Exhibit (e)(2)
Form of DISTRIBUTION AGREEMENT
This Agreement made as of the 1st day of October 1, 2001 by
and between The Glenmede Fund, Inc., a Maryland corporation (the "Fund") and
QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the
"Distributor").
WlTNESSETH:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940
Act"); and it is in the interest of the Fund to offer its shares for sale
continuously;
WHEREAS, the Fund offers Shares in one or more series as
listed in Appendix A hereto (each such series, together with all other
series subsequently established by the Fund and made subject to this
Agreement in accordance with Section 19, being herein referred to as a
"Series," and collectively as the "Series") and the Fund offers shares of
one or more classes of each Series as listed in Appendix A hereto (each
such class together with all other classes subsequently established by
the Fund in a Series being herein referred to as a "Class," and
collectively as the "Classes");
WHEREAS, the Distributor is registered as a broker-dealer
under the Securities Exchange Act of 1934 (the "1934 Act") and is a
member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"); and
WHEREAS, the Fund and the Distributor wish to enter into an
agreement with each other with respect to the continuous offering of the
shares of each Series and Class (collectively referred to herein as the
"Shares") of the Fund;
NOW, THEREFORE, the parties agree as follows:
1. Appointment of Distributor. The Fund hereby appoints the
Distributor as exclusive agent to sell and to arrange for the sale of the
Shares, on the terms and for the period set forth in this Agreement, and
the Distributor hereby accepts such appointment and agrees to act
hereunder directly and/or through the Fund's transfer agent in the manner
set forth in the Prospectuses (as defined below). The Fund reserves the
right to sell Shares directly to investors through subscriptions received
by the Fund. In addition, the rights given under this Agreement to the
Distributor shall not apply to Shares issued in connection with the
merger, consolidation or reorganization of any other investment company
with a Series; a Series' acquisition by purchase or otherwise of all or
substantially all of the assets or stock of any other investment company;
or the reinvestment in Shares by a Series' shareholders of dividends or
other distributions or any other offering by the Fund of securities to
its shareholders. In return for the services to be performed by the
Distributor hereunder, the Distributor shall be paid in the manner agreed
to by the parties hereto. It is understood and agreed that the services
of the Distributor hereunder are not exclusive, and the Distributor may
act as principal underwriter for the shares of any other registered
investment company.
2. Services and Duties of the Distributor.
(a) The Distributor agrees to use reasonable efforts
to sell the Shares as shall then be effectively registered under the
Securities Act of 1933 (the "1933 Act"), as agent for the Fund, from time
to time during the term of this Agreement upon the terms and conditions
contained herein and described in the then current Prospectus relating to
the Shares. As used in this Agreement, the term "Prospectus" shall mean a
prospectus and statement of additional information included as
part of the Fund's Registration Statement, as such prospectus and
statement of additional information may be amended or supplemented from
time to time, and the term "Registration Statement" shall mean the
Registration Statement filed from time to time by the Fund with the
Securities and Exchange Commission ("SEC") and currently effective under
the 1933 Act and the 1940 Act, as such Registration Statement is amended
by any amendments thereto at the time in effect. The Distributor shall
not be obligated to sell any certain number of Shares. The Fund reserves
the right to suspend the offering of shares of any or all of its Series
or of any Class thereof at any time in the absolute discretion of the
Board, and upon notice of such suspension the Distributor shall cease to
offer shares of the Funds or Classes thereof specified in the notice.
(b) Upon commencement of operations of any Shares,
the Distributor will hold itself available to receive orders,
satisfactory to the Distributor, for the purchase of the Shares and will
accept such orders and will transmit such orders and funds received by it
in payment for such Shares as are so accepted to the Fund's transfer
agent or custodian, as appropriate, as promptly as practicable. Purchase
orders shall be deemed accepted and shall be effective at the time and in
the manner set forth in the Shares' Prospectuses. The Distributor shall
not make any short sales of Shares.
(c) The offering price of the Shares shall be the net
asset value per share of the Shares, plus the sales charge, if any,
(determined as set forth in the Prospectuses). The Fund shall furnish the
Distributor, with all possible promptness, an advice of each computation
of net asset value and offering price.
(d) The Distributor shall have the right, with prior
written agreement of the Fund, to enter into selected dealer agreements
with securities dealers of its choice ("selected dealers") for the sale
of Shares. Shares sold to selected dealers shall be for resale by such
dealers only at the offering price of the Shares as set forth in the
Prospectuses. The Distributor shall offer and sell Shares only to such
selected dealers as are members in good standing of the NASD, unless such
dealers are not eligible for membership in the NASD.
