THE GLENMEDE FUND, INC. AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN
(h)(4)
THE
GLENMEDE FUND, INC.
AMENDED
AND RESTATED
Section
1.
Each of
the proper officers of The Glenmede Fund, Inc. (the "Company") is authorized
to
execute and deliver, in the name and on behalf of the Company, written
agreements based substantially on the form attached hereto as Appendix A or
any
other form duly-approved by the Company's Board of Directors ("Agreements")
with
broker/dealers, banks and other financial institutions that are dealers of
record or holders of record or which have a servicing relationship ("Servicing
Agents") with the beneficial owners of shares in any of the Company's series
listed on Exhibit I hereto (the "Portfolios"). Pursuant to such Agreements,
Servicing Agents shall provide shareholder support services as set forth therein
to their clients who beneficially own shares of the Portfolios in consideration
of a fee, computed monthly in the manner set forth in the applicable Portfolio's
then current prospectus, at an annual rate specified on Exhibit I hereto as
a
percentage of the average daily net asset value of the shares beneficially
owned
by or attributable to such clients. Affiliates of the Company's distributor,
administrator and adviser are eligible to become Servicing Agents and to receive
fees under this Plan. All expenses incurred by the Portfolios in connection
with
the Agreements and the implementation of this Plan shall be borne entirely
by
the holders of the shares of the particular Portfolio involved. If more than
one
Portfolio is involved and expenses are not directly attributable to shares
of a
particular Portfolio, then the expenses may be allocated between or among the
shares of the Portfolios in a manner determined by the Board.
Section
2.
The
Company's administrator shall monitor the arrangements pertaining to the
Company's Agreements with Servicing Agents. The Company's administrator shall
not, however, be obligated by this Plan to recommend, and the Company shall
not
be obligated to execute, any Agreement with any qualifying Servicing
Agents.
Section
3.
So long
as this Plan is in effect, the Company's administrator shall provide to the
Company's Board of Directors, and the Directors shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such expenditures were made.
Section
4.
This
Plan shall become effective on September 11, 2006 and unless sooner terminated,
this Plan shall continue in effect until October 31, 2007 and thereafter for
successive annual periods, provided that such continuance is specifically
approved by a majority of the Board of Directors, including a majority of the
Directors who are not “interested persons”, as defined in the Investment Company
Act of 1940, of the Company and have no direct or indirect financial interest
in
the operation of this Plan or in any Agreement related to this Plan (the
"Disinterested Directors") pursuant to a vote cast in person at a meeting called
for the purpose of voting on this Plan.
Section
5.
This
Plan may be amended at any time with respect to any Portfolio by the Company's
Board of Directors, provided that any material amendment of the terms of this
Plan (including a material increase of the fee payable hereunder) shall become
effective only upon the approvals set forth in Section 4.
Section
6.
This
Plan is terminable at any time with respect to any Portfolio by vote of a
majority of the Disinterested Directors.
Section
7.
While
this Plan is in effect, the selection and nomination of those Directors who
are
not "interested persons (as defined in the Investment Company Act of 1940)
of
the Company shall be committed to the discretion of such non-interested
Directors.
Section
8.
The
Company will preserve copies of this Plan, Agreements, and any written reports
regarding this Plan presented to the Board of Directors for a period of not
less
than six years.
Dated:
December 10, 2003
As
Revised: September 11, 2006
EXHIBIT
I
THE
GLENMEDE FUND, INC.
|
Portfolio
|
Fee
(as
a percentage of
average
daily net assets)
|
|
|
|
|
Absolute
Return Portfolio
|
.20%
|
|
Core
Fixed Income Portfolio
|
.10%
|
|
Government
Cash Portfolio
|
.10%
|
|
International
Portfolio
|
.25%
|
|
Large
Cap 100 Portfolio
|
.20%
|
|
Large
Cap Growth Portfolio
|
.20%
|
|
Large
Cap Value Portfolio
|
.20%
|
|
Small
Cap Equity Portfolio:
|
|
|
Advisor
Shares
|
.25%
|
|
Institutional
Shares
|
.05%
|
|
Strategic
Equity Portfolio
|
.20%
|
|
Tax-Exempt
Cash Portfolio
|
.10%
|
|
Total
Market Long/Short Portfolio
|
.20%
|
|
U.S.
