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As filed with the Securities and Exchange Commission on December 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. 30 |X|
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 32 |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
___________, 2000
Core Value Portfolio
Investment Advisor
The Glenmede Trust Company
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..........................................................2
INVESTMENTS..................................................................5
PRICE OF PORTFOLIO SHARES....................................................6
PURCHASE OF SHARES...........................................................6
REDEMPTION OF SHARES.........................................................7
ADDITIONAL INFORMATION ON THE PURCHASE
AND REDEMPTION OF SHARES OF THE PORTFOLIO...............................7
DIVIDENDS AND DISTRIBUTIONS..................................................7
TAXES........................................................................8
MANAGEMENT OF THE PORTFOLIO..................................................9
GENERAL INFORMATION..........................................................9
FINANCIAL HIGHLIGHTS........................................................10
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RISK/RETURN SUMMARY
Investment Goal Long-term total return consistent
with reasonable risk to principal.
Principal Investments Equity securities, such as common
stocks, including dividend paying
common stocks, of companies with
market capitalizations similar to
the Standard & Poor's 500 Composite
Stock Price Index that the Advisor
believes are undervalued. The
Advisor uses its own computer
model, which ranks stocks, as an
investment guide.
Principal Risks of Investing Equity securities may decline over
short or even extended periods of
time. Equity markets tend to be
cyclical: there are times when
stock prices generally increase,
and other times when they generally
decrease. Therefore, you could lose
money by investing in the
Portfolio.
In addition, the Portfolio is
subject to the risk that the
particular types of stocks held by
the Portfolio will underperform
other types of stocks.
An investment in the Portfolio is
not a bank deposit and is not
insured or guaranteed by the
Federal Deposit Insurance
Corporation or any other government
agency.
Who may want to The Portfolio may be appropriate
invest in the Portfolio for you if you want your capital to
grow over the long term, are
investing for goals several years
away, and are comfortable with
stock market risks. The Portfolio
may not be appropriate for you if
you are investing for short-term
goals, or are mainly seeking
current income.
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Bar Chart and Since the Portfolio has not yet
Performance Table completed a full calendar year of
operations, there is no Bar Chart
and Performance Table information
available.
Fees and Expenses of the Portfolio This table describes the fees and
expenses that you may pay if you
buy and hold shares of the
Portfolio.
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Shareholder Fees (fees paid
Directly from your investment)
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Maximum Account Fee (annual percentage of
assets under management)*............... 1.00%**
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Annual Portfolio Operating Expenses
(expenses that are deducted from
Portfolio assets)
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Management Fees......................... .45%
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Other Expenses***....................... .12%
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Total Annual Portfolio Operating
Expenses................................ .57%
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* Investors in the Portfolio may be clients of the Advisor or its Affiliates
("Affiliates"). The "Maximum Account Fee" in the above table is the current
maximum annual fee that the Advisor or an Affiliate would charge its clients
directly for fiduciary, trust and/or advisory services (e.g., personal trust,
estate, advisory, tax and custodian services). The actual annual fees ("Client
Fees") charged by the Advisor and Affiliates for such services vary depending on
a number of factors, including the particular services provided to the client,
but are generally lower than 1% of the client's assets under management.
Investors also may have to pay various fees to others to become shareholders of
the Portfolio. See "Purchase of Shares."
** The Advisor and Affiliates currently intend to exclude the portion of its
clients' assets invested in the Portfolio when calculating Client Fees.
*** "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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$58 $183
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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 objective and policies.
You should carefully consider your own investment goals, time horizon and risk
tolerance before investing in the Portfolio.
The Portfolio's investment objective may be changed by the Board
members without shareholder approval.
The investment objective of the Portfolio is to provide maximum
long-term total return consistent with reasonable risk to principal.
The Advisor attempts to achieve the Portfolio's objective by investing,
under normal market conditions, at least 65% of the value of its total assets in
equity securities, such as common stocks, including dividend paying common
stocks, of companies with market capitalizations greater than $5 billion at the
time of purchase that the Advisor believes are undervalued. The overall average
capitalization of the Portfolio is maintained at a level similar to the S&P 500
Index. The S&P 500 Index is an unmanaged index composed of 500 common stocks,
most of which are listed on the New York Stock Exchange. The S&P 500 Index
assigns relative values to the stocks included in the index, weighted
accordingly to each stock's total market value relative to the total market
value of the other stocks included in the index.
The Advisor will actively manage this Portfolio based upon its ongoing
analysis of economic, financial and market developments. The Advisor also will
use its own equity computer model, which ranks stocks, as an investment guide
along with other portfolio optimization tools. The Advisor currently runs its
equity computer model at least weekly.
Other factors considered by the Advisor in the selection of securities
to buy and sell for this Portfolio include price-to-earnings ratios,
price-to-book value ratios, earnings-to-yields ratios, price-to-cash flow
ratios, return on equity ratios, debt-to-equity ratios, dividend yields,
earnings growth rates and historic price patterns. The Advisor expects that the
average price-to-earnings ratio of the holdings of the Portfolio will be equal
to or less than the average price-to-earnings ratio of the S&P 500 Index. The
Advisor will sell a portfolio security when, as a result of quantitative and
qualitative analysis, the Advisor believes that holding that security is no
longer consistent with the Portfolio's investment objective. Consequently, a
security may be sold for a number of reasons, including performance, a change in
its quantitative ranking by the Advisor's equity computer model, or due to
changing industry or specific company operating or financial fundamentals.
The Portfolio may actively trade portfolio securities to achieve its
principal investment strategies. A high rate of portfolio turnover involves
correspondingly high brokerage commission expenses and other transaction costs,
which may adversely affect the Portfolio's performance. High portfolio turnover
may also result in the realization of short-term capital gains. Distributions
derived from such gains will be treated as ordinary income for federal income
tax purposes.
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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 may include
various short-term instruments, for example, certificates of deposit, time
deposits, bankers' acceptances, commercial paper or similar money market
instruments. A defensive position, taken at the wrong time, would have an
adverse impact on the Portfolio's performance. To the extent the Portfolio
employs a temporary defensive investment strategy, it may not achieve its
investment objective.
Risks
The risks of investing in the Portfolio have been described above in
the Risk/Return Summary. The following supplements that description.
Selection of Investments
The Advisor evaluates the rewards and risks presented by all securities
purchased by the Portfolio and how they may advance the Portfolio's investment
objective. It is possible, however, that these evaluations will prove to be
inaccurate.
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.
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 certain employee benefit plans and certain
institutions (the "Institutions"), at the NAV per share next determined after
receipt of the purchase order by the transfer agent. There are no minimum
initial or subsequent investment requirements for the Portfolio. Beneficial
ownership of shares will be reflected on books maintained by the Advisor or the
Institutions. The Advisor has informed Glenmede Fund that neither it nor its
Affiliates currently have any minimum or subsequent investment requirements for
their Clients' investments in the Portfolio. Other Institutions may have such
requirements. If you wish to purchase shares in the Portfolio you should contact
the Advisor by telephone or facsimile or your Institution.
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Your broker/dealer or Institution may charge you for purchasing or
selling shares of the Portfolio. There is no transaction charge for shares
purchased directly from the Portfolio through the Advisor.
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 order. Generally, a properly signed written order 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 NAV
per share next determined after receipt of the order. Glenmede Fund may suspend
the right of redemption or postpone the date of payment under any emergency
circumstances as determined by the Securities and Exchange Commission (the
"SEC").
