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As filed with the Securities and Exchange Commission on October 15, 1999
Registration Nos. 33-22884
811-5577
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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. 29 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 31 |X|
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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
One Logan Square
18th & Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(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 February 28, 1999 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on (date) pursuant to paragraph (a)(i)
|X| 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.
The purpose of this Post-Effective Amendment is to register one new portfolio of
Registrant and its shares.
Title of Securities Being Registered: Shares of Common Stock
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THE GLENMEDE FUND, INC.
Prospectus
___________, 1999
Small Capitalization Growth Portfolio
Investment Advisor
The Glenmede Trust Company
Investment Sub-Advisors
Winslow Capital Management, Inc.
TCW Funds Management, Inc.
The Securities and Exchange Commission has not approved or disapproved the
Portfolio's securities or determined if this prospectus is accurate or complete.
It is a criminal offense to state otherwise.
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TABLE OF CONTENTS
RISK/RETURN SUMMARY.....................................................
INVESTMENTS.............................................................
PRICE OF PORTFOLIO SHARES...............................................
PURCHASE OF SHARES......................................................
REDEMPTION OF SHARES....................................................
ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF SHARES
OF THE PORTFOLIO.....................................................
DIVIDENDS AND DISTRIBUTIONS.............................................
TAXES ..................................................................
MANAGEMENT OF THE PORTFOLIO.............................................
GENERAL INFORMATION.....................................................
FINANCIAL HIGHLIGHTS....................................................
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RISK/RETURN SUMMARY
Investment Goal Long-term capital appreciation.
Principal Investments Common stocks of companies with small market
capitalizations.
Principal Investment Strategy The Fund uses a multi-manager approach
whereby, subject to the approval of the
Fund's Board of Directors, the investment
advisor selects sub-investment advisors to
manage allocated portions of the Portfolio's
assets.
Principal Risks of Common stocks may decline over short or even
Investing 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. Smaller companies tend to have
limited resources, product lines and market
share. As a result, their share prices tend
to fluctuate more than those of larger
companies. Their shares may also trade less
frequently and in limited volume, making them
potentially less liquid. The price of small
company stocks might fall regardless of
trends in the broader market.
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.
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Who may want to The Portfolio may be appropriate for
invest in the Portfolio 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 Since the Portfolio has not yet completed a
Performance Table full calendar year of operations, there is no
Bar Chart and Performance Table information
available.
Fees and Expenses of the This table describes the fees and expenses
Portfolio that you may pay if you buy and hold shares
of the Portfolio.
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Annual Portfolio Operating
Expenses
(expenses that are deducted from
Portfolio assets)
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Management Fees.................... .85%
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Other Expenses*.................... .32%
-----------------------------------------------------------
-----------------------------------------------------------
Total Annual Portfolio
Operating Expenses 1.17%
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* "Other Expenses" are based on estimated amounts for the current fiscal year.
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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
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$119 $372
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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
Growth Index. (This amount was $3.4 billion as of September 30, 1999.) The small
capitalization stocks that the Portfolio invests in are primarily growth stocks.
In general, small capitalization growth stocks offer strong revenue and earnings
potential, and accompanying capital growth, with less dividend income than small
capitalization value stocks. As further described in this Prospectus under the
heading "Management of the Portfolio," the investment advisor, The Glenmede
Trust Company (the "Advisor") selects one or more sub-investment advisors to
manage the Portfolio's assets, subject to the approval of the Fund's Board of
Directors. Winslow Capital Management, Inc. ("Winslow Capital") and TCW Funds
Management, Inc. ("TCW Funds Management") currently serve as sub-investment
advisors to allocated percentages of the Portfolio's assets (collectively, the
"Sub-Advisors" or individually, the "Sub-Advisor").
In managing its portion of the Portfolio, Winslow Capital attempts to
achieve the Portfolio's objective by generally selecting stocks of companies
that are within a certain market capitalization range, that have a history of
consistent growth, and which Winslow Capital believes have earnings growth
potential. Winslow Capital generally attempts to identify these stocks through
direct research and by working closely with experienced analysts. When selling a
portfolio security, Winslow Capital generally follows the same process of
fundamental research and will generally sell a security when the anticipated
fundamentals no longer support the current stock price.
In managing its portion of the Portfolio, TCW Funds Management attempts
to achieve the Portfolio's objective by generally selecting stocks of companies
that TCW Funds Management believes have the potential for surprising the
marketplace with sustained earnings growth above consensus estimates. TCW Funds
Management generally attempts to identify stocks by using a fundamental
company-by-company analysis together with technical and quantitative market
analysis and monitors portfolio holdings to respond
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to any significant change in valuation. Some of the factors TCW Funds Management
will generally consider in determining whether to sell a security include,
without limitation, changes in the price-to-earnings ratio and earnings.
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 Sub-Advisors evaluate 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 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, Sub-Advisors 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
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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, Sub-Advisors and administrator are taking steps to
address the Year 2000 Problem with respect to the computer systems that they use
and to ascertain 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. In addition, to the extent that the
operations of issuers of securities held by the Portfolio are impaired by the
Year 2000 Problem, or prices of securities held by the Portfolio decline as a
result of real or perceived problems relating to the Year 2000, the value of the
Portfolio's shares may be materially affected.
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
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 is $25,000; the minimum for
subsequent investment is $1,000. 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.
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.
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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 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.
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.
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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 on 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. 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 to you. This is known as "buying into a dividend."
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. Generally, this gain or loss
will be long-term or short-term depending on whether your holding period for the
shares exceeds twelve months. However, in the case of shares held six months or
less, any capital loss will be recharacterized as long-term capital loss to the
extent of capital gain dividends previously received on the shares.
The one major exception to these tax principles is that distributions
on, and sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will not be currently taxable.
The Portfolio's dividends that are paid to its corporate shareholders
and are attributable to qualifying dividends the Portfolio receives from U.S.
domestic corporations may be eligible, in the hands of the corporate
shareholders, for the corporate dividends-received deduction, subject to certain
holding period requirements and debt financing limitations.
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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. Shareholders who are nonresident aliens,
foreign trusts or estates, or foreign corporations or partnerships, may be
subject to different United States federal income tax treatment. 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.
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MANAGEMENT OF THE PORTFOLIO
Investment Advisor and Sub-Investment Advisors
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 June 30, 1999, the Advisor had over $15.5 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,
directly or through sub-advisors, manages the investment and reinvestment of the
assets of the Portfolio. Specifically, the Advisor continuously reviews,
supervises and administers the investment program of the Portfolio, determines
in its (or any selected sub-advisor's) discretion the investment decisions for
the Portfolio and the securities to be purchased or sold, and monitors the
services performed by the selected sub-advisors. For its services, the Advisor
is entitled to receive a management fee from the Portfolio at an annual rate of
.25% of the Portfolio's average daily net assets. Shareholders in the Portfolio
who are customers of other Institutions may pay fees to those Institutions.
Pursuant to the Investment Advisory Agreement, the Advisor serves as
investment advisor to the Portfolio using a multi-manager approach by which the
Advisor is permitted to select sub-advisors, subject to the approval of Glenmede
Fund's Board, and allocate the Portfolio's assets among them. When determining
how to allocate Portfolio assets among sub-advisors, the Advisor considers a
number of factors, including, without limitation, the sub-advisor's investment
style and performance record as well as the characteristics of the sub-advisor's
typical portfolio investments. The Advisor monitors the performance of each
sub-advisor and the Portfolio and, to the extent it deems appropriate to achieve
the Portfolio's investment objective, reallocates Portfolio assets among
individual sub-advisors. Bruce D. Simon, Chief Investment Officer of the High
Net Worth Division of the Advisor, is primarily responsible for evaluating the
performance of the sub-advisors. Mr. Simon has been employed by the Advisor as a
portfolio manager since 1994.