Emerging Growth Portfolio
|
.25%
|
(h)(4)
THE
GLENMEDE FUND, INC.
AMENDED
AND RESTATED
SHAREHOLDER
SERVICING AGREEMENT
Ladies
and Gentlemen:
We
wish
to enter into this Shareholder Servicing Agreement (“Agreement”) with you
concerning the provision of administrative support services to your clients
(“Customers”) who may from time to time beneficially own shares in one or more
series listed on Exhibit I hereto (the “Portfolios”) of The Glenmede Fund, Inc.
(the “Company”).
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The
terms and conditions of this Agreement are as
follows:
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Section
1.
You
agree to provide the following administrative support services to your Customers
who may from time to time beneficially own shares of one or more
Portfolios:1
(i)
aggregating and processing purchase and redemption requests from Customers
and
transmitting promptly net purchase and redemption orders to our distributor
or
transfer agent; (ii) providing Customers with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(iii) processing dividend and distribution payments from the Company on behalf
of Customers; (iv) providing information periodically to Customers showing
their
positions; (v) arranging for bank wires; (vi) responding to Customers' inquiries
concerning their investment; (vii) providing subaccounting with respect to
shares beneficially owned by Customers or the information necessary for
subaccounting; (viii) if required by law, forwarding shareholder communications
from us (such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Customers; and (ix)
providing such other similar services as we may reasonably request to the extent
you are permitted to do so under applicable statutes, rules or regulations.
All
services rendered hereunder by you shall be performed in a professional,
competent and timely manner.
Section
2.
You will
perform only those activities which are consistent with statutes and regulations
applicable to you. You will act solely as agent or, upon the order of, and
for
the account of, your Customers.
Section
3.
You will
provide such office space and equipment, telephone facilities and personnel
(which may be any part of the space, equipment and facilities currently used
in
your business, or any personnel employed by you) as may be reasonably necessary
or beneficial in order to provide the administrative support services
contemplated hereby.
_________________________
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1
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Services
may be modified or omitted in the particular case and items
relettered or
renumbered.
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Section
4.
Neither
you nor any of your officers, employees or agents are authorized to make any
representations concerning us or the shares except those contained in our then
current prospectuses and statements of additional information, as amended or
supplemented from time to time, copies of which will be supplied by us to you,
or in such supplemental literature or advertising as may be authorized by our
distributor or us in writing.
Section
5.
For all
purposes of this Agreement you will be deemed to be an independent contractor,
and will have no authority to act as agent for us in any matter or in any
respect. By your written acceptance of this Agreement, you agree to and do
release, indemnify and hold us harmless from and against any and all direct
or
indirect liabilities or losses resulting from requests, directions, actions
or
inactions of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of shares (or orders relating to the same) by or on behalf of Customers. You
and
your employees will, upon request, be available during normal business hours
to
consult with us or our designees concerning the performance of your
responsibilities under this Agreement.
Section
6.
In
consideration of the services and facilities provided by you hereunder, we
will
pay to you, and you will accept as full payment therefor, a fee as described
in
Exhibit I hereto, as amended from time to time. The fee rate payable to you
may
be prospectively increased or decreased by us, in our sole discretion, at any
time upon notice to you. Further, we may, in our discretion and without notice,
suspend or withdraw the sale of shares of any and all Portfolios, including
the
sale of shares to you for the account of any Customer or Customers. Compensation
payable under this Agreement may be subject to, among other things, the National
Association of Securities Dealers, Inc. (“NASD”) Rules of Fair Practice
governing receipt by NASD members of shareholder servicing plan fees from
registered investment companies (the “NASD Servicing Plan Rule”), which became
effective on July 7, 1993. Such compensation shall only be paid if permissible
under the NASD Servicing Plan Rule and shall not be payable for services that
are deemed to be distribution-related services.
Section
7.