3. Representations and Warranties of the Distributor.
(a) The Distributor is a corporation duly organized,
validly existing and in good standing under the laws of the state of
Delaware and has full power and authority, corporate and otherwise, to
consummate the transactions contemplated by this Agreement. The
Distributor is duly qualified to carry out its business, and is in good
standing, in any state where such qualification is required for the
Distributor to carry out its duties under this Agreement.
(b) Neither the execution and delivery of this
Agreement nor the performance of the obligations contemplated hereby will
violate any provision of the Certificate of Incorporation or By-Laws of
the Distributor or any applicable laws.
(c) The Distributor is registered as a broker-dealer
under the 1934 Act and is a member in good standing of the NASD, the
Distributor will abide by the rules and regulations of the NASD and will
notify the Fund if its membership in the NASD is terminated or suspended.
4. Duties of the Fund.
(a) Maintenance of Federal Registration. The Fund
shall, at its expense, take, from time to time, all necessary action and
such steps, including payment of the related filing fees, as may
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be necessary to register and, unless the Fund gives the Distributor
notice to the contrary, maintain registration of a sufficient number of
Shares under the 0000 Xxx. The Fund agrees to file from time to time such
amendments, reports and other documents as may be necessary in order that
there may be no untrue statement of a material fact in a Registration
Statement or Prospectus, or necessary in order that there may be no
omission to state a material fact in the Registration Statement or
Prospectus which omission would make the statements therein misleading.
(b) Maintenance of "Blue Sky" Qualifications. The
Fund shall, at its expense, use its best efforts to qualify and maintain
the qualification of an appropriate number of Shares for sale under the
securities laws of such states as the Distributor and the Fund may
approve, and, if necessary or appropriate in connection therewith, to
qualify and maintain the qualification of the Fund or the series as a
broker or dealer in such states; provided that the Fund shall not be
required to amend its Articles of Incorporation or By-Laws to comply with
the laws of any state, to maintain an office in any state, to change the
terms of the offering of the Shares in any state from the terms set forth
in the Prospectuses, to qualify as a foreign Fund in any state or to
consent to service of process in any state other than with respect to
claims arising out of the offering and sale of the Shares. Any
registration or qualification may be withheld, terminated or withdrawn by
the Fund at any time in its discretion. The Distributor shall furnish
such information and other material relating to its affairs and
activities as may be reasonably required by the Fund or its Shares in
connection with such registration or qualification.
(c) Copies of Reports and Prospectuses. The Fund
shall, at its expense, keep the Distributor fully informed with regard to
its affairs and in connection therewith shall furnish to the Distributor
copies of all information, financial statements and other papers which
the Distributor may reasonably request for use in connection with the
distribution of Shares, including such reasonable number of copies of
Prospectuses and annual and interim reports as the Distributor may
request and shall cooperate fully in the efforts of the Distributor to
sell and arrange for the sale of the Shares and in the performance of the
Distributor under this Agreement.
5. Expenses. Expenses connected with the Fund shall be
allocable between the Fund and the Distributor as follows:
(a) The Distributor shall furnish, at its expense and
without cost to the Fund, the services of personnel to the extent that
such services are required to carry out its obligations under this
Agreement.
(b) The Fund assumes and shall pay or cause to be
paid all other expenses of the Fund, including, without limitation: the
fees of the Fund's investment adviser; the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the
safekeeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the
Fund; the fees of any Fund administrator; brokers' commissions chargeable
to the Fund in connection with portfolio securities transactions to which
the Fund is a party; any fee paid pursuant to any distribution plan, if
and when adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act;
all taxes, including securities issuance and initial transfer taxes, and
corporate fees payable by the Fund to federal, state or other
governmental agencies; all costs and expenses in connection with the
organization of the Fund and the Shares and the registration of the
Shares with the SEC and under state securities laws and in connection
with maintenance of registration of the Fund and the Shares with the SEC
and various states and other jurisdictions (including filing fees and
legal fees and disbursements of counsel); the expenses of printing,
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including printing setup charges, and distributing Prospectuses of the
Fund and supplements thereto to the Fund's shareholders; all expenses of
shareholders' and Directors' meetings and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
expenses of Directors who are not interested persons (as such term is
defined in the 0000 Xxx) of the Fund ("Non-Interested Directors") or
members of any advisory board or committee established by the
Non-Interested Directors; all expenses incident to the payment of any
dividend, distribution, withdrawal or redemption, whether in Shares or in
cash; charges and expenses of any outside service used for pricing of the
Fund's Shares; charges and expenses of legal counsel to the Fund and to
the Non-Interested Directors, and of independent accountants to the Fund,
in connection with any matter relating to the Fund; membership dues paid
by the Fund to industry associations; interest payable on Fund
borrowings; postage; insurance premiums on property or personnel
(including officers and directors) of the Fund which inure to its
benefit; extraordinary expenses of the Fund (including, but not limited
to, legal claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and costs of the
Fund's operation unless otherwise.
(c) Except as specified in Section 5(b), the
Distributor shall be entitled to no compensation by the Fund or
reimbursement of expenses from the Fund for the services provided by the
Distributor pursuant to this Agreement.
6. Conformity with Applicable Law and Rules. The Distributor
agrees that in selling Shares hereunder it shall conform in all respects
with the laws of the United States and of any state in which Shares may
be offered, and with applicable rules and regulations of the NASD.
7. Independent Contractor. In performing its duties hereunder,
the Distributor shall be an independent contractor and neither the
Distributor, nor any of its officers, directors, employees, or
representatives is or shall be an employee of the Fund in the performance
of the Distributor's duties hereunder. The Distributor shall be
responsible for its own conduct and the employment, control, and conduct
of its agents and employees and for injury to such agents or employees or
to others through its agents or employees. The Distributor assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employee taxes thereunder.
8. Indemnification.
(a) Indemnification of Fund. The Distributor agrees
to indemnify and hold harmless the Fund and each of its present or former
Directors, officers, employees, representatives and each person, if any,
who controls or previously controlled the Fund within the meaning of
Section 15 of the 1933 Act against any and all losses, liabilities,
damages, claims or expenses (including the reasonable costs of
investigating or defending any alleged loss, liability, damage, claims or
expense and reasonable legal counsel fees incurred in connection
therewith) to which the Fund or any such person may become subject under
the 1933 Act, under any other statute, at common law, or otherwise,
arising out of the acquisition of any Shares by any person which (i) may
be based upon any wrongful act by the Distributor or any of the
Distributor's directors, officers, employees or representatives
(including, without limiting the foregoing, any wrongful or unauthorized
sales activities of the Distributor or any of its registered
representatives, as defined under the By-Laws of the NASD, including any
failure to conform with any requirement of any state or federal law
relating to the sale of Shares), or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement, Prospectus, shareholder report or other
information covering Shares filed or made public by the Fund or any
amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a
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material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made
in reliance upon and in conformity with information furnished to the Fund
by the Distributor. The Distributor shall also indemnify and hold
harmless the Fund, its officers and directors and control persons from
any liability to the Fund or to the holders of Shares by reason of the
Distributor's willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement. In no case (i) is the
Distributor's indemnity in favor of the Fund, or any person indemnified
to be deemed to protect the Fund or such indemnified person against any
liability to which the Fund or such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of the Fund's or such person's duties or by reason of
reckless disregard of the Fund's or such person's obligations and duties
under this Agreement or (ii) is the Distributor to be liable under its
indemnity agreement contained in this Paragraph with respect to any claim
made against the Fund or any person indemnified unless the Fund or such
person, as the case may be, shall have notified the Distributor in
writing of the claim within a reasonable time after the summons or other
first written notification giving information of the nature of the claim
shall have been served upon the Fund or upon such person (or after the
Fund or such person shall have received notice of such service on any
designated agent). However, failure to notify the Distributor of any such
claim shall not relieve the Distributor from any liability which the
Distributor may have to the Fund or any person against whom such action
is brought otherwise than on account of the Distributor's indemnity
agreement contained in this Paragraph.
The Distributor shall be entitled to participate, at
its own expense, in the defense, or, if the Distributor so elects, to
assume the defense of any suit brought to enforce any such claim, but, if
the Distributor elects to assume the defense, such defense shall be
conducted by legal counsel chosen by the Distributor and satisfactory to
the Fund, and to the persons indemnified as defendant or defendants, in
the suit. In the event that the Distributor elects to assume the defense
of any such suit and retain such legal counsel, the Fund, and the persons
indemnified as defendant or defendants in the suit, shall bear the fees
and expenses of any additional legal counsel retained by them. If the
Distributor does not elect to assume the defense of any such suit, the
Distributor will reimburse the Fund and the persons indemnified as
defendant or defendants in such suit for the reasonable fees and expenses
of any legal counsel retained by them and will provide advances for
payment of the reasonable expenses incurred by them in connection with
the matters as to which it or they are seeking indemnification in the
matter and to the fullest extent permissible by law. The Distributor
agrees to promptly notify the Fund of the commencement of any litigation
of proceedings against it or any of its officers, employees or
representatives in connection with the issue or sale of any Shares.
(b) Indemnification of the Distributor. The Fund
agrees to indemnify and hold harmless the Distributor and each of its
present or former directors, officers, employees, representatives and
each person, if any, who controls or previously controlled the
Distributor within the meaning of Section 15 of the 1933 Act against any
and all losses, liabilities, damages, claims or expenses (including the
reasonable costs of investigating or defending any alleged loss,
liability, damage, claim or expense and reasonable legal counsel fees
incurred in connection therewith) to which the Distributor or any such
person may become subject under the 1933 Act, under any other statute, at
common law, or otherwise, arising out of the acquisition of any Shares by
any person which (i) may be based upon any wrongful act by the Fund or
any of the Fund's Directors, officers, employees or representatives
(including, without limiting the foregoing, any wrongful or unauthorized
sales activities of the Fund, except unauthorized sales activities
performed by the Distributor, as defined under the By-Laws of the NASD,
including any failure to conform with any requirement of any state or
federal law relating to the sale of Shares), or (ii) may be based upon
any
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untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, Prospectus, shareholder report or
other information covering Shares filed or made public by the Fund or any
amendment thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading unless such
statement or omission was made in reliance upon and in conformity with
information furnished to the Fund by the Distributor. The Fund shall also
indemnify and hold harmless the Distributor, its officers and directors
and control persons from any liability to the Fund or to the holders of
Shares by reason of the Fund's willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. In no case
(i) is the Fund's indemnity in favor of the Distributor, or any person
indemnified to be deemed to protect the Distributor or such indemnified
person against any liability to which the Distributor or such person
would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of the Distributor's or such
person's duties or by reason of reckless disregard of the Distributor's
or such person's obligations and duties under this Agreement or (ii) is
the Fund to be liable under their indemnity agreement contained in this
Paragraph with respect to any claim made against Distributor, or person
indemnified unless the Distributor, or such person, as the case may be,
shall have notified the Fund in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or upon such person (or after the Distributor or such person
shall have received notice of such service on any designated agent).
However, failure to notify the Fund of any such claim shall not relieve
the Fund from any liability which the Fund may have to the Distributor or
any person against whom such action is brought otherwise than on account
of the Fund's indemnity agreement contained in this Paragraph.
The Fund shall be entitled to participate, at its own
expense, in the defense, or, if the Fund so elects, to assume the defense
of any suit brought to enforce any such claim, but, if the Fund elects to
assume the defense, such defense shall be conducted by legal counsel
chosen by the Fund and satisfactory to the Distributor, and to the
persons indemnified as defendant or defendants, in the suit. In the event
that the Fund elects to assume the defense of any such suit and retain
such legal counsel, the Distributor, the persons indemnified as defendant
or defendants in the suit, shall bear the fees and expenses of any
additional legal counsel retained by them. If the Fund does not elect to
assume the defense of any such suit, the Fund will reimburse the
Distributor and the persons indemnified as defendant or defendants in
such suit for the reasonable fees and expenses of any legal counsel
retained by them and will provide advances for payment of the reasonable
expenses incurred by them in connection with the matters as to which it
or they are seeking indemnification in the matter and to the fullest
extent permissible by law. The Fund agrees to promptly notify the
Distributor of the commencement of any litigation or proceedings against
it or any of its Directors, officers, employees or representatives in
connection with the issue or sale of any Shares.
9. Authorized Representations. The Distributor is not
authorized by the Fund to give on behalf of the Fund any information or
to make any representations in connection with the sale of Shares other
than the information and representations contained in a Registration
Statement or Prospectus filed with the SEC under the 1933 Act and/or the
1940 Act, covering Shares, as such Registration Statement and Prospectus
may be amended or supplemented from time to time, or contained in
shareholder reports or other written material that may be prepared by or
on behalf of the Fund for the Distributor's use. No person other than the
Distributor is authorized to act as principal underwriter (as such term
is defined in the 0000 Xxx) for the Fund.
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10. Term of Agreement. The term of this Agreement shall begin
on the date first above written, and unless sooner terminated as
hereinafter provided, this Agreement shall remain in effect until October
31, 2002. Thereafter, this Agreement shall continue in effect from year
to year, subject to the termination provisions and all other terms and
conditions thereof, so long as such continuation shall be specifically
approved at least annually by (i) the Board of Directors of the Fund or
by vote of a majority of the outstanding voting securities of each Series
of the Fund and, (ii) by the vote, cast in person at a meeting called for
the purpose of voting on such approval, of a majority of the Directors of
the Fund who are not parties to this Agreement or interested persons of
any such party. The Distributor shall furnish to the Fund, promptly upon
its request, such information as may reasonably be necessary to evaluate
the terms of this Agreement or any extension, renewal or amendment
hereof.
11. Amendment or Assignment of Agreement. This Agreement may
not be amended or assigned except as permitted by the 1940 Act, and this
Agreement shall automatically and immediately terminate in the event of
its assignment.
12. Termination of Agreement. This Agreement may be terminated
by either party, without the payment of any penalty, upon 60 days' notice
in writing to the other party.
13. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delineate any
of the provisions hereof or otherwise affect their construction or
effect.
This Agreement may be executed simultaneously 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.
Notwithstanding any other provision of this Agreement, the
Distributor and the Fund agree that the assets and liabilities of each
Series are separate and distinct from the assets and liabilities of each
other Series and that no Series shall be liable or shall be charged for
any debt, obligation or liability of any other Series, whether arising
under this Agreement or otherwise.
Nothing herein contained shall be deemed to require the Fund
to take any action contrary to its Articles of Incorporation or By-Laws,
or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of
Directors of the Fund of responsibility for and control of the conduct of
the affairs of the Fund.
14. Definition of Terms. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision of the 1940 Act and to interpretation
thereof, if any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the
terms "vote of a majority of the outstanding voting securities",
"interested persons," "assignment," and "affiliated person," as used in
Paragraphs 10, 11 and 12 hereof, shall have the meanings assigned to them
by Section 2(a) of the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement
is relaxed by a rule, regulation or order of the SEC, whether of special
or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
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15. Compliance with Securities Laws. The Fund represents that
it is registered as an open-end management investment company under the
1940 Act, and agrees that it will materially comply with all the
provisions of the 1940 Act and of the rules and regulations thereunder.
The Fund and the Distributor each agree to comply with all of the
applicable terms and provisions of the 1940 Act, the 1933 Act and,
subject to the provisions of Section 4(d), all applicable "Blue Sky"
laws. The Distributor agrees to comply with all of the applicable terms
and provisions of the 1934 Act.
16. Confidentiality. The Distributor agrees on behalf of
itself and its directors, officers and employees to treat confidentially
and as proprietary information of the Fund all records and other
information relative to the Fund and its prior, present or potential
shareholders, including any Non-public Personal Information, as defined
under Section 248.3(t) of Regulation S-P ("Regulation S-P") promulgated
under the Xxxxx-Xxxxx-Xxxxxx Act (the "Act") and not to use such records
and information for any purpose other than performance of its
responsibilities hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld when requested to divulge such information by duly constituted
authorities and may not be withheld when the Distributor would be exposed
to civil or criminal contempt proceedings for failure to comply, and the
Distributor shall disclose all such records and information to the Fund's
investment adviser and other service providers upon request or as
otherwise permitted by Regulation S-P or the Act.
17. Notices. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, to the Distributor at 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000, Attention: President; or to the Fund, c/o The
Glenmede Trust Company at One Liberty Place, 0000 Xxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxxx, XX 00000, Attention: Xxxx Xxx X. Xxxxx, President.
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18. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York, without
regard to its conflict of laws provisions.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the date
first written above.
THE GLENMEDE FUND, INC.
By:____________________________________
Name:
Title:
QUASAR DISTRIBUTORS, LLC
By:____________________________________
Name:
Title:
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THE GLENMEDE FUND, INC.
DISTRIBUTION AGREEMENT
Appendix A
as of October 1, 2001
======================================================================================
Funds of The Glenmede Fund, Inc. Class
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Government Cash Portfolio Single class of shares
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Tax-Exempt Cash Portfolio Single class of shares
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Core Fixed Income Single class of shares
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Strategic Equity Portfolio Single class of shares
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Institutional International Portfolio Single class of shares
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International Portfolio Single class of shares
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Small Capitalization Value Portfolio Institutional Shares
Advisor Shares
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Large Cap Value Portfolio Single class of shares
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Small Capitalization Growth Portfolio Single class of shares
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Core Value Portfolio Single class of shares
======================================================================================
The Glenmede Fund, Inc. Quasar Distributors, LLC
By: _______________________ By: __________________________
Name: Name:
Title: Title:
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