(g)(8)
Form of
SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
SECOND AMENDMENT made as of this ___ day of __________, 2006 to the
TRANSFER AGENCY AND SERVICE AGREEMENT, dated September 1, 2001, as amended from
time to time (the "Agreement") between THE GLENMEDE FUND, INC., a corporation
organized under the laws of the state of Maryland (the "Fund"), and INVESTORS
BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund and Bank have entered into the Agreement;
WHEREAS, the Fund and the Bank desire to amend the Agreement;
NOW, THEREFORE, the Fund and the Bank agree to amend the Agreement as
follows:
1. Definitions. All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Agreement.
2. Additional Funds. Appendix A to the Agreement shall be amended by
deleting such Appendix A in its entirety and inserting in lieu thereof Appendix
A as attached hereto.
3. Miscellaneous.
(a) Except as amended hereby, the Agreement shall remain in full force and
effect.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and the year first above written.
THE GLENMEDE FUND, INC.
By: ______________
Name: _____________
Title: ______________
INVESTORS BANK & TRUST COMPANY
By: ______________
Name: _____________
Title:________________
APPENDIX A
Series of The Glenmede Fund, Inc.
Absolute Return Portfolio
Core Fixed Income Portfolio
Government Cash Portfolio
International Portfolio
Large Cap 100 Portfolio
Large Cap Growth Portfolio
Large Cap Value Portfolio
Philadelphia International Fund
Small Cap Equity Portfolio
Strategic Equity Portfolio
Tax-Exempt Cash Portfolio
Total Market Long/Short Portfolio
U.S. Emerging Growth Portfolio