Redemption proceeds are normally paid in cash, although Glenmede Fund
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.
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 an aggregated 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 Taxes
The Portfolio contemplates declaring as dividends each year all or
substantially all of its taxable income, including its net capital gain (the
excess of long-term capital gain over short-term capital loss). Distributions
attributable to the net capital gain of the Portfolio will be taxable to you as
long-term capital gain, regardless of how long you have held your shares. Other
Portfolio distributions will generally be taxable as ordinary income. You will
be subject to income tax on Portfolio distributions regardless whether they are
paid in cash or reinvested in additional shares. You will be notified annually
of the tax status of distributions to you.
You should note that if you purchase shares just before a distribution,
the purchase price will reflect the amount of the upcoming distribution, but you
will be taxed on the entire amount of the distribution received, even though, as
an economic matter, the distribution simply constitutes a return of capital.
This is known as "buying into a dividend."
You will recognize taxable gain or loss on a sale, exchange or
redemption of your shares, including an exchange for shares of another
Portfolio, based on the difference between your tax basis in the shares and the
amount you receive for them. (To aid in computing your tax basis, you generally
should retain your account statements for the periods during which you held
shares.) Generally, this gain or loss will be long-term or short-term depending
on whether your holding period for the shares exceeds 12 months, except that any
loss realized on shares held for six months or less will be treated as a
long-term capital loss to the extent of any long-term capital gain dividends
that were 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.
State and Local Taxes
Shareowners may also be subject to state and local taxes on
distributions and redemptions. State income taxes may not apply however, to the
portions of the Portfolio's distributions, if any, that are attributable to
interest on federal securities.
The foregoing is only a summary of certain tax considerations under
current law, which may be subject to change in the future. 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 for further information regarding
federal, state, local and/or foreign tax consequences relevant to your specific
situation.
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MANAGEMENT OF THE PORTFOLIO
Investment Advisor
The Glenmede Trust Company with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as
investment advisor to the Portfolio (the "Advisor"). 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 September 30, 1999, the Advisor had over $15.7 billion
in assets in the accounts for which it serves in various capacities including as
executor, trustee or investment advisor.
Under an Investment Advisory Agreement with Glenmede Fund, the Advisor,
subject to the control and supervision of Glenmede Fund's Board and in
conformance with the stated investment objective and policies of the Portfolio,
manages the investment and reinvestment of the assets of the Portfolio. It is
the responsibility of the Advisor to make investment decisions for the Portfolio
and to place the Portfolio's purchase and sell orders.
For its services, the Advisor is entitled to receive a management fee
at the annual rate of .45% the Portfolio's average net assets. Additionally,
shareholders in the Portfolio who are clients of the Advisor, or an affiliate of
the Advisor, pay fees which vary, depending on the capacity in which the Advisor
or its affiliate provides fiduciary and investment services to the particular
client (e.g., personal trust, estate settlement, advisory and custodian
services). Shareholders in the Portfolio who are customers of other Institutions
may pay fees to those Institutions.
Stephen A. Mozur, CFA, CPA, is the portfolio manager primarily
responsible for the management of the Portfolio. Mr. Mozur has been employed by
the Advisor as a portfolio manager since February 1998. Prior to joining the
Advisor, he was responsible for portfolio management and research at Newbold's
Asset Management from 1987 to 1997 and Pilgrim Baxter & Associates from 1997 to
February 1998.
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.
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FINANCIAL HIGHLIGHTS
The Portfolio had not commenced investment operations as of ____, 2000.
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 1-202-942-8090. Reports and other information
about the Portfolio are available on the EDGAR Database on SEC's Internet site
at http://www.sec.gov. Copies of this information may be obtained, upon payment
of a duplicating fee, by electronic request at the following e-mail address:
[email protected], or by writing the Public Reference Section of the SEC,
Washington, DC 20549-0102.
Glenmede Fund's Investment Company Act File No. is 811-5577
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THE GLENMEDE FUND, INC.
(800) 442-8299
CORE VALUE 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 Core Value Portfolio, as
amended or supplemented from time to time (the "Prospectus"). No investment in
shares of the Core Value 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
Page
THE FUND......................................................................1
INVESTMENT STRATEGIES.........................................................1
INVESTMENT POLICIES AND RISKS.................................................1
PRICE OF PORTFOLIO SHARES.....................................................6
PURCHASE OF SHARES............................................................7
REDEMPTION OF SHARES..........................................................7
SHAREHOLDER SERVICES..........................................................7
PORTFOLIO TURNOVER............................................................7
INVESTMENT LIMITATIONS........................................................8
MANAGEMENT OF THE FUND.......................................................10
INVESTMENT ADVISORY AND OTHER SERVICES.......................................12
PORTFOLIO TRANSACTIONS.......................................................15
ADDITIONAL INFORMATION CONCERNING TAXES......................................15
PERFORMANCE CALCULATIONS.....................................................17
GENERAL INFORMATION..........................................................18
FINANCIAL STATEMENTS.........................................................19
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
(collectively, the "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, Core 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 Core Value
Portfolio.
Glenmede Fund is an open-end, management investment company. The Core
Value Portfolio (the "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.
From time to time, the Advisor may revise its equity computer model
programs to maintain or enhance the Portfolio's performance.
The Portfolio intends to remain, for the most part, fully invested in
equity securities which may include American Depository Receipts ("ADRs") listed
on the New York Stock Exchange. The Portfolio will not engage in "market timing"
transactions. However, for temporary purposes this Portfolio may invest a
portion of its assets (up to 20%) in short-term money market instruments issued
by U.S. or foreign issuers, denominated in dollars or any foreign currency,
including short-term certificates of deposit (including variable rate
certificates of deposit), time deposits with a maturity no greater than 180
days, bankers acceptances, commercial paper rated A-1 by S&P or Prime-1 by
Moody's, or in similar money market securities.
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. 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
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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 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 Advisor in making decisions with respect
to the lending of securities, subject to review by the Fund's Board.
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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 an advantageous
price or yield.
Investment Company Securities
In connection with the management of its daily cash positions, the
Portfolio may invest in securities issued by other open-end 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
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<PAGE>
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 10% 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.
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.
-4-
<PAGE>
Depositary Receipts
The Portfolio may purchase certain sponsored or unsponsored depositary
receipts. In sponsored programs, an issuer has made arrangements to have its
securities traded in the form of depositary receipts. For purposes of the
Portfolio's investment policies, the Portfolio's investments in depositary
receipts will be deemed to be investments in the underlying securities. In
unsponsored programs, the issuer may not be directly involved in the creation of
the program. Although regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, in some cases it may be easier to
obtain financial information from an issuer that has participated in the
creation of a sponsored program. Accordingly, there may be less information
available regarding issuers of securities underlying unsponsored programs and
there may not be a correlation between such information and the market value of
the depositary receipts.
The Portfolio may invest in American Depository Receipts ("ADRs"). ADRs
are depository receipts issued in registered form by a U.S. bank or trust
company evidencing ownership of underlying securities issued by a foreign
company. ADRs may be listed on a national securities exchange or may be traded
in the over-the-counter market. ADR prices are denominated in U.S. dollars
although the underlying securities are denominated in a foreign currency.
