small Capitalization Equity (Advisor Shares) and
Large Cap Value Portfolios were $_____, $_____, $_____, $_____, $_____, $_____,
$_____, $_____ and $_____, respectively.
Shareholder servicing fees payable to the Advisor for the period
January 1, 1998 (commencement of operations of Institutional Shares) to October
31, 1998 for the Small Capitalization Equity Portfolio (Institutional Shares)
were $______.
Shareholder servicing fees payable for the fiscal year ended October
31, 1997 for the Government Cash, Tax-Exempt Cash, Core Fixed Income, Muni
Intermediate, New Jersey Muni, Tax Managed Equity, International, Small
Capitalization Equity and Large Cap Value Portfolios were $233,912, $130,408,
$129,813, $9,418, $5,023, $59,674, $448,678, $189,976 and $32,710, respectively.
Shareholder servicing fees payable for the fiscal year ended October
31, 1996 for the Government Cash, Tax-Exempt Cash, Core Fixed Income, Muni
Intermediate, New Jersey Muni, Tax Managed Equity, International, Small
Capitalization Equity and Large Cap Value Portfolios were $226,624, $117,082,
$136,249, $9,135, $3,168, $42,934, $265,082, $125,390 and $15,789, respectively.
Custodian
Custody services are provided to each Portfolio by The Chase Manhattan
Bank, N.A., 3 Chase Metrotech Center, Brooklyn, New York 11245.
Distributor
Shares of the Funds are distributed continuously and are offered
without a sales load by ICC Distributors, Inc. ("ICC Distributors"), P.O. Box
7558, Portland, Maine 04101, pursuant to Distribution Agreements between the
Funds and ICC Distributors. ICC Distributors receives no fee from the Funds for
its distribution services.
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Independent Accountants
PricewaterhouseCoopers LLP, 2400 Eleven Penn Center, Philadelphia,
Pennsylvania 19103, serves as the Funds' independent accountants and will audit
their financial statements annually.
Counsel
Drinker Biddle & Reath LLP, 1345 Chestnut Street, Philadelphia,
Pennsylvania 19107-3496, serves as counsel to Funds.
Reports
Shareholders receive unaudited semi-annual financial statements and
audited annual financial statements.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreements and the Sub-Advisory Agreement
authorize the Advisor, and the Sub-Advisor (Emerging Markets Portfolio only), to
select the brokers or dealers that will execute the purchases and sales of
investment securities for each of the Portfolios and direct the Advisor or the
Sub-Advisor to use its best efforts to obtain the best available price and most
favorable execution with respect to all transactions for the Portfolios. The
Advisor or the Sub-Advisor may, however, consistent with the interests of a
Portfolio, select brokers on the basis of the research, statistical and pricing
services they provide to a Portfolio. Information and research received from
such brokers will be in addition to, and not in lieu of, the services required
to be performed by the Advisor or Sub-Advisor under the Investment Advisory
Agreements and the Sub-Advisory Agreement. A commission paid to such brokers may
be higher than that which another qualified broker would have charged for
effecting the same transaction, provided that such commissions are paid in
compliance with the Securities Exchange Act of 1934, as amended, and that the
Advisor or Sub-Advisor determines in good faith that such commission is
reasonable in terms either of the transaction or the overall responsibility of
the Advisor or Sub-Advisor to a Portfolio and the Advisor's or Sub-Advisor's
other clients.
During the fiscal year ended October 31, 1998, the Tax Managed Equity,
International, Small Capitalization Equity, Large Cap Value, Institutional
International and Emerging Markets Portfolios paid $_______, $_______, $_______,
$_______, $_______ and $_______ in brokerage commissions, respectively. For the
period November 4, 1997 (commencement of operations) to October 31, 1998, the
Global Equity Portfolio paid $_______ in brokerage commissions. During the
fiscal year ended October 31, 1997, the Tax Managed Equity, International, Small
Capitalization Equity, Large Cap Value, Institutional International and Emerging
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Markets Portfolios paid $80,102, $1,256,020, $592,458, $171,033, $21,782 and
$118,807 in brokerage commissions, respectively. During the fiscal year ended
October 31, 1996, the Tax Managed Equity, International, Small Capitalization
Equity, Large Cap Value, Institutional International and Emerging Markets
Portfolios paid $99,329, $726,803, $487,995, $165,881, $40,839 and $535,111 in
brokerage commissions, respectively.
The Government Cash, Core Fixed Income, Muni Intermediate and New
Jersey Muni Portfolios do not currently expect to incur any brokerage commission
expense on transactions in their portfolio securities because debt instruments
are generally traded on a "net" basis with dealers acting as principal for their
own accounts without a stated commission. The price of the security, however,
usually includes a profit to the dealer.
Because shares of the Portfolios are not marketed through intermediary
brokers or dealers, it is not the Funds' practice to allocate brokerage or
effect principal transactions with dealers on the basis of sales of shares which
may be made through such firms. However, the Advisor may place portfolio orders
with qualified broker-dealers who refer clients to the Advisor.
Some securities considered for investment by each Portfolio may also be
appropriate for other clients served by the Advisor or Sub-Advisor. If the
purchase or sale of securities is consistent with the investment policies of a
Portfolio and one or more of these other clients served by the Advisor or
Sub-Advisor and is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a manner deemed
fair and reasonable by the Advisor or Sub-Advisor. While in some cases this
practice could have a detrimental effect on the price, value or quantity of the
security as far as a Portfolio is concerned, in other cases it is believed to be
beneficial to the Portfolios.
ADDITIONAL INFORMATION CONCERNING TAXES
General
The following summarizes certain additional tax considerations
generally affecting the Portfolios and their shareholders that are not described
in the Prospectus. No attempt is made to present a detailed explanation of the
tax treatment of the Portfolios or their shareholders, and the discussion here
and in the Prospectus is not intended as a substitute for careful tax planning.
Potential investors should consult their tax advisers with specific reference to
their own tax situation.
Each Portfolio is treated as a separate corporate entity under the
Code, and intends to qualify as a regulated investment company. Such
qualification generally relieves a Portfolio of liability for Federal income
taxes to the extent its earnings are distributed in accordance with the Code.
Qualification as a regulated investment company under the Code
requires, among other things, that each Portfolio distribute to its shareholders
an amount equal to at least the sum of 90% of its investment company taxable
income and 90% of its tax-exempt income (if any) net of certain deductions for a
taxable year. (In general, a Portfolio's investment company taxable income will
be the sum of its net investment income, including interest and dividends,
subject to certain adjustments, and net short-term capital gain over net
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long-term capital loss, if any, for such year.) In addition, each Portfolio must
satisfy certain requirements with respect to the source of its income for a
taxable year. At least 90% of the gross income of each Portfolio must be derived
from dividends, interest, payments with respect to securities loans, gains from
the sale or other disposition of stock, securities or foreign currencies, and
other income (including, but not limited to, gains from options, futures, or
forward contracts) derived with respect to the Portfolio's business of investing
in such stock, securities or currencies. The Treasury Department may by
regulation exclude from qualifying income foreign currency gains which are not
directly related to a Portfolio's principal business of investing in stock or
securities, or options and futures with respect to stock or securities. Any
income derived by a Portfolio from a partnership or trust is treated for this
purpose as derived with respect to the Portfolio's business of investing in
stock, securities or currencies only to the extent that such income is
attributable to items of income which would have been qualifying income if
realized by the Portfolio in the same manner as by the partnership or trust.
Any distribution of the excess of net long-term capital gain over net
short-term capital loss is taxable to a shareholder as long-term capital gain,
regardless of how long the shareholder has held the distributing Portfolio's
shares and whether such distribution is received in cash or additional Portfolio
shares. Each Portfolio will designate such distributions as capital gain
dividends in a written notice mailed to shareholders within 60 days after the
close of the Portfolio's taxable year. Shareholders should note that, upon the
sale or exchange of Portfolio shares, if the shareholder has not held such
shares for more than six months, any loss on the sale or exchange of those
shares will be treated as long-term capital loss to the extent of the capital
gain dividends received with respect to the shares.
The maximum capital gains tax rate for individuals is 20% if the
property was held for more than 12 months. Ordinary income of individuals is
taxable at a maximum marginal rate of 39.6%, but because of limitations on
itemized deductions otherwise allowable and the phase-out of personal
exemptions, the maximum effective marginal rate of tax for some taxpayers may be
higher. For corporations, long-term capital gains and ordinary income are both
taxable at a maximum nominal rate of 35% (although surtax provisions apply at
certain income levels to result in marginal rates as high as 39%). The dividends
received deduction for corporations will apply to ordinary income distributions
to the extent the total qualifying dividends received by a Portfolio are from
domestic corporations for the taxable year. It is anticipated that none of the
dividends paid by the Government Cash and Core Fixed Income Portfolios and only
a small part, if any, of the dividends paid by the International, Institutional
International, Emerging Markets and Global Equity Portfolios will be eligible
for the dividends received deduction .
The following Portfolios have available capital loss carryforwards to
offset future net capital gains through the indicated expiration dates as
follows:
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<TABLE>
<CAPTION>
Expiring Expiring Expiring Expiring Expiring Expiring Expiring
Portfolio in 1999 in 2000 in 2001 in 2002 in 2003 in 2004 in 2005
- --------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Government Cash - - $127 $1,000 $26,819 - $7,815
Tax Exempt Cash $18,922 - 19,079 8,905 27,815 $13 -
Core Fixed Income - - - 9,261,440 - - -
Muni Intermediate - $656 4,787 215,936 549,436 2,107 42,723
New Jersey Muni - - - 56,594 21,708 11,660 -
</TABLE>
If the Emerging Markets or Global Equity Portfolios retain net capital
gains for reinvestment, the Portfolios may elect to treat such amounts as having
been distributed to shareholders. As a result, the shareholders would be subject
to tax on undistributed net capital gains, would be able to claim their
proportionate share of the Federal income taxes paid by a Portfolio on such
gains as a credit against their own Federal income tax liabilities, and would be
entitled to an increase in their basis in their Portfolio shares.
If for any taxable year a Portfolio does not qualify for the special
Federal income tax treatment afforded regulated investment companies, all of its
taxable income will be subject to Federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders). In such event,
dividend distributions (including amounts derived from interest on tax-exempt
obligations in the case of the Tax-Exempt Cash, Muni Intermediate and New Jersey
Muni Portfolios) would be taxable as ordinary income to shareholders to the
extent of the Portfolio's current and accumulated earnings and profits, and
would be eligible for the dividends received deduction for corporations.
International, Institutional International, Emerging Markets and Global Equity
Portfolios
Income received from sources within foreign countries may be subject to
withholding and other income or similar taxes imposed by such countries. If more
than 50% of the value of a Portfolio's total assets at the close of its taxable
year consists of stock or securities of foreign corporations, each Portfolio
will be eligible and intends to elect to "pass-through" to its shareholders the
amount of foreign taxes paid by it. Pursuant to this election, each shareholder
will be required to include in gross income (in addition to taxable dividends
actually received) his pro rata share of the foreign taxes paid by the
Portfolio, and will be entitled either to deduct (as an itemized deduction) his
pro rata share of foreign taxes in computing his taxable income or to use it as
a foreign tax credit against his U.S. Federal income tax liability, subject to
limitations. No deduction for foreign taxes may be claimed by a shareholder who
does not itemize deductions, but such a shareholder may be eligible to claim the
foreign tax credit (see below). Each shareholder will be notified within 60 days
after the close of a Portfolio's taxable year whether the foreign taxes paid by
the Portfolio will "pass-through" for that year.
Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the shareholder's U.S. tax attributable to his or her foreign
source taxable income. For this purpose, if the pass-through election is made,
the source of the Portfolio's income flows through to its shareholders with
respect to a Portfolio, gains from the sale of securities will be treated as
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derived from U.S. sources and certain currency fluctuation gains, including
fluctuation gains from foreign currency denominated debt securities, receivables
and payables, will be treated as ordinary income derived from U.S. sources. The
limitation on the foreign tax credit is applied separately to foreign source
passive income (as defined for purposes of the foreign tax credit), including
the foreign source passive income passed through by a Portfolio. Shareholders
may be unable to claim a credit for the full amount of their proportionate share
of the foreign taxes paid by a Portfolio. Foreign taxes may not be deducted in
computing alternative minimum taxable income and the foreign tax credit can be
used to offset only 90% of the alternative minimum tax (as computed under the
Code for purposes of this limitation) imposed on corporations and individuals.
If a Portfolio is not eligible to make the election to "pass through" to its
shareholders its foreign taxes, the foreign taxes it pays will reduce investment
company taxable income and the distributions by the Portfolio will be treated as
United States source income.
Tax-Exempt Cash, Muni Intermediate and New Jersey Muni Portfolios
As described in the Prospectus, these Portfolios are designed to
provide investors with current tax-exempt interest income. Shares of the
Portfolios would not be suitable for tax-exempt institutions and may not be
suitable for retirement plans qualified under Section 401 of the Code, H.R. 10
plans and individual retirement accounts since such plans and accounts are
generally tax-exempt and, therefore, would not only fail to gain any additional
benefit from each such Portfolio's dividends being tax-exempt, but such
dividends would be ultimately taxable to the beneficiaries when distributed to
them. In addition, the Portfolios may not be an appropriate investment for
entities which are "substantial users" of facilities financed by private
activity bonds or "related persons" thereof. "Substantial user" is defined under
U.S. Treasury Regulations to include a non-exempt person who regularly uses a
part of such facilities in his trade or business and whose gross revenues
derived with respect to the facilities financed by the issuance of bonds are
more than 5% of the total revenues derived by all users of such facilities, who
occupies more than 5% of the usable area of such facilities or for whom such
facilities or a part thereof were specifically constructed, reconstructed or
acquired. "Related persons" include certain related natural persons, affiliated
corporations, a partnership and its partners and an S corporation and its
shareholders.
The percentage of total dividends paid by each Portfolio with respect
to any taxable year which qualify as Federal exempt-interest dividends will be
the same for all shareholders receiving dividends for such year. In order for
each Portfolio to pay exempt-interest dividends with respect to any taxable
year, at the close of each quarter of its taxable year at least 50% of the
aggregate value of each Portfolio's assets must consist of exempt-interest
obligations. After the close of its taxable year, each Portfolio will notify its
shareholders of the portion of the dividends paid by it which constitutes an
exempt-interest dividend with respect to such year. However, the aggregate
amount of dividends so designated by each Portfolio cannot exceed the excess of
the amount of interest exempt from tax under Section 103 of the Code received by
the particular Portfolio for the taxable year over any amounts disallowed as
deductions under Sections 265 and 171(a)(2) of the Code.
