EX-99.(A)(44) 2 d914839dex99a44.htm ARTICLES SUPPLEMENTARY Articles Supplementary

Exhibit (a)(44)

THE GLENMEDE FUND, INC.

ARTICLES SUPPLEMENTARY

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

1. Two Hundred Ninety Five Million (295,000,000) of the Company’s authorized but unissued and unclassified shares are hereby classified as follows:

 

Name of Class

   Shares Allocated
Large Cap Growth Portfolio-Institutional Shares    140,000,000
Large Cap Core Portfolio-Institutional Shares    155,000,000

2. All consideration received by the Company for the issue or sale of: (a) all shares of the Large Cap Growth Portfolio-Advisor Shares and of the Large Cap Growth Portfolio-Institutional Shares, irrespective of series/class designation (collectively, the “Large Cap Growth Portfolio”), and (b) all shares of the Large Cap Core Portfolio-Advisor Shares and of the Large Cap Core Portfolio-Institutional Shares, irrespective of series/class designation (collectively, the “Large Cap Core Portfolio”), (the Large Cap Growth Portfolio and the Large Cap Core Portfolio, each a “Share Group”), shall be invested and reinvested with the consideration received by the Company for the issue and sale of all other shares of that Share Group, together with all income, earnings, profits and proceeds thereof, including: (i) any proceeds derived from the sale, exchange or liquidation thereof, (ii) any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, and (iii) any general assets of the Company allocated to shares of that Share Group by the Board of Directors in accordance with the Charter and applicable provisions of law. Each share of that Share Group shall share on the basis of relative net asset values with such other shares of that Share Group in such consideration and other assets, income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any assets derived from any reinvestment of such proceeds in whatever form;


3. Each share of a Share Group shall be charged on the basis of relative net asset values with each other share now or hereafter designated as a share of said Share Group with the expenses and liabilities of the Company in respect of all shares of that Share Group and in respect of any general expenses and liabilities of the Company allocated by the Board of Directors to that Share Group, except that:

(a) shares of each class and/or series (each a “Class” irrespective of whether designated as such) of a Share Group shall bear the expenses and liabilities relating to any plans, agreements or arrangements entered into by or on behalf of the Company pursuant to which an organization or other person agrees to provide services with respect to such Class but not with respect to another Class of that Share Group (“Other Class”), as well as any other expenses and liabilities directly attributable to such Class which the Board of Directors determines should be borne solely by such Class; and

(b) shares of a Class of a Share Group shall not bear he expenses and liabilities relating to any plans, agreements or arrangements entered into by or on behalf of the Company pursuant to which an organization or other person agrees to provide services with respect to an Other Class, but not with respect to such Class of that Share Group as well as any other expenses and liabilities directly attributable to shares of that Share Group which the Board of Directors determines should be borne solely by such Other Class;

4. Pursuant to Article Fifth of the Charter and except as otherwise provided in these terms of the Large Cap Growth Portfolio and Large Cap Core Portfolio, each share of a Share Group shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of Common Stock as set forth in the Charter and shall also have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as each other share now or hereafter designated as a share of that Share Group, except that: (i) on any matter that pertains to the plans, agreements, arrangements, expenses and liabilities described in clauses (a) and (b) of the paragraph above (or to any plan or other document adopted by the Company relating to said plans, agreements, arrangements, expenses and liabilities) or that otherwise only affects the particular Class and is submitted to a vote of shareholders of the Company, only shares of the Class affected shall be entitled to vote, except that: (x) if said matter affects shares of an Other Class, such other affected shares shall also be entitled to vote, and in such case the shares shall be voted in the aggregate together with such other affected shares and not by Class except where otherwise required by law or permitted by the Board of Directors; and (y) if said matter or any other matters submitted to a vote of shareholders does not affect shares of a Class, said shares shall not be entitled to vote (except where otherwise required by law or permitted by the Board of Directors) even though the matter is submitted to a vote of the holders of shares of Common Stock other than the shares of that Class; and

 

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SECOND: 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 stock which the Company is presently authorized to issue remains Six Billion (6,000,000,000) shares (of the par value of one-tenth of one cent ($.001) each) and of the aggregate par value of Six Million Dollars ($6,000,000) of Common Stock classified as follows:

 

Name of Class

   Number of Shares of
Common Stock Allocated
 

Core Fixed Income Portfolio

     160,000,000   

Government Cash Portfolio

     1,490,000,000   

International Portfolio

     120,000,000   

International Secured Options Portfolio

     120,000,000   

Large Cap Growth Portfolio –

  

Advisor Shares

     140,000,000   

Institutional Shares

     140,000,000   

Large Cap Core Portfolio –

  

Advisor Shares

     155,000,000   

Institutional Shares

     155,000,000   

Large Cap Value Portfolio

     175,000,000   

Long/Short Portfolio

     120,000,000   

Mid Cap Equity Portfolio –

  

Advisor Shares

     120,000,000   

Institutional Shares

     120,000,000   

Philadelphia International Emerging Markets Fund

  

Class I

     110,000,000   

Class IV

     120,000,000   

Philadelphia International Fund -

  

Institutional Shares

     130,000,000   

Philadelphia International Small Cap Fund

  

Class I

     110,000,000   

Class IV

     120,000,000   

Secured Options Portfolio

     160,000,000   

Small Cap Equity Portfolio –

  

Advisor Shares

     180,000,000   

Institutional Shares

     135,000,000   

Strategic Equity Portfolio

     150,000,000   

Tax-Exempt Cash Portfolio

     1,490,000,000   

Total Market Portfolio

     120,000,000   

U.S. Emerging Growth Portfolio

     140,000,000   

Unclassified

     20,000,000   
  

 

 

 

Total

  6,000,000,000   

 

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IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf as of this 21st day of April, 2015.

 

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

THE UNDERSIGNED, President of The Glenmede Fund, Inc. (the “Company”) who executed on behalf of said the Company the foregoing Articles Supplementary to the Company’s Articles of Amendment and Restatement (as amended and supplemented, the “Charter”), of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said the Company, the foregoing Articles Supplementary to the Charter to be the corporate act of the Company 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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