Generally, depositary receipts in registered form are designed for use
in the U.S. securities market and depositary receipts in bearer form are
designed for use in securities markets outside the United States. Depositary
receipts may not necessarily be denominated in the same currency as the
underlying securities into which they may be converted. Investments in ADRs,
involve risks similar to those accompanying direct investments in foreign
securities.
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.
-5-
<PAGE>
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 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 Advisor believes such
prices reflect the fair market value of such securities. The prices provided by
a pricing service are determined without regard to bid or last sale prices, but
take into account institutional size trading in similar groups of securities and
any developments related to specific securities. Debt securities with remaining
maturities of 60 days or less are valued at amortized cost, pursuant to which
(i) such securities shall be valued initially at cost on the date of purchase
or, in the case of securities purchased with more than 60 days maturity, at
their market or fair value on the 61st day prior to maturity, and (ii)
thereafter (absent unusual circumstances), a constant proportionate amortization
of any discount or premium shall be assumed until maturity of the security.
-6-
<PAGE>
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
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 Glenmede Fund
has elected to be governed by Rule 18f-1 under the 1940 Act which permits it 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 will not
consider turnover rate a limiting factor in making investment decisions
consistent with the Portfolio's investment objectives and policies.
-7-
<PAGE>
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;
(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
-8-
<PAGE>
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;
(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.
-9-
<PAGE>
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.
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. 78 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.* 67 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.
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Name and Address Age Principal Occupation During Past Five Years
- --------------------------- --- -------------------------------------------
<S> <C> <C>
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.
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
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.
Messrs. Allen, Boothby, Church, Palamara and Pew are members of the
Audit and Valuation Committees of the Board of Directors. The Audit Committee,
among other things, reviews the results of the annual audit and recommends to
the Fund the firm to be selected as independent auditors. The Valuation
Committee determines, in consultation with the Fund's administrator and Advisor,
the fair value of certain securities pursuant to procedures adopted by the Board
of Directors.
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. Board members
receive no compensation as members of the Audit or Valuation Committees.
Officers of the Fund receive no compensation as officers from the Fund.
-11-
<PAGE>
Set forth in the table below is the compensation received by Board
members for the fiscal year ended October 31, 1999, from Glenmede Fund and
Glenmede Portfolios (collectively, the "Funds"). Each director of Glenmede Fund
is also a trustee of Glenmede Portfolios.
<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Aggregate Aggregate Benefits Annual
Compensation Compensation Total Benefits Total
Name of from From Part of the Upon Compensation
Person, Position Glenmede Fund Glenmede Portfolios Funds' Expenses Retirement From the Funds
---------------- --------------- ------------------- --------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Dr. H. Franklin Allen, Ph.D., $14,943.59 $1,056.41 None None $16,000.00
Director/Trustee
Willard S. Boothby, Jr., $14,943.59 $1,056.41 None None $16,000.00
Director/Trustee
John W. Church, Jr. $14,943.59 $1,056.41 None None $16,000.00
Director/Trustee
Francis J. Palamara, $14,943.59 $1,056.41 None None $16,000.00
Director/Trustee
G. Thompson Pew, Jr., $14,943.59 $1,056.41 None None $16,000.00
Director/Trustee
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisor
The Advisor, The Glenmede Trust Company, a limited purpose trust
company chartered in 1956, provides fiduciary and investment services to
endowment funds, foundations, employee benefit plans and other institutions and
individuals. The Advisor is the wholly-owned subsidiary of The Glenmede
Corporation (the "Corporation") whose shares are closely held by 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:
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<PAGE>
The Glenmede Corporation Percent of Percent of
Board of Directors Voting Shares Total Shares
- ------------------------ ------------- ------------
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%
The Advisor is entitled to receive a fee from the Portfolio for its
services, calculated daily and payable monthly, at the annual rate of .45% of
the Portfolio's average daily net assets.
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 $2 million of principal, .60% on the
next $3 million of principal, .50% on the next $5 million of principal. 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 Funds equal to .12% of the first $100 million of the combined net assets of
all portfolios of the Funds; .08% of the next $150 million of the combined net
assets of all portfolios of the Funds; .04% of the next $500 million of the
combined net assets of all portfolios of the Funds; and .03% of the combined net
assets of all portfolios of the Funds over $750 million. The fee is allocated to
each portfolio based on its relative net assets.
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
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<PAGE>
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 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"), Two Portland
Square, 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.
-14-
<PAGE>
Reports
Shareholders will receive unaudited semi-annual financial statements
and audited annual financial statements.
PORTFOLIO TRANSACTIONS
The Investment Advisory Agreement authorizes the Advisor, to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the 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 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 under the Investment
Advisory Agreement. A commission paid to such brokers may be higher than that
which another qualified broker would have charged for effecting the same
transaction, provided that such commissions are paid in compliance with the
Securities Exchange Act of 1934, as amended, and that the Advisor determines in
good faith that such commission is reasonable in terms either of the transaction
or the overall responsibility of the Advisor to the Portfolio and the 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 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. 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 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.
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.
-15-
<PAGE>
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 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.
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.
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 tax principles applicable to transactions in financial instruments
that may be engaged in by the Portfolio, and investments as passive foreign
investment corporations ("PFICs"), are complex and, in some cases, uncertain.
Such transactions and investments may cause the Portfolio to recognize taxable
income prior to the receipt of cash, thereby requiring the Portfolio to
liquidate other positions, or to borrow money, so as to make sufficient
distributions to shareholders to avoid corporate-level tax. Moreover, some or
all of the taxable income recognized may be ordinary income or short-term
capital gain, so that the distributions may be taxable to shareholders as
ordinary income.
In addition, in the case of any shares of a PFIC in which the Portfolio
invests, the Portfolio may be liable for corporate-level tax on any ultimate
gain or distributions on the shares if the Portfolio fails to make an election
to recognize income annually during the period of its ownership of the shares.
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
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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 S&P 500 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.
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.
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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.
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
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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 November 30, 1999, the Advisor held of record substantially all
of the outstanding shares of each of the Glenmede Fund's Portfolios (including
the Advisor and Institutional Share classes of the Small Capitalization Equity
Portfolio). For more information about the Advisor, see "Investment Advisor" in
the Prospectus. As of November 30, 1999, the directors and officers of the
Glenmede Fund collectively owned less than 1% of the outstanding shares of each
Portfolio of Glenmede Fund. As of November 30, 1999, no shares of the Small
Capitalization Growth Portfolio or the Core Value Portfolio were issued or
outstanding. As of the date of this Statement of Additional Information, The
Glenmede Trust Company, the Core Value Portfolio's initial shareholder, owned
all of this 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.
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.
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<PAGE>
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
Commercial Paper Ratings
- ------------------------
A Standard & Poor's commercial paper rating is a current
opinion of the creditworthiness of an obligor with respect to financial
obligations having an original maturity of no more than 365 days. The following
summarizes the rating categories used by Standard and Poor's for commercial
paper:
"A-1" - Obligations are rated in the highest category
indicating that the obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.
"A-2" - Obligations are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.
"A-3" - Obligations exhibit adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.
"B" - Obligations are regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
"C" - Obligations are currently vulnerable to nonpayment and
are dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation.
"D" - Obligations are in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D"
rating will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.
Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually senior debt obligations not having an original
maturity in excess of one year, unless explicitly noted. The following
summarizes the rating categories used by Moody's for commercial paper:
"Prime-1" - Issuers (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be
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evidenced by many of the following characteristics: leading market positions in
well-established industries; high rates of return on funds employed;
conservative capitalization structure with moderate reliance on debt and ample
asset protection; broad margins in earnings coverage of fixed financial charges
and high internal cash generation; and well-established access to a range of
financial markets and assured sources of alternate liquidity.
"Prime-2" - Issuers (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
"Prime-3" - Issuers (or supporting institutions) have an
acceptable ability for repayment of senior short-term debt obligations. The
effect of industry characteristics and market compositions may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
"Not Prime" - Issuers do not fall within any of the Prime
rating categories.
The three rating categories of Duff & Phelps for investment
grade commercial paper and short-term debt are "D-1," "D-2" and "D-3." Duff &
Phelps employs three designations, "D-1+," "D-1" and "D-1-," within the highest
rating category. The following summarizes the rating categories used by Duff &
Phelps for commercial paper:
"D-1+" - Debt possesses the highest certainty of timely
payment. Short-term liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.
"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
"D-1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental protection
factors. Risk factors are very small.
"D-2" - Debt possesses good certainty of timely payment.
Liquidity factors and company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to capital markets is
good. Risk factors are small.
"D-3" - Debt possesses satisfactory liquidity and other
protection factors qualify issues as to investment grade. Risk factors are
larger and subject to more variation. Nevertheless, timely payment is expected.
"D-4" - Debt possesses speculative investment characteristics.
Liquidity is not sufficient to insure against disruption in debt service.
Operating factors and market access may be subject to a high degree of
variation.
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"D-5" - Issuer failed to meet scheduled principal and/or
interest payments.
Fitch IBCA short-term ratings apply to debt obligations that
have time horizons of less than 12 months for most obligations, or up to three
years for U.S. public finance securities. The following summarizes the rating
categories used by Fitch IBCA for short-term obligations:
"F1" - Securities possess the highest credit quality. This
designation indicates the best capacity for timely payment of financial
commitments and may have an added "+" to denote any exceptionally strong credit
feature.
"F2" - Securities possess good credit quality. This
designation indicates a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of the
higher ratings.
"F3" - Securities possess fair credit quality. This
designation indicates that the capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result in a
reduction to non-investment grade.
"B" - Securities possess speculative credit quality. This
designation indicates minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.
"C" - Securities possess high default risk. This designation
indicates that default is a real possibility and that the capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.
"D" - Securities are in actual or imminent payment default.
Thomson Financial BankWatch short-term ratings assess the
likelihood of an untimely payment of principal and interest of debt instruments
with original maturities of one year or less. The following summarizes the
ratings used by Thomson Financial BankWatch:
"TBW-1" - This designation represents Thomson Financial
BankWatch's highest category and indicates a very high likelihood that principal
and interest will be paid on a timely basis.
"TBW-2" - This designation represents Thomson Financial
BankWatch's second-highest category and indicates that while the degree of
safety regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1."
"TBW-3" - This designation represents Thomson Financial
BankWatch's lowest investment-grade category and indicates that while the
obligation is more susceptible to adverse
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developments (both internal and external) than those with higher ratings, the
capacity to service principal and interest in a timely fashion is considered
adequate.
"TBW-4" - This designation represents Thomson Financial
BankWatch's lowest rating category and indicates that the obligation is regarded
as non-investment grade and therefore speculative.
Corporate and Municipal Long-Term Debt Ratings
- ----------------------------------------------
The following summarizes the ratings used by Standard & Poor's
for corporate and municipal debt:
"AAA" - An obligation rated "AAA" has the highest rating
assigned by Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is extremely strong.
"AA" - An obligation rated "AA" differs from the highest rated
obligations only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.
"A" - An obligation rated "A" is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.
"BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded
as having significant speculative characteristics. "BB" indicates the least
degree of speculation and "C" the highest. While such obligations will likely
have some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions.
"BB" - An obligation rated "BB" is less vulnerable to
nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or economic conditions
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.
"B" - An obligation rated "B" is more vulnerable to nonpayment
than obligations rated "BB," but the obligor currently has the capacity to meet
its financial commitment on the obligation. Adverse business, financial or
economic conditions will likely impair the obligor's capacity or willingness to
meet its financial commitment on the obligation.
"CCC" - An obligation rated "CCC" is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial and economic
conditions for the obligor to meet its financial commitment on the obligation.
In the event of adverse business, financial, or economic
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conditions, the obligor is not likely to have the capacity to meet its financial
commitment on the obligation.
"CC" - An obligation rated "CC" is currently highly vulnerable
to nonpayment.
"C" - The "C" rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action taken, but payments on this
obligation are being continued.
"D" - An obligation rated "D" is in payment default. The "D"
rating category is used when payments on an obligation are not made on the date
due even if the applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such grace period. The
"D" rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC"
may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
"c" - The 'c' subscript is used to provide additional
information to investors that the bank may terminate its obligation to purchase
tendered bonds if the long-term credit rating of the issuer is below an
investment-grade level and/or the issuer's bonds are deemed taxable.
"p" - The letter 'p' indicates that the rating is provisional.
A provisional rating assumes the successful completion of the project financed
by the debt being rated and indicates that payment of debt service requirements
is largely or entirely dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of or the risk of
default upon failure of such completion. The investor should exercise his own
judgment with respect to such likelihood and risk.
* Continuance of the ratings is contingent upon Standard &
Poor's receipt of an executed copy of the escrow agreement or closing
documentation confirming investments and cash flows.
"r" - The 'r' highlights derivative, hybrid, and certain other
obligations that Standard & Poor's believes may experience high volatility or
high variability in expected returns as a result of noncredit risks. Examples of
such obligations are securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an 'r'
symbol should not be taken as an indication that an obligation will exhibit no
volatility or variability in total return.
N.R. Not rated. Debt obligations of issuers outside the United
States and its territories are rated on the same basis as domestic corporate and
municipal issues. The ratings measure the creditworthiness of the obligor but do
not take into account currency exchange and related uncertainties.
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The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:
"Aaa" - Bonds are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
"Aa" - Bonds are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than the "Aaa"
securities.
"A" - Bonds possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
"Baa" - Bonds are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
"Ba," "B," "Caa," "Ca" and "C" - Bonds that possess one of
these ratings provide questionable protection of interest and principal ("Ba"
indicates speculative elements; "B" indicates a general lack of characteristics
of desirable investment; "Caa" indicates poor standing; "Ca" represents
obligations which are speculative in a high degree; and "C" represents the
lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in default.
Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operating experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.
Note: Moody's applies numerical modifiers 1, 2, and 3 in each
generic rating classification from "Aa" through "Caa." The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of its generic rating category.
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The following summarizes the long-term debt ratings used by
Duff & Phelps for corporate and municipal long-term debt:
"AAA" - Debt is considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt.
"AA" - Debt is considered to be of high credit quality.
Protection factors are strong. Risk is modest but may vary slightly from time to
time because of economic conditions.
"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable in periods of greater economic
stress.
"BBB" - Debt possesses below-average protection factors but
such protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles. This is the
lowest investment grade category.
"BB," "B," "CCC," "DD" and "DP" - Debt that possesses one of
these ratings is considered to be below investment grade. Although below
investment grade, debt rated "BB" is deemed likely to meet obligations when due.
Debt rated "B" possesses the risk that obligations will not be met when due.