You will
furnish us or our designees with such information as we or they may reasonably
request (including, without limitation, periodic certifications confirming
the
provision to Customers of the services described herein), and will otherwise
cooperate with us and our designees (including, without limitation, any auditors
or legal counsel designated by us), in connection with the preparation of
reports to our Board of Directors concerning this Agreement and the monies
paid
or payable by us pursuant hereto, as well as any other reports or filings that
may be required by law.
Section
8.
We may
enter into other similar Agreements with any other person or persons without
your consent.
Section
9.
By your
written acceptance of this Agreement, you represent, warrant and agree that:
(i)
in no event will any of the services provided by you hereunder be primarily
intended to result in the sale of any shares issued by us; and (ii) the
compensation payable to you hereunder, together with any other compensation
you
receive in connection with the investment of your Customers' assets in shares
of
the Portfolios, will be disclosed by you to your Customers to the extent
required by applicable laws or regulations, will be authorized by your Customers
and will not result in an excessive or unreasonable fee to you.
Section
10.
This
Agreement will become effective on the date a fully executed copy of this
Agreement is received by us or our designee. Unless sooner terminated, this
Agreement will continue until October 31, 2007 and thereafter will continue
automatically for successive annual periods provided such continuance is
specifically approved at least annually by us in the manner described in Section
11. This Agreement is terminable with respect to shares of any Portfolio,
without penalty, at any time by us (which termination may be by a vote of a
majority of our Disinterested Directors as defined below) or by you upon written
notice to the other party hereto.
Section
11.
This
Agreement has been approved by vote of a majority of (1) our Board of Directors
and (ii) those Directors who are not “interested persons” (as defined in the
Investment Company Act of 1940) of us and have no direct or indirect financial
interest in the operation of the Shareholder Servicing Plan adopted by us
regarding the provision of support services to the beneficial owners of shares
of the Portfolios or in any agreement related thereto cast in person at a
meeting called for the purpose of voting on such approval (“Disinterested
Directors”).
Section
12.
All
notices and other communications to either you or us will be duly given if
mailed, telegraphed, telexed or transmitted by similar telecommunications device
to the appropriate address or number stated herein (with a confirming copy
by
mail), or to such other address as either party shall so provide in writing
to
the other.
Section
13.
This
Agreement will be construed in accordance with the internal laws of The
Commonwealth of Pennsylvania without giving effect to principles of conflict
of
laws, and is nonassignable by the parties hereto.
[Remainder
of Page Intentionally Left Blank]
If
you
agree to be legally bound by the provisions of this Agreement, please sign
a
copy of this letter where indicated below and promptly return it to us, at
the
following address: c/o Investors Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; fax number (▇▇▇) ▇▇▇-▇▇▇▇.
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Very
truly yours,
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THE
GLENMEDE FUND, INC.
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Date:
September 26, 2006
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By: /s/
▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇
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Title:
President
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Accepted
and Agreed to:
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Servicing
Agent
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The
Glenmede Trust Company, N.A.
|
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(Firm
Name)
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▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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(Address)
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Philadelphia,
PA 19103
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(City) (State)
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Fax
#: ▇▇▇-▇▇▇-▇▇▇▇
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Attention:
▇▇▇ ▇▇▇▇▇▇▇
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Date:
September 26, 2006
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By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title:
Sr. V.P.
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EXHIBIT
I
THE
GLENMEDE FUND, INC.
|
Portfolio
|
Fee
(as
a percentage of
average
daily net assets)
|
|
|
|
|
Absolute
Return Portfolio
|
.20%
|
|
Core
Fixed Income Portfolio
|
.10%
|
|
Government
Cash Portfolio
|
.10%
|
|
International
Portfolio
|
.25%
|
|
Large
Cap 100 Portfolio
|
.20%
|
|
Large
Cap Growth Portfolio
|
.20%
|
|
Large
Cap Value Portfolio
|
.20%
|
|
Small
Cap Equity Portfolio:
|
|
|
Advisor
Shares
|
.25%
|
|
Institutional
Shares
|
.05%
|
|
Strategic
Equity Portfolio
|
.20%
|
|
Tax-Exempt
Cash Portfolio
|
.10%
|
|
Total
Market Long/Short Portfolio
|
.20%
|
|
U.S.
Emerging Growth Portfolio
|
.25%
|