-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hxigxsmrhto5N1Po27qBG8XWSnUXqZH3N9mkwCnsH3GXYH7hh0OrVxGPgLeOawVx p/KnlGJfbvpvBCSybEVS2A== 0000950116-99-001886.txt : 19991018 0000950116-99-001886.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950116-99-001886 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENMEDE FUND INC CENTRAL INDEX KEY: 0000835663 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 033-22884 FILM NUMBER: 99729290 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 811-05577 FILM NUMBER: 99729291 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLACE STREET 2: 1650 MARKET STREET STE 1200 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2154196021 MAIL ADDRESS: STREET 1: ONE SOUTH STREET CITY: BALTIMORE STATE: MD ZIP: 21202 485APOS 1 As filed with the Securities and Exchange Commission on October 15, 1999 Registration Nos. 33-22884 811-5577 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X| Pre-Effective Amendment No. |_| Post-Effective Amendment No. 29 |X| and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X| Amendment No. 31 |X| ---------------------------- The Glenmede Fund, Inc. (Exact Name of Registrant as Specified in Charter) One South Street Baltimore, Maryland 21202 (Address of Principal Executive Offices) Registrant's Telephone Number: 1-800-442-8299 Michael P. Malloy, Esq. Secretary Drinker Biddle & Reath LLP 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 - -------------------------------------------------------------------------------- THE GLENMEDE FUND, INC. Prospectus ___________, 1999 Small Capitalization Growth Portfolio Investment Advisor The Glenmede Trust Company Investment Sub-Advisors Winslow Capital Management, Inc. TCW Funds Management, Inc. The Securities and Exchange Commission has not approved or disapproved the Portfolio's securities or determined if this prospectus is accurate or complete. It is a criminal offense to state otherwise. TABLE OF CONTENTS RISK/RETURN SUMMARY..................................................... INVESTMENTS............................................................. PRICE OF PORTFOLIO SHARES............................................... PURCHASE OF SHARES...................................................... REDEMPTION OF SHARES.................................................... ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF SHARES OF THE PORTFOLIO..................................................... DIVIDENDS AND DISTRIBUTIONS............................................. TAXES .................................................................. MANAGEMENT OF THE PORTFOLIO............................................. GENERAL INFORMATION..................................................... FINANCIAL HIGHLIGHTS.................................................... -2- RISK/RETURN SUMMARY Investment Goal Long-term capital appreciation. Principal Investments Common stocks of companies with small market capitalizations. Principal Investment Strategy The Fund uses a multi-manager approach whereby, subject to the approval of the Fund's Board of Directors, the investment advisor selects sub-investment advisors to manage allocated portions of the Portfolio's assets. Principal Risks of Common stocks may decline over short or even Investing extended periods of time. Equity markets tend to be cyclical: there are times when stock prices generally increase, and other times when they generally decrease. Therefore, you could lose money by investing in the Portfolio. The Portfolio is subject to the additional risk that the stocks of smaller and newer issuers can be more volatile and more speculative than the stocks of larger issuers. Smaller companies tend to have limited resources, product lines and market share. As a result, their share prices tend to fluctuate more than those of larger companies. Their shares may also trade less frequently and in limited volume, making them potentially less liquid. The price of small company stocks might fall regardless of trends in the broader market. An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. -3- Who may want to The Portfolio may be appropriate for invest in the Portfolio investors who want their capital to grow over the long term, are investing for goals several years away, and are comfortable with stock market risks. The Portfolio would not be appropriate for investors who are investing for short-term goals, or are mainly seeking current income. Bar Chart and Since the Portfolio has not yet completed a Performance Table full calendar year of operations, there is no Bar Chart and Performance Table information available. Fees and Expenses of the This table describes the fees and expenses Portfolio that you may pay if you buy and hold shares of the Portfolio. ----------------------------------------------------------- Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets) ----------------------------------------------------------- Management Fees.................... .85% ----------------------------------------------------------- Other Expenses*.................... .32% ----------------------------------------------------------- ----------------------------------------------------------- Total Annual Portfolio Operating Expenses 1.17% ----------------------------------------------------------- * "Other Expenses" are based on estimated amounts for the current fiscal year. -4- 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 ------ ------- $119 $372 -5- INVESTMENTS Objective and Principal Strategies To help you decide whether the Portfolio is appropriate for you, this section looks more closely at the Portfolio's investment objectives and policies. You should carefully consider your own investment goals, time horizon and risk tolerance before investing in the Portfolio. The Portfolio's investment objective may be changed by the Board members without shareholder approval. The objective of the Portfolio is to provide long-term appreciation consistent with reasonable risk to principal. The Portfolio attempts to achieve its objective by investing primarily in equity securities with market capitalizations, at the time of purchase, that are below the largest market capitalization of any stock in the Russell 2000 Growth Index. (This amount was $3.4 billion as of September 30, 1999.) The small capitalization stocks that the Portfolio invests in are primarily growth stocks. In general, small capitalization growth stocks offer strong revenue and earnings potential, and accompanying capital growth, with less dividend income than small capitalization value stocks. As further described in this Prospectus under the heading "Management of the Portfolio," the investment advisor, The Glenmede Trust Company (the "Advisor") selects one or more sub-investment advisors to manage the Portfolio's assets, subject to the approval of the Fund's Board of Directors. Winslow Capital Management, Inc. ("Winslow Capital") and TCW Funds Management, Inc. ("TCW Funds Management") currently serve as sub-investment advisors to allocated percentages of the Portfolio's assets (collectively, the "Sub-Advisors" or individually, the "Sub-Advisor"). In managing its portion of the Portfolio, Winslow Capital attempts to achieve the Portfolio's objective by generally selecting stocks of companies that are within a certain market capitalization range, that have a history of consistent growth, and which Winslow Capital believes have earnings growth potential. Winslow Capital generally attempts to identify these stocks through direct research and by working closely with experienced analysts. When selling a portfolio security, Winslow Capital generally follows the same process of fundamental research and will generally sell a security when the anticipated fundamentals no longer support the current stock price. In managing its portion of the Portfolio, TCW Funds Management attempts to achieve the Portfolio's objective by generally selecting stocks of companies that TCW Funds Management believes have the potential for surprising the marketplace with sustained earnings growth above consensus estimates. TCW Funds Management generally attempts to identify stocks by using a fundamental company-by-company analysis together with technical and quantitative market analysis and monitors portfolio holdings to respond -6- to any significant change in valuation. Some of the factors TCW Funds Management will generally consider in determining whether to sell a security include, without limitation, changes in the price-to-earnings ratio and earnings. Equity securities purchased by the Portfolio will be primarily traded on the various stock exchanges and NASDAQ, although the Portfolio may purchase unlisted securities and penny stocks. The securities held by the Portfolio may represent many different types of companies and industries. The Portfolio may take temporary defensive positions that are inconsistent with its principal investment strategies in response to adverse market, economic, political, or other conditions. Such investments include various short-term instruments. A defensive position, taken at the wrong time, would have an adverse impact on the Portfolio's performance. Risks The risks of investing in the Portfolio have been described above in the Risk/Return Summary. The following supplements that description. Selection of Investments The Sub-Advisors evaluate the rewards and risks presented by all securities purchased by the Portfolio and how they may advance the Portfolio's investment objective. It is possible, however, that these evaluations will prove to be inaccurate. Other Types of Investments This Prospectus describes the Portfolio's principal investment strategies, and the particular types of securities it may select for investment. The Portfolio may make other types of investments and pursue other investment strategies in support of its overall investment goal. These supplemental investment strategies--and the risks involved--are described in detail in the Statement of Additional Information, which is referred to on the Back Cover of this Prospectus. Year 2000 Risks Like other investment companies and financial service providers, the Portfolio could be adversely affected if the computer systems used by the Advisor, Sub-Advisors and the Portfolio's other service providers do not properly process and calculate date-related information and data beginning on January 1, 2000. This is commonly known as the "Year 2000 Problem." The Year 2000 Problem arises because most computer systems were designed only to recognize a two-digit year, not a four-digit year. When the year 2000 begins, these computers may interpret "00" as the year 1900 and either stop processing -7- date-related computations or process them incorrectly. These failures could have a negative impact on the handling of securities trades, pricing and account services. The Advisor, Sub-Advisors and administrator are taking steps to address the Year 2000 Problem with respect to the computer systems that they use and to ascertain that comparable steps are being taken by the Portfolio's other major service providers. As of the date of this Prospectus, it is not anticipated that shareholders will experience negative effects on their investment, or on the services provided in connection therewith, as a result of the Year 2000 Problem. However, there can be no assurance that these steps will be successful, or that interaction with other non-complying computer systems will not adversely impact the Portfolio. In addition, to the extent that the operations of issuers of securities held by the Portfolio are impaired by the Year 2000 Problem, or prices of securities held by the Portfolio decline as a result of real or perceived problems relating to the Year 2000, the value of the Portfolio's shares may be materially affected. PRICE OF PORTFOLIO SHARES The price of shares issued by the Portfolio is based on the Portfolio's net asset value ("NAV"). The Portfolio's NAV per share is determined as of the close of regular trading hours of the New York Stock Exchange (the "Exchange"), currently 4:00 p.m. (Eastern time), on each day that the Exchange is open for business. Marketable equity securities are priced at market value. The value of securities for which no quotations are readily available (including restricted securities) is determined in good faith at fair value using methods determined by the Board of Directors of The Glenmede Fund, Inc. ("Glenmede Fund"). PURCHASE OF SHARES Shares of the Portfolio are sold without a sales commission on a continuous basis to the Advisor acting on behalf of its clients or the clients of its Affiliates ("Clients") and to other institutions (the "Institutions"), at the NAV per share next determined after receipt of the purchase order by the transfer agent. The minimum initial investment is $25,000; the minimum for subsequent investment is $1,000. Glenmede Fund reserves the right to reduce or waive the minimum initial and subsequent investment requirements from time to time. Beneficial ownership of shares will be reflected on books maintained by the Advisor or the Institutions. The Advisor has informed Glenmede Fund that it and its Affiliates' minimum and subsequent investment requirements for their Clients' investments in the Portfolio are the same as those for Glenmede Fund. Other Institutions may have such requirements. If you wish to purchase shares in the Portfolio you should contact the Advisor or your Institution. Your broker dealer may charge you for purchasing or selling shares of the Portfolio. There is no transaction charge for shares purchased directly from the Portfolio. -8- Purchases of the Portfolio's shares will be made in full and fractional shares calculated to three decimal places. In the interest of economy and convenience, certificates for shares will not be issued except upon your written request. Certificates for fractional shares, however, will not be issued. REDEMPTION OF SHARES You may redeem Shares of the Portfolio at any time, without cost, at the NAV per share next determined after the transfer agent receives your redemption request. Generally, a properly signed written request is all that is required. If you wish to redeem your shares, contact the Advisor or your Institution. You will ordinarily be paid your redemption proceeds within one business day, but in no event more than seven days, after the transfer agent receives your order in proper form. Redemption orders are effected at the net asset value per share next determined after receipt of the order. The Portfolio may suspend the right of redemption or postpone the date of payment under any emergency circumstances as determined by the Securities and Exchange Commission (the "SEC"). ADDITIONAL INFORMATION ON THE PURCHASE AND REDEMPTION OF SHARES OF THE PORTFOLIO Glenmede Fund may appoint one or more entities as its agent to receive purchase and redemption orders of shares of the Portfolio and cause these orders to be transmitted, on a net basis, to Glenmede Fund's transfer agent. In these instances, orders are effected at the NAV per share next determined after receipt of that order by the entity, if the order is actually received by Glenmede Fund's transfer agent not later than the next business morning. DIVIDENDS AND DISTRIBUTIONS The Portfolio normally distributes substantially all of its net investment income to shareholders in the form of a quarterly dividend. The Portfolio normally distributes any realized net capital gains at least once a year. -9- TAXES Federal The Portfolio intends to distribute as dividends substantially all of its investment company taxable income each year. Such dividends will be taxable to you as ordinary income unless you are currently exempt from Federal income taxes, whether you receive the distribution in cash or reinvested in additional shares. Dividends paid by the Portfolio will generally be taxable to you as ordinary income or capital gains. Distributions by the Portfolio attributable to its "net capital gain" (the excess of its net long-term capital gain - i.e., gains on assets held more than 12 months - over its net short-term capital loss), if any, qualify as "capital gains distributions." These distributions are taxable to you as long-term capital gain, regardless of how long you have held the shares. For individuals, long-term capital gain is generally subject to a maximum federal tax rate of 20%. The Portfolio expects that its investment objective will generally cause its annual distributions to consist primarily of capital gains rather than ordinary income. That will not be the case, however, in any year unless in that year the Portfolio's net capital gains exceed its net investment income. If you are considering a purchase of shares of the Portfolio on or just before the record date of a dividend, you should be aware that the amount of the forthcoming dividend payment, although in effect a return of capital, will be taxable to you. This is known as "buying into a dividend." You may realize a capital gain or loss upon redemption or transfer of your shares of the Portfolio, depending upon the tax basis of your shares and their price at the time of redemption or transfer. Generally, this gain or loss will be long-term or short-term depending on whether your holding period for the shares exceeds twelve months. However, in the case of shares held six months or less, any capital loss will be recharacterized as long-term capital loss to the extent of capital gain dividends previously received on the shares. The one major exception to these tax principles is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax-qualified plan) will not be currently taxable. The Portfolio's dividends that are paid to its corporate shareholders and are attributable to qualifying dividends the Portfolio receives from U.S. domestic corporations may be eligible, in the hands of the corporate shareholders, for the corporate dividends-received deduction, subject to certain holding period requirements and debt financing limitations. -10- Miscellaneous. Dividends declared in October, November or December of any year payable to shareholders of record on a specified date in such months will be deemed to have been received by the shareholders and paid by the Portfolio on December 31, in the event such dividends are paid during January of the following year. The foregoing summarizes some of the important tax considerations generally affecting the Portfolio and its shareholders and is not intended as a substitute for careful tax planning. Shareholders who are nonresident aliens, foreign trusts or estates, or foreign corporations or partnerships, may be subject to different United States federal income tax treatment. You should consult your tax adviser with specific reference to your own tax situation. You will be advised at least annually as to the federal income tax consequences of distributions made each year. State and Local Taxes You may also be subject to state and local taxes on distributions from the Portfolio. You should consult with your tax adviser with respect to the tax status of distributions from the Portfolio in your state or locality. -11- MANAGEMENT OF THE PORTFOLIO Investment Advisor and Sub-Investment Advisors The Glenmede Trust Company with principal offices at One Liberty Place, 1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103, serves as investment advisor to the Portfolio. The Advisor, a limited purpose trust company chartered in 1956, provides fiduciary and investment services to endowment funds, foundations, employee benefit plans and