Debt rated "CCC" is well below investment grade and has considerable uncertainty
as to timely payment of principal, interest or preferred dividends. Debt rated
"DD" is a defaulted debt obligation, and the rating "DP" represents preferred
stock with dividend arrearages.
To provide more detailed indications of credit quality, the
"AA," "A," "BBB," "BB" and "B" ratings may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within these major categories.
The following summarizes the ratings used by Fitch IBCA for
corporate and municipal bonds:
"AAA" - Bonds considered to be investment grade and of the
highest credit quality. These ratings denote the lowest expectation of credit
risk and are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
"AA" - Bonds considered to be investment grade and of very
high credit quality. These ratings denote a very low expectation of credit risk
and indicate very strong capacity for timely payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable events.
"A" - Bonds considered to be investment grade and of high
credit quality. These ratings denote a low expectation of credit risk and
indicate strong capacity for timely payment of financial commitments. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.
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"BBB" - Bonds considered to be investment grade and of good
credit quality. These ratings denote that there is currently a low expectation
of credit risk. The capacity for timely payment of financial commitments is
considered adequate, but adverse changes in circumstances and in economic
conditions are more likely to impair this capacity. This is the lowest
investment grade category.
"BB" - Bonds considered to be speculative. These ratings
indicate that there is a possibility of credit risk developing, particularly as
the result of adverse economic change over time; however, business or financial
alternatives may be available to allow financial commitments to be met.
Securities rated in this category are not investment grade.
"B" - Bonds are considered highly speculative. These ratings
indicate that significant credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable business and
economic environment.
"CCC," "CC" and "C" - Bonds have high default risk. Default is
a real possibility, and capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic developments. "CC"
ratings indicate that default of some kind appears probable, and "C" ratings
signal imminent default.
"DDD," "DD" and "D" - Bonds are in default. The ratings of
obligations in this category are based on their prospects for achieving partial
or full recovery in a reorganization or liquidation of the obligor. While
expected recovery values are highly speculative and cannot be estimated with any
precision, the following serve as general guidelines. "DDD" obligations have the
highest potential for recovery, around 90%-100% of outstanding amounts and
accrued interest. "DD" indicates potential recoveries in the range of 50%-90%,
and "D" the lowest recovery potential, i.e., below 50%.
Entities rated in this category have defaulted on some or all
of their obligations. Entities rated "DDD" have the highest prospect for
resumption of performance or continued operation with or without a formal
reorganization process. Entities rated "DD" and "D" are generally undergoing a
formal reorganization or liquidation process; those rated "DD" are likely to
satisfy a higher portion of their outstanding obligations, while entities rated
"D" have a poor prospect for repaying all obligations.
To provide more detailed indications of credit quality, the
Fitch IBCA ratings from and including "AA" to "CCC" may be modified by the
addition of a plus (+) or minus (-) sign to denote relative standing within
these major rating categories.
`NR' indicates the Fitch IBCA does not rate the issuer or
issue in question.
`Withdrawn': A rating is withdrawn when Fitch IBCA deems the
amount of information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.
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RatingAlert: Ratings are placed on RatingAlert to notify
investors that there is a reasonable probability of a rating change and the
likely direction of such change. These are designated as "Positive," indicating
a potential upgrade, "Negative," for a potential downgrade, or "Evolving," if
ratings may be raised, lowered or maintained. RatingAlert is typically resolved
over a relatively short period.
Thomson Financial BankWatch assesses the likelihood of an
untimely repayment of principal or interest over the term to maturity of long
term debt and preferred stock which are issued by United States commercial
banks, thrifts and non-bank banks; non-United States banks; and broker-dealers.
The following summarizes the rating categories used by Thomson BankWatch for
long-term debt ratings:
"AAA" - This designation indicates that the ability to repay
principal and interest on a timely basis is extremely high.
"AA" - This designation indicates a very strong ability to
repay principal and interest on a timely basis, with limited incremental risk
compared to issues rated in the highest category.
"A" - This designation indicates that the ability to repay
principal and interest is strong. Issues rated "A" could be more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.
"BBB" - This designation represents the lowest
investment-grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.
"BB," "B," "CCC" and "CC" - These designations are assigned by
Thomson Financial BankWatch to non-investment grade long-term debt. Such issues
are regarded as having speculative characteristics regarding the likelihood of
timely repayment of principal and interest. "BB" indicates the lowest degree of
speculation and "CC" the highest degree of speculation.
"D" - This designation indicates that the long-term debt is in
default.
PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC"
may include a plus or minus sign designation which indicates where within the
respective category the issue is placed.
Municipal Note Ratings
- ----------------------
A Standard and Poor's note rating reflects the liquidity
factors and market access risks unique to notes due in three years or less. The
following summarizes the ratings used by Standard & Poor's for municipal notes:
A-9
<PAGE>
"SP-1" - The issuers of these municipal notes exhibit a strong
capacity to pay principal and interest. Those issues determined to possess a
very strong capacity to pay debt service are given a plus (+) designation.
"SP-2" - The issuers of these municipal notes exhibit
satisfactory capacity to pay principal and interest, with some vulnerability to
adverse financial and economic changes over the term of the notes.
"SP-3" - The issuers of these municipal notes exhibit
speculative capacity to pay principal and interest.
Moody's ratings for state and municipal notes and other
short-term loans are designated Moody's Investment Grade ("MIG") and variable
rate demand obligations are designated Variable Moody's Investment Grade
("VMIG"). Such ratings recognize the differences between short-term credit risk
and long-term risk. The following summarizes the ratings by Moody's Investors
Service, Inc. for short-term notes:
"MIG-1"/"VMIG-1" - This designation denotes best quality.
There is present strong protection by established cash flows, superior liquidity
support or demonstrated broad-based access to the market for refinancing.
"MIG-2"/"VMIG-2" - This designation denotes high quality.
Margins of protection are ample although not so large as in the preceding group.
"MIG-3"/"VMIG-3" - This designation denotes favorable quality,
with all security elements accounted for but lacking the undeniable strength of
the preceding grades. Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.
"MIG-4"/"VMIG-4" - This designation denotes adequate quality.
Protection commonly regarded as required of an investment security is present
and although not distinctly or predominantly speculative, there is specific
risk.
"SG" - This designation denotes speculative quality. Debt
instruments in this category lack margins of protection.
Fitch IBCA and Duff & Phelps use the short-term ratings
described under Commercial Paper Ratings for municipal notes.
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.
A-10
<PAGE>
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.
Foreign Investments
- -------------------
Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Because the stocks of foreign companies are frequently
denominated in foreign currencies, and because the 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
A-11
<PAGE>
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.
A-12
<PAGE>
THE GLENMEDE FUND, INC.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Articles of Amendment and Restatement dated October
12, 1988 are incorporated herein by reference to
Exhibit 1(a) to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A
(Nos. 33-22884/811-5577) filed with the SEC on
December 29, 1995 ("PEA #17").
(2) Articles Supplementary dated August 16, 1989 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(b) to PEA #17.
(3) Articles Supplementary dated February 28, 1991 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(c) to PEA #17.
(4) Articles Supplementary dated March 3, 1992 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(d) to PEA #17.
(5) Articles Supplementary dated June 2, 1992 to Articles
of Incorporation are incorporated herein by reference
to Exhibit 1(e) to PEA #17.
(6) Articles Supplementary dated September 30, 1994 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(f) to PEA #17.
(7) Articles Supplementary dated December 30, 1994 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(g) to PEA #17.
