EXHIBIT 99.(h)(3)
THE GLENMEDE PORTFOLIOS
AMENDED AND RESTATED
SHAREHOLDER SERVICING PLAN
Section 1. Each of the proper officers of The Glenmede Portfolios (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 Trustees
("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 of 0.05% 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 Trustees, and the Trustees 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 January 1, 2004 and unless
sooner terminated, this Plan shall continue in effect until October 31, 2004 and
thereafter for successive annual periods, provided that such continuance is
specifically approved by a majority of the Board of Trustees, including a
majority of the Trustees 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 Trustees") 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 Trustees, 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 Trustees.
Section 7. While this Plan is in effect, the selection and nomination of
those Trustees 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 Trustees.
Section 8. The Company will preserve copies of this Plan, Agreements, and
any written reports regarding this Plan presented to the Board of Trustees for a
period of not less than six years.
Dated: December 10, 2003
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EXHIBIT I
THE GLENMEDE PORTFOLIOS
PORTFOLIO FEE
--------- ---
(as a percentage of
average daily net
assets)
Muni Intermediate Portfolio .15%
New Jersey Muni Portfolio .15%
APPENDIX A
THE GLENMEDE PORTFOLIOS
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
Portfolios (the "Company").
The terms and conditions of this Agreement are as follows:
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,
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(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
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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.
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
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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 Trustees 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, 2004 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 Trustees 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 Trustees and (ii) those Trustees 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 Trustees").
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
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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.
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 Investor Bank and Trust Company, ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; fax number
(▇▇▇▇) ▇▇▇-▇▇▇▇.
Very truly yours,
The Glenmede Portfolios
Date: January 1, 2004 By:/s/ ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
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Title: President
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Accepted and Agreed to:
Servicing Agent
The Glenmede Trust Company, N./A
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(Firm Name)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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(Address)
Philadelphia, PA 19103
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(City) (State)
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
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Attention: ▇▇▇ ▇▇▇▇▇▇▇
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Date: January 1, 2004 By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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EXHIBIT I
THE GLENMEDE PORTFOLIOS
PORTFOLIO FEE
--------- ---
(as a percentage of
average daily net
assets)
Muni Intermediate Portfolio .15%
New Jersey Muni Portfolio .15%
7