other institutions and individuals. The Advisor is a wholly-owned subsidiary of The Glenmede Corporation. At June 30, 1999, the Advisor had over $15.5 billion in assets in the accounts for which it serves in various capacities including as executor, trustee or investment advisor. Under an Investment Advisory Agreement with Glenmede Fund, the Advisor, subject to the control and supervision of Glenmede Fund's Board and in conformance with the stated investment objective and policies of the Portfolio, directly or through sub-advisors, manages the investment and reinvestment of the assets of the Portfolio. Specifically, the Advisor continuously reviews, supervises and administers the investment program of the Portfolio, determines in its (or any selected sub-advisor's) discretion the investment decisions for the Portfolio and the securities to be purchased or sold, and monitors the services performed by the selected sub-advisors. For its services, the Advisor is entitled to receive a management fee from the Portfolio at an annual rate of .25% of the Portfolio's average daily net assets. Shareholders in the Portfolio who are customers of other Institutions may pay fees to those Institutions. Pursuant to the Investment Advisory Agreement, the Advisor serves as investment advisor to the Portfolio using a multi-manager approach by which the Advisor is permitted to select sub-advisors, subject to the approval of Glenmede Fund's Board, and allocate the Portfolio's assets among them. When determining how to allocate Portfolio assets among sub-advisors, the Advisor considers a number of factors, including, without limitation, the sub-advisor's investment style and performance record as well as the characteristics of the sub-advisor's typical portfolio investments. The Advisor monitors the performance of each sub-advisor and the Portfolio and, to the extent it deems appropriate to achieve the Portfolio's investment objective, reallocates Portfolio assets among individual sub-advisors. Bruce D. Simon, Chief Investment Officer of the High Net Worth Division of the Advisor, is primarily responsible for evaluating the performance of the sub-advisors. Mr. Simon has been employed by the Advisor as a portfolio manager since 1994. As of the date of this Prospectus, the assets of the Portfolio are managed in part by Winslow Capital and in part by TCW Funds Management pursuant to Sub-Investment Advisory Agreements entered into with the Advisor and the Glenmede Fund. For its services, each Sub-Advisor is entitled to receive a management fee from the Portfolio at an annual rate of .60% of the portion of the Portfolio's average daily net assets allocated to that Sub-Advisor. Each Sub-Advisor, subject to the control and supervision of the Advisor and the Glenmede Fund's Board, and in conformance with the stated investment objectives and policies of the Portfolio, performs sub-advisory and portfolio transaction -12- services for the Portfolio. These services include managing the Portfolio's holdings in accordance with the Portfolio's investment objective and policies, making investment decisions concerning investments for the Portfolio, placing purchase and sale orders for portfolio transactions and providing the Advisor and the Board with records and regular reports concerning the discharge of its responsibilities. Winslow Capital is located at 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402. Winslow Capital was founded in 1992 to manage a limited number of growth equity accounts for corporations, endowments, foundations, public funds and other institutions. The firm is 100% employee owned and is a registered investment advisor. As of September 30, 1999, Winslow Capital managed over $1.2 billion assets for 23 clients. Winslow Capital employs a team approach to manage its allocated portion of the Portfolio's assets; however, Joseph J. Docter is primarily responsible for implementing the principal investment strategy. Since April 1997, Mr. Docter has been a Managing Director at Winslow Capital. Before joining Winslow Capital, Mr. Docter was a partner and equity manager at Baird Capital Management. He has focused his efforts on smaller, rapidly growing companies. He spent 12 years as an analyst and portfolio manager with Firstar Investment Research and Management Company (FIRMCO) in Milwaukee, Wisconsin. At FIRMCO, he was responsible for the start-up and portfolio management for the Emerging Growth product. He managed in excess of $1.1 billion in individually managed institutional assets, mutual funds and commingled trust funds. A Chartered Financial Analyst, Mr. Docter graduated from the University of Wisconsin with a Masters in Business Administration in 1984. He also received undergraduate degrees in Finance and Economics from the University of Wisconsin. TCW Funds Management is located at 865 S. Figueroa Street, Los Angeles, California, 90017. It is a wholly-owned subsidiary of The TCW Group, Inc. Established in 1971, TCW Group's direct and indirect subsidiaries provide a variety of trust, investment management and investment advisory services. Mr. Douglas Foreman, Mr. Christopher Ainley and Mr. Charles Larsen jointly manage TCW Funds Management's portion of the Portfolio's assets. Prior to joining the firm in 1994, Mr. Foreman spent eight years at Putnam Investment in Boston, Massachusetts. Mr. Foreman spent his last five years at Putnam managing institutional accounts and mutual funds for clients. A Chartered Financial Analyst, Mr. Foreman graduated with distinction from the U.S. Naval Academy, receiving a B.S. in Marine Engineering and an M.B.A. from Harvard University. Prior to joining the firm in 1994, Mr. Ainley spent two years at Putnam Investments as a Vice President and Analyst in the Equity Research Group and then as a Portfolio Manager for the Core Equity Group. Previously, he was Vice President, Equity Research Analyst for J.P. Morgan Investment Management, Tax Supervisor for Coopers & Lybrand, and also served as Director of Programming for the New England Council, Inc. Mr. Ainley received a B.A. from Tufts University and an M.B.A. from Harvard University. Mr. Larson joined the firm in 1984, having worked the previous 16 years for CIGNA Investment Management Company, where he was Senior Vice President and Portfolio Manager. Mr. Larsen is a -13- Chartered Financial Analyst and a Chartered Investment Counselor. He graduated from Duke University with an A.B. in History and from Columbia Business School with an M.B.A. in Finance. GENERAL INFORMATION If you have any questions regarding the Portfolio contact Glenmede Fund at the address or telephone number stated on the back cover page. FINANCIAL HIGHLIGHTS The Portfolio had not commenced investment operations as of __________, 1999, therefore, no financial highlights information is available. -14- Where to find more information More Portfolio information is available to you upon request and without charge: Statement of Additional Information (SAI) The SAI includes additional information about the Portfolio's investment policies, organization and management. It is legally part of this prospectus (it is incorporated by reference). You can get free copies of the Portfolio's SAI. You may also request other information about the Portfolio, and make inquiries. Write to: The Glenmede Fund, Inc. One South Street Baltimore, MD 21202 By phone: 1-800-442-8299 Information about the Portfolio (including the Portfolio's SAI) can be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington, DC. Information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Reports and other information about the Portfolio are available on the SEC's Internet site at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, Washington, DC 20549-6009. Glenmede Fund's Investment Company Act File No. is 811-5577 -15- THE GLENMEDE FUND, INC. (800) 442-8299 SMALL CAPITALIZATION GROWTH PORTFOLIO STATEMENT OF ADDITIONAL INFORMATION ____________, 1999 This Statement of Additional Information is not a prospectus but should be read in conjunction with The Glenmede Fund, Inc.'s ("Glenmede Fund") Prospectus dated ____________, 1999 with respect to the Small Capitalization Growth Portfolio, as amended or supplemented from time to time (the "Prospectus"). No investment in shares of the Small Capitalization Growth Portfolio should be made without first reading the Prospectus. This Statement of Additional Information is incorporated by reference in its entirety into the Prospectus. A copy of the Prospectus is available without charge, upon request, by calling the Fund at the above telephone number. Capitalized terms used in this Statement of Additional Information and not otherwise defined have the same meanings given to them in the Prospectus. Table of Contents
Page THE FUND ........................................................................................................1 INVESTMENT STRATEGIES............................................................................................1 INVESTMENT POLICIES AND RISKS....................................................................................2 PRICE OF PORTFOLIO SHARES........................................................................................6 PURCHASE OF SHARES...............................................................................................6 REDEMPTION OF SHARES.............................................................................................7 SHAREHOLDER SERVICES.............................................................................................7 PORTFOLIO TURNOVER...............................................................................................7 INVESTMENT LIMITATIONS...........................................................................................7 MANAGEMENT OF THE FUND..........................................................................................10 INVESTMENT ADVISORY AND OTHER SERVICES..........................................................................12 PORTFOLIO TRANSACTIONS..........................................................................................15 ADDITIONAL INFORMATION CONCERNING TAXES.........................................................................15 PERFORMANCE CALCULATIONS........................................................................................17 GENERAL INFORMATION.............................................................................................19 FINANCIAL STATEMENTS............................................................................................20 OTHER INFORMATION...............................................................................................20 APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS..............................................................A-1
THE FUND Glenmede Fund was organized as a Maryland corporation on June 30, 1988. Glenmede Fund's Articles of Incorporation authorize its Board of Directors to issue 2,500,000,000 shares of common stock, with a $.001 par value. The Board has the power to subdivide these shares into one or more investment portfolios ("Portfolios") from time to time. The Board also has the power to designate separate classes of shares within the same Portfolio. Currently, Glenmede Fund is offering shares of the following Portfolios: International Equity Portfolio, Large Cap Value Portfolio, Small Capitalization Equity Portfolio (Advisor Shares and Institutional Shares), Small Capitalization Growth Portfolio, Tax Managed Equity Portfolio, Government Cash Portfolio, Tax-Exempt Cash Portfolio, Core Fixed Income Portfolio, Emerging Markets Portfolio, Global Equity Portfolio and Institutional International Portfolio. This Statement of Additional Information pertains to the Small Capitalization Growth Portfolio. Glenmede Fund is an open-end, management investment company. The Small Capitalization Growth Portfolio is a diversified Portfolio of Glenmede Fund. INVESTMENT STRATEGIES The following investment strategies supplement those set forth in the Prospectus. Unless specified below and except as described under "Investment Limitations," the following investment strategies are not fundamental and the Fund's Board may change such strategies without shareholder approval. The Portfolio may invest in securities located outside the United States. Under normal market conditions, at least 65% of the Portfolio's total assets will be invested in equity securities of companies with market capitalizations, at the time of purchase, that are below the maximum capitalization permitted for a stock in the Russell 2000 Growth Index. However, if warranted in the judgement of the Sub-Advisors, the Portfolio may invest a portion of its assets (up to 20% under normal circumstances) in preferred stocks and convertible debentures with a minimum rating of BBB by S&P or Baa by Moody's, and the following fixed income and money market securities: obligations of the U.S. Government and its guaranteed or sponsored agencies, including shares of open-end or closed-end investment companies which invest in such obligations (such shares will be purchased within the limits prescribed by the 1940 Act and would subject a shareholder of the Portfolio to expenses of the other investment company in addition to the expenses of the Portfolio); short-term money market instruments issued in the U.S. or abroad, denominated in dollars or any foreign currency, including short-term certificates of deposit (including variable rate certificates of deposit), time deposits with a maturity no greater than 180 days, bankers acceptances, commercial paper rated A-1 by S&P or Prime-1 by Moody's, or in equivalent money market securities; and high quality fixed income securities denominated in U.S. dollars, any foreign currency, or a multi-national currency unit such as the European Currency Unit. -1- INVESTMENT POLICIES AND RISKS Repurchase Agreements The Portfolio may enter into repurchase agreements with qualified brokers, dealers, banks and other financial institutions deemed creditworthy by the Advisor and Sub-Advisors. Under normal circumstances, however, the Portfolio will not enter into repurchase agreements if entering into such agreements would cause, at the time of entering into such agreements, more than 20% of the value of the total assets of the Portfolio to be subject to repurchase agreements. In effect, by entering into a repurchase agreement, the Portfolio is lending its funds to the seller at the agreed upon interest rate, and receiving a security as collateral for the loan. Such agreements can be entered into for periods of one day (overnight repo) or for a fixed term (term repo). Repurchase agreements are a common way to earn interest income on short-term funds. In a repurchase agreement, the Portfolio purchases a security and simultaneously commits to resell that security at a future date to the seller (a qualified bank or securities dealer) at an agreed upon price plus an agreed upon market rate of interest (itself unrelated to the coupon rate or date of maturity of the purchased security). The seller under a repurchase agreement will be required to maintain the value of the securities which are subject to the agreement and held by the Portfolio at not less than the agreed upon repurchase price. If the seller defaulted on its repurchase obligation, the Portfolio would suffer a loss to the extent that the proceeds from a sale of the underlying securities (including accrued interest) were less than the repurchase price (including accrued interest) under the agreement. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Portfolio might be delayed pending court action. Repurchase agreements that do not provide for payment to the Portfolio within seven days after notice without taking a reduced price are considered illiquid securities. Borrowing As a temporary measure for extraordinary or emergency purposes, the Portfolio may borrow money from banks. However, the Portfolio will not borrow money for speculative purposes. If the market value of a Portfolio's securities should decline, the Portfolio may experience difficulty in repaying the borrowing. Securities Lending The Portfolio may lend its portfolio securities with a value of up to one-third of its total assets (including the value of the collateral for the loans) to qualified brokers, dealers, banks and other financial institutions who need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities or completing arbitrage operations. By lending its investment securities, the Portfolio attempts to increase its income through the receipt of interest on the loan. Any gain or loss in the market price of the -2- securities loaned that might occur during the term of the loan would be for the account of the Portfolio. The Portfolio may lend its portfolio securities only when the terms, the structure and the aggregate amount of such loans are not inconsistent with the 1940 Act or the rules and regulations or interpretations of the SEC thereunder. All relevant facts and circumstances, including the creditworthiness of the broker, dealer or institution, will be considered by the Sub-Advisors in making decisions with respect to the lending of securities, subject to review by the Fund's Board. There is the risk that when lending portfolio securities, the securities may not be available to the Portfolio on a timely basis. Therefore, the Portfolio may lose the opportunity to sell the securities at a desirable price. Such loans would also involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of the securities loaned or even the loss of rights to the collateral should the borrower of the securities fail financially. Additionally, in the event that a borrower of securities would file for bankruptcy or become insolvent, disposition of the securities may be delayed pending court action. The Portfolio may, from time to time, pay negotiated fees in connection with the lending of securities. "When Issued," "Delayed Settlement," and Forward Delivery Securities The Portfolio may purchase and sell securities on a "when issued," "delayed settlement" or "forward delivery" basis. "When issued" or "forward delivery" refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. When issued or forward delivery transactions may be expected to occur one month or more before delivery is due. Delayed settlement is a term used to describe settlement of a securities transaction in the secondary market which will occur sometime in the future. No payment or delivery is made by the Portfolio in a when issued, delayed settlement or forward delivery transaction until the Portfolio receives payment or delivery from the other party to the transaction. The Portfolio will maintain a separate account of cash, U.S. Government securities or other high grade debt obligations at least equal to the value of purchase commitments until payment is made. Such segregated securities will either mature or, if necessary, be sold on or before the settlement date. Although the Portfolio receives no income from the above described securities prior to delivery, the market value of such securities is still subject to change. The Portfolio will engage in when issued transactions to obtain what is considered to be an advantageous price and yield at the time of the transaction. When the Portfolio engages in when issued, delayed settlement or forward delivery transactions, it will do so for the purpose of acquiring securities consistent with its investment objective and policies and not for the purpose of speculation. The Portfolio's when issued, delayed settlement and forward delivery commitments are not expected to exceed 25% of its total assets absent unusual market circumstances, and the Portfolio will only sell securities on such a basis to offset securities purchased on such a basis. Securities purchased or sold on a "when issued," "delayed settlement" or "forward delivery" basis are subject to changes in value based upon changes in the general level of interest rates. In when-issued and delayed settlement transactions, the Portfolio relies on the seller to complete the transaction; the seller's failure to do so may cause the Portfolio to miss a advantageous price or yield. -3- Investment Company Securities In connection with the management of its daily cash positions, the Portfolio may invest in securities issued by other open-end or closed-end investment companies which invest in the obligations of the U.S. Government and its guaranteed or sponsored agencies. Except as otherwise permitted under the 1940 Act, the Portfolio limits its investments so that, as determined immediately after a securities purchase is made: (a) not more than 5% of the value of its total assets will be invested in the securities of any one investment company; (b) not more than 10% of the value of its total assets will be invested in the aggregate in the securities of investment companies as a group; and (c) not more than 3% of the outstanding voting stock of any one investment company will be owned by the Portfolio. As a shareholder of another investment company, the Portfolio would bear its pro rata portion of the other investment company's advisory fees and other expenses, in addition to the expenses the Portfolio bears directly in connection with its own operations. Furthermore, the investment company securities in which the Portfolio invests may decline in value. Illiquid Securities The Portfolio will not invest more than 15% of its net assets in securities that are illiquid. These securities are subject to the risk that should the Portfolio need to dispose of such securities, there may not be a ready market or the Portfolio may have to sell such securities at an undesirable price. Foreign Securities The Portfolio may invest in foreign securities. Such investments may involve higher costs than investments in U.S. securities, including higher transaction costs and additional taxes by foreign governments. Foreign investments may also present additional risks associated with currency exchange rates, differences in accounting, auditing and financial reporting standards, holding securities in domestic and foreign custodian banks and depositories, less complete financial information about the issuers, less market liquidity, and political instability. Future political and economic developments, the possible imposition of withholding taxes on dividends, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls, or the adoption of other governmental restrictions, might adversely affect the payment of dividends or principal and interest on foreign obligations. Foreign securities markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when assets of the Portfolio are uninvested and no return is earned. The inability of the Portfolio to make intended security purchases due to these and other settlement problems could cause the Portfolio to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result in losses to the Portfolio due to subsequent declines in value of the portfolio security or, if the Portfolio has entered into a contract to sell the security, could result in possible liability to the purchaser. Additionally, the Portfolio may encounter difficulties or be unable to pursue legal remedies and obtain judgments in foreign courts. -4- Although the Portfolio may invest in securities denominated in foreign currencies, the Portfolio values its securities and other assets in U.S. dollars. As a result, the NAV of the Portfolio's shares may fluctuate with U.S. dollar exchange rates as well as with price changes of the Portfolio's securities in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the currencies in which the Portfolio makes its investments could reduce the effect of increases and magnify the effect of decreases in the prices of the Portfolio's securities in its local market. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices of the Portfolio's securities in its local market. In addition to favorable and unfavorable currency exchange rate developments, the Portfolio is subject to the possible imposition of exchange control regulations or freezes on convertibility of currency. Interest Rate Risks The Portfolio may invest in fixed-income securities. Generally, a fixed-income security will increase in value when interest rates fall and decrease in value when interest rates rise. Longer-term securities are generally more sensitive to interest rate changes than shorter-term securities, but they usually offer higher yields to compensate investors for the greater risks. Credit Risks Because the Portfolio may invest in fixed-income securities, it is subject to "credit risk"-- the risk that an issuer will be unable to make principal and interest payments when due. U.S. Government Securities are generally considered to be the safest type of investment in terms of credit risk. Municipal obligations generally rank between U.S. Government Securities and corporate debt securities in terms of credit safety. Corporate debt securities, particularly those rated below investment grade, may present the highest credit risk. The Portfolio may invest in securities which have the lowest rating in the investment grade category (i.e., Baa by Moody's or BBB by S&P). Such securities are considered to have some speculative characteristics and are more sensitive to economic change than higher rated securities. Ratings published by nationally recognized statistical rating organizations are widely accepted measures of credit risk. The lower a bond issue is rated by an agency, the more credit risk it is considered to represent. Lower-rated bonds generally pay higher yields to compensate investors for the greater risk. U.S. Government Obligations The Portfolio may invest in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Direct obligations of the U.S. Government such as Treasury bills, notes and bonds are supported by its full faith and credit. Indirect obligations issued by federal agencies and government-sponsored entities generally are not backed by the full faith and credit of the U.S. Treasury. Some of these indirect obligations may be supported by the right of the issuer to borrow from the Treasury; others are supported by the discretionary authority of the -5- U.S. government to purchase the agency's obligations; still others are supported only by the credit of the instrumentality. PRICE OF PORTFOLIO SHARES The NAV per share of the Portfolio is determined by dividing the total market value of the Portfolio's investments and other assets, less liabilities, by the total number of its shares outstanding. Equity securities listed on a U.S. securities exchange for which market quotations are readily available are valued at the last quoted sale price as of the close of the exchange's regular trading hours on the day the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily traded. Unlisted U.S. equity securities and listed securities not traded on the valuation date for which market quotations are readily available are valued not in excess of the asked prices or less than the bid prices. The Portfolio's marketable fixed income securities are valued according to the broadest and most representative market, which will ordinarily be the over-the-counter market, at the most recent quoted bid price, or when stock exchange valuations are used, at the latest quoted sale price on the day of valuation. If there is not such a reported sale, the latest quoted bid price will be used. NAV includes interest on fixed income securities which is accrued daily. In addition, bond and other fixed income securities may be valued on the basis of prices provided by a pricing service when the Sub-Advisors believe such prices reflect the fair market value of such securities. The prices provided by a pricing service are determined without regard to bid or last sale prices, but take into account institutional size trading in similar groups of securities and any developments related to specific securities. Debt securities with remaining maturities of 60 days or less are valued at amortized cost, pursuant to which (i) such securities shall be valued initially at cost on the date of purchase or, in the case of securities purchased with more than 60 days maturity, at their market or fair value on the 61st day prior to maturity, and (ii) thereafter (absent unusual circumstances), a constant proportionate amortization of any discount or premium shall be assumed until maturity of the security. Securities listed on a foreign exchange and unlisted foreign securities are valued at the latest quoted sales price available when assets are valued. If a subsequent occurrence is believed to have changed such value, however, the fair value of those securities may be determined through consideration of other factors by or under the direction of the Board. These securities may trade on days when shares of the Portfolio are not priced; as a result, the NAV of shares of the Portfolio may change on days when shareholders will not be able to purchase or redeem the Portfolio's shares. Foreign currency amounts are translated into U.S. dollars at the bid prices of such currencies against U.S. dollars last quoted by a major bank. PURCHASE OF SHARES The purchase price of shares of the Portfolio is the NAV next determined after receipt of the purchase order by the Fund. It is the responsibility of the Advisor or Institutions to transmit orders for share purchases to Investment Company Capital Corp. ("ICC"), the Fund's transfer -6- agent, and to deliver required funds to The Chase Manhattan Bank, N.A., the Fund's custodian, on a timely basis. The Portfolio reserves the right in its sole discretion (i) to suspend the offering of its shares, (ii) to reject purchase orders when in the judgment of management such rejection is in the best interest of the Fund, and (iii) to reduce or waive the minimum for initial and subsequent investments from time to time. At the discretion of the Fund, investors may be permitted to purchase Portfolio shares by transferring securities to the Portfolio that meet the Portfolio's investment objectives and policies. REDEMPTION OF SHARES Redemption proceeds are normally paid in cash, although the Portfolio has the right to limit each shareholder to cash redemptions of $250,000 or 1% of the Portfolio's NAV, whichever is less, within a 90 day period. Any additional redemption proceeds would be made in readily marketable securities. SHAREHOLDER SERVICES Shareholders may transfer shares of the Portfolio to another person. An investor wishing to transfer shares should contact the Advisor. PORTFOLIO TURNOVER The Portfolio will not normally engage in short-term trading, but reserves the right to do so. A high portfolio turnover rate can result in corresponding increases in brokerage commissions; however, the Advisor and Sub-Advisors will not consider turnover rate a limiting factor in making investment decisions consistent with the Portfolio's investment objectives and policies. INVESTMENT LIMITATIONS The Portfolio is subject to the following restrictions. The numbered restrictions are fundamental policies and may not be changed without the approval of the lesser of: (1) 67% of the voting securities of the Portfolio present at a meeting if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Portfolio. The Portfolio will not: (1) invest in commodities or commodity contracts, except that the Portfolio may invest in futures contracts and options; (2) purchase or sell real estate, although it may purchase and sell securities of companies which deal in real estate and may purchase and sell securities which are secured by interests in real estate; -7- (3) make loans, except (i) by purchasing bonds, debentures or similar obligations (including repurchase agreements and money market instruments, including bankers acceptances and commercial paper, and selling securities on a when issued, delayed settlement or forward delivery basis) which are publicly or privately distributed, and (ii) by lending its portfolio securities to banks, brokers, dealers and other financial institutions so long as such loans are not inconsistent with the 1940 Act or the rules and regulations or interpretations of the SEC thereunder; (4) purchase on margin or sell short, except as specified above in investment limitation (1); (5) purchase more than 10% of any class of the outstanding voting securities of any issuer; (6) issue senior securities, except that the Portfolio may borrow money in accordance with investment limitation (7) below, purchase securities on a when issued, delayed settlement or forward delivery basis and enter into reverse repurchase agreements; (7) borrow money, except as a temporary measure for extraordinary or emergency purposes, and then not in excess of 10% of its total assets at the time of the borrowing (entering into reverse repurchase agreements and purchasing securities on a when issued, delayed settlement or forward delivery basis are not subject to this investment limitation); (8) pledge, mortgage, or hypothecate any of its assets to an extent greater than 10% of its total assets at fair market value, except as described in the Prospectus and this Statement of Additional Information and in connection with entering into futures contracts, but the deposit of assets in a segregated account in connection with the writing of covered put and call options and the purchase of securities on a when issued, delayed settlement or forward delivery basis and collateral arrangements with respect to initial or variation margin for futures contracts will not be deemed to be pledges of the Portfolio's assets or the purchase of any securities on margin for purposes of this investment limitation; (9) underwrite the securities of other issuers; (10) invest for the purpose of exercising control over management of any company; -8- (11) invest its assets in securities of any investment company, except in connection with mergers, acquisitions of assets or consolidations and except as may otherwise be permitted by the 1940 Act; (12) acquire any securities of companies within one industry if, as a result of such acquisition, more than 25% of the value of the Portfolio's total assets would be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities; (13) write or acquire options or interests in oil, gas or other mineral exploration or development programs; and (14) with respect as to 75% of its total assets, invest more than 5% of its total assets at the time of purchase in the securities of any single issuer (other than obligations issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities). If the Portfolio's borrowings are in excess of 5% (excluding overdrafts) of its total net assets, additional portfolio purchases will not be made until the amount of such borrowing is reduced to 5% or less. Borrowings including reverse repurchase agreements and securities purchased on a when issued, delayed settlement or forward delivery basis may not exceed 33 1/3% of the Portfolio's total net assets. In addition, with respect to investment limitation (12), (a) there is no limitation with respect to (i) instruments issued or guaranteed by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents; and (c) utilities will be divided according to their services; for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. With regard to limitation (13), the purchase of securities of a corporation, a subsidiary of which has an interest in oil, gas or other mineral exploration or development programs shall not be deemed to be prohibited by the limitation. If a percentage restriction is adhered to at the time an investment is made, a later increase in percentage resulting from a change in value or assets will not constitute a violation of such restriction. -9- 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:
Name and Address Age Principal Occupation During Past Five Years - --------------------------- --- ------------------------------------------- H. Franklin Allen, Ph.D. 43 Director of Glenmede Fund; Trustee of The Glenmede Finance Department Portfolios; Nippon Life Professor of Finance and Economics; The Wharton School Professor of Finance and Economics from 1990-1996; Vice Dean and University of Pennsylvania Director of Wharton Doctoral Programs from 1990-1993. He has been Philadelphia, PA 19104-6367 employed by The University of Pennsylvania since 1980. Willard S. Boothby, Jr. 77 Director of Glenmede Fund; Trustee of The Glenmede 600 East Gravers Lane Portfolios; Director, Penn Engineering & Manufacturing Corp.; Wyndmoor, PA 19118 Former Director of Georgia-Pacific Corp.; Former Managing Director of Paine Webber, Inc. John W. Church, Jr.* 66 Chairman and Director of Glenmede Fund; Chairman and Trustee of The 44 Wistar Road Glenmede Portfolios; Retired, formerly the Executive Vice President Villanova, PA 19085 and Chief Investment Officer of The Glenmede Trust Company from 1979 - 1997. Francis J. Palamara 74 Director of Glenmede Fund; Trustee of The Glenmede P.O. Box 44024 Portfolios; Trustee of Gintel Fund; Former Director of XTRA Phoenix, AZ 85064-4024 Corporation; Former Executive Vice President--Finance of ARAMARK, Inc. G. Thompson Pew, Jr.* 57 Director of Glenmede Fund; Trustee of The Glenmede 310 Caversham Road Portfolios; Director of The Glenmede Trust Company; Bryn Mawr, PA 19010 Former Director of Brown & Glenmede Holdings, Inc.; Former Co-Director, Principal and Officer of Philadelphia Investment Banking Co.; Former Director and Officer of Valley Forge Administrative Services Company. Mary Ann B. Wirts 48 President of Glenmede Fund and the Glenmede Portfolios; First Vice One Liberty Place President and Manager of The Fixed Income Division of The Glenmede 1650 Market Street, Suite 1200 Trust Company. She has been employed by The Glenmede Trust Company Philadelphia, PA 19103 since 1982.
-10-
Name and Address Age Principal Occupation During Past Five Years - --------------------------- --- ------------------------------------------- Kimberly C. Osborne 33 Executive Vice President and Treasurer of Glenmede Fund and the One Liberty Place Glenmede Portfolios; Vice President of The Glenmede Trust Company. 1650 Market Street, Suite 1200 She has been employed by The Glenmede Trust Company since 1993. Philadelphia, PA 19103 From 1992-1993, she was a Client Service Manager with Mutual Funds Service Company and from 1987-1992, she was a Client Administrator with The Vanguard Group, Inc. Michael P. Malloy 40 Secretary of Glenmede Fund; Partner in the law firm of Drinker One Logan Square Biddle & Reath LLP. 18th and Cherry Streets Philadelphia, PA 19103-6996
- -------------- *Board members Church and Pew are "interested persons" of Glenmede Fund as that term is defined in the 1940 Act. Remuneration of Board Members Glenmede Fund pays each Board member, other than officers of the Advisor, an annual fee of $11,000 plus $1,250 for each Board meeting attended and out-of-pocket expenses incurred in attending Board meetings. Officers of the Fund receive no compensation as officers from the Fund. Set forth in the table below is the compensation received by Board members for the fiscal year ended October 31, 1998.
Pension or Retirement Estimated Aggregate Benefits Annual Compensation Total Benefits Name of from Part of the Upon Person, Position Glenmede Fund Fund's Expense Retirement ---------------- --------------- -------------- ----------- Dr. H. Franklin Allen, Ph.D., $14,197 None None Director/Trustee Willard S. Boothby, Jr., $12,946 None None Director/Trustee John W. Church, Jr. $15,446 None None Director/Trustee Francis J. Palamara, $12,946 None None Director/Trustee G. Thompson Pew, Jr., $14,197 None None Director/Trustee
-11- INVESTMENT ADVISORY AND OTHER SERVICES Investment Advisor and Sub-Investment Advisors The Advisor, The Glenmede Trust Company, a limited purpose trust company chartered in 1956, provides fiduciary and investment services to endowment funds, foundations, employee benefit plans and other institutions and individuals. The Advisor is the wholly-owned subsidiary of The Glenmede Corporation (the "Corporation") whose shares are closely held by 79 shareholders. The Corporation has a nine person Board of Directors which, at December 31, 1998, collectively, owned 98.67% of the Corporation's voting shares and 36.18% of the Corporation's total outstanding shares. The members of the Board and their respective interests in the Corporation at December 31, 1998 are as follows:
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%
A Sub-Advisor, Winslow Capital Management, Inc., was founded in 1992 to manage a limited number of growth equity portfolios for corporations, endowments, foundations, public funds and other institutions. The firm is 100% employee owned by active members of the investment team. These shareholders also act as the firm's Board of Directors and their respective interests in the firm at September 30, 1999 are as follows: Name Percent of Ownership ---- -------------------- Clark J. Winslow 53% Richard E. Pyle, CFA 21% R. Bart Wear, CFA 12% Joseph J. Docter, CFA 7% Jon R. Foust 7% ---- 100% A Sub-Advisor, TCW Funds Management, Inc., is a wholly-owned subsidiary of The TCW Group, Inc. Established in 1971, The TCW Group, Inc.'s direct and indirect subsidiaries, including TCW Funds Management, Inc., provide a variety of trust, investment management and investment advisory services. -12- Ownership of The TCW Group, Inc. lies approximately 95% with employees and 5% with the directors. Robert A. Day, who is Chairman of the Board of Directors of The TCW Group, Inc. may be deemed to be a control person of TCW Funds Management, Inc., by virtue of the aggregate ownership by Mr. Day and his family of more than 25% of the outstanding voting stock of The TCW Group, Inc. The Advisor is entitled to receive a fee from the Portfolio for its services, calculated daily and payable monthly, at the annual rate of .25% of the Portfolio's average daily net assets, and each Sub-Advisor is entitled to receive a fee from the Portfolio for its services, calculated daily and payable monthly, at the annual rate of .60% of that portion of the Portfolio's average daily net assets that the Sub-Advisor manages. Shareholders in the Portfolio may be clients of the Advisor or an Affiliate and, as clients, pay fees which vary depending on the capacity in which the Advisor or Affiliate provides fiduciary and investment services to the particular client. Such services may include personal trust, estate settlement, advisory and custodian services. For example, for advisory services, the Advisor charges its clients up to 1% on the first $1 million of principal, .60% on the next $1 million of principal, .50% on the next $3 million of principal and .40% on the next $5 million of principal, with a minimum annual fee of $10,000. For accounts in excess of $10 million of principal, the fee would be determined by special analysis. Administrative, Transfer Agency and Dividend Paying Services ICC, One South Street, Baltimore, Maryland 21202, serves as the Fund's administrator, transfer agent and dividend paying agent pursuant to a Master Services Agreement, and in those capacities supervises all aspects of the Fund's day-to-day operations, other than management of the Fund's investments. ICC is an indirect subsidiary of Deutsche Bank AG. For its services as administrator, transfer agent and dividend paying agent, ICC is entitled to receive fees from the Fund equal to .12% of the first $100 million of the combined net assets of all portfolios of the Fund; .08% of the next $150 million of the combined net assets of all portfolios of the Fund; .04% of the next $500 million of the combined net assets of all portfolios of the Fund; and .03% of the combined net assets of all portfolios of the Fund over $750 million. Shareholder Services Plan Glenmede Fund has adopted an Amended and Restated Shareholder Servicing Plan effective January 1, 1998 under which the Fund may pay a fee to broker/dealers, banks and other financial institutions (including the Advisor and its affiliates) that are dealers of record or holders of record or which have a servicing relationship ("Servicing Agents") with the beneficial owners of shares in the Portfolio. Under the Plan, Servicing Agents enter into Shareholder Servicing Agreements (the "Agreements") with the Fund. Pursuant to such Agreements, Servicing Agents provide shareholder support services to their clients ("Customers") who beneficially own shares of the Portfolio. The fee, which is at an annual rate of .05%, is computed monthly and is based on the average daily net assets of the shares beneficially owned by Customers of such Servicing Agents. All expenses incurred by the Portfolio in connection with the Agreements and the implementation of the Plan shall be borne entirely by the holders of the shares of the Portfolio -13- and will result in an equivalent increase to the Portfolio's Total Annual Portfolio Operating Expenses. The services provided by the Servicing Agents under the Agreements may include aggregating and processing purchase and redemption requests from Customers and transmitting purchase and redemption orders to the transfer agent; providing Customers with a service that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; processing dividend and distribution payments from the Fund on behalf of Customers; providing information periodically to Customers showing their positions; arranging for bank wires; responding to Customers' inquiries concerning their investments; providing sub-accounting with respect to shares beneficially owned by Customers or the information necessary for sub-accounting; if required by law, forwarding shareholder communications (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Customers; and providing such other similar services as may be reasonably requested. The Advisor has entered into an Agreement with the Fund to provide shareholder support services to their clients who beneficially own shares of the Portfolio. Custodian Custody services are provided to the Portfolio by The Chase Manhattan Bank, N.A., 3 Chase Metrotech Center, Brooklyn, New York 11245. Distributor Shares of the Fund are distributed continuously and are offered without a sales load by ICC Distributors, Inc. ("ICC Distributors"), P.O. Box 7558, Portland, Maine 04101, pursuant to a Distribution Agreement between the Fund and ICC Distributors. ICC Distributors receives no fee from the Fund for its distribution services. Independent Accountants PricewaterhouseCoopers LLP, 250 West Pratt Street, Baltimore, Maryland, 21201, serves as the Fund's independent accountants and will audit its financial statements annually. Counsel Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia, Pennsylvania 19103, serves as counsel to the Fund. Reports Shareholders receive unaudited semi-annual financial statements and audited annual financial statements. -14- PORTFOLIO TRANSACTIONS The Investment Advisory Agreement and the Sub-Advisory Agreements authorize the Advisor and the Sub-Advisors, to select the brokers or dealers that will execute the purchases and sales of investment securities for the Portfolio and direct the Advisor or each Sub-Advisor to use its best efforts to obtain the best available price and most favorable execution with respect to all transactions for the Portfolio. The Advisor or each Sub-Advisor may, however, consistent with the interests of the Portfolio, select brokers on the basis of the research, statistical and pricing services they provide to the Portfolio. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor or each Sub-Advisor under the Investment Advisory Agreement and the Sub-Advisory Agreements. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that such commissions are paid in compliance with the Securities Exchange Act of 1934, as amended, and that the Advisor or each Sub-Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor or each Sub-Advisor to the Portfolio and the Advisor's or each Sub-Advisor's other clients. Because shares of the Portfolio are not marketed through intermediary brokers or dealers, it is not the Fund's practice to allocate brokerage or effect principal transactions with dealers on the basis of sales of shares which may be made through such firms. However, the Advisor or each Sub-Advisor may place portfolio orders with qualified broker-dealers who refer clients to it. Some securities considered for investment by the Portfolio may also be appropriate for other clients served by the Advisor or Sub-Advisors. If the purchase or sale of securities is consistent with the investment policies of the Portfolio and one or more of these other clients served by the Advisor or Sub-Advisors and is considered at or about the same time, transactions in such securities will be allocated among the Portfolio and clients in a manner deemed fair and reasonable by the Advisor or Sub-Advisors. While in some cases this practice could have a detrimental effect on the price, value or quantity of the security as far as the Portfolio is concerned, in other cases it is believed to be beneficial to the Portfolio. ADDITIONAL INFORMATION CONCERNING TAXES General The following summarizes certain additional tax considerations generally affecting the Portfolio and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Portfolio or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. Potential investors should consult their tax advisers with specific reference to their own tax situation. The Portfolio is treated as a separate corporate entity under the Internal Revenue Code of 1986, as amended (the "Code"), and intends to qualify as a regulated investment company. Such -15- qualification generally relieves the Portfolio of liability for Federal income taxes to the extent its earnings are distributed in accordance with the Code. Qualification as a regulated investment company under the Code requires, among other things, that the Portfolio distribute to its shareholders an amount equal to at least the sum of 90% of its investment company taxable income and 90% of its tax-exempt income (if any) net of certain deductions for a taxable year. (In general, the Portfolio's investment company taxable income will be the sum of its net investment income, including interest and dividends, subject to certain adjustments, and net short-term capital gain over net long-term capital loss, if any, for such year.) In addition, the Portfolio must satisfy certain requirements with respect to the source of its income for a taxable year and the diversification of its investments as of the end of each quarter. Any distribution of the excess of net long-term capital gain over net short-term capital loss is taxable to a shareholder as long-term capital gain, regardless of how long the shareholder has held the Portfolio's shares and whether such distribution is received in cash or additional Portfolio shares. The Portfolio will designate such distributions as capital gain dividends in a written notice mailed to shareholders within 60 days after the close of the Portfolio's taxable year. Shareholders should note that, upon the sale or exchange of Portfolio shares, if the shareholder has not held such shares for more than six months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares. If for any taxable year the Portfolio does not qualify for the special Federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to Federal income tax at regular corporate rates (without any deduction for distributions to its shareholders). In such event, dividend distributions would be taxable as ordinary income to shareholders to the extent of the Portfolio's current and accumulated earnings and profits, and would be eligible for the dividends received deduction for corporations. Other Tax Matters Special rules govern the Federal income tax treatment of certain transactions denominated in terms of a currency other than the U.S. dollar or determined by reference to the value of one or more currencies other than the U.S. dollar. The types of transactions covered by the special rules include the following: (i) the acquisition of, or becoming the obligor under, a bond or other debt instrument (including, to the extent provided in Treasury regulations, preferred stock); (ii) the accruing of certain trade receivables and payables; and (iii) the entering into or acquisition of any forward contract, futures contract, option and similar financial instrument if such instrument is not marked to market. The disposition of a currency other than the U.S. dollar by a U.S. taxpayer also is treated as a transaction subject to the special currency rules. However, foreign currency-related regulated futures contracts and nonequity options generally are not subject to the special currency rules if they are or would be treated as sold for their fair market value at year-end under the mark-to-market rules, unless an election is made to have such currency rules apply. With respect to transactions covered by the special rules, foreign currency gain or loss is calculated separately from any gain or loss on the underlying transaction and is normally taxable -16- as ordinary gain or loss. A taxpayer may elect to treat as capital gain or loss foreign currency gain or loss arising from certain identified forward contracts, futures contracts and options that are capital assets in the hands of the taxpayer and which are not part of a straddle. In accordance with Treasury regulations under which certain transactions that are part of a "section 988 hedging transaction" (as defined in the Code and the Treasury regulations) will be integrated and treated as a single transaction or otherwise treated consistently for purposes of the Code. Any gain or loss attributable to the foreign currency component of a transaction engaged in by the Portfolio which is not subject to the special currency rules (such as foreign equity investments other than certain preferred stocks) will be treated as capital gain or loss and will not be segregated from the gain or loss on the underlying transaction. It is anticipated that some of the non-U.S. dollar denominated investments and foreign currency contracts the Portfolio may make or enter into will be subject to the special currency rules described above. Miscellaneous A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute specified percentages of their ordinary taxable income and net capital gain (excess of capital gains over capital losses). The Portfolio intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any net capital gain prior to the end of each calendar year to avoid liability for this excise tax. The Portfolio will be required in certain cases to withhold and remit to the United States Treasury 31% of taxable dividends or gross proceeds realized upon sale paid to shareholders who have failed to provide a correct tax identification number in the manner required, or who are subject to withholding by the IRS for failure properly to include on their return payments of taxable interest or dividends, or who have failed to certify to the Portfolio that they are not subject to backup withholding when required to do so or that they are "exempt recipients." PERFORMANCE CALCULATIONS The Portfolio may compare its total returns for the shares to that of other investment companies with similar investment objectives and to stock and other relevant indices such as the Russell 2000 Growth Index or to rankings prepared by independent services or other financial or industry publications that monitor the performance of mutual funds. For example, the total returns of the shares of the Portfolio may also be compared to data prepared by Lipper, Inc. ("Lipper"). Performance quotations represent the Portfolio's past performance and should not be considered as indicative of future results. Since performance will fluctuate, performance data for the Portfolio should not be used to compare an investment in the Portfolio's shares with bank deposits, savings accounts and similar investment alternatives which often provide an agreed or guaranteed fixed yield/return for a stated period of time. Shareholders should remember that performance is generally a function of the kind and quality of the instruments held in the Portfolio, portfolio maturity, operating expenses and market conditions. Any other management fees charged by the Advisor, an Affiliate to its respective clients, or Institutions to their respective clients will not be included in the Portfolio's calculations of yield, effective yield, tax-equivalent yield or total return, as appropriate. -17- The Portfolio computes its average annual total return by determining the average annual compounded rate of return during specified periods that equates the initial amount invested to the ending redeemable value of such investment. This is done by dividing the ending redeemable value of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows: T = [(ERV )1/n - 1] --- P Where: T = average annual total return. ERV = ending redeemable value at the end of the period covered by the computation of a hypothetical $1,000 payment made at the beginning of the period. P = hypothetical initial payment of $1,000. n = period covered by the computation, expressed in terms of years. The Portfolio computes its aggregate total return by determining the aggregate rate of return during specified periods that likewise equates the initial amount invested to the ending redeemable value of such investment. The formula for calculating aggregate total return is as follows: T = [(ERV ) - 1] --- P The calculations of average annual total return and aggregate total return assume the reinvestment of all dividends and capital gain distributions. The ending redeemable value (variable "ERV" in each formula) is determined by assuming complete redemption of the hypothetical investment and the deduction of all nonrecurring charges at the end of the period covered by the computations. The Portfolio's average annual total return and aggregate total return do not reflect any other fees that may be charged by the Advisor, an Affiliate to its respective clients, or Institutions to their respective clients. See "Investment Advisory and Other Services". As of the date of this Statement of Additional Information, the Portfolio has not commenced investment operations and, accordingly, no performance figures are available. -18- GENERAL INFORMATION Description of Shares and Voting Rights The shares of the Portfolio have no preference as to conversion, exchange, dividends, retirement or other rights, and, when issued and paid for as provided in this Prospectus, will be fully paid and non-assessable. The shares of the Portfolio have no pre-emptive rights and do not have cumulative voting rights, which means that the holders of more than 50% of the shares of the Fund voting for the election of its Board members can elect 100% of the Board if they choose to do so. A shareholder is entitled to one vote for each full share held (and a fractional vote for each fractional share held), then standing in his or her name on the books of the Fund. The Fund will not hold annual meetings of shareholders, except as required by the 1940 Act, the next sentence and other applicable law. The Fund has undertaken that its Board will call a meeting of shareholders for the purpose of voting upon the question of removal of a Board member or members if such a meeting is requested in writing by the holders of not less than 10% of the outstanding shares of the Fund. To the extent required by the undertaking, the Fund will assist shareholder communication in such matters. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company shall not be deemed to have been effectively acted upon unless approved by a majority of the outstanding shares of the Portfolio or class affected by the matter. The Portfolio or class is affected by a matter unless it is clear that the interests of the Portfolio or class in the matter are substantially identical or that the matter does not affect any interest of the Portfolio or class. Under Rule 18f-2, the approval of an investment advisory agreement or any change in a fundamental investment policy would be effectively acted upon with respect to the Portfolio only if approved by a majority of the outstanding shares of the Portfolio. However, the Rule also provides that the ratification of independent public accountants and the election of directors may be effectively acted upon by shareholders of the Fund voting without regard to the Portfolio. Notwithstanding any provision of Maryland law requiring a greater vote of Glenmede Fund's common stock (or of the shares of the Portfolio or class voting separately as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule 18f-2 discussed above) or by Glenmede Fund's Articles of Amendment and Restatement, Glenmede Fund may take or authorize such action upon the favorable vote of the holders of more than 50% of the outstanding common stock of Glenmede Fund entitled to vote thereon. Certain Record Holders As of the date of this Statement of Additional Information, The Glenmede Trust Company, the Portfolio's initial shareholder, owned all of the Portfolio's outstanding shares. Dividends and Distributions The Portfolio's policy is to distribute substantially all of its net investment income, if any, together with any net realized capital gains in the amount and at the times that will avoid both income (including capital gains) taxes on it and the imposition of the Federal excise tax on undistributed income and gains. The amounts of any income dividends or capital gains distributions for the Portfolio cannot be predicted. -19- Undistributed net investment income is included in the Portfolio's net assets for the purpose of calculating its NAV per share. Therefore, on the Portfolio's "ex-dividend" date, the NAV per share excludes the dividend (i.e., is reduced by the per share amount of the dividend). Any dividend or distribution paid shortly after the purchase of shares of the Portfolio by an investor may have the effect of reducing the per share NAV of the Portfolio by the per share amount of the dividend or distribution. Furthermore, such dividends or distributions, although in effect a return of capital, are subject to income taxes as set forth in the Prospectus. FINANCIAL STATEMENTS No Financial Statements are supplied for the Portfolio because, as of the date of the Prospectus and this Statement of Additional Information, the Portfolio had no operating history. OTHER INFORMATION The Prospectus and this Statement of Additional Information do not contain all the information included in the Registration Statement filed with the SEC under the Securities Act of 1933 with respect to the securities offered by the Prospectus. Certain portions of the Registration Statement have been omitted from the Prospectus and this Statement of Additional Information pursuant to the rules and regulations of the SEC. The Registration Statement, including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. Statements contained in the Prospectus or in this Statement of Additional Information as to the contents of any contract or other documents referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of which the Prospectus and this Statement of Additional Information form a part, each such statement being qualified in all respects by such reference. -20- APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS I. Description of Bond Ratings Excerpts from Moody's description of its highest bond ratings: Aaa -- judged to be the best quality; carry the smallest degree of investment risk; Aa - -- judged to be of high quality by all standards; A -- judged to be of upper medium quality; factors giving security to principal and interest considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future; Baa -- judged to be of medium quality; lacking outstanding investment characteristics and in fact having speculative characteristics. Moody's applies numerical modifiers (1, 2 and 3) with respect to corporate bonds rated Aa, A and Baa. The modifier 1 indicates that the bond being rated ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower end of its generic rating category. Those bonds in the Aa, A and Baa categories which Moody's believes possess the strongest investment attributes, within those categories are designated by the symbols Aa1, A1 and Baa1, respectively. Excerpts from S&P description of its highest bond ratings: AAA -- highest grade obligations; indicates an extremely strong capacity to pay interest and repay principal; AA -- also qualify as high grade obligations; indicates a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree; A -- qualifies as upper medium grade obligations; have strong capacity to pay interest and repay principal, although somewhat more susceptible to adverse effects of change in circumstances and economic conditions than higher rated bonds; BBB -- indicates adequate capacity to pay interest and repay principal, although adverse economic conditions are likely to weaken such capacity. Plus (+) or Minus (-): The ratings from AA to BBB may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. Description of Moody's ratings of state and municipal notes: Moody's ratings for state and municipal notes, other short-term obligations and variable rate demand obligations are as follows: MIG-1/VMIG-1 -- Best quality, enjoying strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing; MIG-2/VMIG-2 -- High quality with margins of protection ample although not so large as in the preceding group. Description of Moody's highest commercial paper rating: Prime-1 ("P-1") - -- judged to be of the best quality. Issuers rated P-1 (or related supporting institutions) are considered to have a superior capacity for repayment of short-term promissory obligations. Excerpt from S&P rating of municipal note issues: SP-1+ -- overwhelming capacity to pay principal and interest; SP-1 -- very strong or strong capacity to pay principal and interest. A-1 Description of S&P highest commercial papers ratings: A-1+ -- this designation indicates the degree of safety regarding timely payment is overwhelming. A-1 -- this designation indicates the degree of safety regarding timely payment is either overwhelming or very strong. II. Description of U.S. Government Securities and Certain Other Securities The term "U.S. Government securities" refers to a variety of securities which are issued or guaranteed by the United States Government, and by various instrumentalities which have been established or sponsored by the United States Government. U.S. Treasury securities are backed by the "full faith and credit" of the United States. Securities issued or guaranteed by Federal agencies and U.S. Government sponsored enterprises or instrumentalities may or may not be backed by the full faith and credit of the United States. In the case of securities not backed by the full faith and credit of the United States, an investor must look principally to the agency, enterprise or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the United States itself in the event the agency, enterprise or instrumentality does not meet its commitment. Agencies which are backed by the full faith and credit of the United States include the Export Import Bank, Farmers Home Administration, Federal Financing Bank and others. Certain agencies, enterprises and instrumentalities, such as the Government National Mortgage Association are, in effect, backed by the full faith and credit of the United States through provisions in their charters that they may make "indefinite and unlimited" drawings on the Treasury, if needed to service its debt. Debt from certain other agencies, enterprises and instrumentalities, including the Federal Home Loan Bank and Federal National Mortgage Association, are not guaranteed by the United States, but those institutions are protected by the discretionary authority for the U.S. Treasury to purchase certain amounts of their securities to assist the institution in meeting its debt obligations. Finally, other agencies, enterprises and instrumentalities, such as the Farm Credit System and the Federal Home Loan Mortgage Corporation, are federally chartered institutions under Government supervision, but their debt securities are backed only by the creditworthiness of those institutions, not the U.S. Government. Some of the U.S. Government agencies that issue or guarantee securities include the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. An instrumentality of the U.S. Government is a Government agency organized under Federal charter with Government supervision. Instrumentalities issuing or guaranteeing securities include, among others, Overseas Private Investment Corporation, Federal Home Loan Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit Banks and the Federal National Mortgage Association. III. Foreign Investments Investors should recognize that investing in foreign companies involves certain special considerations which are not typically associated with investing in U.S. companies. Because the A-2 stocks of foreign companies are frequently denominated in foreign currencies, and because the Portfolio may temporarily hold uninvested reserves in bank deposits in foreign currencies, the Portfolio may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and may incur costs in connection with conversions between various currencies. As foreign companies are not generally subject to uniform accounting, auditing and financial reporting standards and they may have policies that are not comparable to those of domestic companies, there may be less information available about certain foreign companies than about domestic companies. Securities of some foreign companies are generally less liquid and more volatile than securities of comparable domestic companies. There is generally less government supervision and regulation of stock exchanges, brokers and listed companies than in the U.S. In addition, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could affect U.S. investments in foreign countries. Although the Portfolio will endeavor to achieve most favorable execution costs in its portfolio transactions, commissions on many foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges. Certain foreign governments levy withholding taxes on dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion of foreign withholding taxes will reduce the income received from the Portfolio and will not entitle either the Portfolio or its shareholders to any foreign tax credit for U.S. federal income tax purposes. A-3 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"). (10) Articles of Amendment dated September 24, 1997 to Articles of Incorporation are incorporated herein by reference to Exhibit 1(i) to PEA #24. (11) Articles of Amendment dated September 24, 1997 to Articles of Incorporation are incorporated herein by reference to Exhibit 1(k) to PEA #24. (12) Articles Supplementary dated September 26, 1997 to Articles of Incorporation are incorporated herein by reference to Exhibit 1(l) to PEA #24. (13) Articles of Amendment dated December 23, 1997 to Articles of Incorporation are incorporated herein by reference to Exhibit 1(m) to Post-Effective Amendment No. 26 to the Registrant's Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on March 2, 1998 ("PEA #26"). (14) Articles Supplementary dated December 23, 1997 to Articles of Incorporation are incorporated herein by reference to Exhibit 1(n) to PEA #26. (15) Articles of Amendment dated August 20, 1998 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(15) to Post-Effective Amendment No. 27 to the Registrant's Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on December 23, 1998 ("PEA #27"). (16) Articles Supplementary dated October 11, 1999 to Articles of Incorporation. (b) By-Laws of Registrant are incorporated herein by reference to Exhibit 2 to PEA #17. (c) See: Article Fifth, Articles of Amendment and Restatement dated October 12, 1988 which are incorporated herein by reference to Exhibit 1(a) to PEA #17; Articles Supplementary dated August 16, 1989 to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(b) to PEA #17; Articles Supplementary dated February 28, 1991 to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(c) to PEA #17; Articles Supplementary dated March 3, 1992 to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(d) to PEA #17; Articles Supplementary dated June 2, 1992 to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(e) to PEA #17; Articles Supplementary dated September 30, 1994 to Articles of Incorporation which are -2- incorporated herein by reference to Exhibit 1(f) to PEA #17; Articles Supplementary dated December 30, 1994 to Articles of Incorporation which are incorporated by reference to Exhibit 1(g) to PEA #17; Articles Supplementary dated September 24, 1997 to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(i) to PEA #24; Articles Supplementary dated September 26, 1997 to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(l) to PEA #24; Articles Supplementary dated December 23, 1997 to Articles of Incorporation which are incorporated herein by reference as Exhibit 1(n) to PEA #26; and Sections (7) and (11) of Article II, Article VII and Section (3) of Article VIII of Registrant's By-Laws which are incorporated herein by reference to Exhibit 2 to PEA #17. (d) (1) Investment Advisory Agreement between Registrant and The Glenmede Trust Company dated October 25, 1988 is incorporated herein by reference to Exhibit 5(a) to PEA #17. (2) Investment Advisory Agreement between Registrant and The Glenmede Trust Company dated July 31, 1992 is incorporated herein by reference to Exhibit 5(b) to PEA #17. (3) Amendment No. 1, dated September 13, 1994, to Investment Advisory Agreement between Registrant and The Glenmede Trust Company is incorporated herein by reference to Exhibit 5(c) to PEA #17. (4) Supplement dated November 1, 1992, to Investment Advisory Agreement between Registrant and The Glenmede Trust Company, relating to the International Fixed Income and Large Cap Value (formerly, the Model Equity Portfolio) Portfolios is incorporated herein by reference to Exhibit 5(d) to PEA #17. (5) Investment Advisory Agreement between Registrant and The Glenmede Trust Company relating to the Emerging Markets Portfolio dated December 12, 1994 is incorporated herein by reference to Exhibit 5(e) to PEA #17. (6) Sub-Investment Advisory Agreement among the Registrant, The Glenmede Trust Company and Pictet International Management Limited relating to the Emerging Markets Portfolio dated December 12, 1994 is incorporated herein by reference to Exhibit 5(f) to PEA #17. (7) Amendment No. 1, dated December 12, 1994, to the Investment Advisory Agreement for the Emerging Markets Portfolio between the Registrant and the Glenmede Trust Company is incorporated herein by reference to Exhibit 5(g) to Post-Effective Amendment No. 18 to the Registrant's Registration Statement on Form N-1A (Nos. 33-22884/811-5577) as filed with the SEC on February 27, 1996 ("PEA #18"). -3- (8) Amendment No. 1, dated September 11, 1996, to the Investment Advisory Agreement for the Emerging Markets Portfolio between Registrant and the Glenmede Trust Company is incorporated herein by reference to Exhibit 5(h) to PEA #21. (9) Amendment No. 1, dated September 11, 1996, to the Sub-Investment Advisory Agreement among the Registrant, The Glenmede Trust Company and Pictet International Management Limited relating to the Emerging Markets Portfolio is incorporated herein by reference to Exhibit 5(i) to PEA #21. (10) Investment Advisory Agreement between the Registrant and The Glenmede Trust Company relating to the Small Capitalization Equity Portfolio is incorporated herein by reference to Exhibit (d)(10) to PEA #27. (11) Investment Advisory Agreement between the Registrant and The Glenmede Trust Company relating to the Global Equity Portfolio dated September 16, 1997 is incorporated herein by reference to Exhibit 5(k) to PEA #26. (12) Form of Investment Advisory Agreement between the Registrant and The Glenmede Trust Company relating to the Small Capitalization Growth Portfolio. (13) Form of Sub-Investment Advisory Agreement among the Registrant, The Glenmede Trust Company and Winslow Capital Management, Inc. relating to the Small Capitalization Growth Portfolio. (14) Form of Sub-Investment Advisory Agreement among the Registrant, The Glenmede Trust Company and TCW Funds Management, Inc. relating to the Small Capitalization Growth Portfolio. (e) (1) Distribution Agreement dated September 10, 1997, between Registrant and ICC Distributors, Inc. is incorporated herein by reference to Exhibit 6 to PEA #24. (2) Form of Appendix A to Distribution Agreement between Registrant and ICC Distributors Inc. (f) Not Applicable. (g) (1) Custody Agreement dated December 13, 1994, as amended and restated May 1, 1995 between Registrant and The Chase Manhattan Bank, N.A. is incorporated herein by reference to Exhibit 8(a) to PEA #17. -4- (2) Amendment dated May 1, 1995 to Custody Agreement between Registrant and The Chase Manhattan Bank, N.A. dated May 1, 1995 is incorporated herein by reference to Exhibit 8(b) to PEA #17. (3) Form of Amendment to Exhibit A to Custody Agreement relating to the Small Capitalization Growth Portfolio. (h) (1) Master Services Agreement between Registrant and Investment Company Capital Corp. dated July 1, 1995 is incorporated herein by reference to Exhibit 9(a) to PEA #17. (2) Form of Amended Fee Schedule to the Master Services Agreement is incorporated herein by reference to Exhibit 9(b) to PEA #21. (3) Amended and Restated Shareholder Servicing Plan is incorporated herein by reference to Exhibit 9(c) to PEA #24. (4) Form of Amended and Restated Shareholder Servicing Agreement is incorporated herein by reference to Exhibit 9(d) to PEA #24. (5) Form of Amended and Restated Shareholder Servicing Agreement relating to the Small Capitalization Growth Portfolio. (i) (1) Opinion of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Post-Effective Amendment No. 25 to the Registrant's Registration Statement on Form N-1A (Nos. 33-22884/811-5577) as filed with the SEC on December 30, 1997 ("PEA #25"). (2) Opinion of Counsel as to Legality of Securities Being Registered. (j) (1) Consent of Drinker Biddle & Reath LLP. (2) Consent of PricewaterhouseCoopers LLP. (k) Not Applicable. (l) (1) Purchase Agreement between the Registrant and The Glenmede Trust Company relating to the Emerging Markets Portfolio dated December 12, 1994 is incorporated by reference to Exhibit 13(d) to PEA #17. (2) Purchase Agreement between the Registrant and The Glenmede Trust Company relating to the Global Equity Portfolio dated September 16, 1997 is incorporated herein by reference to Exhibit 13(b) to PEA #26. -5- (3) Form of Purchase Agreement between Registrant and The Glenmede Trust Company relating to the Small Capitalization Growth Portfolio. (m) Not Applicable. (n) Amended and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System dated October 24, 1997 is incorporated herein by reference to Exhibit 18 to PEA #24. Item 24. Persons Controlled by or Under Common Control with Registrant Registrant is not controlled by or under common control with any person. Registrant is controlled by its Board of Directors. Item 25. Indemnification Reference is made to Article Ten of the Registrant's Amended and Restated Article of Incorporation, incorporated herein by reference to Exhibit 1. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 26. Business and Other Connections of Investment Advisor (a) The Glenmede Trust Company Reference is made to the caption of "Investment Advisor" in the Prospectuses in Part A of this Registration Statement and "Investment Advisory and Other Services" in Part B of this Registration Statement. Set forth below is a list of all of the directors, senior officers and those officers primarily responsible for Registrant's affairs and, with respect to each such person, the name and business address of the Company (if any) with which such person has been connected at any time since October 31, 1996, as well as the capacity in which such person was connected. -6-
Name and Principal Name and Position Business Address Connection with with Investment Adviser of other Company other Company - ----------------------- ---------------- ------------- Susan W. Catherwood Trustee Board of Former Chairman the Medical Center of the University of Pennsylvania PECO Energy Board Member University of Pennsylvania Vice Chairman, Board of Trustees The World Affairs Council Board Member of Philadelphia Monell Chemical Senses Director Center The Christopher Ludwick Vice Chairman, Foundation Member, Board of Managers Executive Service Corps Vice Chairman, of the Delaware Valley Board of Directors Montessori Genesis II Advisory Board Member United Way of Southeastern Director Pennsylvania Phoenixville Hospital Chairman, Board of Trustees Phoenixville Healthcare Board Member Foundation Thomas Harrison Skelton Richard F. Pew North Ridge Owner/Operator Ranches, Montana and Wyoming Yellowstone Center Board Member for Mountain Environments
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Name and Principal Name and Position Business Address Connection with with Investment Adviser of other Company other Company - ----------------------- ---------------- ------------- Mountain Research Center, Director Montana State University Teton Science School; Director Kelly Wyoming Thomas W. Langfitt, M.D. Management Department, Senior Fellow The Wharton School of the University of Pennsylvania New York Life Insurance Board Member Company Committee on Automotive Chairman Safety, General Motors Corporation University of Pennsylvania Board Member Medical Center Trustee Board Institute of Medicine Member of the National Academy of Sciences Sun Company Former Board Member SmithKline Beecham Former Board Corporation Member Princeton University Former Member, Board of Trustees Harvard Medical Former Member, Board of Overseers The American Philosophical Member Society Greater Philadelphia Urban Board Member Affairs Coalition The Philadelphia Public Board Member School/Business Partnership for Reform Governing Board Secretary's Advisory Board Member Committee on Infant Mortality, Department of Health and Human Services
-8-
Name and Principal Name and Position Business Address Connection with with Investment Adviser of other Company other Company - ----------------------- ---------------- ------------- Community College of Director Philadelphia National Museum of Trustee American History - Smithsonian Institute Arthur E. Pew, III Burlington Northern Retired Director Railroad of Administration, Purchasing & Material Management Department Minnesota Transportation Board Member Museum Museum of Transportation Chairman of the Development Corporation, Board St. Paul Manitow Island Association Board Member (White Bear, Minnesota) Osceola and St. Croix Board Member Valley Railway (Osceola, Wisconsin) J. Howard Pew, II None None J.N. Pew, III None None J.N. Pew, IV, M.D. Private Practice None of Internal Medicine Flying Hills Self Storage, President Inc. American Red Cross, Director Berks County Alvernia College Trustee French and Pickering Creek Director Conservation Trust, Inc. R. Anderson Pew Radnor Corp., a Sun Retired Chief Company subsidiary Executive Officer Bryn Mawr College Vice Chairman, Board of Trustees
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Name and Principal Name and Position Business Address Connection with with Investment Adviser of other Company other Company - ----------------------- ---------------- ------------- Children's Hospital of Vice Chairman of Philadelphia the Board of Trustees Massachusetts Institute Member, Corporation of Technology Visiting Committee for the Department of Brain and Cognitive Sciences The Jackson Library Board Member/Trustee Curtis Institute of Trustee Music, Philadelphia AOPA (a private pilot's Chairman of the Board association) AOPA Air Safety Chairman of Foundation the Board of Trustees Academy of Music Board Member Philadelphia Inc. ACM Committee Ethel Benson Wister Academy of Music Committee Member Philadelphia, Inc. Peoples' Light and Theater Honorary Board Company Member Concerto Soloists Orchestra Arts Award 1997 Recipient
(b) Sub-Investment Advisor - Pictet International Management Limited Pictet International Management Limited (the "Sub-Advisor") is an affiliate of Pictet & Cie (the "Bank"), a Swiss private bank, which was founded in 1805. The Bank manages the accounts for institutional and private clients and is owned by eight partners. The Sub-Advisor, established in 1980, manages the investment needs of clients seeking to invest in the international fixed revenue and equity markets. The list required by this Item 26 of officers and directors of Pictet International Management Limited, together with the information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form AD filed by Pictet International Management Limited pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-15143). -10- (c) Sub-Investment Advisor- Winslow Capital Management, Inc. The officers and directors at Winslow Capital Management, Inc. are all active employees of the firm. None of the directors or officers has any other business, profession, vocation or employment outside of the firm. All of the directors and officers have been in the investment management business for at least the last ten consecutive years. Prior to joining Winslow Capital Management, Inc., Joseph J. Docter, CFA and R. Bart Wear, CFA were partners at Baird Capital Management from July 1996 to March 1997. (d) Sub-Investment Advisor- TCW Funds Management, Inc. The list required by this Item 26 of the activities and affiliations of the officers and directors of TWC Funds Management, Inc. is incorporated by reference to Form ADV filed by TCW Funds Management, Inc. pursuant to the Investment Advisers Act of 1940. In addition to the Funds, TCW Funds Management, Inc. serves as investment adviser or sub-adviser to a number of open-end and closed-end management investment companies that are registered under the Investment Company Act of 1940 and to a number of foreign investment companies. -11- Item 27. Principal Underwriters (a) In addition to The Glenmede Fund, Inc., ICC Distributors, Inc. ("ICC Distributors") currently acts as distributor for The Glenmede Portfolios, BT Advisor Funds, BT Institutional Funds, BT Investment Funds, BT Pyramid Mutual Funds, Flag Investors International Fund, Flag Investors Emerging Growth Fund, Flag Investors Equity Partners Fund, Flag Investors Communications Fund, Flag Investors Real Estate Securities Fund, Flag Investors Value Builder Fund, Flag Investors Total Return U.S. Treasury Fund, Flag Investors Short Intermediate Income Fund, Flag Investors Managed Municipal Fund, Flag Investors BT Alex. Brown Cash Reserve Prime Series, BT Alex. Brown Cash Reserve Treasury Series and BT Alex. Brown Cash Reserve Tax-Free Series. ICC Distributors is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. (b) Name and Principal Position and Offices Position and Offices Business Address with Principal Underwriter with Registrant - ------------------ -------------------------- --------------- John Y. Keffer President None David I. Goldstein Secretary None Benjamin L. Niles Vice President None Margaret J. Fenderson Assistant Treasurer None Nanette K. Chern Chief Compliance Officer None (c) Not Applicable. -12- Item 28. Location of Accounts and Records All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of: (1) The Glenmede Trust Company One Liberty Place 1650 Market Street, Suite 1200 Philadelphia, Pennsylvania 19103 (records relating to its function as investment advisor) (2) Pictet International Management Limited Cutlers Garden 5 Devonshire Square London, United Kingdom EC2M 4LD (records relating to its function as sub-investment advisor of Emerging Markets Portfolio) (3) The Chase Manhattan Bank, N.A. One Chase Manhattan Plaza New York, New York 10081 (records relating to its function as custodian) (4) Investment Company Capital Corp. One South Street Baltimore, Maryland 21202 (records relating to its functions as administrator, transfer agent and dividend disbursing agent) (5) ICC Distributors, Inc. P.O. Box 7558 Portland, Maine 04101 (records relating to its functions as distributor) (6) Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, Pennsylvania 19103-6996 (Registrant's minute books) (7) Winslow Capital Management, Inc. 4720 IDS Tower 80 South Eighth Street Minneapolis, Minnesota 55402 (records relating to its functions as sub-investment advisor to the Small Capitalization Growth Portfolio) -13- (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- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 29 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, and Commonwealth of Pennsylvania on the 15th day of October, 1999. THE GLENMEDE FUND, INC. By /s/ Mary Ann B. Wirts ------------------------ Mary Ann B. Wirts President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 29 to the Registration Statement of The Glenmede Fund, Inc. has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- * John W. Church Chairman October 15, 1999 - ----------------------------- John W. Church, Jr. Mary Ann B. Wirts President and October 15, 1999 - ---------------------------- Chief Executive Mary Ann B. Wirts Officer * H. Franklin Allen Director October 15, 1999 - ---------------------------- H. Franklin Allen, Ph.D. * Willard S. Boothby Director October 15, 1999 - ---------------------------- Willard S. Boothby, Jr. * Francis J. Palamara Director October 15, 1999 - ---------------------------- Francis J. Palamara -15- * G. Thompson Pew, Jr. Director October 15, 1999 - ---------------------------- G. Thompson Pew, Jr. /s/ Kimberly C. Osborne Executive Vice - ---------------------------- President and Kimberly C. Osborne Treasurer October 14, 1999 *By: /s/ Michael P. Malloy ----------------------------------- Michael P. Malloy, Attorney-in-fact -16- THE GLENMEDE FUND, INC. THE GLENMEDE PORTFOLIOS Power of Attorney I hereby appoint John W. Church, Jr., Michael P. Malloy or Mary Ann B. Wirts attorney for me, with full power of substitution, and in my name and on my behalf as a director or trustee to sign any Registration Statement or Amendment thereto of THE GLENMEDE FUND, INC. and/or THE GLENMEDE PORTFOLIOS to be filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 and generally to do and perform all things necessary to be done in that connection. I have signed this Power of Attorney on October 12, 1999. /s/ H. Franklin Allen, Ph.D. ---------------------------- H. Franklin Allen, Ph.D. 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- 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- 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- 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- EXHIBIT INDEX ------------- Exhibit No. - ----------- (a) (16) Articles Supplementary dated October 11, 1999 to Articles of Incorporation (d) (12) Form of Investment Advisory Agreement relating to the Small Capitalization Growth Portfolio (13) Form of Sub-Investment Advisory Agreement relating to the Small Capitalization Growth Portfolio (14) Form of Sub-Investment Advisory Agreement relating to the Small Capitalization Growth Portfolio (e) (2) Form of Appendix A to Distribution Agreement between Registrant and ICC Distributors, Inc. (g) (3) Form of Amendment to Exhibit A to Custody Agreement with relating to the Small Capitalization Growth Portfolio (h) (5) Form of Amended and Restated Shareholder Servicing Agreement relating to the Small Capitalization Growth Portfolio (i) (2) Opinion of Counsel as to Legality of Securities Being Registered (j) (1) Consent of Drinker Biddle & Reath LLP (2) Consent of PricewaterhouseCoopers LLP (l) (3) Form of Purchase Agreement relating to the Small Capitalization Growth Portfolio -17- EX-16.(A) 2 EXHIBIT (A)(16) EXHIBIT (a)(16) THE GLENMEDE FUND, INC. ARTICLES SUPPLEMENTARY THE GLENMEDE FUND, INC., a Maryland corporation having its principal office in Baltimore City, Maryland ("Glenmede Fund"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, the Board of Directors of Glenmede Fund has classified 25 Million (25,000,000) authorized, unissued and unclassified shares of Glenmede Fund of the par value of $.001 per share, as Small Capitalization Growth Portfolio shares, pursuant to the following resolution adopted by the Board of Directors of Glenmede Fund on September 15, 1999: RESOLVED, that effective upon making any necessary filings with the Maryland Department of Assessments and Taxation, pursuant to Article Fifth of Glenmede Fund's Articles of Amendment and Restatement: 25 Million (25,000,000) authorized, unissued and unclassified shares of Glenmede Fund (of the par value of $.001 per share and of the aggregate par value of 25 Thousand Dollars ($25,000) be, and hereby are, classified as Small Capitalization Growth Portfolio shares; and FURTHER RESOLVED, that Small Capitalization Growth Portfolio shares shall have all the rights and privileges as set forth in Glenmede Fund's Articles of Amendment and Restatement. General ------- SECOND: The shares of capital stock of Glenmede Fund classified pursuant to the resolutions set forth in Article FIRST of these Articles Supplementary have been classified by Glenmede Fund's Board of Directors under the authority contained in the Articles of Amendment and Restatement of Glenmede Fund. THIRD: These Articles Supplementary do not increase the authorized number of shares of Glenmede Fund or the aggregate par value thereof. The total number of shares of capital stock which Glenmede Fund is presently authorized to issue remains Two Billion Five Hundred Million (2,500,000,000) shares (of the par value of One Mill ($.001) each) and of the aggregate par value of Two Million Five Hundred Thousand ($2,500,000) of Common Stock classified as follows: Number of Shares of Name of Class Common Stock Allocated ------------- ---------------------- Government Cash Portfolio...................... 700,000,000 Tax-Exempt Cash Portfolio...................... 500,000,000 Core Fixed Income Portfolio.................... 250,000,000 International Portfolio........................ 225,000,000 Tax Managed Equity Portfolio................... 125,000,000 Small Capitalization Equity Portfolio -........ Advisor Shares............................... 200,000,000 Institutional Shares......................... 100,000,000 Institutional International Portfolio -........ Institutional Shares......................... 145,000,000 Flag Investors Series Class A Shares......... 5,000,000 Large Cap Value Portfolio...................... 125,000,000 Emerging Markets Portfolio..................... 50,000,000 Global Equity Portfolio........................ 25,000,000 Small Capitalization Growth Portfolio.......... 25,000,000 Unclassified................................... 25,000,000 ------------- Total................................. 2,500,000,000 IN WITNESS WHEREOF, The Glenmede Fund, Inc. has caused these Articles Supplementary to be signed in its name and on its behalf this 11th day of October, 1999. Attest: THE GLENMEDE FUND, INC. /s/ Michael P. Malloy /s/ Mary Ann B. Wirts - ------------------------- -------------------------------- Michael P. Malloy Mary Ann B. Wirts Secretary President THE UNDERSIGNED, President of Glenmede Fund, who executed on behalf of said Glenmede Fund the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Glenmede Fund, the foregoing Articles Supplementary to the Charter to be the corporate act of Glenmede Fund and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Mary Ann B. Wirts -------------------------------- Mary Ann B. Wirts President EX-12.(D) 3 EXHIBIT (D)(12) EXHIBIT (d)(12) INVESTMENT ADVISORY AGREEMENT ----------------------------- Agreement made this ___ day of ________, 1999 by and between The Glenmede Fund, Inc., a Maryland corporation (the "Company"), and The Glenmede Trust Company, a Pennsylvania corporation (the "Adviser"). 1. Duties of Adviser. The Company hereby appoints the Adviser to provide or arrange to provide directly or through third parties, investment advisory services to its Small Capitalization Growth Portfolio (the "Portfolio") for the period and on such terms set forth in this Agreement. Subject to the approval of the Company's Board of Directors, any applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, the Adviser may select sub-advisers to perform any or all of the services set forth in this Agreement for assets of the Portfolio assigned by the Adviser to the particular sub-adviser. The Company employs the Adviser, directly or through sub-advisers: to manage the investment and reinvestment of the assets of the Portfolio; to continuously review, supervise and administer the investment program of the Portfolio; to determine in its (or any selected sub-advisers') discretion the securities to be purchased or sold and the portion of the Portfolio's assets to be held uninvested; to provide the Company with records concerning the Adviser's (and any selected sub-advisers') activities which the Company is required to maintain; and to render regular reports to the Company's officers and Board of Directors concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall monitor the services performed by any selected sub-advisers. The Adviser and any selected sub-advisers shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Directors of the Company and in compliance with the objective, policies and limitations set forth in the Portfolio's prospectus and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. -1- 2. Portfolio Transactions. The Adviser is authorized to select the brokers that will execute the purchases and sales of securities for the Portfolio and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. Subject to policies established by the Board of Directors of the Company, the Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Company and other accounts as to which the Adviser exercises investment discretion. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Adviser will promptly communicate to the officers and Directors of the Company such information relating to portfolio transactions as they may reasonably request. 3. Compensation of the Adviser. For the services provided and the expenses assumed pursuant to this Agreement, effective as of the date hereof, the Portfolio will pay the Adviser and the Adviser will accept as full compensation therefor, a fee computed daily and paid monthly (in arrears), at an annual rate of .25% of the average daily net assets held in the Portfolio. -2- 4. Other Services. At the request of the Company, the Adviser in its discretion may make available to the Company office facilities, equipment, and other services. Such office facilities, equipment, and services shall be provided for or rendered by the Adviser and billed to the Company at the Adviser's cost. The Adviser further agrees to assume the cost of printing and mailing prospectuses to persons other than current shareholders of the Company and the cost of any other activities primarily intended to result in the sale of the Company's shares. 5. Reports. The Company and the Adviser agree to furnish to each other current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. 6. Status of Adviser. The services of the Adviser to the Company are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Company are not impaired thereby. 7. Liability of Adviser. In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (ii) reckless disregard by the Adviser of its obligations and duties hereunder, or (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject to any liability whatsoever to the Company or to any shareholder of the Company, for any error or judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Portfolio. -3- 8. Permissible Interests. Subject to and in accordance with the Articles of Amendment and Restatement of the Company and the Articles of Incorporation of the Adviser, Directors, officers, agents and shareholders of the Company are or may be interested in the Adviser (or any successor thereof) as Directors, officers, agents, shareholders or otherwise; Directors, officers, agents and shareholders of the Adviser are or may be interested in the Company as Directors, officers, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Company as a shareholder or otherwise; and that the effect of any such interrelationships shall be governed by said Articles of Amendment and Restatement or Articles of Incorporation (as applicable) and the provisions of the 1940 Act. 9. Corporate Name. The Company acknowledges that it has obtained its corporate name by consent of the Adviser, which consent was given in reliance and upon the provisions hereafter contained. The Company agrees that if the Adviser should cease to be the investment adviser of the Company, the Company will, upon written demand of the Adviser forthwith (a) for a period of two years after such written demand, state in all prospectuses, advertising material, letterheads and other material designed to be read by investors or prospective investors, in a prominent position and in prominent type (as may be reasonably approved by the Adviser), that The Glenmede Trust Company no longer serves as the investment adviser of the Company, and (b) delete from its name the word "Glenmede" or any approximation thereof. The Company further agrees that the Adviser may permit other persons, partnerships (general or limited), associations, trusts, corporations or other incorporated or unincorporated groups of persons, including without limitation any investment company or companies of any type which may be initially sponsored or organized by the Adviser in the future, to use the word "GLENMEDE" or any approximation thereof as part of their names. As used in this section, "The Glenmede Trust Company" and "Adviser" shall include any successor corporation, partnership, limited partnership, trust or person. -4- 10. Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue until October 31, 2000 and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board of Directors of the Company who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio; provided however, that if the holders of the Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve the Portfolio in such capacity in the manner and to the extent permitted by the Company's Board of Directors and the 1940 Act and Rules thereunder. This Agreement may be terminated by the Company at any time, without the payment of any penalty, by vote of a majority of the entire Board of Directors of the Company or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days' written notice to the Adviser. This Agreement may be terminated by the Adviser at any time, without the payment of any penalty, upon 90 days' written notice to the Company. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at any office of such party. -5- As used in this Section 10, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act. 11. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company's request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records which it maintains for the Company and are required to be maintained by Rule 31a-1 under the 1940 Act. 12. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 13. Amendment of Agreement. This Agreement may be amended by mutual consent, subject to the applicable requirements of the 1940 Act. -6- 14. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have caused this Agreement to be executed as of this ____ day of ________, 1999. THE GLENMEDE FUND, INC. --------------------------- By: Title: THE GLENMEDE TRUST COMPANY --------------------------- By: Title: -7- EX-13.(D) 4 EXHIBIT (D)(13) EXHIBIT (d)(13) SUB-INVESTMENT ADVISORY AGREEMENT THE GLENMEDE FUND, INC. (Small Capitalization Growth Portfolio) ________________, 1999 TCW Funds Management, Inc. 865 S. Figueroa Street Los Angeles, CA 90017 Ladies and Gentlemen: The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and Glenmede Trust Company, a Pennsylvania Trust Company (the "Adviser"), each confirms its agreement with TCW Funds Management, Inc. (the "Sub-Adviser"), as follows: 1. Investment Description; Appointment The Company desires to employ its capital relating to its Small Capitalization Growth Portfolio (the "Portfolio") by investing and reinvesting in investments of the kind and in accordance with the investment objective(s), policies and limitations specified in its Articles of Incorporation, as amended from time to time (the "Articles of Incorporation"), in the prospectus (the "Prospectus") and the statement of additional information (the "Statement") filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form N-1A, as amended from time to time, and in the manner and to the extent as may from time to time be approved by the Board of Directors of the Company (the "Board"). Copies of the Prospectus, the Statement and the Articles of Incorporation have been or will be submitted to the Sub-Adviser. The Company agrees to provide copies of all amendments to the Prospectus, the Statement and the Articles of Incorporation to the Sub-Adviser on an on-going basis. The Company employs the Adviser as the investment adviser to the Portfolio, and the Company and the Adviser desire to employ and hereby appoint the Sub-Adviser to act as a sub-investment adviser to the Portfolio. The Sub-Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below. 2. Services as Sub-Adviser The Company and the Adviser hereby appoint the Sub-Adviser to act as sub-investment adviser to the Portfolio for a portion of the assets of the Portfolio which the Adviser, as fiduciary for the Company, determines to assign to the Sub-Adviser (those assets being referred to as the "Portfolio Account") for the period and on such terms set forth in this Agreement. It is understood that the Portfolio Account may consist of all, a portion of or none of the assets of the Portfolio, and that the Adviser has the right to allocate and reallocate such assets to the Portfolio Account at any time, and from time to time, upon such notice to the Sub-Adviser as may be reasonably necessary, in the view of the Company, to ensure orderly management of the Portfolio Account or the Portfolio. The Company and the Adviser employ the Sub-Adviser to manage the investment and reinvestment of the assets of the Portfolio Account, to continuously review, supervise and administer the investment program of the Portfolio Account, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio Account's assets to be held uninvested, to provide the Company and the Adviser with records concerning the Sub-Adviser's activities which the Company and the Sub-Adviser are required to maintain, and to render regular reports to the Company's officers and Board of Directors and the Adviser concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Directors of the Company and the Adviser in compliance with the objectives, policies and limitations set forth in the Prospectus, Statement and applicable laws and regulations. The Sub-Adviser accepts such employment and agrees to render the services and to provide, at is own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. 3. Portfolio Transactions The Sub-Adviser is authorized to select the brokers that will execute the purchases and sales of securities for the Portfolio Account and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. Subject to policies established by the Board of Directors of the Company and the Adviser, the Sub-Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Company and other accounts as to which the Sub-Adviser exercises investment discretion. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty by this Agreement or otherwise. The Sub-Adviser will promptly communicate to the officers and Directors of the Company and the Adviser such information relating to the Portfolio Account's transactions as they may reasonably request. 4. Information Provided to the Company The Sub-Adviser will keep the Company and the Adviser informed of developments materially affecting the Portfolio Account, and will, on its own initiative, furnish the Company and the Adviser from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose. 5. Compensation of the Sub-Adviser For the services provided and the expenses assumed pursuant to this Agreement, effective as of the date hereof, the Portfolio will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefor, a fee computed daily and paid monthly (in arrears), at an annual rate of .60% of the average daily net assets held in the Portfolio Account. 6. Expenses The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement. The Portfolio will bear certain other expenses to be incurred in its operation, including but not limited to, investment advisory, sub-advisory and administration fees; fees for necessary professional and brokerage services; fees for any pricing service; the costs of regulatory compliance; custody and transfer agency fees; and costs associated with maintaining the Company's legal existence and shareholder relations. 7. Standard of Care In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in performance of its obligations and duties hereunder, (ii) reckless disregard by the Sub-Adviser of its obligations and duties hereunder, or (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation or services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940 Act")), the Sub-Adviser shall not be subject to any liability whatsoever to the Company, any shareholder of the Company or to the Adviser, for any error or judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Portfolio. 8. Term of Agreement This Agreement shall become effective as of ________________, 1999 (the "Effective Date") and shall continue until October 31, 2000 and shall continue thereafter so long as such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a "majority" (as that term is defined in the 1940 Act) of the Portfolio's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the board who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the board or by vote of holders of a majority of the Portfolio's shares, or upon 90 days' written notice, by the Sub-Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder). 9. Services to Other Companies or Accounts The services of the Sub-Adviser to the Company and the Adviser are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others so long as its services to the Company and the Adviser are not impaired thereby. 10. Books and Records In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Portfolio Account are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company's request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, the records which it maintains for the Company are required to be maintained by Rule 31a-1 under the 1940 Act. 11. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 12. Amendment of Agreement This Agreement may be amended by mutual consent, subject to applicable requirements of the 1940 Act. 13. Severability If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Agreement by signing and returning the enclosed copy of this Agreement. Very truly yours, THE GLENMEDE FUND, INC. By: _______________________________ THE GLENMEDE TRUST COMPANY By: ______________________________ Agreed to and Accepted by: TCW FUNDS MANAGEMENT, INC. By: __________________________ EX-14.(D) 5 EXHIBIT (D)(14) EXHIBIT (d)(14) SUB-INVESTMENT ADVISORY AGREEMENT THE GLENMEDE FUND, INC. (Small Capitalization Growth Portfolio) ________________, 1999 Winslow Capital Management, Inc. 4720 IDS Tower 80 South Eighth Street Minneapolis, MN 55402 Ladies and Gentlemen: The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and Glenmede Trust Company, a Pennsylvania Trust Company (the "Adviser"), each confirms its agreement with Winslow Capital Management, Inc. (the "Sub-Adviser"), as follows: 1. Investment Description; Appointment The Company desires to employ its capital relating to its Small Capitalization Growth Portfolio (the "Portfolio") by investing and reinvesting in investments of the kind and in accordance with the investment objective(s), policies and limitations specified in its Articles of Incorporation, as amended from time to time (the "Articles of Incorporation"), in the prospectus (the "Prospectus") and the statement of additional information (the "Statement") filed with the Securities and Exchange Commission as part of the Company's Registration Statement on Form N-1A, as amended from time to time, and in the manner and to the extent as may from time to time be approved by the Board of Directors of the Company (the "Board"). Copies of the Prospectus, the Statement and the Articles of Incorporation have been or will be submitted to the Sub-Adviser. The Company agrees to provide copies of all amendments to the Prospectus, the Statement and the Articles of Incorporation to the Sub-Adviser on an on-going basis. The Company employs the Adviser as the investment adviser to the Portfolio, and the Company and the Adviser desire to employ and hereby appoint the Sub-Adviser to act as a sub-investment adviser to the Portfolio. The Sub-Adviser accepts the appointment and agrees to furnish the services for the compensation set forth below. 2. Services as Sub-Adviser The Company and the Adviser hereby appoint the Sub-Adviser to act as sub-investment adviser to the Portfolio for a portion of the assets of the Portfolio which the Adviser, as fiduciary for the Company, determines to assign to the Sub-Adviser (those assets being referred to as the "Portfolio Account") for the period and on such terms set forth in this Agreement. It is understood that the Portfolio Account may consist of all, a portion of or none of the assets of the Portfolio, and that the Adviser has the right to allocate and reallocate such assets to the Portfolio Account at any time, and from time to time, upon such notice to the Sub-Adviser as may be reasonably necessary, in the view of the Company, to ensure orderly management of the Portfolio Account or the Portfolio. The Company and the Adviser employ the Sub-Adviser to manage the investment and reinvestment of the assets of the Portfolio Account, to continuously review, supervise and administer the investment program of the Portfolio Account, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio Account's assets to be held uninvested, to provide the Company and the Adviser with records concerning the Sub-Adviser's activities which the Company and the Sub-Adviser are required to maintain, and to render regular reports to the Company's officers and Board of Directors and the Adviser concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Directors of the Company and the Adviser in compliance with the objectives, policies and limitations set forth in the Prospectus, Statement and applicable laws and regulations. The Sub-Adviser accepts such employment and agrees to render the services and to provide, at is own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. 3. Portfolio Transactions The Sub-Adviser is authorized to select the brokers that will execute the purchases and sales of securities for the Portfolio Account and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. Subject to policies established by the Board of Directors of the Company and the Adviser, the Sub-Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Company and other accounts as to which the Sub-Adviser exercises investment discretion. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty by this Agreement or otherwise. The Sub-Adviser will promptly communicate to the officers and Directors of the Company and the Adviser such information relating to the Portfolio Account's transactions as they may reasonably request. 4. Information Provided to the Company The Sub-Adviser will keep the Company and the Adviser informed of developments materially affecting the Portfolio Account, and will, on its own initiative, furnish the Company and the Adviser from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose. 5. Compensation of the Sub-Adviser For the services provided and the expenses assumed pursuant to this Agreement, effective as of the date hereof, the Portfolio will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefor, a fee computed daily and paid monthly (in arrears), at an annual rate of .60% of the average daily net assets held in the Portfolio Account. 6. Expenses The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement. The Portfolio will bear certain other expenses to be incurred in its operation, including but not limited to, investment advisory, sub-advisory and administration fees; fees for necessary professional and brokerage services; fees for any pricing service; the costs of regulatory compliance; custody and transfer agency fees; and costs associated with maintaining the Company's legal existence and shareholder relations. 7. Standard of Care In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in performance of its obligations and duties hereunder, (ii) reckless disregard by the Sub-Adviser of its obligations and duties hereunder, or (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation or services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940 Act")), the Sub-Adviser shall not be subject to any liability whatsoever to the Company, any shareholder of the Company or to the Adviser, for any error or judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Portfolio. 8. Term of Agreement This Agreement shall become effective as of ________________, 1999 (the "Effective Date") and shall continue until October 31, 2000 and shall continue thereafter so long as such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a "majority" (as that term is defined in the 1940 Act) of the Portfolio's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the board who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the board or by vote of holders of a majority of the Portfolio's shares, or upon 90 days' written notice, by the Sub-Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder). 9. Services to Other Companies or Accounts The services of the Sub-Adviser to the Company and the Adviser are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others so long as its services to the Company and the Adviser are not impaired thereby. 10. Books and Records In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Portfolio Account are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company's request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, the records which it maintains for the Company are required to be maintained by Rule 31a-1 under the 1940 Act. 11. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 12. Amendment of Agreement This Agreement may be amended by mutual consent, subject to applicable requirements of the 1940 Act. 13. Severability If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Agreement by signing and returning the enclosed copy of this Agreement. Very truly yours, THE GLENMEDE FUND, INC. By:___________________________________ THE GLENMEDE TRUST COMPANY By:___________________________________ Agreed to and Accepted by: WINSLOW CAPITAL MANAGEMENT, INC. By:_______________________________ EX-2.(E) 6 EXHIBIT (E)(2) EXHIBIT (e)(2) THE GLENMEDE FUND, INC. DISTRIBUTION AGREEMENT Appendix A as of _____________, 1999
==================================================================================================================================== 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 Flag Investor Series Class A Shares 0.25% - ------------------------------------------------------------------------------------------------------------------------------------ International Portfolio Single class of shares None - ------------------------------------------------------------------------------------------------------------------------------------ Small Capitalization Equity Portfolio Institutional Series Shares None Advisor Series Shares None - ------------------------------------------------------------------------------------------------------------------------------------ Large Cap Value Portfolio Single class of shares None - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Market Portfolio Single class of shares None - ------------------------------------------------------------------------------------------------------------------------------------ Global Equity Portfolio Single class of shares None - ------------------------------------------------------------------------------------------------------------------------------------ Small Capitalization Growth Portfolio Single class of shares None ====================================================================================================================================
EX-3.(G) 7 EXHIBIT (G)(3) EXHIBIT (g)(3) AMENDMENT TO EXHIBIT A Portfolios covered by the Custody Agreement between The Chase Manhattan Bank, N.A. and The Glenmede Fund, Inc. Emerging Markets Portfolio Government Cash Portfolio Tax-Exempt Cash Portfolio Core Fixed Income Portfolio Tax-Managed Equity Portfolio Small Capitalization Equity Portfolio Large Cap Value Portfolio International Portfolio Institutional International Portfolio Global Equity Portfolio Small Capitalization Growth Portfolio EX-5.(H) 8 EXHIBIT (H)(5) EXHIBIT (h)(5) THE GLENMEDE FUND, INC. AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT Ladies and Gentlemen: We wish to enter into this Shareholder Servicing Agreement ("Agreement") with you concerning the provision of administrative support services to your clients ("Customers") who may from time to time beneficially own shares in one or more series listed on Exhibit I hereto (the "Portfolios") of The Glenmede Fund, Inc. (the "Company"). The terms and conditions of this Agreement are as follows: Section 1. You agree to provide the following administrative support services to your Customers who may from time to time beneficially own shares of one or more Portfolios:(1) (i) aggregating and processing purchase and redemption requests from Customers and transmitting promptly net purchase and redemption orders to our distributor or transfer agent; (ii) providing Customers with a service that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; (iii) processing dividend and distribution payments from the Company on behalf of Customers; (iv) providing information periodically to Customers showing their positions; (v) arranging for bank wires; (vi) responding to Customers' inquiries concerning their investment; (vii) providing subaccounting with respect to shares beneficially owned by Customers or the information necessary for subaccounting; (viii) if required by law, forwarding shareholder communications from us (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Customers; and (ix) providing such other similar services as we may reasonably request to the extent you are permitted to do so under applicable statutes, rules or regulations. All services rendered hereunder by you shall be performed in a professional, competent and timely manner. Section 2. You will perform only those activities which are consistent with statutes and regulations applicable to you. You will act solely as agent or, upon the order of, and for the account of, your Customers. Section 3. You will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used in your business, or any personnel employed by you) as may be reasonably necessary or beneficial in order to provide the administrative support services contemplated hereby. - ------ (1) Services may be modified or omitted in the particular case and items relettered or renumbered. Section 4. Neither you nor any of your officers, employees or agents are authorized to make any representations concerning us or the shares except those contained in our then current prospectuses and statements of additional information, as amended or supplemented from time to time, copies of which will be supplied by us to you, or in such supplemental literature or advertising as may be authorized by our distributor or us in writing. Section 5. For all purposes of this Agreement you will be deemed to be an independent contractor, and will have no authority to act as agent for us in any matter or in any respect. By your written acceptance of this Agreement, you agree to and do release, indemnify and hold us harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder or the purchase, redemption, transfer or registration of shares (or orders relating to the same) by or on behalf of Customers. You and your employees will, upon request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement. Section 6. In consideration of the services and facilities provided by you hereunder, we will pay to you, and you will accept as full payment therefor, a fee as described in Exhibit I hereto, as amended from time to time. The fee rate payable to you may be prospectively increased or decreased by us, in our sole discretion, at any time upon notice to you. Further, we may, in our discretion and without notice, suspend or withdraw the sale of shares of any and all Portfolios, including the sale of shares to you for the account of any Customer or Customers. Compensation payable under this Agreement may be subject to, among other things, the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice governing receipt by NASD members of shareholder servicing plan fees from registered investment companies (the "NASD Servicing Plan Rule"), which became effective on July 7, 1993. Such compensation shall only be paid if permissible under the NASD Servicing Plan Rule and shall not be payable for services that are deemed to be distribution-related services. Section 7. You will furnish us or our designees with such information as we or they may reasonably request (including, without limitation, periodic certifications confirming the provision to Customers of the services described herein), and will otherwise cooperate with us and our designees (including, without limitation, any auditors or legal counsel designated by us), in connection with the preparation of reports to our Board of Directors concerning this Agreement and the monies paid or payable by us pursuant hereto, as well as any other reports or filings that may be required by law. -2- Section 8. We may enter into other similar Agreements with any other person or persons without your consent. Section 9. By your written acceptance of this Agreement, you represent, warrant and agree that: (i) in no event will any of the services provided by you hereunder be primarily intended to result in the sale of any shares issued by us; and (ii) the compensation payable to you hereunder, together with any other compensation you receive in connection with the investment of your Customers' assets in shares of the Portfolios, will be disclosed by you to your Customers to the extent required by applicable laws or regulations, will be authorized by your Customers and will not result in an excessive or unreasonable fee to you. Section 10. This Agreement will become effective on the date a fully executed copy of this Agreement is received by us or our designee. Unless sooner terminated, this Agreement will continue until October 31, 1998 and thereafter will continue automatically for successive annual periods provided such continuance is specifically approved at least annually by us in the manner described in Section 11. This Agreement is terminable with respect to shares of any Portfolio, without penalty, at any time by us (which termination may be by a vote of a majority of our Disinterested Directors as defined below) or by you upon written notice to the other party hereto. Section 11. This Agreement has been approved by vote of a majority of (1) our Board of Directors and (ii) those Directors who are not "interested persons" (as defined in the Investment Company Act of 1940) of us and have no direct or indirect financial interest in the operation of the Shareholder Servicing Plan adopted by us regarding the provision of support services to the beneficial owners of shares of the Portfolios or in any agreement related thereto cast in person at a meeting called for the purpose of voting on such approval ("Disinterested Directors"). Section 12. All notices and other communications to either you or us will be duly given if mailed, telegraphed, telexed or transmitted by similar telecommunications device to the appropriate address or number stated herein (with a confirming copy by mail), or to such other address as either party shall so provide in writing to the other. Section 13. This Agreement will be construed in accordance with the internal laws of The Commonwealth of Pennsylvania without giving effect to principles of conflict of laws, and is nonassignable by the parties hereto. -3- 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- EX-2.(I)(2) 9 EXHIBIT (I)(2) EXHIBIT (i)(2) October 15, 1999 The Glenmede Fund, Inc. One South Street Baltimore, Maryland 21202 Re: Shares Registered by Post-Effective Amendment No. 29 to Registration Statement on Form N-1A (File No. 33 - 22884) Ladies and Gentlemen: We have acted as counsel to The Glenmede Fund, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission on October 15, 1999 of Post-Effective Amendment No. 29 (the "Amendment") to the Company's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"). The Board of Directors of the Company has authorized the issuance and sale by the Company of 25 million shares of common stock, $.001 par value per share, representing interests in the Small Capitalization Growth Portfolio. The Amendment registered an indefinite number of the Shares. We have reviewed the Company's Certificate of Incorporation, ByLaws, resolutions of its Board of Directors, and such other legal and factual matters as we have deemed appropriate. This opinion is based exclusively on the Maryland General Corporation Law and the federal law of the United States of America. Based upon and subject to the foregoing, it is our opinion that the Shares, when issued for payment as described in the Company's Prospectus offering the Shares and in accordance with the Company's Articles of Incorporation (including Articles Supplementary thereto filed with the Maryland Department of Assessments and Taxation to authorize, classify and establish the Shares) for not less than $.001 per share, will be legally issued, fully paid and non-assessable by the Company. We hereby consent to the filing of this opinion as an exhibit to a Post-Effective Amendment to the Company's Registration Statement. Very truly yours, /s/ DRINKER BIDDLE & REATH LLP ------------------------------ DRINKER BIDDLE & REATH LLP EX-99.J(1) 10 EXHIBIT 99.J(1) EXHIBIT (j)(1) CONSENT OF COUNSEL We hereby consent (i) to the use of our name and to the reference to our Firm under the caption "Counsel" in the Prospectus that is included in Post-Effective Amendment No. 29 to the Registration Statement (No. 33-22884) on Form N-1A under the Securities Act of 1933, as amended, and Post-Effective Amendment No. 31 to the Registration Statement (No. 811-5577) on Form N-1A under the Investment Company Act of 1940, as amended, of The Glenmede Fund, Inc. and (ii) to the use and incorporation by reference in said Post-Effective Amendment of our firm's opinion of counsel filed as Exhibit (i) to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A under the Investment Company Act of 1940, as amended, of The Glenmede Fund, Inc. This consent does not constitute a consent under section 7 of the Securities Act of 1933, and in consenting to the use of our name and the references to our Firm under such caption we have not certified any part of the Registration Statement and do not otherwise come within the cateories of persons whose consent is required under said section 7 of the rules and regulations of the Securities and Exchange Commission thereunder. /s/ DRINKER BIDDLE & REATH LLP ------------------------------ DRINKER BIDDLE & REATH LLP Philadelphia, Pennsylvania October 15, 1999 EX-99.J(2) 11 EXHIBIT 99.J(2) EXHIBIT (j)(2) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the reference to our Firm name under the caption "Independent Accountants" in the Statement of Additional Information in Post-Effective Amendment No. 29 to the Registration Statement of the Small Capitalization Growth Portfolio of the Glenmede Fund, Inc. on Form N-1A (No. 33-22884). /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Baltimore, Maryland October 11, 1999 EX-3.(L) 12 EXHIBIT (L)(3) EXHIBIT (l)(3) PURCHASE AGREEMENT The Glenmede Fund, Inc., a Maryland corporation (the "Company") and The Glenmede Trust Company, a Pennsylvania trust Company ("Glenmede Trust"), hereby agree with each other as follows: 1. The Company hereby offers Glenmede Trust and Glenmede Trust hereby purchases one share (the "Share") of the Company's Small Capitalization Growth Portfolio for $____ per share. The Company hereby acknowledges receipt from Glenmede Trust of funds in the total amount of $____ in full payment for such Share. 2. Glenmede Trust represents and warrants to the Company that the Share is being acquired for investment purposes and not with a view to the distribution thereof. IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Agreement as of the ____ day of ___________________, 1999. THE GLENMEDE FUND, INC. ATTEST: - ----------------------------- ----------------------------- By: By: Title: Title: THE GLENMEDE TRUST COMPANY ATTEST: - ----------------------------- ----------------------------- By: By: Title: Title: -----END PRIVACY-ENHANCED MESSAGE-----