(8) Articles Supplementary dated February 26, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(h) to Post-Effective Amendment
No. 21 to the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) as filed with the
SEC on June 7, 1997 ("PEA #21").
(9) Articles Supplementary dated September 24, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(i) to Post-Effective Amendment
No. 24 to the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) filed with the SEC
on October 31, 1997 ("PEA #24").
<PAGE>
(10) Articles of Amendment dated September 24, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(i) to PEA #24.
(11) Articles of Amendment dated September 24, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(k) to PEA #24.
(12) Articles Supplementary dated September 26, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(l) to PEA #24.
(13) Articles of Amendment dated December 23, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(m) to Post-Effective Amendment
No. 26 to the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) filed with the SEC
on March 2, 1998 ("PEA #26").
(14) Articles Supplementary dated December 23, 1997 to
Articles of Incorporation are incorporated herein by
reference to Exhibit 1(n) to PEA #26.
(15) Articles of Amendment dated August 20, 1998 to the
Articles of Incorporation 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 are incorporated herein by
reference to Exhibit (a)(16) to Post-Effective
Amendment No. 29 to the Registrant's Registration
Statement on form N-1A (Nos. 33-22884/811-5577) filed
with the SEC on October 15, 1999 ("PEA #29").
(17) Articles Supplementary dated December 13, 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
-2-
<PAGE>
incorporated herein by reference to Exhibit 1(c) to PEA
#17; Articles Supplementary dated March 3, 1992 to
Articles of Incorporation which are incorporated herein by
reference to Exhibit 1(d) to PEA #17; Articles
Supplementary dated June 2, 1992 to Articles of
Incorporation which are incorporated herein by reference
to Exhibit 1(e) to PEA #17; Articles Supplementary dated
September 30, 1994 to Articles of Incorporation which are
incorporated herein by reference to Exhibit 1(f) to PEA
#17; Articles Supplementary dated December 30, 1994 to
Articles of Incorporation which are incorporated by
reference to Exhibit 1(g) to PEA #17; Articles
Supplementary dated February 26, 1997 to Articles of
Incorporation which are incorporated herein by reference
to Exhibit 1(h) to PEA #21; 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; Articles Supplementary Dated
October 11, 1999 to Articles of Incorporation which are
incorporated herein by reference to Exhibit (a)(16) to PEA
#29; Articles Supplementary Dated December 13, 1999 to
Articles of Incorporation which are included herein as
Exhibit (a)(7); 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.
-3-
<PAGE>
(6) Sub-Investment Advisory Agreement among the
Registrant, The Glenmede Trust Company and Pictet
International Management Limited relating to the
Emerging Markets Portfolio dated December 12, 1994 is
incorporated herein by reference to Exhibit 5(f) to
PEA #17.
(7) Amendment No. 1, dated December 12, 1994, to the
Investment Advisory Agreement for the Emerging
Markets Portfolio between the Registrant and the
Glenmede Trust Company is incorporated herein by
reference to Exhibit 5(g) to Post-Effective Amendment
No. 18 to the Registrant's Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) as filed with the
SEC on February 27, 1996 ("PEA #18").
(8) Amendment No. 1, dated September 11, 1996, to the
Investment Advisory Agreement for the Emerging
Markets Portfolio between Registrant and the Glenmede
Trust Company is incorporated herein by reference to
Exhibit 5(h) to PEA #21.
(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 is
incorporated herein by reference to Exhibit (d)(12)
to PEA #29.
(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 is incorporated
herein by reference to Exhibit (d)(13) to PEA #29.
(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 is incorporated herein by reference
to Exhibit (d)(14) to PEA #29.
-4-
<PAGE>
(15) Form of Investment Advisory Agreement between the
Registrant and The Glenmede Trust Company relating to
the Core Value 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. relating to the
Small Capitalization Growth and Core Value
Portfolios.
(f) Not Applicable.
(g) (1) Custody Agreement dated December 13, 1994, as amended
and restated May 1, 1995 between Registrant and The
Chase Manhattan Bank, N.A. is incorporated herein by
reference to Exhibit 8(a) to PEA #17.
(2) Amendment dated May 1, 1995 to Custody Agreement
between Registrant and The Chase Manhattan Bank, N.A.
dated May 1, 1995 is incorporated herein by reference
to Exhibit 8(b) to PEA #17.
(3) Form of Amendment to Exhibit A to Custody Agreement
between Registrant and The Chase Manhattan Bank, N.A.
relating to the Small Capitalization Growth and Core
Value Portfolios.
(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 and Plan relating to the Small
Capitalization Growth and Core Value Portfolios.
(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").
-5-
<PAGE>
(2) Opinion of Counsel as to Legality of Securities Being
Registered is incorporated herein by reference to
Exhibit (i)(2) to PEA #29.
(3) 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.
(3) Form of Purchase Agreement between Registrant and The
Glenmede Trust Company relating to the Small
Capitalization Growth Portfolio is incorporated
herein by reference to Exhibit (l)(3) of PEA #29.
(4) Form of Purchase Agreement between Registrant and The
Glenmede Trust Company relating to the Core Value
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
-6-
<PAGE>
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, 1997, as well as the capacity in which
such person was connected.
<TABLE>
<CAPTION>
Name and Principal
Name and Position Business Address Connection with
with Investment Adviser of other Company other Company
----------------------- ------------------ ----------------
<S> <C> <C>
Susan W. Catherwood The Glenmede Corporation Director
The Glenmede Trust Company Director
of New Jersey
PECO Energy Director
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
Thomas Harrison Skelton Board Member
Foundation
The Catherwood Foundation Board Member
</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>
Richard F. Pew The Glenmede Corporation Director
Yellowstone Center Director
for Mountain Environments
Mountain Research Center, Director
Montana State University
Teton Science School; Director
Kelly Wyoming
Thomas W. Langfitt, M.D. The Glenmede Corporation Director
Committee on Automotive Chairman
Safety, General Motors
Corporation
University of Pennsylvania Board Member
Medical Center
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
Community College of Director
Philadelphia
National Museum of Trustee
American History -
Smithsonian Institute
</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>
Arthur E. Pew, III The Glenmede Corporation Director
Minnesota Transportation Member, Board of
Museum Trustees
Museum of Transportation Chairman of the
Development Corporation, Board
St. Paul, Minnesota
Manitou Island Association Member, Board of
(White Bear Lake, Minnesota) Directors
Osceola and St. Croix Member, Board of
Valley Railway (Osceola, Directors
Wisconsin)
J. Howard Pew, II The Glenmede Corporation Director
J.N. Pew, III The Glenmede Corporation Director
J.N. Pew, IV, M.D. The Glenmede Corporation Director
The Glenmede Trust Company Director
of New Jersey
Private Practice President
of Internal Medicine
Flying Hills Self Storage, President
Inc.
American Red Cross, Director
Berks County
French and Pickering Creek Director
Conservation Trust, Inc.
</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>
R. Anderson Pew The Glenmede Corporation Director, Chairman
of the Board
The Glenmede Trust Company, Director
N.A.
Sun Company, Inc. Director
Bryn Mawr College Vice Chairman,
Board of Trustees
The Children's Hospital Vice Chairman of
of Philadelphia Board of Trustees
The Jackson Library Member, Corporation Board
of Trustees
The Curtis Institute Member, Board of Trustees
of Music, Philadelphia
Aircraft Owners and Pilots Chairman of the Board
Association
AOPA Air Safety Chairman of
Foundation the Board of Trustees
Academy of Music Member,
Philadelphia, Inc. AOM Committee
Ethel Benson Wister The Glenmede Corporation Director
Academy of Music Committee Member
Philadelphia, Inc.