As of the date of this Prospectus, the assets of the Portfolio are
managed in part by Winslow Capital and in part by TCW Funds Management pursuant
to Sub-Investment Advisory Agreements entered into with the Advisor and the
Glenmede Fund. For its services, each Sub-Advisor is entitled to receive a
management fee from the Portfolio at an annual rate of .60% of the portion of
the Portfolio's average daily net assets allocated to that Sub-Advisor. Each
Sub-Advisor, subject to the control and supervision of the Advisor and the
Glenmede Fund's Board, and in conformance with the stated investment objectives
and policies of the Portfolio, performs sub-advisory and portfolio transaction
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services for the Portfolio. These services include managing the Portfolio's
holdings in accordance with the Portfolio's investment objective and policies,
making investment decisions concerning investments for the Portfolio, placing
purchase and sale orders for portfolio transactions and providing the Advisor
and the Board with records and regular reports concerning the discharge of its
responsibilities.
Winslow Capital is located at 4720 IDS Tower, 80 South Eighth Street,
Minneapolis, Minnesota 55402. Winslow Capital was founded in 1992 to manage a
limited number of growth equity accounts for corporations, endowments,
foundations, public funds and other institutions. The firm is 100% employee
owned and is a registered investment advisor. As of September 30, 1999, Winslow
Capital managed over $1.2 billion assets for 23 clients.
Winslow Capital employs a team approach to manage its allocated portion
of the Portfolio's assets; however, Joseph J. Docter is primarily responsible
for implementing the principal investment strategy. Since April 1997, Mr. Docter
has been a Managing Director at Winslow Capital. Before joining Winslow Capital,
Mr. Docter was a partner and equity manager at Baird Capital Management. He has
focused his efforts on smaller, rapidly growing companies. He spent 12 years as
an analyst and portfolio manager with Firstar Investment Research and Management
Company (FIRMCO) in Milwaukee, Wisconsin. At FIRMCO, he was responsible for the
start-up and portfolio management for the Emerging Growth product. He managed in
excess of $1.1 billion in individually managed institutional assets, mutual
funds and commingled trust funds. A Chartered Financial Analyst, Mr. Docter
graduated from the University of Wisconsin with a Masters in Business
Administration in 1984. He also received undergraduate degrees in Finance and
Economics from the University of Wisconsin.
TCW Funds Management is located at 865 S. Figueroa Street, Los Angeles,
California, 90017. It is a wholly-owned subsidiary of The TCW Group, Inc.
Established in 1971, TCW Group's direct and indirect subsidiaries provide a
variety of trust, investment management and investment advisory services. Mr.
Douglas Foreman, Mr. Christopher Ainley and Mr. Charles Larsen jointly manage
TCW Funds Management's portion of the Portfolio's assets. Prior to joining the
firm in 1994, Mr. Foreman spent eight years at Putnam Investment in Boston,
Massachusetts. Mr. Foreman spent his last five years at Putnam managing
institutional accounts and mutual funds for clients. A Chartered Financial
Analyst, Mr. Foreman graduated with distinction from the U.S. Naval Academy,
receiving a B.S. in Marine Engineering and an M.B.A. from Harvard University.
Prior to joining the firm in 1994, Mr. Ainley spent two years at Putnam
Investments as a Vice President and Analyst in the Equity Research Group and
then as a Portfolio Manager for the Core Equity Group. Previously, he was Vice
President, Equity Research Analyst for J.P. Morgan Investment Management, Tax
Supervisor for Coopers & Lybrand, and also served as Director of Programming for
the New England Council, Inc. Mr. Ainley received a B.A. from Tufts University
and an M.B.A. from Harvard University. Mr. Larson joined the firm in 1984,
having worked the previous 16 years for CIGNA Investment Management Company,
where he was Senior Vice President and Portfolio Manager. Mr. Larsen is a
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Chartered Financial Analyst and a Chartered Investment Counselor. He graduated
from Duke University with an A.B. in History and from Columbia Business School
with an M.B.A. in Finance.
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.
FINANCIAL HIGHLIGHTS
The Portfolio had not commenced investment operations as of
__________, 1999, therefore, no financial highlights information is available.
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Where to find more information
More Portfolio information is available to you upon request and without charge:
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 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
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THE GLENMEDE FUND, INC.
(800) 442-8299
SMALL CAPITALIZATION GROWTH PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
____________, 1999
This Statement of Additional Information is not a prospectus but should
be read in conjunction with The Glenmede Fund, Inc.'s ("Glenmede Fund")
Prospectus dated ____________, 1999 with respect to the Small Capitalization
Growth Portfolio, as amended or supplemented from time to time (the
"Prospectus"). No investment in shares of the Small Capitalization Growth
Portfolio should be made without first reading the Prospectus. This Statement of
Additional Information is incorporated by reference in its entirety into the
Prospectus. A copy of the Prospectus is available without charge, upon request,
by calling the Fund 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 Prospectus.
Table of Contents
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Page
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THE FUND ........................................................................................................1
INVESTMENT STRATEGIES............................................................................................1
INVESTMENT POLICIES AND RISKS....................................................................................2
PRICE OF PORTFOLIO SHARES........................................................................................6
PURCHASE OF SHARES...............................................................................................6
REDEMPTION OF SHARES.............................................................................................7
SHAREHOLDER SERVICES.............................................................................................7
PORTFOLIO TURNOVER...............................................................................................7
INVESTMENT LIMITATIONS...........................................................................................7
MANAGEMENT OF THE FUND..........................................................................................10
INVESTMENT ADVISORY AND OTHER SERVICES..........................................................................12
PORTFOLIO TRANSACTIONS..........................................................................................15
ADDITIONAL INFORMATION CONCERNING TAXES.........................................................................15
PERFORMANCE CALCULATIONS........................................................................................17
GENERAL INFORMATION.............................................................................................19
FINANCIAL STATEMENTS............................................................................................20
OTHER INFORMATION...............................................................................................20
APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS..............................................................A-1
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THE FUND
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 Portfolios: International Equity Portfolio,
Large Cap Value Portfolio, Small Capitalization Equity Portfolio (Advisor Shares
and Institutional Shares), Small Capitalization Growth Portfolio, 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. This Statement of Additional Information
pertains to the Small Capitalization Growth Portfolio.
Glenmede Fund is an open-end, management investment company. The Small
Capitalization Growth Portfolio is a diversified Portfolio of Glenmede Fund.
INVESTMENT STRATEGIES
The following investment strategies supplement those set forth in the
Prospectus. Unless specified below and except as described under "Investment
Limitations," the following investment strategies are not fundamental and the
Fund's Board may change such strategies without shareholder approval.
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 Growth Index. However,
if warranted in the judgement of the Sub-Advisors, 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, 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.
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INVESTMENT POLICIES AND RISKS
Repurchase Agreements
The Portfolio may enter into repurchase agreements with qualified
brokers, dealers, banks and other financial institutions deemed creditworthy by
the Advisor and Sub-Advisors. Under normal circumstances, however, the Portfolio
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 Portfolio to be subject to repurchase agreements.
In effect, by entering into a repurchase agreement, the 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, the 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 the Portfolio at not less than the agreed upon repurchase
price.
If the seller defaulted on its repurchase obligation, the Portfolio
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 the Portfolio might be delayed pending court action.
Repurchase agreements that do not provide for payment to the 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, the
Portfolio may borrow money from banks. However, the Portfolio will not 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
The 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, the Portfolio
attempts to increase its income through the receipt of interest on the loan. Any
gain or loss in the market price of the
-2-
<PAGE>
securities loaned that might occur during the term of the loan would be for the
account of the Portfolio. The 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
Sub-Advisors in making decisions with respect to the lending of securities,
subject to review by the Fund's Board.
There is the risk that when lending portfolio securities, the
securities may not be available to the Portfolio on a timely basis. Therefore,
the 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. The Portfolio
may, from time to time, pay negotiated fees in connection with the lending of
securities.
"When Issued," "Delayed Settlement," and Forward Delivery Securities
The 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 the 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.
The 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 the Portfolio receives no income from the above described securities
prior to delivery, the market value of such securities is still subject to
change.
The 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 the 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. The 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 the 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, the Portfolio relies on the seller to complete the transaction;
the seller's failure to do so may cause the Portfolio to miss a advantageous
price or yield.
-3-
<PAGE>
Investment Company Securities
In connection with the management of its daily cash positions, the
Portfolio may invest in securities issued by other open-end or closed-end
investment companies which invest in the obligations of the U.S. Government and
its guaranteed or sponsored agencies. Except as otherwise permitted under the
1940 Act, the 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 the Portfolio invests
may decline in value.
Illiquid Securities
The Portfolio will not invest more than 15% of its net assets in
securities that are illiquid. These securities are subject to the risk that
should the 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.
Foreign Securities
The Portfolio 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 the Portfolio are uninvested and no return is
earned. The inability of the Portfolio to make intended security purchases due
to these and other settlement problems could cause the Portfolio to miss
attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result in losses to the 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, the Portfolio may encounter
difficulties or be unable to pursue legal remedies and obtain judgments in
foreign courts.
-4-
<PAGE>
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 NAV 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 its local market.
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 its local market. 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.
Interest Rate Risks
The Portfolio 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 Portfolio may invest in fixed-income securities, it is
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 Portfolio 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 Portfolio 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
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
-5-
<PAGE>
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 the Portfolio is determined by dividing the total
market value of the Portfolio's investments and other assets, less liabilities,
by the total number of its 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.
The Portfolio's 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 Sub-Advisors believe 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 the Portfolio are not priced; as a result, the NAV of shares
of the 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.
PURCHASE OF SHARES
The purchase price of shares of the Portfolio is the NAV next
determined after receipt of the purchase order by the Fund. It is the
responsibility of the Advisor or Institutions to transmit orders for share
purchases to Investment Company Capital Corp. ("ICC"), the Fund's transfer
-6-
<PAGE>
agent, and to deliver required funds to The Chase Manhattan Bank, N.A., the
Fund's custodian, on a timely basis.
The 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 Fund, and (iii) to
reduce or waive the minimum for initial and subsequent investments from time to
time.
At the discretion of the Fund, investors may be permitted to purchase
Portfolio shares by transferring securities to the Portfolio that meet the
Portfolio's investment objectives and policies.
REDEMPTION OF SHARES
Redemption proceeds are normally paid in cash, although the Portfolio
has the right to limit each shareholder to cash redemptions of $250,000 or 1% of
the Portfolio's 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 Portfolio to another person. An
investor wishing to transfer shares should contact the Advisor.
PORTFOLIO TURNOVER
The Portfolio will not normally engage in short-term trading, but
reserves the right to do so. A high portfolio turnover rate can result in
corresponding increases in brokerage commissions; however, the Advisor and
Sub-Advisors will not consider turnover rate a limiting factor in making
investment decisions consistent with the Portfolio's investment objectives and
policies.
INVESTMENT LIMITATIONS
The 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 Portfolio
present at a meeting if the holders of more than 50% of the outstanding voting
securities of the Portfolio are present or represented by proxy, or (2) more
than 50% of the outstanding voting securities of the Portfolio. The Portfolio
will not:
(1) invest in commodities or commodity contracts, except that the
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;
-7-
<PAGE>
(3) make loans, except (i) by purchasing bonds, debentures or
similar obligations (including repurchase agreements 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 the 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% 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 the Portfolio's assets or the purchase of any securities on
margin for purposes of this investment limitation;
(9) underwrite the securities of other issuers;
(10) invest for the purpose of exercising control over management
of any company;
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<PAGE>
(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;
(13) write or acquire options or interests in oil, gas or other
mineral exploration or development programs; and
(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).
If the 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. 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
the Portfolio's total net assets.
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 transmission,
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.
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.
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<PAGE>
MANAGEMENT OF THE FUND
The Fund's officers, under the supervision of the Board, manage the
day-to-day operations of the Fund. The Board members set broad policies for the
Fund and choose its officers.
Board Members and Officers
The business and affairs of the Fund are managed under the direction of
the Board. The following is a list of the Board members and officers of the Fund
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. 43 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.
Francis J. Palamara 74 Director of Glenmede Fund; Trustee of The Glenmede
P.O. Box 44024 Portfolios; Trustee of Gintel Fund; Former Director of XTRA
Phoenix, AZ 85064-4024 Corporation; Former Executive Vice President--Finance of ARAMARK,
Inc.
G. Thompson Pew, Jr.* 57 Director of Glenmede Fund; Trustee of The Glenmede
310 Caversham Road Portfolios; Director of The Glenmede Trust Company;
Bryn Mawr, PA 19010 Former Director of 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 48 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.
</TABLE>
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<TABLE>
<CAPTION>
Name and Address Age Principal Occupation During Past Five Years
- --------------------------- --- -------------------------------------------
<S> <C> <C>
Kimberly C. Osborne 33 Executive Vice President and Treasurer of Glenmede Fund and the
One Liberty Place Glenmede Portfolios; Vice President of The Glenmede Trust Company.
1650 Market Street, Suite 1200 She has been employed by The Glenmede Trust Company since 1993.
Philadelphia, PA 19103 From 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 40 Secretary of Glenmede Fund; Partner in the law firm of Drinker
One Logan Square Biddle & Reath LLP.
18th and Cherry Streets
Philadelphia, PA 19103-6996
</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 $11,000 plus $1,250 for each Board meeting attended
and out-of-pocket expenses incurred in attending Board meetings. Officers of the
Fund receive no compensation as officers from the Fund.
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 Benefits Annual
Compensation Total Benefits
Name of from Part of the Upon
Person, Position Glenmede Fund Fund's Expense Retirement
---------------- --------------- -------------- -----------
<S> <C> <C> <C>
Dr. H. Franklin Allen, Ph.D., $14,197 None None
Director/Trustee
Willard S. Boothby, Jr., $12,946 None None
Director/Trustee
John W. Church, Jr. $15,446 None None
Director/Trustee
Francis J. Palamara, $12,946 None None
Director/Trustee
G. Thompson Pew, Jr., $14,197 None None
Director/Trustee
</TABLE>
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INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisor and Sub-Investment Advisors
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 79
shareholders. The Corporation has a nine person Board of Directors which, at
December 31, 1998, collectively, owned 98.67% of the Corporation's voting shares
and 36.18% of the Corporation's total outstanding shares. The members of the
Board and their respective interests in the Corporation at December 31, 1998 are
as follows:
<TABLE>
<CAPTION>
The Glenmede Corporation Percent of Percent of
Board of Directors Voting Shares Total Shares
- ------------------------ ------------- ------------
<S> <C> <C>
Susan W. Catherwood.................................. 10.83% 1.16%
Richard F. Pew....................................... 10.83% 1.00%
Thomas W. Langfitt, M.D.............................. 11.07% 8.87%
Arthur E. Pew III.................................... 10.83% 1.00%
J. Howard Pew, II.................................... 10.83% 1.35%
J. N. Pew, III....................................... 11.07% 5.06%
J. N. Pew, IV........................................ 11.07% 1.36%
R. Anderson Pew...................................... 11.07% 5.64%
Ethel Benson Wister.................................. 11.07% 10.74%
------ ------
98.67% 36.18%
</TABLE>
A Sub-Advisor, Winslow Capital Management, Inc., was founded in 1992 to
manage a limited number of growth equity portfolios for corporations,
endowments, foundations, public funds and other institutions. The firm is 100%
employee owned by active members of the investment team. These shareholders also
act as the firm's Board of Directors and their respective interests in the firm
at September 30, 1999 are as follows:
Name Percent of Ownership
---- --------------------
Clark J. Winslow 53%
Richard E. Pyle, CFA 21%
R. Bart Wear, CFA 12%
Joseph J. Docter, CFA 7%
Jon R. Foust 7%
----
100%
A Sub-Advisor, TCW Funds Management, Inc., is a wholly-owned subsidiary
of The TCW Group, Inc. Established in 1971, The TCW Group, Inc.'s direct and
indirect subsidiaries, including TCW Funds Management, Inc., provide a variety
of trust, investment management and investment advisory services.
-12-
<PAGE>
Ownership of The TCW Group, Inc. lies approximately 95% with employees and 5%
with the directors. Robert A. Day, who is Chairman of the Board of Directors of
The TCW Group, Inc. may be deemed to be a control person of TCW Funds
Management, Inc., by virtue of the aggregate ownership by Mr. Day and his family
of more than 25% of the outstanding voting stock of The TCW Group, Inc.
The Advisor is entitled to receive a fee from the Portfolio for its
services, calculated daily and payable monthly, at the annual rate of .25% of
the Portfolio's average daily net assets, and each Sub-Advisor is entitled to
receive a fee from the Portfolio for its services, calculated daily and payable
monthly, at the annual rate of .60% of that portion of the Portfolio's average
daily net assets that the Sub-Advisor manages.
Shareholders in the Portfolio may be 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 Fund's
administrator, transfer agent and dividend paying agent pursuant to a Master
Services Agreement, and in those capacities supervises all aspects of the Fund's
day-to-day operations, other than management of the Fund's investments. ICC is
an indirect subsidiary of Deutsche Bank AG. For its services as administrator,
transfer agent and dividend paying agent, ICC is entitled to receive fees from
the Fund equal to .12% of the first $100 million of the combined net assets of
all portfolios of the Fund; .08% of the next $150 million of the combined net
assets of all portfolios of the Fund; .04% of the next $500 million of the
combined net assets of all portfolios of the Fund; and .03% of the combined net
assets of all portfolios of the Fund over $750 million.
Shareholder Services Plan
Glenmede Fund has adopted an Amended and Restated Shareholder Servicing
Plan effective January 1, 1998 under which the Fund 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 the Portfolio. Under the Plan, Servicing Agents enter into Shareholder
Servicing Agreements (the "Agreements") with the Fund. Pursuant to such
Agreements, Servicing Agents provide shareholder support services to their
clients ("Customers") who beneficially own shares of the Portfolio. The fee,
which is at an annual rate of .05%, is computed monthly and is based on the
average daily net assets of the shares beneficially owned by Customers of such
Servicing Agents. All expenses incurred by the Portfolio in connection with the
Agreements and the implementation of the Plan shall be borne entirely by the
holders of the shares of the Portfolio
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and will result in an equivalent increase to the 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 Fund on behalf of Customers; providing
information periodically to Customers showing their positions; arranging for
bank wires; responding to Customers' inquiries concerning their investments;
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 Fund to provide
shareholder support services to their clients who beneficially own shares of the
Portfolio.
Custodian
Custody services are provided to the Portfolio by The Chase Manhattan
Bank, N.A., 3 Chase Metrotech Center, Brooklyn, New York 11245.
Distributor
Shares of the Fund 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 a Distribution Agreement between the Fund and
ICC Distributors. ICC Distributors receives no fee from the Fund for its
distribution services.
Independent Accountants
PricewaterhouseCoopers LLP, 250 West Pratt Street, Baltimore, Maryland,
21201, serves as the Fund's independent accountants and will audit its financial
statements annually.
Counsel
Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets,
Philadelphia, Pennsylvania 19103, serves as counsel to the Fund.
Reports
Shareholders receive unaudited semi-annual financial statements and
audited annual financial statements.
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<PAGE>
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement and the Sub-Advisory Agreements
authorize the Advisor and the Sub-Advisors, to select the brokers or dealers
that will execute the purchases and sales of investment securities for the
Portfolio and direct the Advisor or each Sub-Advisor to use its best efforts to
obtain the best available price and most favorable execution with respect to all
transactions for the Portfolio. The Advisor or each Sub-Advisor may, however,
consistent with the interests of the Portfolio, select brokers on the basis of
the research, statistical and pricing services they provide to the 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 each
Sub-Advisor under the Investment Advisory Agreement and the Sub-Advisory
Agreements. 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 each 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 each Sub-Advisor
to the Portfolio and the Advisor's or each Sub-Advisor's other clients.
Because shares of the Portfolio are not marketed through intermediary
brokers or dealers, it is not the Fund's 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 or each Sub-Advisor may
place portfolio orders with qualified broker-dealers who refer clients to it.
Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Advisor or Sub-Advisors. If the
purchase or sale of securities is consistent with the investment policies of the
Portfolio and one or more of these other clients served by the Advisor or
Sub-Advisors 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-Advisors. While in some cases this
practice could have a detrimental effect on the price, value or quantity of the
security as far as the Portfolio is concerned, in other cases it is believed to
be beneficial to the Portfolio.
ADDITIONAL INFORMATION CONCERNING TAXES
General
The following summarizes certain additional tax considerations
generally affecting the Portfolio and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Portfolio or its 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.
The Portfolio is treated as a separate corporate entity under the
Internal Revenue Code of 1986, as amended (the "Code"), and intends to qualify
as a regulated investment company. Such
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qualification generally relieves the 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 the 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, the 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
long-term capital loss, if any, for such year.) In addition, the Portfolio must
satisfy certain requirements with respect to the source of its income for a
taxable year and the diversification of its investments as of the end of each
quarter.
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 Portfolio's shares and
whether such distribution is received in cash or additional Portfolio shares.
The 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.
If for any taxable year the 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 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.
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
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
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<PAGE>
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 the 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 the Portfolio may make or enter into will be subject
to the special currency rules described above.
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). The 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.
The 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."
PERFORMANCE CALCULATIONS
The Portfolio may compare its 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 Russell 2000 Growth 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 returns of
the shares of the Portfolio may also be compared to data prepared by Lipper,
Inc. ("Lipper").
Performance quotations represent the Portfolio's past performance and
should not be considered as indicative of future results. Since performance will
fluctuate, performance data for the 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 the Portfolio, portfolio maturity, operating expenses and
market conditions. Any other management fees charged by the Advisor, an
Affiliate to its respective clients, or Institutions to their respective clients
will not be included in the Portfolio's calculations of yield, effective yield,
tax-equivalent yield or total return, as appropriate.
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The Portfolio computes its average annual total return by determining
the average annual compounded rate of return during specified periods that
equates 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
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 Portfolio computes its aggregate total return by determining the
aggregate rate of return during specified periods that likewise equates 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.
The Portfolio's average annual total return and aggregate total return do not
reflect any other fees that may be charged by the Advisor, an Affiliate to its
respective clients, or Institutions to their respective clients. See "Investment
Advisory and Other Services".
As of the date of this Statement of Additional Information, the
Portfolio has not commenced investment operations and, accordingly, no
performance figures are available.
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<PAGE>
GENERAL INFORMATION
Description of Shares and Voting Rights
The shares of the 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 the 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
the Fund voting for the election of its Board members can elect 100% of the
Board 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 Fund. The Fund will not hold
annual meetings of shareholders, except as required by the 1940 Act, the next
sentence and other applicable law. The 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 Fund. To
the extent required by the undertaking, the Fund will assist shareholder
communication in such matters.
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 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 the date of this Statement of Additional Information, The
Glenmede Trust Company, the Portfolio's initial shareholder, owned all of the
Portfolio's outstanding shares.
Dividends and Distributions
The 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 the Portfolio cannot be predicted.
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Undistributed net investment income is included in the Portfolio's 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 the Portfolio by an
investor may have the effect of reducing the per share NAV of the 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
No Financial Statements are supplied for the Portfolio because, as of
the date of the Prospectus and this Statement of Additional Information, the
Portfolio had no operating history.
OTHER INFORMATION
The Prospectus 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 Prospectus. 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 Prospectus 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
to the copy of such contract or other document filed as an exhibit to the
Registration Statement of which the Prospectus 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.
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.
A-1
<PAGE>
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 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.
III. 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
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stocks of foreign companies are frequently denominated in foreign currencies,
and because the Portfolio may temporarily hold uninvested reserves in bank
deposits in foreign currencies, the Portfolio 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.
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.
Although the Portfolio 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 Portfolio and will not entitle either the Portfolio
or its shareholders to any foreign tax credit for U.S. federal income tax
purposes.
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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 are incorporated herein by
reference to Exhibit (a)(15) to Post-Effective
Amendment No. 27 to the Registrant's Registration
Statement on Form N-1A (Nos. 33-22884/811-5577) filed
with the SEC on December 23, 1998 ("PEA #27").
(16) Articles Supplementary dated October 11, 1999 to
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
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<PAGE>
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 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").
-3-
<PAGE>
(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.
(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 is incorporated herein by reference to
Exhibit (d)(10) to PEA #27.
(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.
(12) Form of Investment Advisory Agreement between the Registrant
and The Glenmede Trust Company relating to the Small
Capitalization Growth Portfolio.
(13) Form of Sub-Investment Advisory Agreement among the
Registrant, The Glenmede Trust Company and Winslow Capital
Management, Inc. relating to the Small Capitalization Growth
Portfolio.
(14) Form of Sub-Investment Advisory Agreement among the
Registrant, The Glenmede Trust Company and TCW Funds
Management, Inc. relating to the Small Capitalization Growth
Portfolio.
(e) (1) Distribution Agreement dated September
10, 1997, between Registrant and ICC
Distributors, Inc. is incorporated herein by
reference to Exhibit 6 to PEA #24.
(2) Form of Appendix A to Distribution Agreement between
Registrant and ICC Distributors Inc.
(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.
-4-
<PAGE>
(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.
(3) Form of Amendment to Exhibit A to Custody Agreement relating
to the Small Capitalization Growth Portfolio.
(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.
(5) Form of Amended and Restated Shareholder Servicing Agreement
relating to the Small Capitalization Growth Portfolio.
(i) (1) 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").
(2) Opinion of Counsel as to Legality of Securities Being
Registered.
(j) (1) Consent of Drinker Biddle & Reath LLP.
(2) Consent of PricewaterhouseCoopers 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.
-5-
<PAGE>
(3) Form of Purchase Agreement between Registrant and The
Glenmede Trust Company relating to the Small Capitalization
Growth Portfolio.
(m) Not Applicable.
(n) 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.
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.
-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>
Susan W. Catherwood Trustee Board of Former 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 Vice Chairman,
Foundation 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 Hospital Chairman,
Board of Trustees
Phoenixville Healthcare Board Member
Foundation
Thomas Harrison Skelton
Richard F. Pew North Ridge Owner/Operator
Ranches, Montana
and Wyoming
Yellowstone Center Board Member
for Mountain Environments
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
- ----------------------- ---------------- -------------
<S> <C> <C>
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
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
</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>
Community College of Director
Philadelphia
National Museum of Trustee
American History -
Smithsonian Institute
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
Bryn Mawr College Vice Chairman,
Board of Trustees
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
- ----------------------- ---------------- -------------
<S> <C> <C>
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 Library Board Member/Trustee
Curtis Institute of Trustee
Music, Philadelphia
AOPA (a private pilot's Chairman of the Board
association)
AOPA Air Safety Chairman of
Foundation the Board of Trustees
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 eight 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 26 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 AD filed by Pictet International
Management Limited pursuant to the Investment Advisers Act of 1940 (SEC File No.
801-15143).
-10-
<PAGE>
(c) Sub-Investment Advisor- Winslow Capital Management, Inc.
The officers and directors at Winslow Capital Management, Inc. are all
active employees of the firm. None of the directors or officers has any other
business, profession, vocation or employment outside of the firm. All of the
directors and officers have been in the investment management business for at
least the last ten consecutive years. Prior to joining Winslow Capital
Management, Inc., Joseph J. Docter, CFA and R. Bart Wear, CFA were partners at
Baird Capital Management from July 1996 to March 1997.
(d) Sub-Investment Advisor- TCW Funds Management, Inc.
The list required by this Item 26 of the activities and affiliations of
the officers and directors of TWC Funds Management, Inc. is incorporated by
reference to Form ADV filed by TCW Funds Management, Inc. pursuant to the
Investment Advisers Act of 1940. In addition to the Funds, TCW Funds
Management, Inc. serves as investment adviser or sub-adviser to a number of
open-end and closed-end management investment companies that are registered
under the Investment Company Act of 1940 and to a number of foreign investment
companies.
-11-
<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,
BT Advisor Funds, BT Institutional Funds, BT Investment Funds, BT Pyramid Mutual
Funds, Flag Investors International Fund, Flag Investors Emerging Growth Fund,
Flag Investors Equity Partners Fund, Flag Investors Communications Fund, Flag
Investors Real Estate Securities Fund, Flag Investors Value Builder Fund, Flag
Investors Total Return U.S. Treasury Fund, Flag Investors Short Intermediate
Income Fund, Flag Investors Managed Municipal Fund, Flag Investors BT Alex.
Brown Cash Reserve Prime Series, BT Alex. Brown Cash Reserve Treasury Series and
BT Alex. Brown Cash Reserve Tax-Free Series. 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)
Name and Principal Position and Offices Position and Offices
Business Address with Principal Underwriter with Registrant
- ------------------ -------------------------- ---------------
John Y. Keffer President None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Margaret J. Fenderson Assistant Treasurer None
Nanette K. Chern Chief Compliance Officer None
(c) Not Applicable.
-12-
<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 Markets Portfolio)
(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
One Logan Square
18th & Cherry Streets
Philadelphia, Pennsylvania 19103-6996
(Registrant's minute books)
(7) Winslow Capital Management, Inc.
4720 IDS Tower
80 South Eighth Street
Minneapolis, Minnesota 55402
(records relating to its functions as sub-investment advisor
to the Small Capitalization Growth Portfolio)
-13-
<PAGE>
(8) TCW Funds Management, Inc.
865 South Figueroa Street
Los Angeles, California 90017
(records relating to its functions as sub-investment advisor
to the Small Capitalization Growth Portfolio)
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.
-14-
<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. 29 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 15th day of October,
1999.
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. 29 to the Registration Statement of The
Glenmede Fund, Inc. has been signed by the following persons in the capacities
and on the date indicated.
Signature Title Date
--------- ----- ----
* John W. Church Chairman October 15, 1999
- -----------------------------
John W. Church, Jr.
Mary Ann B. Wirts President and October 15, 1999
- ---------------------------- Chief Executive
Mary Ann B. Wirts Officer
* H. Franklin Allen Director October 15, 1999
- ----------------------------
H. Franklin Allen, Ph.D.
* Willard S. Boothby Director October 15, 1999
- ----------------------------
Willard S. Boothby, Jr.
* Francis J. Palamara Director October 15, 1999
- ----------------------------
Francis J. Palamara
-15-
<PAGE>
* G. Thompson Pew, Jr. Director October 15, 1999
- ----------------------------
G. Thompson Pew, Jr.
/s/ Kimberly C. Osborne Executive Vice
- ---------------------------- President and
Kimberly C. Osborne Treasurer October 14, 1999
*By: /s/ Michael P. Malloy
-----------------------------------
Michael P. Malloy, Attorney-in-fact
-16-
<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 October 12, 1999.
/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 October 8, 1999.
/s/ Willard S. Boothby, Jr.
----------------------------
Willard S. Boothby, Jr.
-2-
<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 October 12, 1999.
/s/ Francis J. Palamara
----------------------------
Francis J. Palamara
-3-
<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 October 11, 1999.
/s/ G. Thompson Pew, Jr.
----------------------------
G. Thompson Pew, Jr.
-4-
<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 October 9, 1999.
/s/ John W. Church, Jr.
----------------------------
John W. Church, Jr.
-5-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
(a) (16) Articles Supplementary dated October 11, 1999 to Articles
of Incorporation
(d) (12) Form of Investment Advisory Agreement relating to the Small
Capitalization Growth Portfolio
(13) Form of Sub-Investment Advisory Agreement relating to the
Small Capitalization Growth Portfolio
(14) Form of Sub-Investment Advisory Agreement relating to the
Small Capitalization Growth Portfolio
(e) (2) Form of Appendix A to Distribution Agreement between
Registrant and ICC Distributors, Inc.
(g) (3) Form of Amendment to Exhibit A to Custody Agreement with
relating to the Small Capitalization Growth Portfolio
(h) (5) Form of Amended and Restated Shareholder Servicing Agreement
relating to the Small Capitalization Growth Portfolio
(i) (2) Opinion of Counsel as to Legality of Securities Being
Registered
(j) (1) Consent of Drinker Biddle & Reath LLP
(2) Consent of PricewaterhouseCoopers LLP
(l) (3) Form of Purchase Agreement relating to the Small
Capitalization Growth Portfolio
-17-
<PAGE>
EXHIBIT (a)(16)
THE GLENMEDE FUND, INC.
ARTICLES SUPPLEMENTARY
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 2-208 of the
Maryland General Corporation Law, the Board of Directors of Glenmede Fund has
classified 25 Million (25,000,000) authorized, unissued and unclassified shares
of Glenmede Fund of the par value of $.001 per share, as Small Capitalization
Growth Portfolio shares, pursuant to the following resolution adopted by the
Board of Directors of Glenmede Fund on September 15, 1999:
RESOLVED, that effective upon making any necessary
filings with the Maryland Department of Assessments and Taxation,
pursuant to Article Fifth of Glenmede Fund's Articles of Amendment and
Restatement: 25 Million (25,000,000) authorized, unissued and
unclassified shares of Glenmede Fund (of the par value of $.001 per
share and of the aggregate par value of 25 Thousand Dollars ($25,000)
be, and hereby are, classified as Small Capitalization Growth Portfolio
shares; and
FURTHER RESOLVED, that Small Capitalization Growth
Portfolio shares shall have all the rights and privileges as set forth
in Glenmede Fund's Articles of Amendment and Restatement.
General
-------
SECOND: The shares of capital stock of Glenmede Fund classified
pursuant to the resolutions set forth in Article FIRST of these Articles
Supplementary have been classified by Glenmede Fund's Board of Directors under
the authority contained in the Articles of Amendment and Restatement of Glenmede
Fund.
THIRD: These Articles Supplementary do not increase the authorized
number of shares of Glenmede Fund or the aggregate par value thereof. The total
number of shares of capital stock which Glenmede Fund is presently authorized to
issue remains Two Billion Five Hundred Million (2,500,000,000) shares (of the
par value of One Mill ($.001) each) and of the aggregate par value of Two
Million Five Hundred Thousand ($2,500,000) of Common Stock classified as
follows:
<PAGE>
Number of Shares of
Name of Class Common Stock Allocated
------------- ----------------------
Government Cash Portfolio...................... 700,000,000
Tax-Exempt Cash Portfolio...................... 500,000,000
Core Fixed Income Portfolio.................... 250,000,000
International Portfolio........................ 225,000,000
Tax Managed Equity Portfolio................... 125,000,000
Small Capitalization Equity Portfolio -........
Advisor Shares............................... 200,000,000
Institutional Shares......................... 100,000,000
Institutional International Portfolio -........
Institutional Shares......................... 145,000,000
Flag Investors Series Class A Shares......... 5,000,000
Large Cap Value Portfolio...................... 125,000,000
Emerging Markets Portfolio..................... 50,000,000
Global Equity Portfolio........................ 25,000,000
Small Capitalization Growth Portfolio.......... 25,000,000
Unclassified................................... 25,000,000
-------------
Total................................. 2,500,000,000
IN WITNESS WHEREOF, The Glenmede Fund, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf this 11th day of
October, 1999.
Attest: THE GLENMEDE FUND, INC.
/s/ Michael P. Malloy /s/ Mary Ann B. Wirts
- ------------------------- --------------------------------
Michael P. Malloy Mary Ann B. Wirts
Secretary President
THE UNDERSIGNED, President of Glenmede Fund, who executed on behalf of
said Glenmede Fund the foregoing Articles Supplementary to the Charter, of which
this certificate is made a part, hereby acknowledges, in the name and on behalf
of said Glenmede Fund, the foregoing Articles Supplementary to the Charter to be
the corporate act of 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>
EXHIBIT (d)(12)
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Agreement made this ___ day of ________, 1999 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
provide or arrange to provide directly or through third parties, investment
advisory services to its Small Capitalization Growth Portfolio (the "Portfolio")
for the period and on such terms set forth in this Agreement. Subject to the
approval of the Company's Board of Directors, any applicable provisions of the
Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act
of 1940, the Adviser may select sub-advisers to perform any or all of the
services set forth in this Agreement for assets of the Portfolio assigned by the
Adviser to the particular sub-adviser. The Company employs the Adviser, directly
or through sub-advisers: 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 (or any selected
sub-advisers') 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 (and any selected sub-advisers') 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 monitor the services performed
by any selected sub-advisers. The Adviser and any selected sub-advisers 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
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.
-1-
<PAGE>
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,
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 .25% of the average daily net assets held in the Portfolio.
-2-
<PAGE>
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.
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) willful 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 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.
-3-
<PAGE>
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
"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.
-4-
<PAGE>
10. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until October 31, 2000 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 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.
-5-
<PAGE>
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.
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.
-6-
<PAGE>
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 ____ day of
________, 1999.
THE GLENMEDE FUND, INC.
---------------------------
By:
Title:
THE GLENMEDE TRUST COMPANY
---------------------------
By:
Title:
-7-
<PAGE>
EXHIBIT (d)(13)
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Small Capitalization Growth Portfolio)
________________, 1999
TCW Funds Management, Inc.
865 S. Figueroa Street
Los Angeles, CA 90017
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and
Glenmede Trust Company, a Pennsylvania Trust Company (the "Adviser"), each
confirms its agreement with TCW Funds Management, Inc. (the "Sub-Adviser"), as
follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to its Small
Capitalization Growth Portfolio (the "Portfolio") by investing and reinvesting
in investments of the kind and in accordance with the investment objective(s),
policies and limitations specified in its Articles of Incorporation, as amended
from time to time (the "Articles of Incorporation"), in the prospectus (the
"Prospectus") and the statement of additional information (the "Statement")
filed with the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-1A, as amended from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Directors of the Company (the "Board"). Copies of the Prospectus, the Statement
and the Articles of Incorporation have been or will be submitted to the
Sub-Adviser. The Company agrees to provide copies of all amendments to the
Prospectus, the Statement and the Articles of Incorporation to the Sub-Adviser
on an on-going basis. The Company employs the Adviser as the investment adviser
to the Portfolio, and the Company and the Adviser desire to employ and hereby
appoint the Sub-Adviser to act as a sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Sub-Adviser
The Company and the Adviser hereby appoint the Sub-Adviser to act as
sub-investment adviser to the Portfolio for a portion of the assets of the
Portfolio which the Adviser, as fiduciary for the Company, determines to assign
to the Sub-Adviser (those assets being
<PAGE>
referred to as the "Portfolio Account") for the period and on such terms set
forth in this Agreement. It is understood that the Portfolio Account may consist
of all, a portion of or none of the assets of the Portfolio, and that the
Adviser has the right to allocate and reallocate such assets to the Portfolio
Account at any time, and from time to time, upon such notice to the Sub-Adviser
as may be reasonably necessary, in the view of the Company, to ensure orderly
management of the Portfolio Account or the Portfolio. The Company and the
Adviser employ the Sub-Adviser to manage the investment and reinvestment of the
assets of the Portfolio Account, to continuously review, supervise and
administer the investment program of the Portfolio Account, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolio Account's assets to be held uninvested, to provide the Company and the
Adviser with records concerning the Sub-Adviser's activities which the Company
and the Sub-Adviser are required to maintain, and to render regular reports to
the Company's officers and Board of Directors and the Adviser concerning the
Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Directors of the Company and the Adviser in compliance with the
objectives, policies and limitations set forth in the Prospectus, Statement and
applicable laws and regulations. The Sub-Adviser accepts such employment and
agrees to render the services and to provide, at is 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.
3. Portfolio Transactions
The Sub-Adviser is authorized to select the brokers that will execute
the purchases and sales of securities for the Portfolio Account 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 and the Adviser, the Sub-Adviser may also be
authorized to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if the Sub-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 Sub-Adviser's
overall responsibilities with respect to the Company and other accounts as to
which the Sub-Adviser exercises investment discretion. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty by this Agreement or otherwise. The Sub-Adviser will promptly communicate
to the officers and Directors of the Company and the Adviser such information
relating to the Portfolio Account's transactions as they may reasonably request.
<PAGE>
4. Information Provided to the Company
The Sub-Adviser will keep the Company and the Adviser informed of
developments materially affecting the Portfolio Account, and will, on its own
initiative, furnish the Company and the Adviser from time to time with whatever
information the Sub-Adviser believes is appropriate for this purpose.
5. Compensation of the Sub-Adviser
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the Portfolio will pay the
Sub-Adviser and the Sub-Adviser will accept as full compensation therefor, a fee
computed daily and paid monthly (in arrears), at an annual rate of .60% of the
average daily net assets held in the Portfolio Account.
6. Expenses
The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement. The Portfolio will bear
certain other expenses to be incurred in its operation, including but not
limited to, investment advisory, sub-advisory and administration fees; fees for
necessary professional and brokerage services; fees for any pricing service; the
costs of regulatory compliance; custody and transfer agency fees; and costs
associated with maintaining the Company's legal existence and shareholder
relations.
7. Standard of Care
In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in performance of its obligations and
duties hereunder, (ii) reckless disregard by the Sub-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 or 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 Sub-Adviser
shall not be subject to any liability whatsoever to the Company, any shareholder
of the Company or to the Adviser, 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.
<PAGE>
8. Term of Agreement
This Agreement shall become effective as of ________________, 1999 (the
"Effective Date") and shall continue until October 31, 2000 and shall continue
thereafter so long as such continuance is specifically approved at least
annually by (i) the Board or (ii) a vote of a "majority" (as that term is
defined in the 1940 Act) of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the board who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the board or by vote of holders of a
majority of the Portfolio's shares, or upon 90 days' written notice, by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules thereunder).
9. Services to Other Companies or Accounts
The services of the Sub-Adviser to the Company and the Adviser are not
to be deemed exclusive, and the Sub-Adviser shall be free to render similar
services to others so long as its services to the Company and the Adviser are
not impaired thereby.
10. Books and Records
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio Account 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 Sub-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
are required to be maintained by Rule 31a-1 under the 1940 Act.
11. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
12. Amendment of Agreement
This Agreement may be amended by mutual consent, subject to applicable
requirements of the 1940 Act.
<PAGE>
13. 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.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning the enclosed
copy of this Agreement.
Very truly yours,
THE GLENMEDE FUND, INC.
By: _______________________________
THE GLENMEDE TRUST COMPANY
By: ______________________________
Agreed to and Accepted by:
TCW FUNDS MANAGEMENT, INC.
By: __________________________
<PAGE>
EXHIBIT (d)(14)
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Small Capitalization Growth Portfolio)
________________, 1999
Winslow Capital Management, Inc.
4720 IDS Tower
80 South Eighth Street
Minneapolis, MN 55402
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and
Glenmede Trust Company, a Pennsylvania Trust Company (the "Adviser"), each
confirms its agreement with Winslow Capital Management, Inc. (the
"Sub-Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to its Small
Capitalization Growth Portfolio (the "Portfolio") by investing and reinvesting
in investments of the kind and in accordance with the investment objective(s),
policies and limitations specified in its Articles of Incorporation, as amended
from time to time (the "Articles of Incorporation"), in the prospectus (the
"Prospectus") and the statement of additional information (the "Statement")
filed with the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-1A, as amended from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Directors of the Company (the "Board"). Copies of the Prospectus, the Statement
and the Articles of Incorporation have been or will be submitted to the
Sub-Adviser. The Company agrees to provide copies of all amendments to the
Prospectus, the Statement and the Articles of Incorporation to the Sub-Adviser
on an on-going basis. The Company employs the Adviser as the investment adviser
to the Portfolio, and the Company and the Adviser desire to employ and hereby
appoint the Sub-Adviser to act as a sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Sub-Adviser
The Company and the Adviser hereby appoint the Sub-Adviser to act as
sub-investment adviser to the Portfolio for a portion of the assets of the
Portfolio which the Adviser, as fiduciary for the Company, determines to assign
to the Sub-Adviser (those assets being referred to as the "Portfolio Account")
for the period and on such terms set forth in this Agreement. It is understood
that the Portfolio Account may consist of all, a portion of or none of the
assets of the Portfolio, and that the Adviser has the right to allocate and
reallocate such assets to the Portfolio Account at any time, and from time to
time, upon such notice to the Sub-Adviser as may be reasonably necessary, in the
view of the Company, to ensure orderly management of the Portfolio Account or
the Portfolio. The Company and the Adviser employ the Sub-Adviser to manage the
investment and reinvestment of the assets of the Portfolio Account, to
<PAGE>
continuously review, supervise and administer the investment program of the
Portfolio Account, to determine in its discretion the securities to be purchased
or sold and the portion of the Portfolio Account's assets to be held uninvested,
to provide the Company and the Adviser with records concerning the Sub-Adviser's
activities which the Company and the Sub-Adviser are required to maintain, and
to render regular reports to the Company's officers and Board of Directors and
the Adviser concerning the Sub-Adviser's discharge of the foregoing
responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Directors of the Company
and the Adviser in compliance with the objectives, policies and limitations set
forth in the Prospectus, Statement and applicable laws and regulations. The
Sub-Adviser accepts such employment and agrees to render the services and to
provide, at is 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.
3. Portfolio Transactions
The Sub-Adviser is authorized to select the brokers that will execute
the purchases and sales of securities for the Portfolio Account 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 and the Adviser, the Sub-Adviser may also be
authorized to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if the Sub-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 Sub-Adviser's
overall responsibilities with respect to the Company and other accounts as to
which the Sub-Adviser exercises investment discretion. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty by this Agreement or otherwise. The Sub-Adviser will promptly communicate
to the officers and Directors of the Company and the Adviser such information
relating to the Portfolio Account's transactions as they may reasonably request.
<PAGE>
4. Information Provided to the Company
The Sub-Adviser will keep the Company and the Adviser informed of
developments materially affecting the Portfolio Account, and will, on its own
initiative, furnish the Company and the Adviser from time to time with whatever
information the Sub-Adviser believes is appropriate for this purpose.
5. Compensation of the Sub-Adviser
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the Portfolio will pay the
Sub-Adviser and the Sub-Adviser will accept as full compensation therefor, a fee
computed daily and paid monthly (in arrears), at an annual rate of .60% of the
average daily net assets held in the Portfolio Account.
6. Expenses
The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement. The Portfolio will bear
certain other expenses to be incurred in its operation, including but not
limited to, investment advisory, sub-advisory and administration fees; fees for
necessary professional and brokerage services; fees for any pricing service; the
costs of regulatory compliance; custody and transfer agency fees; and costs
associated with maintaining the Company's legal existence and shareholder
relations.
7. Standard of Care
In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in performance of its obligations and
duties hereunder, (ii) reckless disregard by the Sub-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 or 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 Sub-Adviser
shall not be subject to any liability whatsoever to the Company, any shareholder
of the Company or to the Adviser, 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.
<PAGE>
8. Term of Agreement
This Agreement shall become effective as of ________________, 1999 (the
"Effective Date") and shall continue until October 31, 2000 and shall continue
thereafter so long as such continuance is specifically approved at least
annually by (i) the Board or (ii) a vote of a "majority" (as that term is
defined in the 1940 Act) of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the board who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the board or by vote of holders of a
majority of the Portfolio's shares, or upon 90 days' written notice, by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules thereunder).
9. Services to Other Companies or Accounts
The services of the Sub-Adviser to the Company and the Adviser are not
to be deemed exclusive, and the Sub-Adviser shall be free to render similar
services to others so long as its services to the Company and the Adviser are
not impaired thereby.
10. Books and Records
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio Account 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 Sub-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
are required to be maintained by Rule 31a-1 under the 1940 Act.
11. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
12. Amendment of Agreement
This Agreement may be amended by mutual consent, subject to applicable
requirements of the 1940 Act.
<PAGE>
13. 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.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning the enclosed
copy of this Agreement.
Very truly yours,
THE GLENMEDE FUND, INC.
By:___________________________________
THE GLENMEDE TRUST COMPANY
By:___________________________________
Agreed to and Accepted by:
WINSLOW CAPITAL MANAGEMENT, INC.
By:_______________________________
<PAGE>
EXHIBIT (e)(2)
THE GLENMEDE FUND, INC.
DISTRIBUTION AGREEMENT
Appendix A
as of _____________, 1999
<TABLE>
<CAPTION>
====================================================================================================================================
Distribution
Funds of The Glenmede Fund, Inc. Class Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Government Cash Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Cash Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Core Fixed Income Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-Managed Equity Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Institutional International Portfolio Institutional Series Shares None
Flag Investor Series Class A Shares 0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
International Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Small Capitalization Equity Portfolio Institutional Series Shares None
Advisor Series Shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Large Cap Value Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Market Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Global Equity Portfolio Single class of shares None
- ------------------------------------------------------------------------------------------------------------------------------------
Small Capitalization Growth Portfolio Single class of shares None
====================================================================================================================================
</TABLE>
<PAGE>
EXHIBIT (g)(3)
AMENDMENT TO EXHIBIT A
Portfolios covered by the Custody Agreement between The Chase Manhattan
Bank, N.A. and The Glenmede Fund, Inc.
Emerging Markets Portfolio
Government Cash Portfolio
Tax-Exempt Cash Portfolio
Core Fixed Income Portfolio
Tax-Managed Equity Portfolio
Small Capitalization Equity Portfolio
Large Cap Value Portfolio
International Portfolio
Institutional International Portfolio
Global Equity Portfolio
Small Capitalization Growth Portfolio
<PAGE>
EXHIBIT (h)(5)
THE GLENMEDE FUND, INC.
AMENDED AND RESTATED
SHAREHOLDER SERVICING AGREEMENT
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement
("Agreement") with you concerning the provision of administrative support
services to your clients ("Customers") who may from time to time beneficially
own shares in one or more series listed on Exhibit I hereto (the "Portfolios")
of The Glenmede Fund, Inc. (the "Company").
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support
services to your Customers who may from time to time beneficially own shares of
one or more Portfolios:(1) (i) aggregating and processing purchase and
redemption requests from Customers and transmitting promptly net purchase and
redemption orders to our distributor or transfer agent; (ii) providing Customers
with a service that invests the assets of their accounts in shares pursuant to
specific or pre-authorized instructions; (iii) processing dividend and
distribution payments from the Company on behalf of Customers; (iv) providing
information periodically to Customers showing their positions; (v) arranging for
bank wires; (vi) responding to Customers' inquiries concerning their investment;
(vii) providing subaccounting with respect to shares beneficially owned by
Customers or the information necessary for subaccounting; (viii) if required by
law, forwarding shareholder communications from us (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Customers; and (ix) providing such other similar services as
we may reasonably request to the extent you are permitted to do so under
applicable statutes, rules or regulations. All services rendered hereunder by
you shall be performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the administrative
support services contemplated hereby.
- ------
(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
<PAGE>
Section 4. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning us or the shares except
those contained in our then current prospectuses and statements of additional
information, as amended or supplemented from time to time, copies of which will
be supplied by us to you, or in such supplemental literature or advertising as
may be authorized by our distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for us in
any matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of shares (or orders relating to the same) by or on
behalf of Customers. You and your employees will, upon request, be available
during normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
a fee as described in Exhibit I hereto, as amended from time to time. The fee
rate payable to you may be prospectively increased or decreased by us, in our
sole discretion, at any time upon notice to you. Further, we may, in our
discretion and without notice, suspend or withdraw the sale of shares of any and
all Portfolios, including the sale of shares to you for the account of any
Customer or Customers. Compensation payable under this Agreement may be subject
to, among other things, the National Association of Securities Dealers, Inc.
("NASD") Rules of Fair Practice governing receipt by NASD members of shareholder
servicing plan fees from registered investment companies (the "NASD Servicing
Plan Rule"), which became effective on July 7, 1993. Such compensation shall
only be paid if permissible under the NASD Servicing Plan Rule and shall not be
payable for services that are deemed to be distribution-related services.
Section 7. You will furnish us or our designees with such information
as we or they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Board of Directors concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
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<PAGE>
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; and (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in shares of the Portfolios, will be disclosed by you to your Customers
to the extent required by applicable laws or regulations, will be authorized by
your Customers and will not result in an excessive or unreasonable fee to you.
Section 10. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until October 31, 1998 and thereafter
will continue automatically for successive annual periods provided such
continuance is specifically approved at least annually by us in the manner
described in Section 11. This Agreement is terminable with respect to shares of
any Portfolio, without penalty, at any time by us (which termination may be by a
vote of a majority of our Disinterested Directors as defined below) or by you
upon written notice to the other party hereto.
Section 11. This Agreement has been approved by vote of a majority of
(1) our Board of Directors and (ii) those Directors who are not "interested
persons" (as defined in the Investment Company Act of 1940) of us and have no
direct or indirect financial interest in the operation of the Shareholder
Servicing Plan adopted by us regarding the provision of support services to the
beneficial owners of shares of the Portfolios or in any agreement related
thereto cast in person at a meeting called for the purpose of voting on such
approval ("Disinterested Directors").
Section 12. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The Commonwealth of Pennsylvania without giving effect to
principles of conflict of laws, and is nonassignable by the parties hereto.
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<PAGE>
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: Investment Company Capital Corp., One South
Street, Baltimore, Maryland 21202; fax number (410) 637-6875; Attention:
________________.
Very truly yours,
THE GLENMEDE FUND, INC.
Date: By:
------------------------ --------------------------------
Name:
------------------------------
Title:
-----------------------------
Accepted and Agreed to:
Servicing Agent
-----------------------------------
(Firm Name)
-----------------------------------
(Address)
-----------------------------------
(City) (State)
Fax #:
-----------------------------
Attention:
-------------------------
Date: By:
------------------------ --------------------------------
Name:
------------------------------
Title:
-----------------------------
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<PAGE>
EXHIBIT (i)(2)
October 15, 1999
The Glenmede Fund, Inc.
One South Street
Baltimore, Maryland 21202
Re: Shares Registered by Post-Effective Amendment No. 29 to
Registration Statement on Form N-1A (File No. 33 - 22884)
Ladies and Gentlemen:
We have acted as counsel to The Glenmede Fund, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission on October 15, 1999 of Post-Effective Amendment No. 29 (the
"Amendment") to the Company's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act"). The Board of Directors of
the Company has authorized the issuance and sale by the Company of 25 million
shares of common stock, $.001 par value per share, representing interests in the
Small Capitalization Growth Portfolio. The Amendment registered an indefinite
number of the Shares.
We have reviewed the Company's Certificate of Incorporation, ByLaws,
resolutions of its Board of Directors, and such other legal and factual matters
as we have deemed appropriate. This opinion is based exclusively on the Maryland
General Corporation Law and the federal law of the United States of America.
Based upon and subject to the foregoing, it is our opinion that the
Shares, when issued for payment as described in the Company's Prospectus
offering the Shares and in accordance with the Company's Articles of
Incorporation (including Articles Supplementary thereto filed with the Maryland
Department of Assessments and Taxation to authorize, classify and establish the
Shares) for not less than $.001 per share, will be legally issued, fully paid
and non-assessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to a
Post-Effective Amendment to the Company's Registration Statement.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
<PAGE>
EXHIBIT (j)(1)
CONSENT OF COUNSEL
We hereby consent (i) to the use of our name and to the reference to
our Firm under the caption "Counsel" in the Prospectus that is included in
Post-Effective Amendment No. 29 to the Registration Statement (No. 33-22884) on
Form N-1A under the Securities Act of 1933, as amended, and Post-Effective
Amendment No. 31 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. and
(ii) to the use and incorporation by reference in said Post-Effective Amendment
of our firm's opinion of counsel filed as Exhibit (i) to Post-Effective
Amendment No. 25 to the Registration Statement 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 cateories of persons whose consent is required under
said section 7 of the rules and regulations of the Securities and Exchange
Commission thereunder.
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
October 15, 1999
<PAGE>
EXHIBIT (j)(2)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our Firm name under the caption
"Independent Accountants" in the Statement of Additional Information in
Post-Effective Amendment No. 29 to the Registration Statement of the Small
Capitalization Growth Portfolio of the Glenmede Fund, Inc. on Form N-1A (No.
33-22884).
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Baltimore, Maryland
October 11, 1999
<PAGE>
EXHIBIT (l)(3)
PURCHASE AGREEMENT
The Glenmede Fund, Inc., a Maryland corporation (the "Company") and The
Glenmede Trust Company, a Pennsylvania trust Company ("Glenmede Trust"), hereby
agree with each other as follows:
1. The Company hereby offers Glenmede Trust and Glenmede Trust hereby
purchases one share (the "Share") of the Company's Small Capitalization Growth
Portfolio for $____ per share. The Company hereby acknowledges receipt from
Glenmede Trust of funds in the total amount of $____ in full payment for such
Share.
2. Glenmede Trust represents and warrants to the Company that the Share
is being acquired for investment purposes and not with a view to the
distribution thereof.
IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Agreement as of the ____ day of
___________________, 1999.
THE GLENMEDE FUND, INC.
ATTEST:
- ----------------------------- -----------------------------
By: By:
Title: Title:
THE GLENMEDE TRUST COMPANY
ATTEST:
- ----------------------------- -----------------------------
By: By:
Title: Title:
