EX-99.(A)(39) 2 d671994dex99a39.htm ARTICLES SUPPLEMENTARY Articles Supplementary

Exhibit (a)(39)

THE GLENMEDE FUND, INC.

ARTICLES SUPPLEMENTARY

THE GLENMEDE FUND, INC., a Maryland corporation (“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 and pursuant to the authority expressly given to the Board of Directors in Article Fifth of Glenmede Fund’s Articles of Amendment and Restatement (as amended and supplemented, the “Charter”), the Board of Directors of Glenmede Fund, by resolutions duly adopted at a meeting duly convened on June 5, 2013, has reclassified authorized but unissued shares of common stock, with a par value of one-tenth of one cent ($.001) per share (the “Common Stock”), of Glenmede Fund as follows:

1. Twenty Million (20,000,000) of the Company’s authorized but unissued shares of the U.S. Emerging Growth Portfolio as shares of the Company’s Secured Options Portfolio;

2. Fifteen Million (15,000,000) of the Company’s authorized but unissued shares of the International Portfolio as shares of the Company’s Large Cap 100 Portfolio;

3. Each share of the Secured Options Portfolio as classified herein shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as previously set forth in the Charter with respect to shares of the Secured Options Portfolio; and

4. Each share of the Large Cap 100 Portfolio as classified herein shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as previously set forth in the Charter with respect to shares of the Large Cap 100Portfolio.

SECOND: The shares of Common Stock reclassified pursuant to Article FIRST of these Articles Supplementary have been reclassified by Glenmede Fund’s Board of Directors under the authority contained in the Charter.


THIRD: These Articles Supplementary do not increase or decrease the authorized number of shares of Glenmede Fund or the aggregate par value thereof. The total number of shares of stock which Glenmede Fund is presently authorized to issue remains Three Billion Five Hundred Million (3,500,000,000) shares (of the par value of one-tenth of one cent ($.001) each) and of the aggregate par value of Three Million Five Hundred Thousand Dollars ($3,500,000) of Common Stock classified as follows:

 

Name of Class

   Number of Shares of
Common Stock Allocated
 

Core Fixed Income Portfolio

     60,000,000   

Government Cash Portfolio

     1,390,000,000   

International Portfolio

     40,000,000   

International Secured Options Portfolio

     20,000,000   

Large Cap Growth Portfolio

     20,000,000   

Large Cap 100 Portfolio

     35,000,000   

Large Cap Value Portfolio

     75,000,000   

Long/Short Portfolio

     20,000,000   

Philadelphia International Emerging Markets Fund

  

Class I

     10,000,000   

Class IV

     10,000,000   

Philadelphia International Fund -

  

Institutional Shares

     70,000,000   

Philadelphia International Small Cap Fund

  

Class I

     10,000,000   

Class IV

     10,000,000   

Secured Options Portfolio

     60,000,000   

Small Cap Equity Portfolio –

  

Advisor Shares

     80,000,000   

Institutional Shares

     35,000,000   

Strategic Equity Portfolio

     75,000,000   

Tax-Exempt Cash Portfolio

     1,390,000,000   

Total Market Portfolio

     20,000,000   

U.S. Emerging Growth Portfolio

     55,000,000   

Unclassified

     15,000,000   
  

 

 

 

Total

     3,500,000,000   

 

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IN WITNESS WHEREOF, Glenmede Fund, has caused these Articles Supplementary to be signed in its name and on its behalf as of this 5th day of June, 2013.

 

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

 

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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 for perjury.

 

/s/ Mary Ann B. Wirts

Mary Ann B. Wirts

President

 

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