Concerto Soloists Orchestra Arts Award 1997
Recipient
Scheie Eye Institute/Department Recipient, Guest of Honor
Of Ophthalmology-University of Award 1998 - Scheie
Pennsylvania Odyssey Ball
Philadelphia Television Network, Board Member
Inc.
</TABLE>
-10-
<PAGE>
(b) Sub-Investment Advisor - Pictet International Management
Limited
Pictet International Management Limited 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. Pictet International Management Limited, 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 ADV filed by Pictet
International Management Limited pursuant to the Investment Advisers Act of 1940
(SEC File No. 801-15143).
(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 TCW Funds Management, Inc. is
incorporated by reference to Schedules A and D of 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)
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address with Principal Underwriter with Registrant
- ------------------ -------------------------- ---------------
<S> <C> <C>
John Y. Keffer President None
David I. Goldstein Secretary None
Benjamin L. Niles Vice President None
Nanette K. Chern Chief Compliance Officer None
Ronald H. Hirsch Treasurer None
Marc D. Keffer Assistant Secretary None
Federick Skillin Assistant Treasurer None
</TABLE>
(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 to 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.
Two Portland Square
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. 30 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 December,
1999.
THE GLENMEDE FUND, INC.
By /s/ Mary Anne 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. 30 to the Registration Statement of The
Glenmede Fund, Inc. has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* John W. Church Chairman December 15, 1999
- ---------------------------
John W. Church, Jr.
/s/ Mary Ann B. Wirts President and December 15, 1999
- -------------------------- Chief Executive Officer
Mary Ann B. Wirts
* H. Franklin Allen Director December 15, 1999
- --------------------------
H. Franklin Allen, Ph.D.
* Willard S. Boothby Director December 15, 1999
- --------------------------
Willard S. Boothby, Jr.
* Francis J. Palamara Director December 15, 1999
- --------------------------
Francis J. Palamara
* G. Thompson Pew, Jr. Director December 15, 1999
- --------------------------
G. Thompson Pew, Jr.
/s/ Kimberly C. Osborne Executive Vice December 15, 1999
- -------------------------- President and
Kimberly C. Osborne Treasurer
*By: /s/ Michael P. Malloy
-----------------------------------
Michael P. Malloy, Attorney-in-fact
</TABLE>
-15-
<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
----------------------------------
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) (17) Articles Supplementary dated December 13, 1999 to the Articles
of Incorporation.
(d) (15) Form of Investment Advisory Agreement relating to the Core
Value Portfolio.
(e) (2) Form of Appendix A to Distribution Agreement between Registrant
and ICC Distributors, Inc. relating to the Small Capitalization
Growth and Core Value Portfolios.
(g) (3) Form of Amendment to Exhibit A to Custody Agreement between
Registrant and The Chase Manhattan Bank, N.A. relating to the
Small Capitalization Growth and Core Value Portfolios.
(h) (5) Form of Amended and Restated Shareholder Servicing Agreement
and Plan relating to the Small Capitalization Growth and Core
Value Portfolios.
(i) (3) Opinion of Counsel as to Legality of Securities Being
Registered.
(j) (1) Consent of Drinker Biddle & Reath LLP.
(2) Consent of PricewaterhouseCoopers LLP.
(l) (4) Form of Purchase Agreement between Registrant and The Glenmede
Trust Company relating to the Core Value Portfolio.
-16-
<PAGE>
Exhibit (a)(17)
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 Fifteen Million (15,000,000) authorized, unissued and unclassified
shares of Glenmede Fund of the par value of $.001 per share, as Core Value
Portfolio shares, pursuant to the following resolution adopted by the Board of
Directors of Glenmede Fund on December 13, 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: Fifteen Million (15,000,000) authorized, unissued and
unclassified shares of Glenmede Fund (of the par value of $.001 per
share and of the aggregate par value of Fifteen Thousand Dollars
($15,000)) be, and hereby are, classified as Core Value Portfolio
shares; and
FURTHER RESOLVED, that Core Value Portfolio shares
shall have all the rights and privileges as set forth in Glenmede
Fund's Articles of Amendment and Restatement.
SECOND: In accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, the Board of Directors of Glenmede Fund has
reclassified Five Million (5,000,000) authorized and classified shares of
Glenmede Fund, pursuant to the following resolution adopted by the Board of
Directors of Glenmede Fund on December 13, 1999:
RESOLVED, that the Five Million (5,000,000)
authorized and classified shares of the Flag Investors Series Class A
Shares of the Institutional International Portfolio of Glenmede Fund
(with a par value of $.001 per share and of the aggregate par value of
Five Thousand Dollars ($5,000)) shall be reclassified as unclassified
shares, and, subject to the authority of the Board of Directors to
hereafter classify and reclassify such shares, shall no longer
represent interests in any investment portfolio of Glenmede Fund.
<PAGE>
General
-------
THIRD: The shares of capital stock of Glenmede Fund classified and
reclassified pursuant to the resolutions set forth in Article FIRST and SECOND
of these Articles Supplementary have been classified and reclassified by
Glenmede Fund's Board of Directors under the authority contained in the Articles
of Amendment and Restatement of Glenmede Fund.
FOURTH: These Articles Supplementary do not increase the authorized
number of shares of Glenmede Fund or the aggregate par value thereof. The total
number of shares of capital stock which Glenmede Fund is presently authorized to
issue remains Two Billion Five Hundred Million (2,500,000,000) shares (of the
par value of One Mill ($.001) each) and of the aggregate par value of Two
Million Five Hundred Thousand ($2,500,000) of Common Stock classified as
follows:
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
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
Core Value Portfolio............................. 15,000,000
Unclassified..................................... 15,000,000
----------
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 as of this 13th day of
December 1999.
Attest: THE GLENMEDE FUND, INC.
/s/ Michael P. Malloy /s/ Mary Ann B. Wirts
- --------------------- ------------------------
Michael P. Malloy Mary Ann B. Wirts
Secretary President
-2-
<PAGE>
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.
Mary Ann B. Wirts
------------------
Mary Ann B. Wirts
President
<PAGE>
Exhibit (d)(15)
INVESTMENT ADVISORY AGREEMENT
-----------------------------
Agreement made this ___ day of February, 2000 by and between The
Glenmede Fund, Inc., a Maryland corporation (the "Company"), and The Glenmede
Trust Company, a Pennsylvania corporation (the "Adviser").
1. Duties of Adviser. The Company hereby appoints the Adviser to act as
investment adviser to its Core Value Portfolio (the "Portfolio") for the period
and on such terms set forth in this Agreement. The Company employs the Adviser
to manage the investment and reinvestment of the assets of the Portfolio, to
continuously review, supervise and administer the investment program of the
Portfolio, to determine in its discretion the securities to be purchased or sold
and the portion of the Portfolio's assets to be held uninvested, to provide the
Company with records concerning the Adviser's activities which the Company is
required to maintain, and to render regular reports to the Company's officers
and Board of Directors concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Directors of the Company
and in compliance with the objective, policies and limitations set forth in the
Portfolio's prospectus and applicable laws and regulations. The Adviser accepts
such employment and agrees to render 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 .45% of the average daily net assets held in the Portfolio.
