EX-99.B(A)(31) 2 a08-6357_1ex99dba31.htm EX-99.B(A)(31)

Exhibit 99.B(a)(31)

 

THE GLENMEDE FUND, INC.

 

ARTICLES SUPPLEMENTARY

 

THE GLENMEDE FUND, INC., a Maryland corporation having its principal office in Baltimore City, Maryland (the “Company”), 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 the Company has reclassified Thirty Million (30,000,000) authorized but unissued shares of the of the Small Cap Equity Portfolio – Advisor Shares of the Company and Thirty Million (30,000,000) authorized but unissued shares of the Small Cap Equity Portfolio –Institutional Shares of the Company as 60,000,000 shares of the Tax-Exempt Cash Portfolio pursuant to the following resolutions adopted by the Board of Directors of the Company by unanimous consent dated July 24, 2007:

 

RESOLVED, that effective upon making any necessary filings with the Maryland Department of Assessments and Taxation, pursuant to the authority expressly given to the Board of Directors in Article Fifth of the Company’s Articles of Amendment and Restatement, the Board hereby reclassifies Thirty Million (30,000,000) of the Company’s authorized but unissued shares of the Small Cap Equity Portfolio – Advisor Shares and reclassifies Thirty Million (30,000,000) of the Company’s authorized but unissued shares of the Small Cap Equity Portfolio – Institutional Shares, with a par value of one-tenth of one cent ($.001) per share, and an aggregate par value of Sixty Thousand Dollars ($60,000) as shares of the Company’s Tax-Exempt Cash Portfolio;

 

FURTHER RESOLVED, that each share of the Tax-Exempt Cash Portfolio as classified herein shall have all the rights and privileges as set forth in the Company’s Articles of Amendment and Restatement; and

 

FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered to execute, seal, deliver and file any and all documents, instruments, papers and writings, including but not limited to filing Articles Supplementary with the State Department of Assessments and Taxation of Maryland, and to do any and all other acts, including but not limited to changing the foregoing resolutions upon advice of the Company’s counsel prior to filing said Articles Supplementary, in the name of the Company and on its behalf, as may be necessary or desirable in connection with or in furtherance of the foregoing resolutions, such determination to be conclusively evidenced by said officer taking any such actions.

 


 

SECOND:                         The shares of capital stock of the Company reclassified pursuant to the resolutions set forth in Article FIRST of these Articles Supplementary have been reclassified by the Company’s Board of Directors under the authority contained in the Articles of Amendment and Restatement of the Company.

 

THIRD:                                      These Articles Supplementary do not increase or decrease the authorized number of shares of the Company or the aggregate par value thereof. The total number of shares of capital stock which the Company 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 Dollars ($2,500,000) of Common Stock classified as follows:

 

Name of Class

 

Number of Shares of
Common Stock Allocated

 

 

 

 

 

Absolute Return Portfolio

 

20,000,000

 

Core Fixed Income Portfolio

 

60,000,000

 

Government Cash Portfolio

 

900,000,000

 

International Portfolio

 

115,000,000

 

Large Cap Growth Portfolio

 

20,000,000

 

Large Cap 100 Portfolio

 

20,000,000

 

Large Cap Value Portfolio

 

75,000,000

 

Philadelphia International Fund -
Institutional Shares

 

120,000,000

 

Small Cap Equity Portfolio –
Advisor Shares

 

100,000,000

 

Institutional Shares

 

35,000,000

 

Strategic Equity Portfolio

 

125,000,000

 

Tax-Exempt Cash Portfolio

 

800,000,000

 

Total Market Long/Short Portfolio

 

20,000,000

 

U.S. Emerging Growth Portfolio

 

75,000,000

 

Unclassified

 

15,000,000

 

 

 

 

 

Total

 

2,500,000,000

 

 

IN WITNESS WHEREOF, the Company, has caused these Articles Supplementary to be signed in its name and on its behalf as of this 24th day of July, 2007.

 

Attest:

THE GLENMEDE FUND, INC.

 

 

By:

/s/ Michael P. Malloy

 

By:

/s/ Mary Ann B. Wirts

 

 

Michael P. Malloy

 

Mary Ann B. Wirts

 

Secretary

 

President

 

2


 

THE UNDERSIGNED, President of Glenmede Fund, Inc. 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

 

3