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If a Portfolio should hold certain private activity bonds issued after
August 7, 1986, shareholders must include, as an item of tax preference, the
portion of dividends paid by a Portfolio that is attributable to interest on
such bonds in their Federal alternative minimum taxable income for purposes of
determining liability (if any) for the alternative minimum tax. Corporate
shareholders must also take all exempt-interest dividends into account in
determining certain adjustments for Federal alternative minimum tax purposes.
For individuals, the alternative minimum tax rate is 26% for alternative minimum
taxable income in excess of an exemption amount and 28% for any amount of
alternative minimum taxable income in excess of the exemption amount plus
$175,000. For corporations, the alternative minimum tax rate is 20%.
Shareholders receiving Social Security benefits should note that all
exempt-interest dividends will be taken into account in determining the
taxability of such benefits.
Interest on indebtedness incurred by a shareholder to purchase or carry
such a Portfolio's shares generally is not deductible for Federal income tax
purposes if the Portfolio distributes exempt-interest dividends during the
shareholder's taxable year.
While each Portfolio will seek to invest substantially all of its
assets in tax-exempt obligations (except on a temporary basis or for temporary
defensive periods), any investment company taxable income earned by a Portfolio
will be distributed. In general, each Portfolio's investment company taxable
income will be its taxable income (including taxable interest received from
temporary investments and any net short-term capital gains realized by a
Portfolio) subject to certain adjustments and excluding the excess of any net
long-term capital gains for the taxable year over the net short-term capital
loss, if any, for such year.
Federal Taxation of Certain Financial Instruments
Generally, futures contracts held by the Institutional International,
International, Emerging Markets and Global Equity Portfolios at the close of
their taxable year will be treated for Federal income tax purposes as sold for
their fair market value on the last business day of such year, a process known
as "mark-to-market." Forty percent of any gain or loss resulting from such
constructive sale will be treated as short-term capital gain or loss and sixty
percent of such gain or loss will be treated as long-term capital gain or loss
without regard to the length of time the Portfolio holds the futures contract
("the 40-60 rule"). The amount of any capital gain or loss actually realized by
a Portfolio in a subsequent sale or other disposition of those futures contracts
will be adjusted to reflect any capital gain or loss taken into account by the
Portfolio in a prior year as a result of the constructive sale of the contracts.
With respect to futures contracts to sell, which will be regarded as parts of a
"mixed straddle" because their values fluctuate inversely to the values of
specific securities held by the Portfolio, losses as to such contracts to sell
will be subject to certain loss deferral rules which limit the amount of loss
currently deductible on either part of the straddle to the amount thereof which
exceeds the unrecognized gain, if any, with respect to the other part of the
straddle, and to certain wash sales regulations. Under short sales rules, which
also will be applicable, the holding period of the securities forming part of
the straddle will (if they have not been held for the long-term holding period)
be deemed not to begin prior to termination of the straddle. With respect to
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certain futures contracts, deductions for interest and carrying charges will not
be allowed. Notwithstanding the rules described above, with respect to futures
contracts to sell which are properly identified as such, a Portfolio may make an
election which will exempt (in whole or in part) those identified futures
contracts from being treated for Federal income tax purposes as sold on the last
business day of its taxable year, but gains and losses will be subject to such
short sales, wash sales and loss deferral rules and the requirement to
capitalize interest and carrying charges. Under Temporary Regulations, a
Portfolio would be allowed (in lieu of the foregoing) to elect either (1) to
offset gains or losses from portions which are part of a mixed straddle by
separately identifying each mixed straddle to which such treatment applies, or
(2) to establish a mixed straddle account for which gains and losses would be
recognized and offset on a periodic basis during the taxable year. Under either
election, the 40-60 rule will apply to the net gain or loss attributable to the
futures contracts, but in the case of a mixed straddle account election, no more
than 50% of any net gain may be treated as long-term and no more than 40% of any
net loss may be treated as short term. Options on futures contracts generally
receive Federal tax treatment similar to that described above.
Certain foreign currency contracts entered into by the International,
Institutional International, Emerging Markets and Global Equity Portfolios may
be subject to the "mark-to-market" process and the 40-60 rule in a manner
similar to that described in the preceding paragraph for futures contracts. To
receive such Federal income tax treatment, a foreign currency contract must meet
the following conditions: (1) the contract must require delivery of a foreign
currency of a type in which regulated futures contracts are traded or upon which
the settlement value of the contract depends; (2) the contract must be entered
into at arm's length at a price determined by reference to the price in the
interbank market; and (3) the contract must be traded in the interbank market.
The amount of any capital gain or loss actually realized by a Portfolio in a
subsequent sale or other disposition of those foreign currency contracts will be
adjusted to reflect any capital gain or loss taken into account by the Portfolio
in a prior year as a result of the constructive sale of the contracts. The
Treasury has broad authority to issue regulations under the provisions
respecting foreign currency contracts. As of the date of this Statement of
Additional Information, the Treasury has not issued any such regulations. Other
foreign currency contracts entered into by the Portfolios may result in the
creation of one or more straddles for Federal income tax purposes, in which case
certain loss deferral, short sales, and wash sales rules and the requirement to
capitalize interest and carrying charges may apply.
Other Tax Matters
Special rules govern the Federal income tax treatment of certain
transactions denominated in terms of a currency other than the U.S. dollar or
determined by reference to the value of one or more currencies other than the
U.S. dollar. The types of transactions covered by the special rules include the
following: (i) the acquisition of, or becoming the obligor under, a bond or
other debt instrument (including, to the extent provided in Treasury
regulations, preferred stock); (ii) the accruing of certain trade receivables
and payables; and (iii) the entering into or acquisition of any forward
contract, futures contract, option and similar financial instrument if such
instrument is not marked to market. The disposition of a currency other than the
U.S. dollar by a U.S. taxpayer also is treated as a transaction subject to the
special currency rules. However, foreign currency-related regulated futures
contracts and nonequity options generally are not subject to the special
currency rules if they are or would be treated as sold for their fair market
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<PAGE>
value at year-end under the mark-to-market rules, unless an election is made to
have such currency rules apply. With respect to transactions covered by the
special rules, foreign currency gain or loss is calculated separately from any
gain or loss on the underlying transaction and is normally taxable as ordinary
gain or loss. A taxpayer may elect to treat as capital gain or loss foreign
currency gain or loss arising from certain identified forward contracts, futures
contracts and options that are capital assets in the hands of the taxpayer and
which are not part of a straddle. In accordance with Treasury regulations under
which certain transactions that are part of a "section 988 hedging transaction"
(as defined in the Code and the Treasury regulations) will be integrated and
treated as a single transaction or otherwise treated consistently for purposes
of the Code. Any gain or loss attributable to the foreign currency component of
a transaction engaged in by a Portfolio which is not subject to the special
currency rules (such as foreign equity investments other than certain preferred
stocks) will be treated as capital gain or loss and will not be segregated from
the gain or loss on the underlying transaction. It is anticipated that some of
the non-U.S. dollar denominated investments and foreign currency contracts a
Portfolio may make or enter into will be subject to the special currency rules
described above.
The International, Institutional International, Emerging Markets and
Global Equity Portfolios may recognize income currently for Federal income tax
purposes in the amount of the unpaid, accrued interest with respect to bonds
structured as zero coupon bonds or pay-in-kind securities, even though it
receives no cash interest until the security's maturity or payment date. As
discussed above, in order to qualify for beneficial tax treatment, a Portfolio
must distribute substantially all of its income to shareholders. Thus, a
Portfolio may have to dispose of its portfolio securities under disadvantageous
circumstances to generate cash or leverage itself by borrowing cash, in order to
satisfy the distribution requirement.
Some of the debt securities may be purchased by the International,
Institutional International, Emerging Markets and Global Equity Portfolios at a
discount which exceeds the original issue discount on such debt securities, if
any. This additional discount represents market discount for Federal income tax
purposes. The gain realized on the disposition of any taxable debt security
having market discount will be treated as ordinary income to the extent it does
not exceed the accrued market discount on such debt security. Generally, market
discount accrues on a daily basis for each day the debt security is held by a
Portfolio at a constant rate over the time remaining to the debt security's
maturity or, at the election of the Portfolio, at a constant yield to maturity
which takes into account the semi-annual compounding of interest.
Exchange control regulations that may restrict repatriation of
investment income, capital, or the proceeds of securities sales by foreign
investors could limit the ability of each of the International, Institutional
International, Emerging Markets and Global Equity Portfolios' to make sufficient
distributions to satisfy the 90% and calendar year distribution requirements.
Options
When the Tax Managed Equity Portfolio writes an option, an amount equal
to the net premium (the premium less the commission) received by the Portfolio
is included as a deferred credit in the liability section of the Portfolio's
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statement of assets and liabilities. The amount of the deferred credit will be
subsequently marked-to-market to reflect the current value of the option
written. The current value of the traded option is the last sale price or, in
the absence of a sale price, the average of the closing bid and asked prices. If
an option expires on the stipulated expiration date or if the Portfolio enters
into a closing purchase transaction, it will realize a gain (or loss if the cost
of a closing purchase transaction exceeds the net premium received when the
option is sold), and the deferred credit related to such option will be
eliminated. If an option is exercised, the Tax Managed Equity Portfolio may
deliver the underlying security from its portfolio and purchase the underlying
security in the open market. In either event, the proceeds of the sale will be
increased by the net premium originally received, and the Portfolio will realize
a gain or loss. Premiums from expired call options written by the Portfolio and
net gains from closing purchase transactions are treated as short-term capital
gains for federal income tax purposes, and losses on closing purchase
transactions are treated as short-term capital losses.
Miscellaneous
A 4% nondeductible excise tax is imposed on regulated investment
companies that fail to currently distribute specified percentages of their
ordinary taxable income and net capital gain (excess of capital gains over
capital losses). Each Portfolio intends to make sufficient distributions or
deemed distributions of its ordinary taxable income and any net capital gain
prior to the end of each calendar year to avoid liability for this excise tax.
Each Portfolio will be required in certain cases to withhold and remit
to the United States Treasury 31% of taxable dividends or gross proceeds
realized upon sale paid to shareholders who have failed to provide a correct tax
identification number in the manner required, or who are subject to withholding
by the IRS for failure properly to include on their return payments of taxable
interest or dividends, or who have failed to certify to the Portfolio that they
are not subject to backup withholding when required to do so or that they are
"exempt recipients."
Special Considerations Regarding Investment In Pennsylvania Municipal
Obligations
The concentration of investments in Pennsylvania Municipal Obligations
by the Muni Intermediate Portfolio raises special investment considerations. In
particular, changes in the economic condition and governmental policies of the
Commonwealth of Pennsylvania and its municipalities could adversely affect the
value of the Portfolio and its portfolio securities. This section briefly
describes current economic trends in Pennsylvania.
Pennsylvania's economy historically has been dependent on heavy
industry although recent declines in the coal, steel and railroad industries
have led to diversification of the Commonwealth's economy. Recent sources of
economic growth in Pennsylvania are in the service sector, including trade,
medical and health services, education and financial institutions. Agriculture
continues to be an important component of the Commonwealth's economic structure,
with nearly one-third of the Commonwealth's total land area devoted to cropland,
pasture and farm woodlands.
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The Commonwealth utilizes the fund method of accounting and over 120
funds have been established for purposes of recording receipts and disbursements
of the Commonwealth, of which the General Fund is the largest. Most of the
Commonwealth's operating and administrative expenses are payable from the
General Fund. The major tax sources for the General Fund are the sales tax, the
personal income tax and the corporate net income tax. Major expenditures of the
Commonwealth include funding for education, public health and welfare,
transportation, and economic development.
The constitution of the Commonwealth provides that operating budget
appropriations of the Commonwealth may not exceed the estimated revenues and
available surplus in the fiscal year for which funds are appropriated. Annual
budgets are enacted for the General Fund and for certain special revenue funds
which together represent the majority of expenditures of the Commonwealth.
Although the balance in the General Fund of the Commonwealth (the principal
operating fund of the Commonwealth) experienced deficits in fiscal 1990 and
1991, tax increases and spending decreases have resulted in surpluses the last
four years; as of June 30, 1996, the General Fund had a surplus of $635.2
million. The deficit in the Commonwealth's unreserved/undesignated funds also
has been eliminated.
Current constitutional provisions permit the Commonwealth to issue the
following types of debt: (i) electorate approved debt, (ii) debt for capital
projects subject to an aggregate debt limit of 1.75 times the annual average tax
revenues of the preceding five fiscal years, (iii) tax anticipation notes
payable in the fiscal year of issuance and (iv) debt to suppress insurrection or
rehabilitate areas affected by disaster. Certain state-created agencies issue
debt supported by assets of, or revenues derived from, the various projects
financed and the debt of such agencies is not an obligation of the Commonwealth
although some of the agencies are indirectly dependent on Commonwealth
appropriations.
Certain litigation is pending against the Commonwealth that could
adversely affect the ability of the Commonwealth to pay debt service on its
obligations including suits relating to the following matters: (a) the ACLU has
filed suit in federal court demanding additional funding for child welfare
services; the Commonwealth settled a similar suit in the Commonwealth Court of
Pennsylvania and is seeking the dismissal of the federal suit, inter alia,
because of that settlement; after its earlier denial was reversed by the Third
Circuit Court of Appeals, the district court granted class certification to the
ACLU, and the parties are proceeding with discovery (no available estimates of
potential liability); (b) in 1987, the Supreme Court of Pennsylvania held that
the statutory scheme for county funding of the judicial system to be in conflict
with the constitution of the Commonwealth, but stayed judgment pending enactment
by the legislature of funding consistent with the opinion; a special master
appointed by the Court submitted an implementation plan in 1997, recommending a
four phase transition to state funding of a unified judicial system; the special
master recommended that the implementation of the phase should be effective July
1, 1998, with the completion of the final phase early next century; objections
to the Special Master's report were due by September 1, 1997; the General
Assembly has yet to consider legislation implementing the Court's judgment; (c)
Envirotest/Synterra Partners ("Envirotest") filed suit against the Commonwealth
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asserting that it sustained damages in excess of $350 million as a result of
investments it made in reliance on a contract to conduct emissions testing
before the emissions testing program was suspended. Envirotest has entered into
a Settlement Agreement resolve to which Envirotest's claims that will pay
Envirotest a conditional sum of $195 million over four years; (d) in litigation
brought by the Pennsylvania Human Relations Commission to remedy unintentional
conditions of segregation in the Philadelphia public schools, the School
District of Philadelphia filed a third-party complaint against the Commonwealth
asking the Commonwealth Court to require the Commonwealth to supply funding
necessary for the District to comply with orders of the court; the Commonwealth
Court found that the School District was entitled to receive an additional $45.1
million for the 1996-97 school year, but the Pennsylvania Supreme Court vacated
this decision in September 1996; pursuant to the Court's orders, the parties
have briefed certain issues, but oral argument has not yet been scheduled (no
available estimate of potential liability); (e) in February 1997, five residents
of the City of Philadelphia, joined by the City, the School District and Others,
filed a civil action in the Commonwealth Court for declaratory judgment against
the Commonwealth and certain Commonwealth officers and officials that the
defendants had failed to provide an adequate quality of education in
Philadelphia, as required by the Pennsylvania Constitution; after preliminary
objections and briefs were filed, the Court heard oral argument en banc in
September 1997, and has taken the matter under advisement (no available estimate
of potential liability); (f) in April 1995, the Commonwealth reached a
settlement agreement with Fidelity Bank and certain other banks with respect to
the constitutional validity of the Amended Bank Shares Act and related
legislation; although this settlement agreement did not require expenditure of
Commonwealth funds, the petitions of other banks are currently pending with the
Commonwealth Court (no available estimate of potential liability); and (g) suit
has been filed in state court against the State Employees' Retirement Board
claiming that the use of gender distinct actuarial factors to compute benefits
received before August 1, 1983 violates the Pennsylvania Constitution
(gender-neutral factors have been used since August 1, 1983, the date on which
the U.S. Supreme Court held in Arizona Governing Committee v. Norris that the
use of such factors violated the Federal Constitution); in 1996, the
Commonwealth Court heard oral argument en banc, and in 1997 denied the
plaintiff's motion for judgment on the pleadings (no available estimate of
potential liability).
Local government units in the Commonwealth of Pennsylvania (which
include, among other things, counties, cities, boroughs, towns, townships,
school districts and other municipally created units such as industrial
development authorities and municipality authorities, including water and sewer
authorities) are permitted to issue debt for capital projects: (i) in any amount
so long as the debt has been approved by the voters of the local government
unit; or (ii) without electoral approval if the aggregate outstanding principal
amount of debt of the local government unit is not in excess of 100% of its
borrowing base (in the case of a school district of the first class), 300% of
its borrowing base (in the case of a county) or 250% of its borrowing base (in
the case of all other local government units); or (iii) without electoral
approval and without regard to the limit described in (ii) in any amount in the
case of certain subsidized debt and self-liquidating debt (defined to be debt
with no claim on taxing power, secured solely by revenues from a specific source
which have been projected to be sufficient to pay debt service on the related
debt). Lease rental debt may also be issued, in which case the total debt limits
described in section (ii) (taking into account all existing lease rental debt in
addition to all other debt) are increased. The borrowing base for a local
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<PAGE>
government unit is the average of total revenues for the three fiscal years
preceding the borrowing. The risk of investing in debt issued by any particular
local government unit depends, in the case of general obligation bonds secured
by tax revenues, on the creditworthiness of that issuer or, in the case of
revenue bonds, on the revenue producing ability of the project being financed,
and not directly on the credit-worthiness of the Commonwealth of Pennsylvania as
a whole.
The City of Philadelphia (the "City") experienced a series of General
Fund deficits for Fiscal Years 1988 through 1992 and, while its general
financial situation has improved, the City is still seeking a long-term solution
for its economic difficulties. The City has no legal authority to issue deficit
reduction bonds on its own behalf, but state legislation has been enacted to
create an Intergovernmental Cooperation Authority (the "Authority") to provide
fiscal oversight for Pennsylvania cities (primarily Philadelphia) suffering
recurring financial difficulties. The Authority is broadly empowered to assist
cities in avoiding defaults and eliminating deficits by encouraging the adoption
of sound budgetary practices and issuing bonds. In order for the Authority to
issue bonds on behalf of the City, the City and the Authority entered into an
intergovernmental cooperative agreement providing the Authority with certain
oversight powers with respect to the fiscal affairs of the City, and in recent
years, the Authority has issued approximately $1.76 billion of Special Revenue
Bonds on behalf of the City. The City currently is operating under a five-year
plan approved by the Authority in 1996, with technical amendments officially
incorporated on July 18, 1996. The audited balance of the City's General Fund as
of June 30, 1996 showed a surplus of approximately $118.5 million up from
approximately $80.5 million as of June 30, 1995.
The Authority's power to issue further bonds to finance capital
projects or deficit expired on December 31, 1994. The Authority's power to issue
debt to finance a cash flow deficit expired on December 31, 1996, and its
ability to refund outstanding bonds is unrestricted. The Authority had
approximately $1.1 billion in Special Revenue Bonds outstanding as of June 30,
1997.
The foregoing information as to certain Pennsylvania risk factors
constitutes only a brief summary, does not purport to be a complete description
of Pennsylvania risk factors and is principally drawn from official statements
relating to securities offerings of the Commonwealth of Pennsylvania that have
come to the Funds' attention and were available as of the date of this Statement
of Additional Information.
Special Considerations Regarding Investment in New Jersey Municipal Obligations
The concentration of investments by the New Jersey Muni Portfolio in
New Jersey Municipal Obligations also raises special investment considerations.
The State of New Jersey (the "State") generally has a diversified economic base
consisting of, among others, commerce and service industries, selective
commercial agriculture, insurance, tourism, petroleum refining and
manufacturing, although the State's manufacturing industry has shown a downward
trend in the last few years. Recently, the state's unemployment rate has fallen,
and job growth has been experienced in several sectors of the state's economy.
-42-
<PAGE>
While the State's economic base has become more diversified over time and thus
its economy appears to be less vulnerable during recessionary periods, adverse
conditions including a recurrence of high levels of unemployment, could
adversely affect the State's overall economy and its ability to meet its
financial obligations. To the extent that any adverse conditions exist in the
future which affect the obligor's ability to repay debt, the value of the
Portfolio may be immediately and substantially affected.
The State and its political subdivisions, agencies and public
authorities are authorized to issue two general classes of indebtedness; general
obligation bonds and revenue bonds. Both classes of bonds may be included in the
New Jersey Muni Portfolio. The repayment of principal and interest on general
obligation bonds is secured by the full faith and credit of the issuer, backed
by the issuer's taxing authority, without recourse to any special project or
source of revenue. Special obligation or revenue bonds may be repaid only from
revenues received in connection with the project for which the bonds are issued,
special excise taxes, or other special revenue sources and generally are issued
by entities without taxing power. Neither the State of New Jersey nor any of its
subdivisions is liable for the repayment of principal or interest on revenue
bonds except to the extent stated in the preceding sentences.
General obligation bonds of the state are repaid from revenues obtained
through the state's general taxing authority. An inability to increase taxes may
adversely affect the state's ability to authorize or repay debt.
Public authorities, private non-profit corporations, agencies and
similar entities of New Jersey ("Authorities") are established for a variety of
beneficial purposes, including economic development, housing and mortgage
financing, health care facilities and public transportation. The Authorities are
not operating entities of the State of New Jersey, but are separate legal
entities that are managed independently. The state oversees the Authorities by
appointing the governing boards, designating management, and by significantly
influencing operations. The Authorities are not subject to New Jersey
constitutional restrictions on the incurrence of debt, applicable to the State
of New Jersey itself, and may issue special obligation or private activity bonds
in legislatively authorized amounts.
An absence or reduction of revenue will affect a bond-issuing
Authority's ability to repay debt on special obligation bonds and no assurance
can be given that sufficient revenues will be obtained to make such payments,
although in some instances repayment may be guaranteed or otherwise secured.
Various Authorities have issued bonds for the construction of health
care facilities, transportation facilities, office buildings and related
facilities, housing facilities, pollution control facilities, water and sewerage
facilities and power and electric facilities. Each of these facilities may incur
different difficulties in meeting its debt repayment obligations. Hospital
facilities, for example, are subject to changes in Medicare and Medicaid
reimbursement regulations, attempts by Federal and state legislatures to limit
the costs of health care and management's ability to complete construction
projects on a timely basis as well as to maintain projected rates of occupancy
and utilization. At any given time, there are several proposals pending on a
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<PAGE>
Federal and state level concerning health care, which may further affect a
hospital's debt service obligation.
Housing facilities may be subject to increases in operating costs,
management's ability to maintain occupancy levels, rent restrictions and
availability of Federal or state subsidies, while power and electric facilities
may be subject to increased costs resulting from environmental restrictions,
fluctuations in fuel costs, delays in licensing procedures and the general
regulatory framework in which these facilities operate. All of these entities
are constructed and operated under rigid regulatory guidelines.
Some entities which financed facilities with proceeds of private
activity bonds issued by the New Jersey Economic Development Authority, a major
issuer of special obligation bonds, have defaulted on their debt service
obligations. Because these special obligation bonds were repayable only from
revenue received from the specific projects which they funded, the New Jersey
Economic Development Authority was unable to repay the debt service to
bondholders for such facilities. Each issue of special obligation bonds,
however, depends on its own revenue for repayment, and thus these defaults
should not affect the ability of the New Jersey Economic Development Authority
to repay obligations on other bonds that it issues in the future.
The following are cases presently pending or threatened in which the
State has a potential for either a significant loss of revenue or a significant
unanticipated expenditure: (i) several labor unions have challenged 1994
legislation mandating a revaluation of several public employee pension funds
which resulted in a refund of millions of dollars in public employer
contributions to the State and significant ongoing annual savings to the State;
(ii) several cases filed in the State courts challenged the basis on which
recoveries of certain costs for residents in State psychiatric hospitals and
other facilities are shared between the State Department of Human Services and
the State's county governments, and certain counties are seeking the recovery
from the Department of costs they have incurred for the maintenance of such
residents; (iii) the County of Passaic and other parties have filed suit
alleging the State violated a 1984 consent order concerning the construction of
a resource recovery facility in that county; (iv) several Medicaid eligible
children and the Association for Children of New Jersey have filed suit claiming
the Medicaid reimbursement rates for services rendered to such children are
inadequate under federal law; (v) a coalition of churches and church leaders in
Hudson County have filed suit asserting the State-owned Liberty State Park in
Jersey City violates environmental standards; (vi) representatives of the
trucking industry have filed a constitutional challenge to annual hazardous and
solid waste licensure renewal fees; (vii) the Education Law Center filed a
motion compelling the State to close the spending gap between poor urban school
districts and wealthy rural school districts; (viii) a group of insurance
companies have filed a constitutional challenge to the challenge to the State's
assessment of monies pursuant to the Fair Automobile Insurance Reform Act of
1990; (ix) a class action consisting of prisoners with serious mental disorders
has been filed against officers of the Department of Corrections, alleging sex
discrimination, violation of the Americans with Disabilities Act of 1990, and
constitutional violations; (x) a class action has been brought in federal court
challenging the State's method of determining the monthly needs of a spouse of
an institutionalized person under the Medicare Catastrophic Act; (xi) several
suits have been filed against the State in federal court alleging that the State
-44-
<PAGE>
committed securities fraud and environmental violations in the financing of a
new Atlantic City highway and tunnel; (xii) a class action has been filed
against the State alleging the State's breach of contract for not paying certain
Medicare co-insurance and deductibles; and (xiii) an action has been filed
challenging the State's issuance of bonds to fund the accrued liability in its
pension funds under the Pension Bond Financing Act of 1997.
Although the Portfolio generally intends to invest its assets primarily
in New Jersey Municipal Obligations rated no lower than A, MIG2 or Prime-1 by
Moody's or A SP-1 or A-1 by S&P, there can be no assurance that such ratings
will remain in effect until the bond matures or is redeemed or will not be
revised downward or withdrawn. Such a revision or withdrawal may have an adverse
affect on the market price of such securities.
PERFORMANCE CALCULATIONS
Each of the Tax Managed Equity, International, Small Capitalization
Equity and Large Cap Value Portfolios may compare their total returns for the
shares to that of other investment companies with similar investment objectives
and to stock and other relevant indices such as the S&P 500, the Dow Jones
Industrial Average, the Russell 2000 Index or the NASDAQ Composite Index or to
rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example, the
total return of the shares of the Tax Managed Equity, International, Small
Capitalization Equity or Large Cap Value Portfolios may also be compared to data
prepared by Lipper Analytical Services, Inc. ("Lipper"). In addition, the
International Portfolio's total return may be compared to the Morgan Stanley
Capital International EAFE Index (the "EAFE Index").
Each of the Core Fixed Income, Muni Intermediate and New Jersey Muni
Portfolios may compare their total returns, and their yields, to that of other
investment companies with similar investment objectives and to bond and other
relevant indices such as those compiled by Merrill Lynch, Lehman Brothers or
others or to rankings prepared by independent services or other financial or
industry publications that monitor the performance of mutual funds. For example,
the total return or the yield of the Core Fixed Income, Muni Intermediate or New
Jersey Muni Portfolios may be compared to data prepared by Lipper.
The Institutional International Portfolio may compare its total return
to that of other investment companies with similar investment objectives and to
stock and other relevant indices or to rankings prepared by independent services
or other financial or industry publications that monitor the performance of
mutual funds. For example, the total return of the Portfolio may be compared to
data prepared by Lipper and the EAFE Index.
The Emerging Markets Portfolio may compare its total return to that of
other investment companies with similar investment objectives and to stock and
other relevant indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
For example, the total return of the Emerging Markets Portfolio may be compared
to data prepared by Lipper, the Morgan Stanley Capital International Emerging
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<PAGE>
Markets Free Index (also known as the Emerging Markets Index) and the
International Financial Corporation Composite Index.
The Global Equity Portfolio may compare its total return to that of
other investment companies with similar investment objectives and to stock and
other relevant indices or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
For example, the total return of the Portfolio may be compared to data prepared
by Lipper, the MSCI World Index and the EAFE Index.
Total return, yield (for the Core Fixed Income, Muni Intermediate and
New Jersey Muni Portfolios), and other performance data as reported in national
financial publications such as Money Magazine, Forbes, Barron's, The Wall Street
Journal and The New York Times, or in publications of a local or regional
nature, may also be used in comparing the performances of the Portfolios.
Performance quotations represent a Portfolio's past performance and
should not be considered as indicative of future results. Since performance will
fluctuate, performance data for a Portfolio should not be used to compare an
investment in the Portfolio's shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield/return for a stated period of time. Shareholders should remember
that performance is generally a function of the kind and quality of the
instruments held in a Portfolio, portfolio maturity, operating expenses and
market conditions. Any management fees charged by the Advisor, an Affiliate to
its respective clients, or Institutions to their respective clients will not be
included in a Portfolio's calculations of yield, effective yield, tax-equivalent
yield or total return as appropriate.
From time to time, the Government Cash Portfolio and the Tax-Exempt
Cash Portfolio, may advertise or quote yield, effective yield, tax-equivalent
yield (Tax-Exempt Cash Portfolio only), or total return. The "yield" and
"effective yield" of the Government Cash and Tax-Exempt Cash Portfolios, and the
"tax-equivalent yield" of the Tax-Exempt Cash Portfolio, are calculated
according to formulas prescribed by the SEC. The standardized seven-day yield of
each of these Portfolios is computed by determining the net change, exclusive of
capital changes, in the value of a hypothetical pre-existing account in the
particular Portfolio having a balance of one share at the beginning of the
period, dividing the net change in account value by the value of the account at
the beginning of the base period to obtain the base period return, and
multiplying the base period return by (365/7). The net change in the value of an
account in the Money Market Portfolios includes the value of additional shares
purchased with dividends from the original share, and dividends declared on both
the original share and any such additional shares, net of all fees, other than
nonrecurring account or sales charges, that are charged by the Fund to all
shareholder accounts in proportion to the length of the base period and the
Portfolio's average account size. The capital changes to be excluded from the
calculation of the net change in account value are realized gains and losses
from the sale of securities and unrealized appreciation and depreciation. An
effective annualized yield for the Money Market Portfolios may be computed by
compounding the unannualized base period return (calculated as above) by adding
1 to the base period return, raising the sum to a power equal to 365 divided by
7, and subtracting 1 from the result.
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<PAGE>
The Tax-Exempt Cash Portfolio's "7-day tax-equivalent yield" may be
computed by dividing the tax-exempt portion of the Portfolio's yield (calculated
as above) by one minus a stated Federal income tax rate and adding the product
to that portion, if any, of the Portfolio's yield that is not tax-exempt.
The Tax-Exempt Cash Portfolio's tax-equivalent yield, and the Money
Market Portfolios' yield and effective yield, do not reflect any fees charged by
the Advisor to its clients. See "Investment Advisor" in the Prospectus.
Set forth below is an example, for purposes of illustration only, of
the current yield calculations for each of the Money Market Portfolios for the
seven-day period ended October 31, 1998.
Government Tax-Exempt
Cash Portfolio Cash Portfolio
10/31/98 10/31/98
------------- -------------
7-Day Yield (Net Change X 365/7 average NAV) ___% ___%
7-Day Effective Yield ___% ___%
7-Day Tax-Equivalent Yield N/A ___%*
- ---------------------------------
* Assumes an effective Federal income tax rate of 31%
The SEC yield of the Core Fixed Income Portfolio, Muni Intermediate
Portfolio and the New Jersey Muni Portfolio for the 30-day period ended October
31, 1998 was ____%, ____% and ___%, respectively. These yields were calculated
by dividing the net investment income per share (as described below) earned by
the Portfolio during a 30-day (or one month) period by the maximum offering
price per share on the last day of the period and annualizing the result on a
semi-annual basis by adding one to the quotient, raising the sum to the power of
six, subtracting one from the result and then doubling the difference. The
Portfolio's net investment income per share earned during the period is based on
the average daily number of shares outstanding during the period entitled to
receive dividends and includes dividends and interest earned during the period
minus expenses accrued for the period, net of reimbursements. This calculation
can be expressed as follows:
Yield = 2 [( a-b + 1)(6) - 1]
---
cd
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period net of reimbursements.
c = the average daily number of shares
outstanding during the period that
were entitled to receive dividends.
d = maximum offering price per share on the last
day of the period.
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<PAGE>
For the purpose of determining net investment income earned during the
period (variable "a" in the formula), interest earned on any debt obligations
held by the Core Fixed Income, Muni Intermediate or New Jersey Muni Portfolios
is calculated by computing the yield to maturity of each obligation held by the
Portfolio based on the market value of the obligation (including actual accrued
interest) at the close of business on the last business day of each month, or,
with respect to obligations purchased during the month, the purchase price (plus
actual accrued interest) and dividing the result by 360 and multiplying the
quotient by the market value of the obligation (including actual accrued
interest) in order to determine the interest income on the obligation for each
day of the subsequent month that the obligation is held by the particular
Portfolio. For purposes of this calculation, it is assumed that each month
contains 30 days. The maturity of an obligation with a call provision is the
next call date on which the obligation reasonably may be expected to be called
or, if none, the maturity date. With respect to debt obligations purchased at a
discount or premium, the formula generally calls for amortization of the
discount or premium. The amortization schedule will be adjusted monthly to
reflect changes in the market values of such debt obligations.
Undeclared earned income will be subtracted from the maximum offering
price per share (variable "d" in the formula). Undeclared earned income is the
net investment income which, at the end of the base period, has not been
declared as a dividend, but is reasonably expected to be and is declared and
paid as a dividend shortly thereafter. The Core Fixed Income, Muni Intermediate
and New Jersey Muni Portfolios' yields do not reflect any fees charged by the
Advisor or an Affiliate to its clients. See "Investment Advisor" in the
Prospectus.
The Muni Intermediate and New Jersey Muni Portfolios' "tax-equivalent"
yield is computed by dividing the portion of the yield that is exempt from
Federal and/or State income taxes by one minus a stated Federal income tax rate
and/or the State income tax rate and by adding that figure to that portion, if
any, of the yield that is not tax-exempt. The 30 day tax-equivalent yield for
the Muni Intermediate Portfolio and New Jersey Portfolio for the 30-day period
ended October 31, 1998 was ____% and ____%, respectively (assuming a marginal
Federal income tax rate of 31% and marginal Pennsylvania and New Jersey income
tax rates of 2.80 and 5.525%, respectively).
The Core Fixed Income, Tax Managed Equity, International, Small
Capitalization Equity, Muni Intermediate, New Jersey Muni, Large Cap Value,
Institutional International, Emerging Markets and Global Equity Portfolios each
compute their respective average annual total returns separately for each class
by determining the average annual compounded rates of return during specified
periods that equate the initial amount invested to the ending redeemable value
of such investment. This is done by dividing the ending redeemable value of a
hypothetical $1,000 initial payment by $1,000 and raising the quotient to a
power equal to one divided by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result. This
calculation can be expressed as follows:
T = [( ERV )(1/n) - 1]
P
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<PAGE>
Where: T = average annual total return.
ERV = ending redeemable value
at the end of the period
covered by the computation
of a hypothetical $1,000
payment made at the
beginning of the period.
P = hypothetical initial payment of
$1,000.
n = period covered by the computation,
expressed in terms of years.
The Core Fixed Income, Tax Managed Equity, International, Small
Capitalization Equity, Muni Intermediate, New Jersey Muni, Large Cap Value,
Institutional International, Emerging Markets and Global Equity Portfolios
compute their aggregate total returns separately for each class by determining
the aggregate rates of return during specified periods that likewise equate the
initial amount invested to the ending redeemable value of such investment. The
formula for calculating aggregate total return is as follows:
T = [( ERV ) - 1]
---
P
The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain distributions.
The ending redeemable value (variable "ERV" in each formula) is determined by
assuming complete redemption of the hypothetical investment and the deduction of
all nonrecurring charges at the end of the period covered by the computations.
Each Portfolio's average annual total return and aggregate total return does not
reflect any fees charged by the Advisor or Institutions to their clients. See
"Investment Advisor" in the Prospectuses.
As of January 1, 1998, the Small Capitalization Equity Portfolio began
to offer Institutional Shares. Institutional Shares are subject to an annual
.05% fee payable pursuant to the Amended and Restated Shareholder Servicing Plan
("Shareholder Servicing Fee"). Prior to January 1, 1998, the Small
Capitalization Equity Portfolio did not have an advisory fee and Advisor Shares
had a .05% Shareholder Servicing Fee. Performance of the Institutional Shares
prior to January 1, 1998 is represented by performance of the Advisor Shares.
Set forth below are the average annual total return figures for the
Core Fixed Income, Tax Managed Equity, International, Small Capitalization
Equity, Muni Intermediate, Large Cap Value, New Jersey Muni, Institutional
International, Emerging Markets and Global Equity Portfolios since inception and
for the one- and five-year periods ended October 31, 1998.
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<TABLE>
<CAPTION>
Tax Small
Core Fixed Managed Capitalization Muni
Income Equity International Equity Intermediate
Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- ---------
Advisor Institutional
Shares Shares
------ ------
<S> <C> <C> <C> <C> <C> <C>
1 Year Ended 10/31/98 ____% ____% ____% ____% N/A ____%
5 Years Ended 10/31/98 ____% ____% ____% ____% N/A ____%
Inception to 10/31/98 ____% ____% ____% ____% ____%* ____%
</TABLE>
* Annualized.
<TABLE>
<CAPTION>
Large Cap New Institutional Emerging Global
Value Jersey Muni International Markets Equity
Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1 Year Ended 10/31/98 ____% ____% ____%** ____% N/A
5 Years Ended 10/31/98 ____% N/A ____%** ____% N/A
Inception to 10/31/98 ____% ____% ____%** ____% ____%
</TABLE>
** The Institutional International Portfolio's average annual total return
figures above are net of fee waivers. The Portfolio's average annual total
return figures without fee waivers for the 1-Year, 5-Year and Inception to
10/31/98 periods were _____%, _____% and ____%, respectively.
Inception Dates:
Core Fixed Income Portfolio.................................. 11/17/88
Tax Managed Equity Portfolio................................. 07/20/89
International Portfolio...................................... 11/17/88
Small Capitalization Equity Portfolio
Advisor Shares.......................................... 03/01/91
Institutional Shares.................................... 01/01/98
Muni Intermediate Portfolio.................................. 06/05/92
Large Cap Value Portfolio.................................... 12/31/92
New Jersey Muni Portfolio.................................... 11/01/93
Institutional International Portfolio........................ 08/01/92
Emerging Markets Portfolio................................... 12/14/94
Global Equity Portfolio...................................... 11/04/97
Set forth below are the aggregate total return figures for the Core
Fixed Income, Tax Managed Equity, International, Small Capitalization Equity,
Muni Intermediate, Large Cap Value, New Jersey Muni, Institutional
International, Emerging Markets and Global Equity Portfolios from inception to
October 31, 1998.
Portfolio Inception Date Aggregate Total Return
- --------- -------------- ----------------------
Core Fixed Income 11/17/88 ______%
Tax Managed Equity 07/20/89 ______%
International 11/17/88 ______%
Small Capitalization Equity
Advisor Shares 03/01/91 ______%
Institutional Shares 01/01/98 ______%
Muni Intermediate 06/05/92 ______%
Large Cap Value 12/31/92 ______%
New Jersey Muni 11/01/93 ______%
Institutional International 08/01/92 ______%
Emerging Markets 12/14/94 ______%
Global Equity 11/04/97 ______%
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GENERAL INFORMATION
Description of Shares and Voting Rights
The shares of each Portfolio have no preference as to conversion,
exchange, dividends, retirement or other rights, and, when issued and paid for
as provided in this Prospectus, will be fully paid and non-assessable. The
shares of each Portfolio have no pre-emptive rights and do not have cumulative
voting rights, which means that the holders of more than 50% of the shares of a
Fund voting for the election of its Board members can elect 100% of the Board of
that Fund if they choose to do so. A shareholder is entitled to one vote for
each full share held (and a fractional vote for each fractional share held),
then standing in his or her name on the books of the particular Fund. The Funds
will not hold annual meetings of shareholders, except as required by the 1940
Act, the next sentence and other applicable law. Each Fund has undertaken that
its Board will call a meeting of shareholders for the purpose of voting upon the
question of removal of a Board member or members if such a meeting is requested
in writing by the holders of not less than 10% of the outstanding shares of the
particular Fund. To the extent required by the undertaking, the particular Fund
will assist shareholder communication in such matters. The staff of the SEC has
expressed the view that the use of a combined Prospectus for the Funds may
subject a Fund to liability for misstatements, inaccuracies or incomplete
disclosure about the other Fund.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company shall not be deemed to have been effectively acted upon unless approved
by a majority of the outstanding shares of the Portfolio or class affected by
the matter. The Portfolio or class is affected by a matter unless it is clear
that the interests of the Portfolio or class in the matter are substantially
identical or that the matter does not affect any interest of the Portfolio or
class. Under Rule 18f-2, the approval of an investment advisory agreement or any
change in a fundamental investment policy would be effectively acted upon with
respect to the Portfolio only if approved by a majority of the outstanding
shares of the Portfolio. However, the Rule also provides that the ratification
of independent public accountants and the election of directors or trustees may
be effectively acted upon by shareholders of the Fund voting without regard to
the Portfolio.
Notwithstanding any provision of Maryland law requiring a greater vote
of Glenmede Fund's common stock (or of the shares of the Portfolio or class
voting separately as a class) in connection with any corporate action, unless
otherwise provided by law (for example by Rule 18f-2 discussed above) or by
Glenmede Fund's Articles of Amendment and Restatement, Glenmede Fund may take or
authorize such action upon the favorable vote of the holders of more than 50% of
the outstanding common stock of Glenmede Fund entitled to vote thereon.
Certain Record Holders
As of December ___, 1998, the Advisor held of record substantially all
of the outstanding shares of each Portfolio (including the Advisor and
Institutional Share classes of the Small Capitalization Equity Portfolio) and,
therefore, may, for certain purposes be deemed to control each Portfolio and be
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able to affect the outcome of certain matters presented for a vote of each
Portfolio's shareholders. For more information about the Advisor, see
"Investment Advisor" in the Prospectuses. As of December ___, 1998, the
directors/trustees and officers of the Funds collectively owned less than 1% of
the outstanding shares of each of the Funds' Portfolios.
Dividends and Distributions
Each Portfolio's policy is to distribute substantially all of its net
investment income, if any, together with any net realized capital gains in the
amount and at the times that will avoid both income (including capital gains)
taxes on it and the imposition of the Federal excise tax on undistributed income
and gains. The amounts of any income dividends or capital gains distributions
for a Portfolio cannot be predicted.
Undistributed net investment income is included in each Portfolio's
(other than the Money Market Portfolios) net assets for the purpose of
calculating its NAV per share. Therefore, on the Portfolio's "ex-dividend" date,
the NAV per share excludes the dividend (i.e., is reduced by the per share
amount of the dividend). Any dividend or distribution paid shortly after the
purchase of shares of a Portfolio by an investor may have the effect of reducing
the per share NAV of that Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in effect a
return of capital, are subject to income taxes as set forth in the Prospectus.
FINANCIAL STATEMENTS
The Funds' Financial Statements for the Government Cash, Tax-Exempt
Cash, Core Fixed Income, International, Tax Managed Equity, Small Capitalization
Equity, Large Cap Value, Muni Intermediate, New Jersey Muni, Institutional
International, Emerging Markets and Global Equity Portfolios for the year or
period ended October 31, 1998, and the financial highlights for each of the
respective periods presented, appearing in the 1998 Annual Reports to
Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, the Funds'
independent accountants, also appearing therein, are incorporated by reference
in this Statement of Additional Information. No other parts of the 1998 Annual
Reports to Shareholder are incorporated herein.
OTHER INFORMATION
The Prospectuses and this Statement of Additional Information do not
contain all the information included in the Registration Statement filed with
the SEC under the Securities Act of 1933 with respect to the securities offered
by the Prospectuses. Certain portions of the Registration Statement have been
omitted from the Prospectus and this Statement of Additional Information
pursuant to the rules and regulations of the SEC. The Registration Statement,
including the exhibits filed therewith, may be examined at the office of the SEC
in Washington, D.C.
Statements contained in the Prospectuses or in this Statement of
Additional Information as to the contents of any contract or other documents
referred to are not necessarily complete, and in each instance reference is made
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to the copy of such contract or other document filed as an exhibit to the
Registration Statement of which the Prospectuses and this Statement of
Additional Information form a part, each such statement being qualified in all
respects by such reference.
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APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS
I. Description of Bond Ratings
Excerpts from Moody's description of its highest bond ratings: Aaa --
judged to be the best quality; carry the smallest degree of investment risk; Aa
- -- judged to be of high quality by all standards; A -- judged to be of upper
medium quality; factors giving security to principal and interest considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future; Baa -- judged to be of medium quality;
lacking outstanding investment characteristics and in fact having speculative
characteristics.
Moody's applies numerical modifiers (1, 2 and 3) with respect to
corporate bonds rated Aa, A and Baa. The modifier 1 indicates that the bond
being rated ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates that the bond
ranks in the lower end of its generic rating category. Those bonds in the Aa, A
and Baa categories which Moody's believes possess the strongest investment
attributes, within those categories are designated by the symbols Aa1, A1 and
Baa1, respectively.
Excerpts from S&P description of its highest bond ratings: AAA --
highest grade obligations; indicates an extremely strong capacity to pay
interest and repay principal; AA -- also qualify as high grade obligations;
indicates a very strong capacity to pay interest and repay principal and differs
from AAA issues only in small degree; A -- qualifies as upper medium grade
obligations; have strong capacity to pay interest and repay principal, although
somewhat more susceptible to adverse effects of change in circumstances and
economic conditions than higher rated bonds; BBB -- indicates adequate capacity
to pay interest and repay principal, although adverse economic conditions are
likely to weaken such capacity.
Plus (+) or Minus (-): The ratings from AA to BBB may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
Description of Moody's ratings of state and municipal notes: Moody's
ratings for state and municipal notes, other short-term obligations and variable
rate demand obligations are as follows: MIG-1/VMIG-1 -- Best quality, enjoying
strong protection by established cash flows, superior liquidity support or
demonstrated broad based access to the market for refinancing; MIG-2/VMIG-2 --
High quality with margins of protection ample although not so large as in the
preceding group.
Description of Moody's highest commercial paper rating: Prime-1 ("P-1")
- -- judged to be of the best quality. Issuers rated P-1 (or related supporting
institutions) are considered to have a superior capacity for repayment of
short-term promissory obligations.
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Excerpt from S&P rating of municipal note issues: SP-1+ -- overwhelming
capacity to pay principal and interest; SP-1 -- very strong or strong capacity
to pay principal and interest.
Description of S&P highest commercial papers ratings: A-1+ -- this
designation indicates the degree of safety regarding timely payment is
overwhelming. A-1 -- this designation indicates the degree of safety regarding
timely payment is either overwhelming or very strong.
II. Description of Mortgage-Backed Securities
Mortgage-Related Securities. The Core Fixed Income Portfolio may
purchase mortgage-backed securities that are secured by entities such as the
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"),
commercial banks, trusts, financial companies, finance subsidiaries of
industrial companies, savings and loan associations, mortgage banks and
investment banks. These certificates are in most cases pass-through instruments,
through which the holder receives a share of all interest and principal payments
from the mortgages underlying the certificate, net of certain fees. The average
life of a mortgage-backed security varies with the underlying mortgage
instruments, which have maximum maturities of 40 years. The average life is
likely to be substantially less than the original maturity of the mortgage pools
underlying the securities as the result of prepayments, mortgage refinancings or
foreclosure. Mortgage prepayment rates are affected by factors including the
level of interest rates, general economic conditions, the location and age of
the mortgage and other social and demographic conditions. Such prepayments are
passed through to the registered holder with the regular monthly payments of
principal and interest and have the effect of reducing future payments.
There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities guaranteed
by GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes") which are guaranteed as to the timely payment of principal and interest
by GNMA and such guarantee is backed by the full faith and credit of the United
States. GNMA is a wholly-owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make payments under
its guarantee. Mortgage-related securities issued by FNMA include FNMA
guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes")
which are solely the obligations of FNMA, are not backed by or entitled to the
full faith and credit of the United States and are supported by the right of the
issuer to borrow from the Treasury. FNMA is a government-sponsored organization
owned entirely by private stockholders. Fannie Maes are guaranteed as to timely
payment of principal and interest by FNMA. Mortgage-related securities issued by
the Federal Home Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or "Pcs"). FHLMC is a
corporate instrumentality of the United States, created pursuant to an Act of
Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are
not guaranteed by the United States or by any Federal Home Loan Banks and do not
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constitute a debt or obligation of the United States or of any Federal Home Loan
Bank. Freddie Macs entitle the holder to timely payment of interest, which is
guaranteed by FHLMC. FHLMC guarantees either ultimate collection or timely
payment of all principal payments on the underlying mortgage loans. When FHLMC
does not guarantee timely payment of principal, FHLMC may remit the amount due
on account of its guarantee of ultimate payment of principal at any time after
default on an underlying mortgage, but in no event later than one year after it
becomes payable.
The Core Fixed Income Portfolio may invest in mortgage-backed
securities issued or sponsored by both government and non-governmental entities.
Privately issued mortgage-backed securities are generally backed by pools of
conventional (i.e., non-government guaranteed or insured) mortgage loans.
Privately-issued mortgage backed securities must have a rating of at least A by
S&P or Moody's or which if unrated, is in the Advisor's opinion equivalent in
credit quality to securities so rated. The ratings assigned by a rating
organization (e.g., S&P or Moody's) to privately-issued mortgage-backed
securities address the likelihood of the receipt of all distributions on the
underlying mortgage loans by the related certificate-holders under the
agreements pursuant to which such certificates are issued. A rating
organization's ratings take into consideration the credit quality of the related
mortgage pool, including any credit support providers, structural and legal
aspects associated with such certificates, and the extent to which the payment
stream on such mortgage pool is adequate to make payments required by such
certificates. A rating organization's ratings on such certificates do not,
however, constitute a statement regarding frequency of prepayments on the
related mortgage loans. Additionally, in order to receive a high quality rating
from the rating organizations, privately issued mortgaged-backed securities
normally are structured with one or more types of "credit enhancement." Credit
enhancement falls generally into two categories: (i) liquidity protection and
(ii) protection against losses resulting from default by an obligor on the
underlying assets. Liquidity protection refers to the provision of advances,
generally by the entity administering the pools of mortgages, the provision of a
reserve fund, or a combination thereof, to ensure, subject to certain
limitations, that scheduled payments on the underlying pool are made in a timely
fashion. Protection against losses resulting from default ensures ultimate
payment of the obligations on at least a portion of the assets in the pool. Such
credit support can be provided by, among other things, payment guarantees,
letters of credit, pool insurance, subordination, or any combination thereof.
The Core Fixed Income Portfolio may also invest in multiple class
securities, including collateralized mortgage obligations ("CMOs") and Real
Estate Mortgage Investment Conduit ("REMIC") pass-through or participation
certificates. CMOs provide an investor with a specified interest in the cash
flow from a pool of underlying mortgages or of other mortgage-backed securities.
These securities may be issued by U.S. Government agencies and instrumentalities
such as Fannie Mae or sponsored enterprises such as Freddie Mac or by trusts
formed by private originators of, or investors in, mortgage loans, including
savings and loan associations, mortgage bankers, commercial banks, insurance
companies, investment banks and special purpose subsidiaries of the foregoing.
In general, CMOs are debt obligations of a legal entity that are collateralized
by, and multiple class mortgage-backed securities represent direct ownership
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interests in, a pool of mortgage loans or mortgage-backed securities the
payments on which are used to make payments on the CMOs or multiple class
mortgage-backed securities.
Fannie Mae REMIC certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. In addition, Fannie Mae
will be obligated to distribute the principal balance of each class of REMIC
certificates in full, whether or not sufficient funds are otherwise available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac
REMIC certificates and also guarantees the payment of principal as payments are
required to be made on the underlying mortgage participation certificates
("PCs"). PCs represent undivided interests in specified level payment,
residential mortgages or participations therein purchased by Freddie Mac and
placed in a PC pool. With respect to principal payments on PCs, Freddie Mac
generally guarantees ultimate collection of all principal of the related
mortgage loans without offset or deduction. Freddie Mac also guarantees timely
payment of principal of certain PCs.
CMOs and guaranteed REMIC certificates issued by Fannie Mae and Freddie
Mac are types of multiple class mortgage-backed securities. Investors may
purchase beneficial interests in REMICs, which are known as "regular" interests
or "residual" interests. The Funds do not intend to purchase residual interests
in REMICs. The REMIC certificates represent beneficial ownership interests in a
REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac
or Ginnie Mae guaranteed mortgage-backed securities. The obligations of Fannie
Mae or Freddie Mac under their respective guaranty of the REMIC certificates are
obligations solely of Fannie Mae or Freddie Mac, respectively.
CMOs are issued in multiple classes, each with a specified fixed or
floating interest rate and a final scheduled distribution date. In most cases,
payments of principal are applied to the CMO classes in order of their
respective stated maturities, so that no principal payments will be made on a
CMO class until all other classes having an earlier stated maturity date are
paid in full. These are referred to as "sequential pay" CMOs, or REMIC
Certificates. A REMIC is a CMO that qualifies for special tax treatment under
the Code, and invests in certain mortgages principally secured by interests in
real property and other permitted investments.
Additional structures of CMOs and REMIC certificates include, among
others, "parallel pay" CMOs and REMIC certificates. Parallel pay CMOs or REMIC
certificates are those which are structured to apply principal payments and
prepayments of mortgage assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.
A wide variety of REMIC certificates may be issued in sequential pay or
parallel pay structures. These securities include accrual certificates (also
known as "Z-Bonds"), which only accrue interest at a specified rate until all
other certificates having an earlier final distribution date have been retired
and are converted thereafter to an interest-paying security, and planned
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amortization class ("PAC") certificates, which are parallel pay REMIC
certificates that generally require that specified amounts of principal be
applied on each payment date to one or more classes or REMIC certificates (the
"PAC Certificates"), even though all other principal payments and prepayments of
the mortgage assets are then required to be applied to one or more other classes
of the certificates. The scheduled principal payments for the PAC Certificates
generally have the highest priority on each payment date after interest due has
been paid to all classes entitled to receive interest currently. Shortfalls, if
any, are added to the amount payable on the next payment date. The PAC
Certificate payment schedule is taken into account in calculating the final
distribution date of each class of PAC. In order to create PAC tranches, one or
more tranches generally must be created that absorb most of the volatility in
the underlying mortgage assets. These tranches tend to have market prices and
yields that are much more volatile that other PAC classes.
CMOs may involve additional risks other than those found in other types
of mortgage-related obligations. CMOs may exhibit more price volatility and
interest rate risk than other types of mortgage-related obligations. During
periods of rising interest rates, CMOs may lose their liquidity as CMO market
makers may choose not to repurchase, or may offer prices, based on current
market conditions, which are unacceptable to the Portfolio based on the
Portfolio's analysis of the market value of the security.
The Core Fixed Income Portfolio may also invest in stripped
mortgage-backed securities ("SMBS") (including interest only and principal only
securities), which are derivative multiple class mortgage-backed securities. The
Core Fixed Income Portfolio may also invest in privately-issued SMBS. Although
the market for such securities is increasingly liquid, privately-issued SMBS'
may not be readily marketable and will be considered illiquid for purposes of
the Portfolio's limitation on investments in illiquid securities. The Advisor
may determine that SMBS' which are U.S. Government securities are liquid for
purposes of the Portfolio's limitation on investments in illiquid securities.
SMBS are usually structured with two different classes: one that
receives 100% of the interest payments and the other that receives 100% of the
principal payments from a pool of mortgage loans. If the underlying mortgage
loans experience different than anticipated prepayments of principal, the Fund
may fail to fully recoup its initial investment in these securities. The market
value of the class consisting entirely of principal payments generally is
unusually volatile in response to changes in interest rates. The yields on a
class of SMBS that receives all or most of the interest from mortgage loans are
generally higher than prevailing market yields on other mortgage-backed
securities because their cash flow patterns are more volatile and there is a
greater risk that the initial investment will not be fully recouped.
Because derivative mortgage-backed securities (such as principal-only
(POs), interest-only (IOs) or inverse floating rate securities) are more exposed
to mortgage prepayments, they generally involve a greater amount of risk. Small
changes in prepayments can significantly impact the cash flow and the market
value of these securities. The risk of faster than anticipated prepayments
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generally adversely affects IOs, super floaters and premium priced
mortgage-backed securities. The risk of slower than anticipated prepayments
generally adversely affects POs, floating-rate securities subject to interest
rate caps, support tranches and discount priced mortgage-backed securities. In
addition, particular derivative securities may be leveraged such that their
exposure (i.e., price sensitivity) to interest rate and/or prepayment risk is
magnified.
III. Description of Asset-Backed Securities
Asset-Backed Securities. The Core Fixed Income Portfolio may invest in
asset-backed securities. Asset-backed securities include interests in pools of
receivables, such as motor vehicle installment purchase obligations and credit
card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. Such securities may also be debt instruments, which
are also known as collateralized obligations and are generally issued as the
debt of a special purpose entity organized solely for the purpose of owning such
assets and issuing such debt. Asset-backed securities are not issued or
guaranteed by the U.S. Government or its agencies or instrumentalities; however,
the payment of principal and interest on such obligations may be guaranteed up
to certain amounts and for a certain time period by a letter of credit issued by
a financial institution (such as a bank or insurance company) unaffiliated with
the issuers of such securities.
The purchase of asset-backed securities may raise considerations
peculiar to the financing of the instruments underlying such securities. For
example, most organizations that issue asset-backed securities relating to motor
vehicle installment purchase obligations perfect their interests in the
respective obligations only by filing a financing statement and by having the
servicer of the obligations, which is usually the originator, take custody
thereof. In such circumstances, if the servicer were to sell the same
obligations to another party, in violation of its duty not to do so, there is a
risk that such party could acquire an interest in the obligations superior to
that of the holders of the asset-backed securities. Also, although most of such
obligations grant a security interest in the motor vehicle being financed, in
most states the security interest in a motor vehicle must be noted on the
certificate of title to perfect such security interest against competing claims
of other parties. Due to the large number of vehicles involved, however, the
certificate of title to each vehicle financed, pursuant to the obligations
underlying the asset-backed securities, usually is not amended to reflect the
assignment of the seller's security interest for the benefit of the holders of
the asset-backed securities. Therefore, there is the possibility that recoveries
on repossessed collateral may not, in some cases, be available to support
payments on those securities. In addition, various state and federal laws give
the motor vehicle owner the right to assert against the holder of the owner's
obligation certain defenses such owner would have against the seller of the
motor vehicle. The assertion of such defenses could reduce payments on the
related asset-backed securities. Insofar as credit card receivables are
concerned, credit card holders are entitled to the protection of a number of
state and federal consumer credit laws, many of which give such holders the
right to set off certain amounts against balances owed on the credit card,
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thereby reducing the amounts paid on such receivables. In addition, unlike most
other asset-backed securities, credit card receivables are unsecured obligations
of the cardholder.
IV. Description of U.S. Government Securities and Certain Other Securities
The term "U.S. Government securities" refers to a variety of securities
which are issued or guaranteed by the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government.
U.S. Treasury securities are backed by the "full faith and credit" of
the United States. Securities issued or guaranteed by Federal agencies and U.S.
Government sponsored enterprises or instrumentalities may or may not be backed
by the full faith and credit of the United States. In the case of securities not
backed by the full faith and credit of the United States, an investor must look
principally to the agency, enterprise or instrumentality issuing or guaranteeing
the obligation for ultimate repayment, and may not be able to assert a claim
against the United States itself in the event the agency, enterprise or
instrumentality does not meet its commitment. Agencies which are backed by the
full faith and credit of the United States include the Export Import Bank,
Farmers Home Administration, Federal Financing Bank and others. Certain
agencies, enterprises and instrumentalities, such as the Government National
Mortgage Association are, in effect, backed by the full faith and credit of the
United States through provisions in their charters that they may make
"indefinite and unlimited" drawings on the Treasury, if needed to service its
debt. Debt from certain other agencies, enterprises and instrumentalities,
including the Federal Home Loan Bank and Federal National Mortgage Association,
are not guaranteed by the United States, but those institutions are protected by
the discretionary authority for the U.S. Treasury to purchase certain amounts of
their securities to assist the institution in meeting its debt obligations.
Finally, other agencies, enterprises and instrumentalities, such as the Farm
Credit System and the Federal Home Loan Mortgage Corporation, are federally
chartered institutions under Government supervision, but their debt securities
are backed only by the creditworthiness of those institutions, not the U.S.
Government.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration and The Tennessee Valley Authority.
An instrumentality of the U.S. Government is a Government agency
organized under Federal charter with Government supervision. Instrumentalities
issuing or guaranteeing securities include, among others, Overseas Private
Investment Corporation, Federal Home Loan Banks, the Federal Land Banks, Central
Bank for Cooperatives, Federal Intermediate Credit Banks and the Federal
National Mortgage Association.
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International institutions that issue securities which the Core Fixed
Income Portfolio may purchase include the Asian Development Bank, Inter-American
Development Bank and the International Bank for Reconstruction and Development
(the "World Bank").
V. Description of Municipal Obligations
Municipal Obligations generally include debt obligations issued by
states and their political subdivisions, and duly constituted authorities and
corporations, to obtain funds to construct, repair or improve various public
facilities such as airports, bridges, highways, hospitals, housing, schools,
streets and water and sewer works. Municipal Obligations may also be issued to
refinance outstanding obligations as well as to obtain funds for general
operating expenses and for loan to other public institutions and facilities.
Industrial revenue bonds in most cases are revenue bonds and generally
do not have the pledge of the credit of the issuer. The payment of the principal
and interest on such industrial revenue bonds is dependent solely on the ability
of the user of the facilities financed by the bonds to meet its financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment. Short-term municipal obligations issued by states,
cities, municipalities or municipal agencies, include Tax Anticipation Notes,
Revenue Anticipation Notes, Bond Anticipation Notes, Construction Loan Notes and
Short-Term Discount Notes. Project Notes are instruments guaranteed by the
Department of Housing and Urban Development but issued by a state or local
housing agency. While the issuing agency has the primary obligation on Project
Notes, they are also secured by the full faith and credit of the United States.
Note obligations with demand or put options may have a stated maturity
in excess of 13 months, but permit any holder to demand payment of principal
plus accrued interest upon a specified number of days' notice. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks. The issuer of such notes normally has a
corresponding right, after a given period, to repay in its discretion the
outstanding principal of the note plus accrued interest upon a specific number
of days' notice to the bondholders. The interest rate on a demand note may be
based upon a known lending rate, such as a bank's prime rate, and be adjusted
when such rate changes, or the interest rate on a demand note may be a market
rate that is adjusted at specified intervals. The demand notes in which the
Tax-Exempt Cash Portfolio will invest are payable on not more than thirteen
months notice.
The yields of Municipal Obligations depend on, among other things,
general money market conditions, conditions in the Municipal Obligation market,
the size of a particular offering, the maturity of the obligation, and the
rating of the issue. The ratings of Moody's and S&P represent their opinions of
the quality of the Municipal Obligations rated by them. It should be emphasized
that such ratings are general and are not absolute standards of quality.
Consequently, Municipal Obligations with the same maturity, coupon and rating
may have different yields, while Municipal Obligations of the same maturity and
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coupon, but with different ratings may have the same yield. It will be the
responsibility of the Advisor to appraise independently the fundamental quality
of the bonds held by the Tax-Exempt Cash Portfolio.
Municipal Obligations are sometimes purchased on a "when issued" basis,
which means the buyer has committed to purchase certain specified securities at
an agreed upon price when they are issued. The period between commitment date
and issuance date can be a month or more. It is possible that the securities
will never be issued and the commitment cancelled.
From time to time proposals have been introduced before Congress to
restrict or eliminate the Federal income tax exemption for interest on Municipal
Obligations. Similar proposals may be introduced in the future. If any such
proposal were enacted, it might restrict or eliminate the ability of the
Tax-Exempt Cash, Muni Intermediate and New Jersey Muni Portfolios to achieve
their investment objectives. In that event the Funds' Board members and officers
would reevaluate the Tax-Exempt Cash, Muni Intermediate and New Jersey Muni
Portfolios' investment objectives and policies and consider recommending to
their shareholders changes in such objectives and policies.
VI. Foreign Investments
Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Because the stocks of foreign companies are frequently
denominated in foreign currencies, and because the Tax Managed Equity,
International, Small Capitalization Equity, Large Cap Value, Institutional
International, Emerging Markets and Global Equity Portfolios may temporarily
hold uninvested reserves in bank deposits in foreign currencies, these
Portfolios may be affected favorably or unfavorably by changes in currency rates
and in exchange control regulations, and may incur costs in connection with
conversions between various currencies. The investment policies of the
International, Institutional International, Emerging Markets and Global Equity
Portfolios permit the Portfolios to enter into forward foreign currency exchange
contracts in order to hedge the Portfolio's holdings and commitments against
changes in the level of future currency rates. Such contracts involve an
obligation to purchase or sell a specific currency at a future date at a price
set at the time of the contract.
As foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards and they may have policies that are
not comparable to those of domestic companies, there may be less information
available about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, there is the possibility of
expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in foreign
countries.
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Although the Tax Managed Equity, International, Small Capitalization
Equity, Large Cap Value, Institutional International, Emerging Markets and
Global Equity Portfolios will endeavor to achieve most favorable execution costs
in its portfolio transactions, commissions on many foreign stock exchanges are
generally higher than negotiated commissions on U.S. exchanges.
Certain foreign governments levy withholding taxes on dividend and
interest income. Although in some countries a portion of these taxes are
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received from the foreign companies comprising the Tax Managed
Equity, International, Small Capitalization Equity, Large Cap Value,
Institutional International, Emerging Markets and Global Equity Portfolios.
VII. Options
The Tax Managed Equity Portfolio's writing and purchase of options is a
highly specialized activity which involves investment analysis and risks that
are different from those associated with ordinary portfolio securities
transactions.
Purchasing options to attempt to increase return through their price
appreciation involves the risk of loss of option premium if the Advisor is
incorrect in its expectation of the direction or magnitude of the change in
securities prices. Writing options to seek to increase income in the Portfolio
involves the risk of net loss (after receiving the option premium) if the
Advisor is incorrect in its expectation of the direction or magnitude of the
change in securities prices. The successful use of options for hedging purposes
also depends in part on the degree of correlation between the option and a
security or index of securities. If the Advisor is incorrect in its expectation
of changes in securities prices or its estimation of the correlation between the
option and a security index, the investment performance of the Portfolio will be
less favorable than it would have been in the absence of such options
transactions. The use of options may increase the Portfolio's portfolio turnover
rate. Higher rates of turnover may result in increased brokerage commissions,
and could increase the amount of income received by the Portfolio that
constitutes taxable capital gains. To the extent capital gains are realized,
distributions from those gains may be ordinary income for federal tax purposes.
Additionally, there is no assurance that a liquid secondary market on
an options exchange will exist for any particular exchange-traded option or
option traded over-the-counter at any particular time. If the Portfolio is
unable to effect a closing purchase transaction with respect to covered options
it has written, the Portfolio will not be able to sell the underlying securities
or dispose of segregated assets until the options expire or are exercised.
Similarly, if the Portfolio is unable to effect a closing sale transaction with
respect to options it has purchased, it will have to exercise the options in
order to realize any profit and will incur transaction costs upon the purchase
or sale of the underlying securities.
Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening or closing
A-10
<PAGE>
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or (v) one or more exchanges
could, for economic or other reasons, decide or be compelled at some future date
to discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that exchange (or in that class
or series of options) would cease to exist, although outstanding options on that
exchange that had been issued by the Options Clearing Corporation as a result of
trades on that exchange would continue to be exercisable in accordance with
their terms.
The Portfolio may purchase and sell both options that are traded on
U.S. exchanges and options traded over-the-counter with broker-dealers who make
markets in these options. The ability to terminate over-the-counter options is
more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. Until such time as the staff of the SEC changes its position, the
Portfolio will treat purchased over-the-counter options and all assets used to
cover written over-the-counter options as illiquid securities.
A-11
<PAGE>
THE GLENMEDE FUND, INC.
-----------------------
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Articles of Amendment and Restatement
dated October 12, 1988 are incorporated
herein by reference to Exhibit 1(a) to
Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form
N-1A (Nos. 33-22884/811-5577) filed with the
SEC on December 29, 1995 ("PEA #17").
(2) Articles Supplementary dated August 16, 1989
to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(b) to PEA #17.
(3) Articles Supplementary dated February 28,
1991 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(c) to PEA #17.
(4) Articles Supplementary dated March 3, 1992
to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(d) to PEA #17.
(5) Articles Supplementary dated June 2, 1992 to
Articles of Incorporation are incorporated
herein by reference to Exhibit 1(e) to PEA
#17.
(6) Articles Supplementary dated September 30,
1994 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(f) to PEA #17.
(7) Articles Supplementary dated December 30,
1994 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(g) to PEA #17.
(8) Articles Supplementary dated February 26,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(h) to Post-Effective Amendment No. 21 to
the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) as filed
with the SEC on June 7, 1997 ("PEA #21").
(9) Articles Supplementary dated September 24,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(i) to Post-Effective Amendment No. 24 to
the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) filed
with the SEC on October 31, 1997 ("PEA
#24").
<PAGE>
(10) Articles of Amendment dated September 24,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(i) to PEA #24.
(11) Articles of Amendment dated September 24,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(k) to PEA #24.
(12) Articles Supplementary dated September 26,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(l) to PEA #24.
(13) Articles of Amendment dated December 23,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(m) to Post-Effective Amendment No. 26 to
the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) filed
with the SEC on March 2, 1998 ("PEA #26").
(14) Articles Supplementary dated December 23,
1997 to Articles of Incorporation are
incorporated herein by reference to Exhibit
1(n) to PEA #26.
(15) Articles of Amendment dated August 20, 1998
to the Articles of Incorporation.
(b) By-Laws of Registrant are incorporated herein by
reference to Exhibit 2 to PEA #17.
(c) See: Article Fifth, Articles of Amendment and
Restatement dated October 12, 1988 which are
incorporated herein by reference to Exhibit 1(a) to
PEA #17; Articles Supplementary dated August 16, 1989
to Articles of Incorporation which are incorporated
herein by reference to Exhibit 1(b) to PEA #17;
Articles Supplementary dated February 28, 1991 to
Articles of Incorporation which are incorporated
herein by reference to Exhibit 1(c) to PEA #17;
Articles Supplementary dated March 3, 1992 to
Articles of Incorporation which are incorporated
herein by reference to Exhibit 1(d) to PEA #17;
Articles Supplementary dated June 2, 1992 to Articles
of Incorporation which are incorporated herein by
reference to Exhibit 1(e) to PEA #17; Articles
Supplementary dated September 30, 1994 to Articles of
Incorporation which are incorporated herein by
reference to Exhibit 1(f) to PEA #17; Articles
Supplementary dated December 30, 1994 to Articles of
Incorporation which are incorporated by reference to
Exhibit 1(g) to PEA #17; Articles Supplementary dated
September 24, 1997 to Articles of Incorporation which
are incorporated herein by reference to Exhibit 1(i)
to PEA #24; Articles Supplementary dated September
26, 1997 to Articles of Incorporation which are
incorporated herein by reference to
-2-
<PAGE>
Exhibit 1(l) to PEA #24; Articles Supplementary
dated December 23, 1997 to Articles of Incorporation
which are incorporated herein by reference as Exhibit
1(n) to PEA #26; and Sections (7) and (11) of Article
II, Article VII and Section (3) of Article VIII of
Registrant's By-Laws which are incorporated herein by
reference to Exhibit 2 to PEA #17.
(d) (1) Investment Advisory Agreement between Registrant
and The Glenmede Trust Company dated October 25,
1988 is incorporated herein by reference to
Exhibit 5(a) to PEA #17.
(2) Investment Advisory Agreement between Registrant
and The Glenmede Trust Company dated July 31,
1992 is incorporated herein by reference to
Exhibit 5(b) to PEA #17.
(3) Amendment No. 1, dated September 13, 1994, to
Investment Advisory Agreement between Registrant
and The Glenmede Trust Company is incorporated
herein by reference to Exhibit 5(c) to PEA #17.
(4) Supplement dated November 1, 1992, to Investment
Advisory Agreement between Registrant and The
Glenmede Trust Company, relating to the
International Fixed Income and Large Cap Value
(formerly, the Model Equity Portfolio) Portfolios
is incorporated herein by reference to Exhibit
5(d) to PEA #17.
(5) Investment Advisory Agreement between Registrant
and The Glenmede Trust Company relating to the
Emerging Markets Portfolio dated December 12,
1994 is incorporated herein by reference to
Exhibit 5(e) to PEA #17.
(6) Sub-Investment Advisory Agreement among the
Registrant, The Glenmede Trust Company and Pictet
International Management Limited relating to the
Emerging Markets Portfolio dated December 12,
1994 is incorporated herein by reference to
Exhibit 5(f) to PEA #17.
(7) Amendment No. 1, dated December 12, 1994, to the
Investment Advisory Agreement for the Emerging
Markets Portfolio between the Registrant and the
Glenmede Trust Company is incorporated herein by
reference to Exhibit 5(g) to Post-Effective
Amendment No. 18 to the Registrant's Registration
Statement on Form N-1A (Nos. 33-22884/811-5577)
as filed with the SEC on February 27, 1996 ("PEA
#18").
(8) Amendment No. 1, dated September 11, 1996, to the
Investment Advisory Agreement for the Emerging
Markets Portfolio between Registrant and the
Glenmede Trust Company is incorporated herein by
reference to Exhibit 5(h) to PEA #21.
-3-
<PAGE>
(9) Amendment No. 1, dated September 11, 1996, to the
Sub-Investment Advisory Agreement among the
Registrant, The Glenmede Trust Company and Pictet
International Management Limited relating to the
Emerging Markets Portfolio is incorporated herein
by reference to Exhibit 5(i) to PEA #21.
(10) Investment Advisory Agreement between the
Registrant and The Glenmede Trust Company
relating to the Small Capitalization Equity
Portfolio.
(11) Investment Advisory Agreement between the
Registrant and The Glenmede Trust Company
relating to the Global Equity Portfolio dated
September 16, 1997 is incorporated herein by
reference to Exhibit 5(k) to PEA #26.
(e) Distribution Agreement dated September 10, 1997,
between Registrant and ICC Distributors, Inc. is
incorporated herein by reference to Exhibit 6 to PEA
#24.
(f) Not Applicable.
(g) (1) Custody Agreement dated December 13, 1994, as
amended and restated May 1, 1995 between
Registrant and The Chase Manhattan Bank, N.A. is
incorporated herein by reference to Exhibit 8(a)
to PEA #17.
(2) Amendment dated May 1, 1995 to Custody Agreement
between Registrant and The Chase Manhattan Bank,
N.A. dated May 1, 1995 is incorporated herein by
reference to Exhibit 8(b) to PEA #17.
(h) (1) Master Services Agreement between Registrant and
Investment Company Capital Corp. dated July 1,
1995 is incorporated herein by reference to
Exhibit 9(a) to PEA #17.
(2) Form of Amended Fee Schedule to the Master
Services Agreement is incorporated herein by
reference to Exhibit 9(b) to PEA #21.
(3) Amended and Restated Shareholder Servicing Plan is
incorporated herein by reference to Exhibit 9(c)
to PEA #24.
(4) Form of Amended and Restated Shareholder Servicing
Agreement is incorporated herein by reference to
Exhibit 9(d) to PEA #24.
(i) Opinion of Counsel as to Legality of Securities Being
Registered is incorporated herein by reference to
Post-Effective Amendment No. 25 to the Registrant's
Registration Statement on Form N-1A (Nos.
33-22884/811-5577) as filed with the SEC on December
30, 1997 ("PEA #25").
-4-
<PAGE>
(j) (1) Consent of Drinker Biddle & Reath LLP.
(k) Not Applicable.
(l) (1) Purchase Agreement between the Registrant and The
Glenmede Trust Company relating to the Emerging
Markets Portfolio dated December 12, 1994 is
incorporated by reference to Exhibit 13(d) to PEA
#17.
(2) Purchase Agreement between the Registrant and The
Glenmede Trust Company relating to the Global
Equity Portfolio dated September 16, 1997 is
incorporated herein by reference to Exhibit 13(b)
to PEA #26.
(m) Not Applicable.
(n) Financial Data Schedules will be filed by amendment.
(o) Amended and Restated Plan Pursuant to Rule 18f-3 for
Operation of a Multi-Class System dated October 24,
1997 is incorporated herein by reference to Exhibit
18 to PEA #24.
Item 24. Persons Controlled by or Under Common Control with
Registrant
Registrant is not controlled by or under
common control with any person. Registrant is
controlled by its Board of Directors.
Item 25. Indemnification
Reference is made to Article Ten of the
Registrant's Amended and Restated Article of
Incorporation, incorporated herein by reference to
Exhibit 1. Insofar as indemnification for liability
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of
the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to
court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
-5-
<PAGE>
Item 26. Business and Other Connections of Investment Advisor
(a) The Glenmede Trust Company
Reference is made to the caption of "Investment
Advisor" in the Prospectuses in Part A of this
Registration Statement and "Investment Advisory and
Other Services" in Part B of this Registration
Statement.
Set forth below is a list of all of the directors,
senior officers and those officers primarily
responsible for Registrant's affairs and, with
respect to each such person, the name and business
address of the Company (if any) with which such
person has been connected at any time since October
31, 1996, as well as the capacity in which such
person was connected.
<TABLE>
<CAPTION>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
----------------------- ---------------- -------------
<S> <C> <C>
Susan W. Catherwood Trustee Board of Chairman
the Medical Center
of the University
of Pennsylvania
PECO Energy Board Member
University of Pennsylvania Vice Chairman,
Board of Trustees
The World Affairs Council Board Member
of Philadelphia
Monell Chemical Senses Director
Center
The Christopher Ludwick Foundation Vice Chairman,
Member,
Board of Managers
Executive Service Corps Vice Chairman,
of the Delaware Valley Board of Directors
Montessori Genesis II Advisory Board
Member
United Way of Southeastern Director
Pennsylvania
Phoenixville Chairman,
Hospital Board of
Trustees
Phoenixville Board
Healthcare Member
Foundation
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
----------------------- ---------------- -------------
<S> <C> <C>
Richard F. Pew North Ridge Owner/Operator
Ranches, Montana
and Wyoming
Yellowstone Center Board Member
for Mountain Environments
Mountain Research Center, Director
Montana State University
Teton Science School; Director
Kelly Wyoming
Thomas W. Langfitt, M.D. Management Department, Senior Fellow
The Wharton School of
the University of
Pennsylvania
New York Life Insurance Board Member
Company
Committee on Automotive Chairman
Safety, General Motors
Corporation
University of Pennsylvania Board Member
Medical Center Trustee
Board
Institute of Medicine Member
of the National Academy
of Sciences
Sun Company Former Board
Member
SmithKline Beecham Former Board
Corporation Member
Princeton University Former Member,
Board of Trustees
Harvard Medical Former Member,
Board of Overseers
The American Philosophical Member
Society
Greater Philadelphia Urban Board Member
Affairs Coalition
</TABLE>
-7-
<PAGE>
<TABLE>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
----------------------- ---------------- -------------
<S> <C> <C>
The Philadelphia Public Board Member
School/Business Partnership
for Reform Governing Board
Secretary's Advisory Board Member
Committee on Infant
Mortality, Department of
Health and Human Services
Community College of Director
Philadelphia
National Museum of Trustee
American History -
Smithsonian
Institution
Arthur E. Pew, III Burlington Northern Retired Director
Railroad of Administration,
Purchasing &
Material Management
Department
Minnesota Transportation Board Member
Museum
Museum of Transportation Chairman of the
Development Corporation, Board
St. Paul
Manitow Island Association Board Member
(White Bear, Minnesota)
Osceola and St. Croix Board Member
Valley Railway (Osceola,
Wisconsin)
J. Howard Pew, II None None
J.N. Pew, III None None
J.N. Pew, IV, M.D. Private Practice None
of Internal Medicine
Flying Hills Self Storage, President
Inc.
American Red Cross, Director
Berks County
Alvernia College Trustee
French and Pickering Creek Director
Conservation Trust, Inc.
R. Anderson Pew Radnor Corp., a Sun Retired Chief
Company subsidiary Executive Officer
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
----------------------- ---------------- -------------
<S> <C> <C>
Bryn Mawr College Vice Chairman, Board of Trustees
Children's Hospital of Vice Chairman of
Philadelphia the Board of
Trustees
Massachusetts Institute Member, Corporation
of Technology - Visiting Committee for
the Department of
Brain and Cognitive Sciences
The Jackson Laboratory Board Member/Trustee
Curtis Institute of Trustee
Music, Philadelphia
AOPA (a private pilot's Chairman of the Board
association)
AOPA Chairman of the Board
Air Safety of Trustees
Foundation
Academy of Music Board Member
Philadelphia Inc. ACM Committee
Ethel Benson Wister Academy of Music Committee Member
Philadelphia, Inc.
Peoples' Light and Theater Honorary Board
Company Member
Concerto Soloists Orchestra Arts Award 1997
Recipient
</TABLE>
(b) Sub-Investment Advisor - Pictet International Management
Limited
Pictet International Management Limited (the "Sub-Advisor") is
an affiliate of Pictet & Cie (the "Bank"), a Swiss private bank, which was
founded in 1805. The Bank manages the accounts for institutional and private
clients and is owned by seven partners. The Sub-Advisor, established in 1980,
manages the investment needs of clients seeking to invest in the international
fixed revenue and equity markets.
The list required by this Item 28 of officers and directors of
Pictet International Management Limited, together with the information as to any
other business, profession, vocation or employment of a substantial nature
engaged in by such officers and directors during the past two years, is
incorporated by reference to Schedules A and D of Form ADV filed by Pictet
International Management Limited pursuant to the Investment Advisers Act of 1940
(SEC File No. 801-15143).
-9-
<PAGE>
Item 27. Principal Underwriters
(a) In addition to The Glenmede Fund, Inc., ICC Distributors,
Inc. ("ICC Distributors") currently acts as distributor for The Glenmede
Portfolios, Total Return U.S. Treasury Fund, Inc., Managed Municipal Fund, Inc.
and North American Government Bond Fund, Inc. ICC Distributors is registered
with the Securities and Exchange Commission as a broker-dealer and is a member
of the National Association of Securities Dealers.
(b)
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address with Principal Underwriter with Registrant
- ------------------ -------------------------- ---------------
<S> <C> <C>
John Y. Keffer President None
Sara M. Morris Treasurer None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Margaret J. Fenderson Assistant Treasurer None
Dana L. Lukens Assistant Secretary None
Nanette K. Chern Chief Compliance Officer None
</TABLE>
(c) Not Applicable.
<PAGE>
Item 28. Location of Accounts and Records
All accounts, books and other documents required to
be maintained by Section 31(a) of the Investment Company Act
of 1940 and the Rules thereunder will be maintained at the
offices of:
(1) The Glenmede Trust Company
One Liberty Place
1650 Market Street, Suite 1200
Philadelphia, Pennsylvania 19103
(records relating to its function as investment
advisor)
(2) Pictet International Management Limited Cutlers
Garden 5 Devonshire Square London, United Kingdom
EC2M 4LD (records relating to its function as
sub-investment advisor of Emerging Market Portfolio)
-10-
<PAGE>
(3) The Chase Manhattan Bank, N.A. One Chase Manhattan
Plaza New York, New York 10081 (records relating to
its function as custodian)
(4) Investment Company Capital Corp.
One South Street
Baltimore, Maryland 21202
(records relating to its functions as
administrator, transfer agent and dividend
disbursing agent)
(5) ICC Distributors, Inc.
P.O. Box 7558
Portland, Maine 04101
(records relating to its functions as distributor)
(6) Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Registrant's minute books)
Item 29. Management Services
Not applicable.
Item 30. Undertakings.
(a) Registrant undertakes to comply with the provisions
of Section 16(c) of the 1940 Act in regard to
shareholders' rights to call a meeting of
shareholders for the purpose of voting on the removal
of directors and to assist in shareholder
communications in such matters, to the extent
required by law. Specifically, the Registrant will,
if requested to do so by the holders of at least 10%
of the Registrant's outstanding shares, call a
meeting of shareholders for the purpose of voting
upon the question of the removal of directors, and
the Registrant will assist in shareholder
communications as required by Section 16(c) of the
Act.
(b) Registrant undertakes to furnish to each person to
whom a prospectus is delivered, a copy of
Registrant's latest annual report to shareholders,
upon request and without charge.
-11-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 27 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Philadelphia, and Commonwealth of Pennsylvania on the 23rd day of December,
1998.
THE GLENMEDE FUND, INC.
By /s/ Mary Ann B. Wirts
-----------------------
Mary Ann B. Wirts
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 27 to the Registration Statement of The
Glenmede Fund, Inc. has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* John W. Church Chairman December 23, 1998
- -------------------------------
John W. Church, Jr.
/s/ Mary Ann B. Wirts
- ------------------------------- President and December 23, 1998
Mary Ann B. Wirts Chief Executive
Officer
* H. Franklin Allen Director December 23, 1998
- -------------------------------
H. Franklin Allen, Ph.D.
* Willard S. Boothby Director December 23, 1998
- -------------------------------
Willard S. Boothby, Jr.
* Francis J. Palamara Director December 23, 1998
- -------------------------------
Francis J. Palamara
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
* G. Thompson Pew, Jr. Director December 23, 1998
- -------------------------------
G. Thompson Pew, Jr.
/s/ Joseph A. Finelli
- ------------------------------- Treasurer December 23, 1998
Joseph A. Finelli
</TABLE>
*By:/s/ Michael P. Malloy
-----------------------------------
Michael P. Malloy, Attorney-in-fact
-13-
<PAGE>
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
Power of Attorney
I hereby appoint John W. Church, Jr., Michael P. Malloy or Mary Ann B.
Wirts attorney for me, with full power of substitution, and in my name and on my
behalf as a director or trustee to sign any Registration Statement or Amendment
thereto of THE GLENMEDE FUND, INC. and/or THE GLENMEDE PORTFOLIOS to be filed
with the Securities and Exchange Commission under the Securities Act of 1933
and/or the Investment Company Act of 1940 and generally to do and perform all
things necessary to be done in that connection.
I have signed this Power of Attorney on December 9, 1997.
/s/ John W. Church, Jr.
-----------------------------------
John W. Church, Jr.
<PAGE>
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
Power of Attorney
I hereby appoint John W. Church, Jr., Michael P. Malloy or Mary Ann B.
Wirts attorney for me, with full power of substitution, and in my name and on my
behalf as a director or trustee to sign any Registration Statement or Amendment
thereto of THE GLENMEDE FUND, INC. and/or THE GLENMEDE PORTFOLIOS to be filed
with the Securities and Exchange Commission under the Securities Act of 1933
and/or the Investment Company Act of 1940 and generally to do and perform all
things necessary to be done in that connection.
I have signed this Power of Attorney on December 9, 1997.
/s/ H. Franklin Allen, Ph.D
-------------------------------
H. Franklin Allen, Ph.D
<PAGE>
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
Power of Attorney
I hereby appoint John W. Church, Jr., Michael P. Malloy or Mary Ann B.
Wirts attorney for me, with full power of substitution, and in my name and on my
behalf as a director or trustee to sign any Registration Statement or Amendment
thereto of THE GLENMEDE FUND, INC. and/or THE GLENMEDE PORTFOLIOS to be filed
with the Securities and Exchange Commission under the Securities Act of 1933
and/or the Investment Company Act of 1940 and generally to do and perform all
things necessary to be done in that connection.
I have signed this Power of Attorney on December 9, 1997.
/s/ Willard S. Boothby, Jr.
----------------------------
Willard S. Boothby, Jr.
<PAGE>
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
Power of Attorney
I hereby appoint John W. Church, Jr., Michael P. Malloy or Mary Ann B.
Wirts attorney for me, with full power of substitution, and in my name and on my
behalf as a director or trustee to sign any Registration Statement or Amendment
thereto of THE GLENMEDE FUND, INC. and/or THE GLENMEDE PORTFOLIOS to be filed
with the Securities and Exchange Commission under the Securities Act of 1933
and/or the Investment Company Act of 1940 and generally to do and perform all
things necessary to be done in that connection.
I have signed this Power of Attorney on December 9, 1997.
/s/ Francis J. Palamara
----------------------------
Francis J. Palamara
<PAGE>
THE GLENMEDE FUND, INC.
THE GLENMEDE PORTFOLIOS
Power of Attorney
I hereby appoint Michael P. Malloy or Mary Ann B. Wirts attorney for
me, with full power of substitution, and in my name and on my behalf as the
Chairman and a director or trustee to sign any Registration Statement or
Amendment thereto of THE GLENMEDE FUND, INC. and/or THE GLENMEDE PORTFOLIOS to
be filed with the Securities and Exchange Commission under the Securities Act of
1933 and/or the Investment Company Act of 1940 and generally to do and perform
all things necessary to be done in that connection.
I have signed this Power of Attorney on December 9, 1997.
/s/ G. Thompson Pew, Jr.
----------------------------
G. Thompson Pew, Jr.
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
(a) 15. Articles of Amendment dated August 20, 1998
to Articles of Incorporation.
(d) (10) Investment Advisory Agreement between the
Registrant and The Glenmede Trust Company
relating to the Small Capitalization Equity
Portfolio.
(j) (1) Consent of Drinker Biddle & Reath LLP.
-14-
<PAGE>
THE GLENMEDE FUND, INC.
ARTICLES OF AMENDMENT TO
ARTICLES OF AMENDMENT AND RESTATEMENT
THE GLENMEDE FUND, INC., a Maryland corporation having its
principal office in Baltimore City, Maryland ("Glenmede Fund"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
FIRST: In accordance with the requirements of Section 2-605 of
the Maryland General Corporation Law, the Board of Directors of Glenmede Fund,
pursuant to resolutions approved at a regular meeting of the Board of Directors
held on June 9, 1998, has amended the Charter of Glenmede Fund, as previously
amended and restated, as follows:
RESOLVED, that effective upon making any necessary filing with
the Maryland Department of Assessments and Taxation, the Charter of Glenmede
Fund be, and hereby is, amended to rename the authorized issued and unissued
shares of Glenmede Fund classified as the "Equity Portfolio" to shares of the
"Tax Managed Equity Portfolio" of Glenmede Fund.
SECOND: The foregoing amendment to the Charter has been duly
approved by a majority of the entire Board of Directors of Glenmede Fund. The
amendment is limited to a change expressly permitted to be made without action
of the stockholders under Section 2-605(a)(4) of the Maryland General
Corporation Law and Glenmede Fund is registered as an open-end company under the
Investment Company Act of 1940.
IN WITNESS WHEREOF, The Glenmede Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf as of this 18th
day of August, 1998.
Attest: THE GLENMEDE FUND, INC.
/s/Michael P. Malloy /s/Mary Ann B. Wirts
- --------------------------- ---------------------------
Michael P. Malloy Mary Ann B. Wirts
Secretary President
<PAGE>
THE UNDERSIGNED, President of The Glenmede Fund, Inc.
("Glenmede Fund"), who executed on behalf of said Glenmede Fund the foregoing
Articles of Amendment to the Articles of Incorporation, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Glenmede Fund, the foregoing Articles of Amendment to the Articles of
Amendment and Restatement to be the corporate act of said Glenmede Fund and
further certifies that, to the best of her knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/Mary Ann B. Wirts
---------------------------
Mary Ann B. Wirts
President
<PAGE>
INVESTMENT ADVISORY AGREEMENT
Agreement made this 1st day of January, 1998 by and between The
Glenmede Fund, Inc., a Maryland corporation (the "Company"), and The Glenmede
Trust Company, a Pennsylvania corporation (the "Adviser").
1. Duties of Adviser. The Company hereby appoints the Adviser to act as
investment adviser to its Small Capitalization Equity Portfolio (the
"Portfolio") for the period and on such terms set forth in this Agreement. The
Company employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Company with records concerning the Adviser's
activities which the Company is required to maintain, and to render regular
reports to the Company's officers and Board of Directors concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Directors of the Company and in compliance with the objective,
policies and limitations set forth in the Portfolio's prospectus and applicable
laws and regulations. The Adviser accepts such employment and agrees to render
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the services and to provide, at its own expense, the office space, furnishings
and equipment and the personnel required by it to perform the services on the
terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers that will execute the purchases and sales of securities for the
Portfolio and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Subject to
policies established by the Board of Directors of the Company, the Adviser may
also be authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Company and other
accounts as to which the Adviser exercises investment discretion. The execution
of such transactions shall not be deemed to represent an unlawful act or breach
of any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Company such information
relating to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services provided and the
expenses assumed pursuant to this Agreement, effective as of the date hereof,
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the Portfolio will pay the Adviser and the Adviser will accept as full
compensation therefor, a fee computed daily and paid monthly (in arrears), at an
annual rate of .55% of the average daily net assets held in the Portfolio.
If in any fiscal year the aggregate expenses of the Portfolio
exceed the expense limitations of any state having jurisdiction over the
Portfolio, the Adviser will reimburse the Portfolio for such excess expenses.
The obligation of the Adviser to reimburse the Portfolio hereunder is limited in
any fiscal year to the amount of its fee hereunder for such fiscal year,
provided however, that notwithstanding the foregoing, the Adviser shall
reimburse the Portfolio for such excess expenses regardless of the amount of
fees paid to it during such fiscal year to the extent that the securities
regulations of any state having jurisdiction over the Portfolio so requires.
Such expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
4. Other Services. At the request of the Company, the Adviser in its
discretion may make available to the Company office facilities, equipment, and
other services. Such office facilities, equipment, and services shall be
provided for or rendered by the Adviser and billed to the Company at the
Adviser's cost. The Adviser further agrees to assume the cost of printing and
mailing prospectuses to persons other than current shareholders of the Company
and the cost of any other activities primarily intended to result in the sale of
the Company's shares.
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5. Reports. The Company and the Adviser agree to furnish to
each other current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the
Company are not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Company are not
impaired thereby.
7. Liability of Adviser. In the absence of (i) wilful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and duties hereunder, (ii) reckless disregard by
the Adviser of its obligations and duties hereunder, or (iii) a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Company or to any shareholder of the Company, for any error or judgment,
mistake of law or any other act or omission in the course of, or connected with,
rendering services hereunder including without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
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8. Permissible Interests. Subject to and in accordance with the
Articles of Amendment and Restatement of the Company and the Articles of
Incorporation of the Adviser, Directors, officers, agents and shareholders of
the Company are or may be interested in the Adviser (or any successor thereof)
as Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Company
as Directors, officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Company as a shareholder or otherwise;
and that the effect of any such interrelationships shall be governed by said
Articles of Amendment and Restatement or Articles of Incorporation (as
applicable) and the provisions of the 1940 Act.
9. Corporate Name. The Company acknowledges that it has obtained its
corporate name by consent of the Adviser, which consent was given in reliance
and upon the provisions hereafter contained. The Company agrees that if the
Adviser should cease to be the investment adviser of the Company, the Company
will, upon written demand of the Adviser forthwith (a) for a period of two years
after such written demand, state in all prospectuses, advertising material,
letterheads and other material designed to be read by investors or prospective
investors, in a prominent position and in prominent type (as may be reasonably
approved by the Adviser), that The Glenmede Trust Company no longer serves as
the investment adviser of the Company, and (b) delete from its name the word
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"Glenmede" or any approximation thereof. The Company further agrees that the
Adviser may permit other persons, partnerships (general or limited),
associations, trusts, corporations or other incorporated or unincorporated
groups of persons, including without limitation any investment company or
companies of any type which may be initially sponsored or organized by the
Adviser in the future, to use the word "GLENMEDE" or any approximation thereof
as part of their names. As used in this section, "The Glenmede Trust Company"
and "Adviser" shall include any successor corporation, partnership, limited
partnership, trust or person.
10. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue until October 31, 1998 and
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Company who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the holders of the
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve the Portfolio in such capacity in the manner and to the extent
permitted by the Company's Board of Directors and the 1940 Act and Rules
thereunder. This Agreement may be terminated by the Company at any time, without
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the payment of any penalty, by vote of a majority of the entire Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time, without the payment of
any penalty, upon 90 days' written notice to the Company. This Agreement will
automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at any office of such party.
As used in this Section 10, the terms "assignment",
"interested persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
11. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which
it maintains for the Portfolio are the property of the Company and further
agrees to surrender promptly to the Company any of such records upon the
Company's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records which it maintains for
the Company and are required to be maintained by Rule 31a-1 under the 1940 Act.
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12. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
13. Amendment of Agreement. This Agreement may be amended by
mutual consent, subject to the applicable requirements of the 1940 Act.
14. Severability. If any provisions of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have caused this Agreement to be executed as of this 1st day of
January, 1998.
THE GLENMEDE FUND, INC.
/s/ Mary Ann B. Wirts
---------------------
By:Mary Ann B. Wirts
Title:President
THE GLENMEDE TRUST COMPANY
/s/ Andrew B. Williams
---------------------------
By:Andrew B. Williams
Title:Senior Vice President
<PAGE>
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the reference
to our Firm under the caption "Counsel" in the Prospectuses that are included in
Post-Effective Amendment No. 27 to the Registration Statement (No. 33-22884) on
Form N-1A under the Securities Act of 1933, as amended, and Post-Effective
Amendment No. 29 to the Registration Statement (No. 811-5577) on Form N-1A under
the Investment Company Act of 1940, as amended, of The Glenmede Fund, Inc. This
consent does not constitute a consent under section 7 of the Securities Act of
1933, and in consenting to the use of our name and the references to our Firm
under such caption we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said section 7 or the rules and regulations of the Securities and
Exchange Commission thereunder.
/s/ Drinker Biddle & Reath LLP
------------------------------
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
December 23, 1998