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.
-2-
<PAGE>
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 Investment Company Act of 1940
("1940 Act")), the Adviser shall not be subject to any liability whatsoever to
the Company or to any shareholder of the Company, for any error or judgment,
mistake of law or any other act or omission in the course of, or connected with,
rendering services hereunder including without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.
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.
-3-
<PAGE>
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.
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.
-5-
<PAGE>
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.
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
February, 2000.
THE GLENMEDE FUND, INC.
__________________________
By:
THE GLENMEDE TRUST COMPANY
__________________________
By:
<PAGE>
Exhibit (e)(2)
THE GLENMEDE FUND, INC.
DISTRIBUTION AGREEMENT
Appendix A
as of ______ __, 1999
<TABLE>
<CAPTION>
============================================================================================
<S> <C> <C>
Distribution
Funds of The Glenmede Fund, Inc. Class Fee
- --------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------
Core Value Portfolio Single class of shares None
============================================================================================
</TABLE>
The Glenmede Fund, Inc. ICC Distributors, Inc.
The Glenmede Portfolios
By:____________________ By:____________________
Title: Title:
<PAGE>
Exhibit (g)(3)
CUSTODY AGREEMENT
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
Core Value Portfolio
The Glenmede Fund, Inc. Chase Manhattan Bank, N.A.
The Glenmede Portfolios
By:____________________ By:____________________
Title: Title:
<PAGE>
Exhibit (h)(5)
THE GLENMEDE FUND, INC.
AMENDED AND RESTATED
SHAREHOLDER SERVICING PLAN
Section 1. Each of the proper officers of The Glenmede Fund, Inc. (the
"Company") is authorized to execute and deliver, in the name and on behalf of
the Company, written agreements based substantially on the form attached hereto
as Appendix A or any other form duly-approved by the Company's Board of
Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship ("Servicing Agents") with the beneficial owners of shares
in any of the Company's series listed on Exhibit I hereto (the "Portfolios").
Pursuant to such Agreements, Servicing Agents shall provide shareholder support
services as set forth therein to their clients who beneficially own shares of
the Portfolios in consideration of a fee, computed monthly in the manner set
forth in the applicable Portfolio's then current prospectus, at an annual rate
specified on Exhibit I hereto as a percentage of the average daily net asset
value of the shares beneficially owned by or attributable to such clients.
Affiliates of the Company's distributor, administrator and adviser are eligible
to become Servicing Agents and to receive fees under this Plan. All expenses
incurred by the Portfolios in connection with the Agreements and the
implementation of this Plan shall be borne entirely by the holders of the shares
of the particular Portfolio involved. If more than one Portfolio is involved and
expenses are not directly attributable to shares of a particular Portfolio, then
the expenses may be allocated between or among the shares of the Portfolios in a
manner determined by the Board.
Section 2. The Company's administrator shall monitor the arrangements
pertaining to the Company's Agreements with Servicing Agents. The Company's
administrator shall not, however, be obligated by this Plan to recommend, and
the Company shall not be obligated to execute, any Agreement with any qualifying
Servicing Agents.
Section 3. So long as this Plan is in effect, the Company's
administrator shall provide to the Company's Board of Directors, and the
Directors shall review, at least quarterly, a written report of the amounts
expended pursuant to this Plan and the purposes for which such expenditures were
made.
Section 4. This Plan shall become effective on January 1, 1998 and
unless sooner terminated, this Plan shall continue in effect until October 31,
1998 and thereafter for successive annual periods, provided that such
continuance is specifically approved by a majority of the Board of Directors,
<PAGE>
including a majority of the Directors who are not "interested persons," as
defined in the Investment Company Act of 1940, of the Company and have no direct
or indirect financial interest in the operation of this Plan or in any Agreement
related to this Plan (the "Disinterested Directors") pursuant to a vote cast in
person at a meeting called for the purpose of voting on this Plan.
Section 5. This Plan may be amended at any time with respect to any
Portfolio by the Company's Board of Directors, provided that any material
amendment of the terms of this Plan (including a material increase of the fee
payable hereunder) shall become effective only upon the approvals set forth in
Section 4.
Section 6. This Plan is terminable at any time with respect to any
Portfolio by vote of a majority of the Disinterested Directors.
Section 7. While this Plan is in effect, the selection and nomination
of those Directors who are not "interested persons (as defined in the Investment
Company Act of 1940) of the Company shall be committed to the discretion of such
non-interested Directors.
Section 8. The Company will preserve copies of this Plan, Agreements,
and any written reports regarding this Plan presented to the Board of Directors
for a period of not less than six years.
Dated: October 24, 1997
-2-
<PAGE>
EXHIBIT I
THE GLENMEDE FUND, INC.
Portfolio Fee
- --------- (as a percentage of
average daily net
assets)
------------------
Government Cash Portfolio .05%
Tax-Exempt Cash Portfolio .05%
Core Fixed Income Portfolio .05%
International Portfolio .05%
Tax-Managed Equity Portfolio .05%
Small Capitalization Equity Portfolio
Institutional Shares .05%
Advisor Shares .25%
Large Cap Value Portfolio .05%
Small Capitalization Growth Portfolio .25%
Core Value Portfolio .05%
<PAGE>
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
- -----------------
(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
<PAGE>
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.
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,
-2-
<PAGE>
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.
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
-3-
<PAGE>
principles of conflict of laws, and is nonassignable by the parties hereto.
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:
------------------------------
-4-
<PAGE>
EXHIBIT I
THE GLENMEDE FUND, INC.
Portfolio Fee
- --------- (as a percentage of
average daily net
assets)
------------------
Government Cash Portfolio .05%
Tax-Exempt Cash Portfolio .05%
Core Fixed Income Portfolio .05%
International Portfolio .05%
Tax-Managed Equity Portfolio .05%
Small Capitalization Equity Portfolio
Institutional Shares .05%
Advisor Shares .25%
Large Cap Value Portfolio .05%
Small Capitalization Growth Portfolio .25%
Core Value Portfolio .05%
<PAGE>
Exhibit (i)(3)
DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(215) 988-2700
December 15, 1999
The Glenmede Fund, Inc.
One South Street
Baltimore, Maryland 21202
Re: Shares Registered by Post-Effective Amendment No. 30 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 December 15, 1999 of Post-Effective Amendment No. 30 (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 15 million
shares of common stock, $.001 par value per share, representing interests in the
Core Value Portfolio. The Amendment registers 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. 30 to the Registration Statement (No. 33-22884) on
Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 32 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 categories of persons whose consent is required under said section 7
or the rules and regulations of the Securities and Exchange Commission
thereunder.
/s/ DRINKER BIDDLE & REATH LLP
-------------------------------
DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
December 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. 30 to the Registration Statement of the Core Value Portfolio of
The Glenmede Fund, Inc. on Form N-1A (No. 33-22884).
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Baltimore, Maryland
December 15, 1999
<PAGE>
Exhibit (l)(4)
PURCHASE AGREEMENT
CORE VALUE PORTFOLIO
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 Core Value 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
___________________, 2000.
THE GLENMEDE FUND, INC.
ATTEST:
____________________________________ ___________________________
By: By:
Title: Title:
THE GLENMEDE TRUST COMPANY
ATTEST:
____________________________________ ___________________________
By: By:
Title: Title:
