As
filed with the Securities and Exchange Commission on August 29, 2025
Registration
Nos. 33-22884
811-05577
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
N-1A
| |
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ |
| |
Pre-Effective Amendment
No. |
☐ |
| |
Post-Effective Amendment
No. 125 |
☒ |
and
| |
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ |
Amendment
No. 127
The
Glenmede Fund, Inc.
(Exact
Name of Registrant as Specified in Charter)
One
Congress Street, Suite 1
Boston,
MA 02114
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number:
1-800-442-8299
Joshua
M. Lindauer, Esq.
Secretary
Faegre
Drinker Biddle & Reath LLP
1177
Avenue of the Americas
41st
Floor New York, New York 10036
(Name
and Address of Agent for Service)
It is proposed
that this filing will become effective (check appropriate box)
| ☐ |
immediately upon filing pursuant
to paragraph (b) |
| ☒ |
on September 2, 2025 pursuant
to paragraph (b) |
| ☐ |
60 days after filing pursuant
to paragraph (a)(i) |
| ☐ |
on pursuant
to paragraph (a)(i) |
| ☐ |
75 days after filing pursuant
to paragraph (a)(ii) |
| ☐ |
on pursuant
to paragraph (a)(ii) of rule 485. |
If appropriate,
check the following box:
| ☐ |
this post-effective amendment designates
a new effective date for a previously filed post-effective amendment. |
THE
GLENMEDE FUND, INC.
Prospectus
September
2, 2025
Equity
Portfolios
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio)
Advisor
Shares – GWILX
Institutional
Shares – GWTLX
Investment
Advisor
Glenmede
Investment Management LP
The
Securities and Exchange Commission has not approved or disapproved the Portfolio’s securities or determined if this Prospectus is
accurate or complete. It is a criminal offense to state otherwise.
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio)
(Advisor
Shares)
Investment
Objective
Long-term
capital appreciation consistent with reasonable risk to principal.
Fees
and Expenses of the Portfolio
This
table describes the fees and expenses that you may pay if you buy, hold, and sell Advisor Shares of the Portfolio. You
may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the table and example below.
| | | | |
| Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
| | | |
| Management Fees | | | 0.55% |
| Other Expenses
(includes 0.20% shareholder servicing fees payable to Glenmede Trust) | | | 0.66% |
| Total Annual Portfolio Operating Expenses | | | 1.21% |
| Fee Waivers and Expense Reimbursements1 | | | 0.36% |
| Net Expenses | | | 0.85% |
| | | | |
Example
This
Example is intended to help you compare the cost of investing in the Portfolio’s Advisor Shares with the cost of investing in other
mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then hold or redeem all
of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s
operating expenses remain the same, taking into account the fee waiver in the first year of each period. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in
a taxable account. These costs, which are not reflected in annual portfolio operating expenses or in the Example, affect the Portfolio’s
performance. The Portfolio may actively trade portfolio securities to achieve its principal investment strategies. During the most recent
fiscal year, the Portfolio’s portfolio turnover rate was 80% of the average value of its portfolio.
Principal
Investment Strategies
Under
normal market circumstances, the Portfolio invests at least 80% of the value of its net assets (including borrowings for investment purposes)
in equity securities, such as common stocks and preferred stocks, of U.S. small and medium (“SMID”) cap companies that the
Advisor believes are undervalued. SMID cap companies include companies with the market capitalizations, at the time of purchase, that
are within the market capitalization range of the smallest stock in the Russell 2500 Index to the largest stock in the Russell Midcap
Index. That capitalization range was $7.8 million to $279.5 billion as of April 30, 2025.
The
Advisor uses a combination of quantitative and fundamental research to select securities. The Advisor uses a quantitative proprietary
multi-factor computer model which identifies a list of attractive securities having revenue and earnings growth potential with reasonable
valuations, then applies fundamental research to select which securities to buy and sell for this Portfolio. The Advisor considers material
environmental, social, and governance (ESG) criteria in the context of long-term investor decision making.
Principal
Investment Risks
All
investments carry a certain amount of risk and the Portfolio cannot guarantee that it will achieve its investment objective. In addition,
the strategies that the Advisor uses may fail to produce the intended result. Each risk summarized below is considered a “principal
risk” of investing in the Portfolio, regardless of the order in which it appears. Different risks may be more significant at different
times depending on market conditions and other factors. An investment in the Portfolio is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency. Therefore, you could lose money by investing in the Portfolio.
The
Portfolio may be appropriate for you if you are investing for goals several years away and are comfortable with stock market risks. The
Portfolio would not be appropriate for you if you are investing for short-term goals, or are mainly
seeking current income.
Market
Risk: Stocks may decline over short or even extended periods of time. Equity markets tend to be cyclical:
there are times when stock prices generally increase, and other times when they generally decrease. In addition, the Portfolio is subject
to the additional risk that the particular types of stocks held by the Portfolio will underperform other types of securities. Market risks,
including political, regulatory, market, economic and social developments, and developments that impact specific economic sectors, industries
or segments of the market, can affect the value of the Portfolio’s investments. Natural disasters, public health emergencies (including
pandemics and epidemics such as COVID-19), war, military conflict, terrorism and other global unforeseeable events may lead to instability
in world economies and markets, may lead to market volatility, and may have adverse long-term effects. The Portfolio cannot predict the
effects of such unforeseeable events in the future on the economy, the markets or the Portfolio’s investments.
Value
Style Risk: Although the Portfolio invests in stocks the Advisor believes to be undervalued, there
is no guarantee that the prices of these stocks will not move even lower. In addition, the value investment style can shift into and out
of favor with investors, depending on market and economic conditions. As a result, the Portfolio may at times outperform or underperform
other funds that invest more broadly or employ a different investment style.
Small
Cap Risk: The Portfolio is subject to the risk that the stocks of smaller and newer issuers can be
more volatile and more speculative than the stocks of larger issuers. Smaller companies tend to have limited resources, product lines
and market share. As a result, their share prices tend to fluctuate more than those of larger companies. Their shares may also trade less
frequently and in limited volume, making them potentially less liquid. The price of small company stocks might fall regardless of trends
in the broader market.
Mid
Cap Risk: The portfolio is subject to the risk that the stocks of mid cap companies can be more volatile
and riskier than the stocks of larger issuers. Mid cap companies tend to have more limited resources, product lines and market share than
larger more established businesses. As a result, their share prices tend to fluctuate more than those of larger companies. Their shares
may also trade less frequently and in limited volume, making them potentially less liquid. The price of mid cap company stocks might fall
regardless of trends in the broader market.
Frequent
Trading Risk: A high rate of portfolio turnover involves correspondingly high transaction costs, which
may adversely affect the Portfolio’s performance over time. In addition, in connection with the Fund’s reposition on
September 2,
2025, shareholders should be aware that the Portfolio will experience a higher-than-normal portfolio turnover rate. High portfolio turnover
may also result in the realization of short-term capital gains. Distributions derived from such gains will be treated as ordinary income
for Federal income tax purposes.
Performance
Information
The
bar chart and table below provide some indication of the risks of investing in the Portfolio. The bar chart shows how the performance
of the Portfolio’s Advisor Shares has varied from year to year. The table shows how the average annual total returns for one year,
five years and since inception of the Portfolio’s Advisor Shares compare to those of selected market indices.
Effective
September 2, 2025, the Portfolio underwent a change to its investment objective and principal investment strategy (the “Repositioning”).
In connection with the Repositioning, the Portfolio will be repositioned to invest in undervalued equity securities, such as common stocks
and preferred stocks, of U.S. SMID cap companies. Accordingly, the performance of the Portfolio shown prior to September 2,
2025 reflects the Portfolio’s prior principal investment strategy and objective; the Portfolio’s performance would have differed
if the Portfolio’s current principal investment strategy and objective had been in place.
The
Portfolio’s past performance, before and after taxes, does not necessarily indicate how it will perform in the future. Performance
reflects expense reimbursements and/or fee waivers in effect. If such expense reimbursements or fee waivers were not in place, the Portfolio’s
performance would be reduced. Updated performance information is available by visiting www.glenmedeim.com or by calling 1-800-442-8299.

During
the periods shown in the bar chart, the highest quarterly return was 20.58% (for the quarter ended June 30, 2020) and the lowest quarterly
return was -27.56% (for the quarter ended March 31, 2020).
After-tax
returns for the Portfolio are calculated using the historical highest individual Federal marginal income tax rates, and do not reflect
the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.
After-tax returns are not relevant to investors who hold their Portfolio shares through tax-deferred arrangements such as 401(k) plans
or individual retirement accounts (“IRAs”).
Average
Annual Total Returns (for the periods ended December 31, 2024)
| | | | | | | | | | | |
| | | | Past 1
Year | | | Past 5
Years | | | Since
Inception
(December 22,
2015) | |
| Return Before Taxes – Advisor Shares | | | 15.78% | | | 9.52% | | | 10.98% | |
| Return After Taxes on Distributions | | | 12.47% | | | 7.43% | | | 9.56% | |
| Return After Taxes on Distributions and Sale of Fund Shares | | | 11.82% | | | 7.33% | | | 8.84% | |
| Russell 3000® Index1 (reflects no deduction for fees, expenses or taxes) | | | 23.81% | | | 13.86% | | | 13.97% | |
| Russell 1000® Index1 (reflects no deduction for fees, expenses or taxes) | | | 24.51% | | | 14.28% | | | 14.28% | |
| Russell 2500® Index2 (reflects no deduction for fees, expenses or taxes) | | | 11.99% | | | 8.77% | | | 10.25% | |
| Morningstar Large Value Average2 | | | 14.28% | | | 9.20% | | | 10.01% | |
| | | | | | | | | | | |
Investment
Adviser
Glenmede
Investment Management LP serves as investment advisor to the Portfolio.
Portfolio
Managers
Jordan
Irving, Portfolio Manager and Matthew Shannon, CFA, Portfolio Manager, of the Advisor, have managed the Portfolio since September 2,
2025.
Tax
Information
The
Portfolio’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are purchasing
through a tax-deferred arrangement, such as a 401(k) plan or IRA. Such tax-deferred arrangements may be taxed later upon withdrawal of
monies from those arrangements.
Purchase
and Sale of Portfolio Shares
There
are no minimum initial or subsequent investment requirements for the Portfolio. The Glenmede Trust Company, N.A. (“Glenmede Trust”)
has informed the Fund that it and its affiliated companies’ (“Affiliates”) minimum initial investment requirements for
their clients’ investments in the Portfolio is $1,000, which may be reduced or waived from time to time. Approved brokers and other
institutions that purchase shares on behalf of their clients may have their own minimum initial and subsequent investment requirements.
You may redeem shares at any time by contacting Glenmede Trust by telephone or facsimile or contacting the institution through which you
purchased your shares.
Financial
Intermediary Compensation
If
you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank), the Portfolio and its related
companies may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest
by influencing the broker-dealer or other intermediary and your salesperson to recommend the Portfolio over another investment. Ask your
salesperson or visit your financial intermediary’s Web site for more information.
SUMMARY
SECTION
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio)
(Institutional
Shares)
Investment
Objective
Long-term
capital appreciation consistent with reasonable risk to principal.
Fees
and Expenses of the Portfolio
This
table describes the fees and expenses that you may pay if you buy, hold, and sell Institutional Shares of the Portfolio. You
may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the table and example below.
| | | | |
| Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
| | | |
| Management Fees | | | 0.55% |
| Other Expenses | | | 0.46% |
| Total Annual Portfolio Operating Expenses | | | 1.01% |
| Fee Waivers and Expense Reimbursements1 | | | 0.36% |
| Net Expenses | | | 0.65% |
| | | | |
Example
This
Example is intended to help you compare the cost of investing in the Portfolio’s Institutional Shares with the cost of investing
in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then hold or redeem
all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s
operating expenses remain the same, taking into account the fee waiver in the first year of each period. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in
a taxable account. These costs, which are not reflected in annual portfolio operating expenses or in the Example, affect the Portfolio’s
performance. The Portfolio may actively trade portfolio securities to achieve its principal investment strategies. During the most recent
fiscal year, the Portfolio’s portfolio turnover rate was 80% of the average value of its portfolio.
Principal
Investment Strategies
Under
normal market circumstances, the Portfolio invests at least 80% of the value of its net assets (including borrowings for investment purposes)
in equity securities, such as common stocks and preferred stocks, of U.S. small and medium (“SMID”) cap companies that the
Advisor believes are undervalued. SMID cap companies include companies with the market capitalizations, at the time of purchase, that
are within the market capitalization range of the smallest stock in the Russell 2500 Index to the largest stock in the Russell Midcap
Index. That capitalization range was $7.8 million to $279.5 billion as of April 30, 2025.
The
Advisor uses a combination of quantitative and fundamental research to select securities. The Advisor uses a quantitative proprietary
multi-factor computer model which identifies a list of attractive securities having revenue and earnings growth potential with reasonable
valuations, then applies fundamental research to select which securities to buy and sell for this Portfolio. The Advisor considers material
environmental, social, and governance (ESG) criteria in the context of long-term investor decision making.
Principal
Investment Risks
All
investments carry a certain amount of risk and the Portfolio cannot guarantee that it will achieve its investment objective. In addition,
the strategies that the Advisor uses may fail to produce the intended result. Each risk summarized below is considered a “principal
risk” of investing in the Portfolio, regardless of the order in which it appears. Different risks may be more significant at different
times depending on market conditions and other factors. An investment in the Portfolio is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency. Therefore, you could lose money by investing in the Portfolio.
The
Portfolio may be appropriate for you if you are investing for goals several years away and are comfortable with stock market risks. The
Portfolio would not be appropriate for you if you are investing for short-term goals, or are mainly
seeking current income.
Market
Risk: Stocks may decline over short or even extended periods of time. Equity markets tend to be cyclical:
there are times when stock prices generally increase, and other times when they generally decrease. In addition, the Portfolio is subject
to the additional risk that the particular types of stocks held by the Portfolio will underperform other types of securities. Market risks,
including political, regulatory, market, economic and social developments, and developments that impact specific economic sectors, industries
or segments of the market, can affect the value of the Portfolio’s investments. Natural disasters, public health emergencies (including
pandemics and epidemics such as COVID-19), war, military conflict, terrorism and other global unforeseeable events may lead to instability
in world economies and markets, may lead to market volatility, and may have adverse long-term effects. The Portfolio cannot predict the
effects of such unforeseeable events in the future on the economy, the markets or the Portfolio’s investments.
Value
Style Risk: Although the Portfolio invests in stocks the Advisor believes to be undervalued, there
is no guarantee that the prices of these stocks will not move even lower. In addition, the value investment style can shift into and out
of favor with investors, depending on market and economic conditions. As a result, the Portfolio may at times outperform or underperform
other funds that invest more broadly or employ a different investment style.
Small
Cap Risk: The Portfolio is subject to the risk that the stocks of smaller and newer issuers can be
more volatile and more speculative than the stocks of larger issuers. Smaller companies tend to have limited resources, product lines
and market share. As a result, their share prices tend to fluctuate more than those of larger companies. Their shares may also trade less
frequently and in limited volume, making them potentially less liquid. The price of small company stocks might fall regardless of trends
in the broader market.
Mid
Cap Risk: The portfolio is subject to the risk that the stocks of mid cap companies can be more volatile
and riskier than the stocks of larger issuers. Mid cap companies tend to have more limited resources, product lines and market share than
larger more established businesses. As a result, their share prices tend to fluctuate more than those of larger companies. Their shares
may also trade less frequently and in limited volume, making them potentially less liquid. The price of mid cap company stocks might fall
regardless of trends in the broader market.
Frequent
Trading Risk: A high rate of portfolio turnover involves correspondingly high transaction costs, which
may adversely affect the Portfolio’s performance over time. In addition, in connection with the Fund’s reposition on
September 2,
2025, shareholders should be aware that the Portfolio will experience a higher-than-normal portfolio turnover rate. High portfolio
turnover may also result in the realization of short-term capital gains. Distributions derived from such gains will be treated as ordinary
income for Federal income tax purposes.
Performance
Information
The
bar chart and table below provide some indication of the risks of investing in the Portfolio. The bar chart shows how the performance
of the Portfolio has varied from year to year. The table shows how average annual total returns for one year, five years and since inception
compare to those of selected market indices. The Portfolio’s past performance, before and after taxes, does not necessarily indicate
how it will perform in the future. Performance reflects expense reimbursements and/or fee waivers in effect. If such expense reimbursements
or fee waivers were not in place, the Portfolio’s performance would be reduced. Updated performance information is available by
visiting www.glenmedeim.com or by calling 1-800-442-8299.
Effective
September 2, 2025, the Portfolio underwent a change to its investment objective and principal investment strategy (the “Repositioning”).
In connection with the Repositioning, the Portfolio will be repositioned to invest in undervalued equity securities, such as common stocks
and preferred stocks, of U.S. SMID cap companies.
As
of the date of this Prospectus, the Portfolio had not yet offered Institutional Shares to investors. Accordingly, the performance of
the Portfolio shown prior to September 2, 2025 reflects the Advisor Shares’ prior principal investment strategy and
objective. The Portfolio’s performance would have differed if the Portfolio’s current principal investment strategy and objective
had been in place. Institutional Shares and Advisor Shares of the Portfolio should have returns that are substantially the same because
they represent investments in the same portfolio of securities and differ only to the extent that they have different expenses.

During
the periods shown in the bar chart, the highest quarterly return was 20.58% (for the quarter ended June 30, 2020) and the lowest quarterly
return was -27.56% (for the quarter ended March 31, 2020).
After-tax
returns for the Portfolio are calculated using the historical highest individual Federal marginal income tax rates, and do not reflect
the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.
After-tax returns are not relevant to investors who hold their Portfolio shares through tax-deferred arrangements such as 401(k) plans
or individual retirement accounts (“IRAs”).
Average
Annual Total Returns (for the periods ended December 31, 2024)
| | | | | | | | | | | |
| | | | Past 1
Year | | | Past 5
Years | | | Since
Inception
(December 22,
2015) | |
| Return Before Taxes – Institutional Shares | | | 15.78% | | | 9.52% | | | 10.98% | |
| Return After Taxes on Distributions | | | 12.47% | | | 7.43% | | | 9.56% | |
| Return After Taxes on Distributions and Sale of Fund Shares | | | 11.82% | | | 7.33% | | | 8.84% | |
| Russell 3000® Index1 (reflects no deduction for fees, expenses or taxes) | | | 23.81% | | | 13.86% | | | 13.97% | |
| Russell 1000® Index1 (reflects no deduction for fees, expenses or taxes) | | | 24.51% | | | 14.28% | | | 14.28% | |
| Russell 2500® Index2 (reflects no deduction for fees, expenses or taxes) | | | 11.99% | | | 8.77% | | | 10.25% | |
| Morningstar Large Value Average2 | | | 14.28% | | | 9.20% | | | 10.01% | |
| | | | | | | | | | | |
Investment
Adviser
Glenmede
Investment Management LP serves as investment advisor to the Portfolio.
Portfolio
Managers
Jordan
Irving, Portfolio Manager and Matthew Shannon, CFA, Portfolio Manager, of the Advisor, have managed the Portfolio since September 2,
2025.
Tax
Information
The
Portfolio’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are purchasing
through a tax-deferred arrangement, such as a 401(k) plan or IRA. Such tax-deferred arrangements may be taxed later upon withdrawal of
monies from those arrangements.
Purchase
and Sale of Portfolio Shares
The
minimum initial investment is $10,000,000, which may be reduced or waived in some cases from time to time. There is no minimum for subsequent
investments. Approved brokers and other institutions that purchase shares on behalf of their clients may have their own minimum initial
and subsequent investment requirements. You may redeem shares at any time by contacting The Glenmede Trust Company, N.A. (“Glenmede
Trust”) by telephone or facsimile or contacting the institution through which you purchased your shares.
Financial
Intermediary Compensation
If
you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank), the Portfolio and its related
companies may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest
by influencing the broker-dealer or other intermediary and your salesperson to recommend the Portfolio over another investment. Ask your
salesperson or visit your financial intermediary’s Web site for more information.
ADDITIONAL
INFORMATION ABOUT INVESTMENTS
Objective,
Principal Strategies and Risks
To
help you decide which Portfolio is appropriate for you, this section looks more closely at the Portfolio’s investment objectives,
policies and risks. You should carefully consider your own investment goals, time horizon and risk tolerance before investing in a Portfolio.
The
Portfolio’s investment objectives and strategies may be changed by the Board without shareholder approval.
The
Portfolio may, from time to time, take temporary defensive positions that are inconsistent with its principal investment strategies in
response to adverse market, economic, political, or other conditions. Such investments may include, for example, cash, various short-term
instruments, such as money market securities (including commercial paper, certificates of deposit, banker’s acceptances and time
deposits), U.S. Government securities and repurchase agreements. U.S. Government securities include a variety of securities issued by
the U.S. Treasury or by U.S. Government-related entities. While certain U.S. Government-related entities (such as the Federal National
Mortgage Association or Federal Home Loan Mortgage Corporation) may be chartered or sponsored by Acts of Congress, their securities are
neither issued nor guaranteed by the U.S. Treasury. To the extent that the Portfolio employs a temporary defensive investment strategy,
it may not achieve its investment objective. A defensive position, taken at the wrong time, would have an adverse impact on the Portfolio’s
performance.
SMID
Core Equity Portfolio
The
Advisor attempts to achieve the Portfolio’s objective to provide long-term capital appreciation consistent with reasonable risk
to principal by investing, under normal market circumstances, at least 80% of the value of its net assets (including borrowings for investment
purposes) in equity securities, such as common stocks and preferred stocks, of U.S. SMID cap companies that the Advisor believes are undervalued.
SMID cap companies include companies with the market capitalizations, at the time of purchase, that are within the market capitalization
range of the smallest stock in the Russell 2500 Index to the largest stock in the Russell Midcap Index. That capitalization range was
$7.8 million to $279.5 billion as of April 30, 2025. This is a non-fundamental investment policy that can be changed by
the Portfolio upon 60 days’ prior notice to shareholders.
The
Portfolio currently offers two classes of shares: the Advisor Shares and the Institutional Shares. Shares of each class of the Portfolio
represent equal pro rata interests in the Portfolio. The difference between the two classes is their shareholder service fee and minimum
initial investment: the Advisor Shares class of the Portfolio charges a 0.20% fee and has no minimum initial investment, and the Institutional
Shares class of the Portfolio does not charge a shareholder service fee and has a $10,000,000 minimum initial investment. This minimum
initial investment amount may be reduced or waived in some cases from time to time. Although shares of each class accrue dividends and
calculate NAV and performance quotations in the same manner, the NAV, dividends and other distributions, and performance of each class
is expected to differ due to different actual expenses and will be quoted separately.
Principal
Investment Risks
Market
Risk
Stocks
may decline over short or even extended periods of time. Equity markets tend to be cyclical; there are times when stock prices generally
increase, and other times when they generally decrease. In addition, the Portfolio is subject to the additional risk that the particular
types of stocks held by the Portfolio will underperform other types of securities. Market risks, including political, regulatory, market,
economic and social developments, and developments that impact specific sectors, industries or segments of the market, can affect the
value of the Portfolio’s investments. Natural disasters, public health emergencies (including pandemics and epidemics such as COVID-19),
war, military conflict, terrorism and other unforeseeable global events may lead to instability in world economies and markets, may lead
to market volatility and may have adverse long-term effects. Periods of unusually high financial market volatility and restrictive credit
conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur in the
future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of the financial
industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of
these
policy changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase
volatility, particularly if a resulting policy runs counter to the market’s expectations. The Portfolio cannot predict the effects
of such unforeseeable events in the future on the economy, the markets or the Portfolio’s investments.
Deteriorating
market conditions can cause a general weakness in the market that reduces the prices of securities in the market. To the extent that the
Portfolio emphasizes issuers from any given industry or sector, it could be hurt if that industry or sector does not do well. Additionally,
the Portfolio could lose value if the individual stocks in which it holds positions and/or the overall stock markets on which the stocks
trade decline in price. Stocks and stock markets may experience short-term volatility (fluctuations in price) as well as extended periods
of price decline or increase. Individual stocks are impacted by many factors, including corporate earnings, production, management, sales,
and market trends, including investor demand for a particular type of stock, such as growth or value stocks, small or large capitalization
stocks, or stocks within a particular industry.
Advancements
in technology may also adversely impact markets and the overall performance of the Portfolio. For instance, the economy may be significantly
impacted by the advanced development and increased regulation of artificial intelligence. As the use of technology grows, liquidity and
market movements may be affected. As artificial intelligence is used more widely, the profitability and growth of the Portfolio’s
holdings may be impacted, which could significantly impact the overall performance of the Portfolio.
Value
Style Risk
The
Portfolio invests in stocks that the Advisor believes are reasonably priced, although there is no guarantee that the prices of these stocks
will not move lower after purchase by the Portfolio. If the Advisor’s assessment of a company’s quality or intrinsic value
or its prospects for exceeding earnings expectations or market conditions is inaccurate, the Portfolio could suffer losses or produce
poor performance relative to other funds. In addition, the stocks of quality companies can continue to be undervalued by the market for
long periods of time. The value investment style can also shift into and out of favor with investors, dependent on market and economic
conditions. As a result, a Portfolio may at times outperform or underperform other funds that invest more broadly or employ a different
investment style.
Small
Cap Risk
The
Portfolio is subject to the risk that the stocks of smaller and newer issuers can be more volatile and more speculative than the stocks
of larger issuers. Smaller companies tend to have limited resources, product lines and market share. As a result, their share prices tend
to fluctuate more than those of larger companies. Their shares may also trade less frequently and in limited volume, making them potentially
less liquid. The price of small company stocks might fall regardless of trends in the broader market. Furthermore, while securities of
small capitalization companies may offer greater opportunity for capital appreciation than larger companies, investment in such companies
presents greater risks than investment in larger, more established companies. Historically, small capitalization stocks have been more
volatile in price than larger capitalization stocks. Among the reasons for the greater price volatility of these securities are the lower
degree of liquidity in the markets for such stocks, and the potentially greater sensitivity of such small companies to changes in or failure
of management, and to many other changes in competitive, business, industry and economic conditions, including risks associated with limited
product lines, markets, management depth, or financial resources. Besides exhibiting greater volatility, micro and small company stocks
may, to a degree, fluctuate independently of larger company stocks. Small company stocks may decline in price as large company stocks
rise, or rise in price as large company stocks decline. Investors should therefore expect that the price of the Portfolio’s shares
will be more volatile than the shares of a fund that invests in larger capitalization stocks. Additionally, while the markets in securities
of small companies have grown rapidly in recent years, such securities may trade less frequently and in smaller volume than more widely
held securities. The values of these securities may fluctuate more sharply than those of other securities, and the Portfolio may experience
some difficulty in establishing or closing out positions in these securities at prevailing market prices. There may be less publicly available
information about the issuers of these securities or less market interest in such securities than in the case of larger companies, and
it may take a longer period of time for the prices of such securities to reflect the full value of their issuers’ underlying earnings
potential or assets.
Mid
Cap Risk
The
portfolio is subject to the risk that the stocks of mid cap companies can be more volatile and riskier than the stocks of larger issuers.
The Portfolio’s investments in midsize companies may entail greater risks than investments in larger, more established companies.
Mid cap companies tend to have narrower product lines, fewer financial resources, and a more limited trading market for their securities,
as compared to larger companies. They may also experience greater price volatility than securities of larger capitalization companies
because growth prospects for these companies may be less certain and the market for such securities may be smaller. Some mid cap companies
may not have established financial histories; may have limited product lines, markets, or financial resources; may depend on a few key
personnel for management; and may be susceptible to losses and risks of bankruptcy.
Frequent
Trading Risk
The
Portfolio may engage in active and frequent trading of portfolio securities to achieve its investment objective. A high rate of portfolio
turnover may result in greater transaction costs, which may reduce the Portfolio’s performance. The sale of securities from the
Portfolio may also result in greater realization and/or distribution to shareholders of gains or losses as compared to a fund with less
active trading, which may include short-term gains taxable at ordinary income rates. In addition, in connection with the Repositioning,
shareholders should be aware that the Portfolio will experience a higher-than-normal portfolio turnover rate.
Non-Principal
Risks
Foreign
Securities
ADRs
involve risks similar to those accompanying direct investment in foreign securities. There are substantial risks involved in investing
in foreign securities. These risks include differences in accounting, auditing and financial reporting standards, generally higher commission
rates on foreign transactions, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control
regulations, political instability, and potential restrictions on the flow of international capital. The dividends payable on the Portfolio’s
foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the income available for distribution to the Portfolio’s
shareholders. Foreign securities often trade with less frequency and volume than domestic securities and, therefore, may exhibit greater
price volatility. Changes in foreign exchange rates will affect the value of those securities in the Portfolio which are denominated or
quoted in currencies other than the U.S. dollar. In many countries there is less publicly available information about issuers than is
available in reports about companies in the United States.
Brokerage
commissions, custodial services, and other costs relating to investment in foreign securities markets are generally more expensive than
in the United States. Foreign securities markets have different clearance and settlement procedures, and in certain markets there have
been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such
transactions. Delays in settlement could prevent the Portfolio from investing the proceeds of the sale. Inability to dispose of portfolio
securities due to settlement problems could expose the Portfolio to losses due either to subsequent declines in the value of the portfolio
security or, if the security has been sold, to claims by the purchaser.
Investing
in foreign securities includes the risk of possible losses through the holding of securities in domestic and foreign custodian banks and
depositories. Additionally, many countries are dependent on a healthy U.S. economy, and are adversely affected when the U.S. economy weakens
or its markets decline. In addition, the risks of loss and volatility have increased over the past few years and may continue because
of high levels of debt and other economic distress in various countries.
International
war or conflicts (including Russia’s invasion of Ukraine and the Israel-Hamas war) and geopolitical events in foreign countries,
along with instability in regions such as Asia, Eastern Europe and the Middle East, possible terrorist attacks in the United States or
around the world, and other similar events could adversely affect the U.S. and foreign financial markets. As a result, whether or not
the Portfolio invests in securities located in or with significant exposure to the countries directly affected, the value and liquidity
of the Portfolio’s investments may be negatively impacted. Further, due to closures of certain markets and restrictions on trading
certain securities, the value of certain securities held by the Portfolio could be significantly impacted.
Investments
in Other Investment Companies
To
the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the Portfolio may invest in shares
of other registered investment companies, including ETFs. If the Portfolio invests in shares of another registered investment company,
shareholders would bear not only their proportionate share of the Portfolio’s expenses, but also management fees and other expenses
paid by the other fund. Any investment in an ETF generally presents the same primary risks as an investment in a conventional open-end
fund that has the same investment objectives, strategies and policies. Additionally, the risks of owning an ETF generally reflect the
risks of owning the underlying securities that the ETF invests in or is designed to track, although the lack of liquidity of an ETF could
result in it being more volatile. In addition, ETFs and closed-end funds do not necessarily trade at the NAV of their underlying securities,
which means that these funds could potentially trade above or below the value of their underlying portfolios and may result in a loss.
Finally, because ETFs and closed-end funds trade like stocks on exchanges, they are subject to trading and commission costs.
The
Securities and Exchange Commission (“SEC”) has adopted revisions to the rules permitting funds to invest in other investment
companies to streamline and enhance the regulatory framework applicable to fund of funds arrangements. While the rule permits more types
of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits
on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and
limits on most three-tier fund structures. Rule 12d1-4 of the 1940 Act went into effect on January 19, 2021. The rescission of the applicable
exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022.
Repurchase
Agreements
The
Portfolio may enter into collateralized repurchase agreements with qualified brokers, dealers, banks and other financial institutions
deemed creditworthy by the Advisor. Such agreements can be entered into for periods of one day or for a fixed term.
In
a repurchase agreement, the Portfolio purchases a security and simultaneously commits to resell that security at a future date to the
seller (a qualified bank or securities dealer) at an agreed upon price plus an agreed upon market rate of interest (itself unrelated to
the coupon rate or date of maturity of the purchased security). The seller under a repurchase agreement will be required to maintain the
value of the securities which are subject to the agreement and held by the Portfolio at not less than the agreed upon repurchase price.
If the seller defaults on its repurchase obligation, the Portfolio holding such obligation suffers a loss to the extent that the proceeds
from a sale of the underlying securities (including accrued interest) is less than the repurchase price (including accrued interest) under
the agreement. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities by
the Portfolio might be delayed pending court action.
Portfolio
Turnover
The
Portfolio may engage in active and frequent trading of portfolio securities. High portfolio turnover may involve correspondingly greater
expenses to the Portfolio, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and
reinvestments in other securities. Higher portfolio turnover may also increase share price volatility and result in realization of taxable
capital gains to shareholders with taxable accounts, including short-term capital gains, and may adversely impact the Portfolio’s
after-tax returns. Trading costs and tax effects associated with portfolio turnover may adversely affect the Portfolio’s performance.
Selection
of Investments
The
Advisor evaluates the rewards and risks presented by all securities purchased by the Portfolio and how they may advance the Portfolio’s
investment objective. It is possible that these evaluations will prove to be inaccurate.
Other
Types of Investments and Risks
In
addition to the Portfolio’s principal investment strategies and risks, and the particular types of securities which the Portfolio
may select for investment described above, the Portfolio may make other types of investments and pursue other investment strategies in
support of its overall investment goal. Information about some of these investments and strategies and other risks is provided below.
More information about these and other supplemental investment strategies and the risks involved are described in the Statement of Additional
Information (“SAI”).
Foreign
Securities: The Portfolio intends to remain, for the most part, fully invested in equity securities
which may include, as a non-principal investment, ADRs listed on the NYSE. The risks of ADRs are described above under “Foreign
Securities.”
Investments
in Other Investment Companies: The Portfolio may also invest in shares of other investment companies,
including ETFs. The risks of registered investment company investments are described above under “Investments in Other Investment
Companies.”
Real
Estate Investment Trusts: The Portfolio may invest in real estate investment trusts (“REITs”).
REITs are pooled investment vehicles which invest primarily in real estate or real estate related loans. REITs are generally classified
as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly
in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties
that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the
collection of interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs. The Portfolio will indirectly
bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses paid by the Portfolio.
Investing
in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such
REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not
diversified (except to the extent the Code requires), and are subject to the risks of financing projects. REITs are subject to heavy cash
flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the 1940 Act. REITs (especially mortgage REITs) are also subject to
interest rate risks.
Investing
in REITs also involves risks similar to those associated with investing in small capitalization companies. That is, they may have limited
financial resources, may trade less frequently and in a limited volume and may be subject to abrupt or erratic price movements in comparison
to larger capitalization companies.
Securities
Lending: In order to generate additional income, the Portfolio may lend its securities to qualified
brokers, dealers, banks and other financial institutions. Such loans are required at all times to be continuously secured by collateral
consisting of cash, securities of the U.S. Government or its agencies or letters of credit equal to at least the market value of the loaned
securities. The cash collateral received may be invested in short-term investments in accordance with terms approved by the Board. The
value of the securities loaned may not exceed one-third of the value of the total assets of the Portfolio (including the loan collateral).
A Portfolio could experience a delay in recovering its securities or a possible loss of income or value if the borrower fails to return
the securities when due.
Cyber
Security Risk: The Portfolio and its service providers may be prone to operational and information security
risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may
cause the Portfolio to lose proprietary information, suffer data corruption, or lose operational capacity. Breaches in cyber security
include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the
unauthorized release of confidential information or various other forms of cyber-attacks. Cyber security breaches affecting the Portfolio
or its advisers, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Portfolio.
For instance, cyber security breaches may interfere with the processing of shareholder transactions, impact the Portfolio’s ability
to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject
the Portfolio to regulatory fines or financial losses and/or cause reputational damage. The Portfolio may also incur additional costs
for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which
the Portfolio may invest, which could result in material adverse consequences for such issuers and may cause the Portfolio’s investment
in such companies to lose value.
COVID-19
Risk: The impact of COVID-19 has negatively affected the worldwide economy, as well as the economies
of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways over
the period since the virus responsible for the global pandemic was first detected in December of 2019. On May 5, 2023, the World
Health Organization declared the end of the global emergency status for COVID-19, and the United States subsequently ended the federal
COVID-19 public health emergency declaration effective May 11, 2023. Although vaccines for COVID-19 are widely available, the full impact
of COVID-19 and any current or future variants is currently unknown,
and
it may exacerbate other risks that apply to the Portfolio, including political, social and economic risks. Any such impact could adversely
affect the Portfolio’s performance and the performance of the securities in which the Portfolio invests. The impact of these events
and other epidemics or pandemics in the future could adversely affect the Portfolio’s performance.
Large
Shareholder Risk: From time to time, shareholders of the Portfolio (which may include institutional
investors or financial intermediaries acting on behalf of their clients) may make relatively large redemptions or purchases of the Portfolio’s
shares. These transactions may, among other things, cause the Portfolio to sell securities or invest additional cash, as the case may
be, at disadvantageous prices. While the Fund maintains credit facilities with State Street Bank and Trust Company that can be used to
help limit the disruption from redemptions, there could be adverse effects on the Portfolio’s performance to the extent that the
Portfolio may be required to sell securities or invest cash at times it would not otherwise do so. Selling portfolio securities to meet
a large redemption request also may increase transaction costs or have adverse tax consequences for Portfolio shareholders. In addition,
a large redemption could result in the Portfolio’s current expenses being allocated over a smaller asset base, leading to an increase
in the Portfolio’s expense ratio.
Portfolio
Holdings
The
Advisor may publicly disclose information concerning the securities held by the Portfolio in accordance with regulatory requirements,
such as periodic portfolio disclosure in filings with the SEC. In addition, the Advisor may post the Portfolio’s month-end, top-ten
portfolio holdings no earlier than ten calendar days after the end of each month, and/or the complete quarter-end portfolio holdings no
earlier than ten calendar days after the end of each calendar quarter, on its website, www.glenmedeim.com. This information will generally
remain available on the website at least until the Fund files with the SEC its annual/semi-annual shareholder report that includes such
period or its report on Form N-PORT for the last month of the Fund’s first or third fiscal quarters. The Fund may terminate or modify
this policy at any time without further notice to shareholders.
A
further description of the Fund’s policies and procedures with respect to the disclosure of portfolio holdings is available in the
SAI.
PRICE
OF PORTFOLIO SHARES
The
price of shares issued by the Portfolio is based on its NAV. The Portfolio’s NAV per share is determined on a per class basis as
of the close of regular trading hours of the NYSE, currently 4:00 p.m. (Eastern Time), on each day that the NYSE is open for business.
The time at which shares are priced may be changed in case of an emergency or if regular trading on the NYSE is stopped at a time other
than 4:00 p.m. (Eastern Time). In addition, the Board has approved that the Portfolio may determine to price their shares on weekdays
that the NYSE is temporarily closed due to emergency circumstances.
The
Portfolio’s investments generally are valued at market value or, when market quotations are not readily available or when events
occur that make established valuation methods unreliable, at fair value as determined in good faith using methods determined by the Board.
The Board has designated the Advisor to serve as the valuation designee (the “Valuation Designee”) with respect to the Portfolio’s
securities for which valuations are not readily available. The Valuation Designee works with State Street Bank and Trust Company, the
Fund’s custodian, to regularly test the accuracy of the fair value prices by comparing them with values that are available from
other sources. At each regularly scheduled Board meeting, a report by the Valuation Designee is submitted describing any security that
has been fair valued and the basis for the fair value determination.
Securities
listed on a foreign exchange and unlisted foreign securities are valued at the latest quoted price available when assets are valued. Foreign
securities may trade on days when shares of the Portfolio are not priced; as a result, the value of such securities may change on days
when you will not be able to purchase or redeem the Portfolio’s shares. Foreign currency amounts are translated into U.S. dollars
at the bid prices of such currencies against U.S. dollars last quoted by a major bank.
The
following are examples of situations that may constitute significant events that could render a market quotation for a specific security
“not readily available” and require fair valuation of such security: (i) the security’s trading has been halted or suspended;
(ii) the security has been de-listed from a national exchange; (iii) the security’s primary trading market is temporarily closed
at a time when under normal conditions it would be open; (iv) the security has not been traded for an extended period of time; (v) the
security’s authorized pricing sources are not able or willing to provide a price; (vi) an
independent
price quote from two or more broker-dealers is not available; (vii) trading of the security is subject to local government-imposed restrictions;
(viii) foreign security has reached a pre-determined range of trading set by a foreign exchange (“limit up” or “limit
down” price), and no trading has taken place at the limit up price or limit down price; (ix) natural disasters, armed conflicts,
and significant government actions; (x) significant events that relate to a single issuer or to an entire market sector, such as significant
fluctuations in domestic or foreign markets or between the current and previous days’ closing levels of one or more benchmark indices
approved by the Board; (xi) the security’s sales have been infrequent or a “thin” market in the security exists; and/or
(xii) with regard to over-the-counter securities, the validity of quotations from broker-dealers appears questionable or the number of
quotations indicates that there is a “thin” market in the security.
The
frequency with which the Portfolio’s investments are valued using fair value pricing is primarily a function of the types of securities
and other assets in which the Portfolio invests pursuant to its investment objective, strategies and limitations. Investments in other
registered mutual funds, if any, are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their
prospectuses).
Valuing
the Portfolio’s investments using fair value pricing will result in using prices for those investments that may differ from current
market prices. Accordingly, fair value pricing could result in a difference between the prices used to calculate the Portfolio’s
NAV and the prices used by other investment companies, investors and the Portfolio’s benchmark index to price the same investments.
ADDITIONAL
INFORMATION ON THE PURCHASE AND REDEMPTION OF SHARES
The
Portfolio may appoint one or more intermediaries as its agent to receive purchase and redemption orders of shares of the Portfolio and
cause these orders to be transmitted, on an aggregated basis, to the Portfolio’s transfer agent. Orders placed through these intermediaries
will be deemed to have been received and accepted by the Portfolio when the intermediary accepts the order. Therefore, the purchase or
redemption order will reflect the NAV per share next determined after receipt of the order by the intermediary, if the intermediary successfully
transmits the order to the Portfolio’s transfer agent by the next business morning.
Purchase
of Shares
Shares
of the Portfolio are sold without a sales commission on a continuous basis to Glenmede Trust acting on behalf of its clients or the clients
(“Clients”) of its affiliated companies (“Affiliates”) and to certain approved employee benefit plans and institutions,
including brokers acting on behalf of their clients (“Institutions”), at the NAV per share next determined after receipt,
in proper order, of the purchase order by the Fund’s transfer agent. We consider orders to be in “proper order” when
all required documents are properly completed, signed and received. Beneficial ownership of shares will be reflected on books maintained
by Glenmede Trust or the Institutions. Glenmede Trust has informed the Fund that it and its Affiliates’ minimum and subsequent
investment requirements for their Clients’ investments in the Portfolio are the same as those for the Portfolios. Other Institutions
may have their own minimum initial and subsequent investment requirements. If you wish to purchase shares in a Portfolio, you should
contact Glenmede Trust by telephone or facsimile or contact your Institution.
The
Portfolio reserves the right, in its sole discretion, to reject any purchase order, when, in the judgment of management, such rejection
is in the best interests of the Portfolio and its shareholders.
Your
Institution may charge you for purchasing or selling shares of a Portfolio. There is no transaction charge for shares purchased directly
from the Portfolio through Glenmede Trust.
Shares
may also be available on brokerage platforms of firms that have agreements with the Fund’s distributor to offer such shares solely
when acting as an agent for the investor. An investor transacting in shares in these programs may be required to pay a commission and/or
other forms of compensation to the broker. Shares of the Portfolio are available in other share classes that have different fees and expenses.
Purchases
of the Portfolio’s shares will be made in full and fractional shares of the Portfolio calculated to three decimal places. In the
interest of economy and convenience, certificates for shares will not be issued except upon your written request. Certificates for fractional
shares, however, will not be issued.
The
Fund reserves the right, in its sole discretion, to suspend the offering of shares of the Portfolio or to reject purchase orders when,
in the judgment of the Advisor, such suspension or rejection is in the best interests of the Portfolio. Subject to the Board’s discretion,
the Advisor will monitor the Portfolio’s total assets and may decide to close any of the Portfolio at any time to new investments
or to new accounts due to concerns that a significant increase in the size of a Portfolio may adversely affect the implementation of the
Portfolio’s investment strategy. Subject to the Board’s discretion, once closed, the Advisor may also choose to reopen a Portfolio
to new investments at any time, and may subsequently close such Portfolio again should concerns regarding the Portfolio’s size recur.
If a Portfolio closes to new investments, generally that Portfolio would be offered only to certain existing shareholders of the Portfolio
and certain other persons, who may be generally subject to cumulative, maximum purchase amounts.
The
Fund, however, reserves the right to reopen a closed Portfolio to new investments from time to time at its discretion.
Redemption
of Shares
You
may redeem Institutional or Advisor shares of the Portfolio at any time, without cost, at the NAV per share next determined after the
Fund’s transfer agent receives your redemption order. Generally, a properly signed written order is all that is required. If you
wish to redeem your shares, you should contact Glenmede Trust by telephone or facsimile or contact your Institution.
You
will typically be paid your redemption proceeds within one business day after the Fund’s transfer agent receives your redemption
order in proper form; however, payment of redemption proceeds may take up to seven days. The Fund may suspend the right of redemption
or postpone the date of payment under any emergency circumstances as determined by the SEC.
Redemption
proceeds are typically paid in cash from the proceeds of the sale of portfolio securities. The Fund also maintains credit facilities that
serve as additional sources of liquidity for meeting redemption requests. The Fund also has the right to limit each shareholder to cash
redemptions of $250,000 or 1% of such Portfolio’s NAV, whichever is less, within a 90-day period or, subject to the approval of
the Board of Directors, in other circumstances identified by the Advisor. Any additional redemption proceeds would be made in readily
marketable securities (“in-kind redemptions”). In-kind redemptions may be in the form of pro-rata slices of the Portfolio’s
portfolio, individual securities or a representative basket of securities in conformity with applicable rules of the SEC and the Fund’s
Policy and Procedures Related to the Processing of In-Kind Redemptions. A shareholder will be exposed to market risk until the readily
marketable securities are converted to cash, generally will incur brokerage charges on the sale of portfolio securities so received in
the payment of redemptions and may incur other transaction expenses in converting these securities to cash. These redemption methods are
used regularly and may also be used in stressed market conditions.
Frequent
Purchases and Redemptions of Portfolio Shares
Mutual
fund market timing involves the frequent purchase and redemption of shares of mutual funds within short periods of time with the intention
of capturing short-term profits resulting from market volatility. Market timing may disrupt portfolio management strategies; harm the
performance of the Portfolio; dilute the value of Portfolio shares held by long-term shareholders; increase brokerage and administrative
costs; and for the Portfolio that invests to a significant extent in foreign securities, foster time-zone arbitrage.
The
Fund does not knowingly accommodate frequent purchases and redemptions of Portfolio shares by shareholders. Pursuant to a policy adopted
by the Board to discourage market timing of the Portfolio’s shares, the Fund has established the following procedures designed to
discourage market timing of the Portfolio. The Fund will enforce its policies and procedures to discourage market timing of the Portfolio’s
shares equitably on all shareholders. There is no guarantee that the Fund will be able to identify individual shareholders who may be
market timing the Portfolio or curtail its trading activity in every instance, particularly if they are investing through financial intermediaries.
Shares
of the Portfolio may be sold through omnibus account arrangements with financial intermediaries. Omnibus account information generally
does not identify the underlying investors’ trading activity on an individual basis. In an effort to identify and deter market timing
in omnibus accounts, Glenmede Trust and the Advisor periodically review trading activity at the omnibus level and will seek to obtain
underlying account trading activity information from the financial intermediaries when, in their judgment, the trading activity suggests
possible market timing. Requested information
relating
to trading activity will be reviewed to identify accounts that may be engaged in excessive trading based on criteria established by Glenmede
Trust or the Advisor, as applicable. If this information shows that an investor’s trading activity suggests market timing, Glenmede
Trust or the Advisor, as applicable, will contact the financial intermediary and follow its procedures, including but not limited to,
warnings, restricting the account from further trading and/or closing the account. Financial intermediaries may also monitor their customers’
trading activities in the Portfolio using criteria that may differ from the criteria established by Glenmede Trust and the Advisor and
there is no assurance that the procedures used by the financial intermediaries will be able to curtail excessive trading. If a third-party
financial intermediary does not provide underlying account trading activity information upon request, Glenmede Trust or the Advisor, as
applicable, will determine what action to take, including terminating the relationship with the financial intermediary.
DIVIDENDS
AND DISTRIBUTIONS
The
Portfolio normally distributes substantially all of its net investment income to shareholders in the form of a quarterly dividend.
The
Portfolio normally distributes any realized net capital gains at least once a year.
Dividends
and capital gains distributions are paid in cash or reinvested in additional shares at the option of the shareholder.
ADDITIONAL
INFORMATION ABOUT TAXES
The
following is a summary of certain United States tax considerations relevant under current law, which may be subject to change in the future.
Except where otherwise indicated, the discussion relates to investors who are individual United States citizens or residents. You should
consult your tax adviser for further information regarding Federal, state, local and/or foreign tax consequences relevant to your specific
situation. Additional information about taxes is contained in the SAI.
Distributions
The
Portfolio contemplates distributing as dividends each year all or substantially all of its taxable income, including its net capital gain
(the excess of net long-term capital gain over net short-term capital loss). Except as discussed below, you will be subject to Federal
income tax on Portfolio distributions regardless of whether they are paid in cash or reinvested in additional shares. Portfolio distributions
attributable to short-term capital gains and net investment income will generally be taxable to you as ordinary income, except as discussed
below.
Distributions
attributable to the net capital gain of the Portfolio will be taxable to you as long-term capital gain, no matter how long you have owned
your Portfolio shares. The maximum long-term capital gain rate applicable to individuals, estates, and trusts is currently 23.8% (which
includes a 3.8% Medicare tax). You will be notified annually of the tax status of distributions to you.
Distributions
of “qualifying dividends” will also generally be taxable to you at long-term capital gain rates, as long as certain requirements
are met. In general, if 95% or more of the gross income of the Portfolio (other than net capital gain) consists of dividends received
from domestic corporations or “qualified” foreign corporations (“qualifying dividends”), then all distributions
paid by the Portfolio to individual shareholders will be taxed at long-term capital gain rates. But if less than 95% of the gross income
of a Portfolio (other than net capital gain) consists of qualifying dividends, then distributions paid by the Portfolio to individual
shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by the Portfolio. For the
lower rates to apply, you must have owned your Portfolio shares for at least 61 days during the 121-day period beginning on the date that
is 60 days before the Portfolio’s ex-dividend date (and the Portfolio will need to have met a similar holding period requirement
with respect to the shares of the corporation paying the qualifying dividend). The amount of the Portfolio’s distributions that
qualify for this favorable treatment may be reduced as a result of the Portfolio’s securities lending activities, if any, certain
options transactions, if any, a high portfolio turnover rate or investments in debt securities or “non-qualified” foreign
corporations.
Distributions
from the Portfolio will generally be taxable to you in the taxable year in which they are paid, with one exception. Distributions declared
by the Portfolio in October, November or December and paid in January of the following year are taxed as though they were paid on December
31.
A
portion of distributions paid by the Portfolio to shareholders who are corporations may also qualify for the dividends-received deduction
for corporations, subject to certain holding period requirements and debt financing limitations. The amount of the dividends qualifying
for this deduction may, however, be reduced as a result of the Portfolio’s securities lending activities, if any, by a high portfolio
turnover rate, or by investments in non-U.S. corporations.
If
you purchase shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will
be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a
return of capital. This adverse tax result is known as “buying into a dividend.”
Sales
and Redemptions
You
will generally recognize taxable gain or loss for Federal income tax purposes on a sale or redemption of your shares based on the difference
between your tax basis in the shares and the amount you receive for them. Generally, you will recognize long-term capital gain or loss
if you have held your Portfolio shares for over 12 months at the time you dispose of them.
Certain
special tax rules may apply to losses realized in some cases. Any loss realized on shares held for six months or less will be treated
as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized
on a disposition of shares of the Portfolio may be disallowed under “wash sale” rules to the extent the shares disposed of
are replaced with other shares of the same Portfolio within a period of 61 days beginning 30 days before and ending 30 days after
the shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Portfolio. If disallowed, the loss will be reflected
in an upward adjustment to the basis of the shares acquired.
For
shares acquired on or after January 1, 2012, the Portfolio (or relevant broker or financial advisor) is required to compute and report
to the Internal Revenue Service (“IRS”) and furnish to Portfolio shareholders cost basis information when such shares are
sold. The Portfolio has elected to use the average cost method, unless you instruct the Portfolio to use a different IRS- accepted cost
basis method or you choose to specifically identify your shares at the time of each sale. If your account is held by your broker or other
financial advisor, they may select a different cost basis method. In these cases, please contact your broker or other financial advisor
to obtain information with respect to the available methods and elections for your account. You should carefully review the cost basis
information provided by the Portfolio and make any additional basis, holding period or other adjustments that are required when reporting
these amounts on your Federal and state income tax returns. Portfolio shareholders should consult with their tax advisors to determine
the best IRS- accepted cost basis method for their tax situation and to obtain more information about how the cost basis reporting requirements
apply to them.
IRAs
and Other Tax-Qualified Plans
The
one major exception to the preceding tax principles is that distributions on, and sales and redemptions of, shares held in an IRA (or
other tax-qualified plan) will not be currently taxable unless it borrowed to acquire the shares.
Backup
Withholding
The
Portfolio may be required in certain cases to withhold and remit to the IRS a percentage of taxable dividends or gross proceeds realized
upon sale payable to shareholders who have failed to provide a correct tax identification number in the manner required, who are subject
to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, or who have failed
to certify to the Portfolio that they are not subject to backup withholding when required to do so or that they are “exempt recipients.”
The current backup withholding rate is 24%.
U.S.
Tax Treatment of Foreign Shareholders
Generally,
nonresident aliens, foreign corporations and other foreign investors are subject to 30% withholding tax on dividends paid by a U.S. corporation,
although the rate may be reduced for an investor that is a qualified resident of a foreign country with an applicable tax treaty with
the United States. In the case of regulated investment companies such as the Portfolio, however, certain categories of dividends are exempt
from the 30% withholding tax. These generally include dividends attributable to the Portfolio’s net capital gains (the excess of
net long-term capital gains over net short-term capital losses), dividends attributable to the Portfolio’s interest income from
U.S. obligors and dividends attributable to net short-term capital gains of the Portfolio.
Foreign
shareholders will generally not be subject to U.S. tax on gains realized on the sale or redemption of shares in the Portfolio, except
that a nonresident alien individual who is present in the United States for 183 days or more in a calendar year will be taxable on such
gains and on capital gain dividends from the Portfolio.
In
contrast, if a foreign investor conducts a trade or business in the United States and the investment in the Portfolio is effectively connected
with that trade or business, then the foreign investor’s income from the Portfolio will generally be subject to U.S. Federal income
tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.
The
Portfolio will also generally be required to withhold 30% tax on certain payments to foreign entities that do not provide a Form W-8BEN-E
that evidences their compliance with, or exemption from, specified information reporting requirements under the Foreign Account Tax Compliance
Act.
All
foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment
in the Portfolio.
State
and Local Taxes
You
may also be subject to state and local taxes on distributions, sales and redemptions. State income taxes may not apply, however, to the
portions of the Portfolio’s distributions, if any, that are attributable to interest on U.S. Government securities. You should consult
your tax adviser regarding the tax status of distributions in your state and locality.
ADDITIONAL
INFORMATION ABOUT MANAGEMENT OF THE PORTFOLIO
Investment
Advisor
Glenmede
Investment Management LP, with principal offices at One Liberty Place, 1650 Market Street, Suite 4000, Philadelphia, Pennsylvania 19103,
serves as investment advisor to the Portfolio. The Advisor, a limited partnership, is wholly-owned by Glenmede Trust. As of December 31,
2024, the Advisor oversaw approximately $7.1 billion in assets.
Under
Investment Advisory Agreement with the Fund, the Advisor, subject to the control and supervision of the Board and in conformance with
the stated investment objective and policies of the Portfolio, manages the investment and reinvestment of the assets of the Portfolio.
It is the responsibility of the Advisor to make investment decisions for the Portfolio and to place the Portfolio’s purchase and
sale orders.
For
the fiscal year ended October 31, 2024, the Portfolio paid management fees to the Advisor for its investment advisory services, calculated
daily and paid monthly, at the following annual percentage rates of the Portfolio’s average daily net assets, as shown in the following
table.
|
|
|
|
|
|
SMID
Core Equity Portfolio |
|
|
0.55%* |
|
|
|
|
|
|
*
|
The Advisor has
contractually agreed to waive its fees and/or reimburse expenses to the extent that the Portfolio’s Institutional Shares
and Advisor Shares annual total operating expenses exceed 0.65% and 0.85%, respectively, of such Portfolio’s average daily
net assets (excluding Acquired Fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes). The Advisor
has contractually agreed to these waivers and/or reimbursements, which may not be terminated without the approval of the Board,
until at least September 2, 2026. Shareholders will be notified if these waivers and/or reimbursements are discontinued
after that date. |
A
discussion regarding the Board’s basis for renewing the Investment Advisory Agreement is available in the Fund’s financial
statements on Form N-CSR for the fiscal year ended October 31, 2024.
Shareholders
in the Portfolio who are clients of Glenmede Trust, or its Affiliates, pay fees which vary, depending on the capacity in which Glenmede
Trust or its Affiliate provides fiduciary and investment services to the particular Client (e.g., personal trust, estate settlement, advisory
and custodian services) (“Client Fees”). Glenmede Trust and its Affiliates currently intend to exclude the portion of their
Clients’ assets invested in the Portfolio when calculating Client Fees. Shareholders in the Portfolio who are customers of other
Institutions may pay fees to those Institutions.
The
Advisor and/or Glenmede Trust may pay additional compensation from time to time, out of their assets, and not as an additional charge
to the Portfolio, to selected Institutions that provide services to the Institution’s customers who are beneficial owners of the
Portfolio and other persons in connection with servicing and/or sales of Portfolio shares and other accounts managed by the Advisor or
Glenmede Trust.
Jordan
L. Irving, Portfolio Manager of the Advisor, manages the SMID Core Equity Portfolio along with Matthew F. Shannon, CFA, Portfolio Manager
of the Advisor. Mr. Irving has been responsible for the management of the SMID Core Equity Portfolio since September 2025.
Mr. Irving has been employed by the Advisor as a portfolio manager since 2017. Prior to joining the Advisor, Mr. Irving served as a founding
partner and portfolio manager at Irving Magee Investment Management LLC, and prior to that served as a senior portfolio manager for both
large and small capitalization value equity strategies at Macquarie Investment Management. Mr. Shannon has been responsible for the management
of the SMID Core Equity Portfolio since September 2025. Mr. Shannon has been employed by the Advisor since 2014. Prior to that time,
Mr. Shannon served as a portfolio management associate for Glenmede Trust.
The
SAI provides additional about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers, and the Portfolio
Managers’ ownership of securities in the Portfolio.
If
you have any questions regarding the Portfolio, contact the Fund at the address or telephone number stated on the back cover page.
The
financial highlights table is intended to help you understand the Portfolio’s financial performance for the past 5 years.
As of the date of this Prospectus, Institutional Class shares of the Portfolio had not been offered to investors and therefore financial
highlights are not available for those shares. The financial highlights tables shown below reflect the financial performance of the Portfolio’s
existing Advisor Class shares and are intended to provide a long-term perspective as to the Portfolio’s financial history.
Certain information reflects financial results for a single Advisor Class share of the Portfolio. The total returns in the table
represent the rate that an investor would have earned or lost on an investment in Advisor Class shares of the Portfolio (assuming
reinvestment of all dividends and distributions). The information for the fiscal year ended October 31, 2024 has been audited by Cohen
& Company, Ltd., the Fund’s independent registered public accounting firm, whose
report, along with the Portfolio’s financial statements, is included in the Annual Report, which is available upon request. Information
for the fiscal years ended October 31, 2023, 2022, 2021 and 2020 was audited by another independent registered public accounting
firm. The information for the six-month period ended April 30, 2025 is included in the
Semi-Annual Report, which is available upon request. This information along with the Portfolio’s financial statements, is included
in the Semi-Annual Report, which is available upon request.
SMID
Core Equity Portfolio – Advisor Shares
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$17.19 |
|
|
$13.82 |
|
|
$13.70 |
|
|
$19.27 |
|
|
$13.52 |
|
|
$13.98
|
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income2 |
|
|
0.06 |
|
|
0.15 |
|
|
0.15 |
|
|
0.19 |
|
|
0.18 |
|
|
0.16
|
Net
realized and unrealized gain (loss) on
investments |
|
|
(0.54) |
|
|
4.03 |
|
|
0.41 |
|
|
(2.33) |
|
|
5.75 |
|
|
(0.47)
|
Total
from investment operations |
|
|
(0.48) |
|
|
4.18 |
|
|
0.56 |
|
|
(2.14) |
|
|
5.93 |
|
|
(0.31)
|
Distributions
to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
(0.06) |
|
|
(0.16) |
|
|
(0.16) |
|
|
(0.19) |
|
|
(0.18) |
|
|
(0.15)
|
Net
realized capital gains |
|
|
(2.01) |
|
|
(0.65) |
|
|
(0.28) |
|
|
(3.24) |
|
|
— |
|
|
—
|
Total
distributions |
|
|
(2.07) |
|
|
(0.81) |
|
|
(0.44) |
|
|
(3.43) |
|
|
(0.18) |
|
|
(0.15)
|
Net
asset value, end of period |
|
|
$14.64 |
|
|
$17.19 |
|
|
$13.82 |
|
|
$13.70 |
|
|
$19.27 |
|
|
$13.52
|
Total
return3 |
|
|
(3.71)%4 |
|
|
31.05% |
|
|
4.14% |
|
|
(13.15)% |
|
|
43.94% |
|
|
(2.15)%
|
Ratios
to average net assets/ Supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, at end of period (in 000s) |
|
|
$19,742 |
|
|
$22,857 |
|
|
$19,515 |
|
|
$22,172 |
|
|
$27,887 |
|
|
$21,678 |
Ratio
of operating expenses before waiver/reimbursement
to average net assets |
|
|
1.22%5 |
|
|
1.16% |
|
|
1.06% |
|
|
1.05% |
|
|
1.04% |
|
|
1.08%
|
Ratio
of operating expenses after waiver/
reimbursement
to average net assets |
|
|
0.85%5 |
|
|
0.85%6 |
|
|
0.85% |
|
|
0.85%6 |
|
|
0.85%6 |
|
|
0.85%
|
Ratio
of net investment income to average net assets |
|
|
0.77%5 |
|
|
0.93% |
|
|
1.04% |
|
|
1.27% |
|
|
1.01% |
|
|
1.19%
|
Portfolio
turnover rate |
|
|
51%4 |
|
|
80% |
|
|
83% |
|
|
105% |
|
|
81% |
|
|
105% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
Per
share net investment income (loss) has been calculated using the average shares outstanding during the period. |
3
|
The
Total Return reflects fee waivers and/or expense reimbursements in effect and would have been lower in their absence. |
6
|
The
ratio of operating expenses after waiver/reimbursement excluding interest expense was 0.85%, 0.85% and 0.85% for the years ended
October 31, 2024, 2022 and 2021, respectively. |
Where
to find more information
More
Portfolio information is available to you upon request and without charge:
Annual
and Semi-Annual Report
The
Annual and Semi-Annual Reports provide additional information about the Portfolio’s investments. The Annual Report also contains
a discussion of the market conditions and investment strategies that significantly affected the Portfolio’s performance during the
last fiscal year.
Statement
of Additional Information (“SAI”)
The
SAI includes additional information about the Portfolio’s investment policies, organization and management. It is legally part of
this Prospectus (it is incorporated by reference).
You
can get free copies of the Portfolio’s Annual Report, Semi-Annual Report or SAI by calling or writing to the address shown below.
These documents are also available on Glenmede Investment Management LP’s website at www.glenmedeim.com.
To
reduce the volume of mail you receive, only one copy of financial reports, prospectuses, other regulatory materials and other communications
will be mailed to your household (if you share the same last name and address). You can call us at 1-800-442-8299, or write to us at the
address listed below, to request (1) additional copies free of charge, or (2) that we discontinue our practice of mailing regulatory materials
together.
You
may also request other information about the Portfolio, and make inquiries as follows:
Write
to:
The
Glenmede Fund, Inc.
1650
Market Street
Suite
4000
Philadelphia,
PA 19103
By
phone:
1-800-442-8299
Reports
and other information about the Portfolio are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.
Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address:
[email protected].
The
Glenmede Fund, Inc.’s Investment Company Act File No. is 811-05577.
The
third-party marks appearing above are the marks of their respective owners.
(800)
442-8299
STATEMENT
OF ADDITIONAL INFORMATION
September 2,
2025
This
Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with The Glenmede Fund,
Inc.’s (“Glenmede Fund” or the “Fund”) Prospectus dated September 2,
2025, as amended or supplemented from time to time (the “Prospectus”). This SAI is for the SMID Core Equity Portfolio (formerly,
Women in Leadership U.S. Equity Portfolio) Advisor Shares (GTLOX) and Institutional Shares (GWTLX)
(the “Portfolio”). No investment in shares of the Portfolio should be made without first reading the Prospectus of the
Portfolio. This SAI is incorporated by reference in its entirety into the Prospectus. The Fund’s audited financial statements
and financial highlights appearing in the
2024 Annual Financial Statements are incorporated
by reference into this SAI. No other parts of the Annual Financial Statements is incorporated by reference herein. The Fund’s
unaudited Financial Statements for the six-month period ended April 30, 2025, and the
financial highlights for each of the respective periods presented, appearing in the
2025 Semi-Annual Financial Statements, are incorporated by reference in this SAI. No other parts of the 2025 Semi-Annual Financial Statements are
incorporated herein. A copy of the Fund’s Prospectus, Annual Financial Statements and Semi-Annual Financial Statements are available
without charge, upon request, by calling the Fund at the above telephone number.
Capitalized
terms used in this SAI and not otherwise defined have the same meanings given to them in the Fund’s Prospectus.
The
Glenmede Fund was organized as a Maryland corporation on June 30, 1988. The Glenmede Fund’s Articles of Incorporation, as amended,
authorize its Board of Directors (the “Board” and the members thereof, “Directors”) to issue 6,000,000,000 shares
of common stock, with a $.001 par value. The Board has the power to subdivide these shares into one or more investment portfolios from
time to time. The Board also has the power to designate separate classes of shares within the same Portfolio. As of the date hereof, the
Glenmede Fund is offering shares of 14 Portfolios: Equity Income Portfolio, Global Secured Options Portfolio (Advisor Shares and Institutional
Shares), Disciplined International Equity Portfolio (Advisor Shares and Institutional Shares), Disciplined U.S. Equity Portfolio (Advisor
Shares and Institutional Shares), Disciplined U.S. Growth Equity Portfolio (Advisor Shares and Institutional Shares), Long/Short Equity
Portfolio (Advisor Shares and Institutional Shares), Disciplined U.S. Value Equity Portfolio, Disciplined U.S. Small Cap Equity Portfolio
(Advisor Shares and Institutional Shares), Environmental Accountability Portfolio, Secured Options Portfolio (Advisor Shares and Institutional
Shares), Small Cap Equity Portfolio (Advisor Shares and Institutional Shares), Strategic Equity Portfolio, Total Market Plus Equity Portfolio
and SMID Core Equity Portfolio (formerly, the Women in Leadership U.S. Equity Portfolio) (Advisor Shares and Institutional Shares). This
SAI relates to the SMID Core Equity Portfolio only.
The
Fund is an open-end, management investment company and each Portfolio of the Glenmede Fund is “diversified” as defined in
Section 5(b) the Investment Company Act of 1940, as amended (the “1940 Act”).
The
following investment strategies supplement those set forth in the Fund’s Prospectus. Unless specified below and except as described
under “Investment Limitations,” the following investment strategies are not fundamental and the Board may change such strategies
without shareholder approval.
SMID
Core Equity Portfolio
From
time to time, Glenmede Investment Management LP (“GIM” or the “Advisor”) may revise its equity computer model
programs to try to maintain or enhance the Portfolio’s performance.
The
SMID Core Equity Portfolio intends to remain, for the most part, fully invested in equity securities which may include, as a non-principal
investment, American Depositary Receipts (“ADRs”) listed on the New York Stock Exchange (“NYSE”).
The
SMID Core Equity Portfolio will not engage in “market timing” transactions. However, for temporary defensive purposes, the
Portfolio may invest a portion of its assets (up to 20%) in short- term money market instruments issued by U.S. or foreign issuers, denominated
in dollars or any foreign currency, including short-term certificates of deposit (including variable rate certificates of deposit), time
deposits with a maturity no greater than 180 days, bankers’ acceptances, commercial paper rated A-1 by S&P Global Ratings (“S&P”)
or Prime-1 by Moody’s Investors Service, Inc. (“Moody’s”), or in similar money market securities.
COMMON
INVESTMENT POLICIES AND RISKS
Borrowing
As
a temporary measure for extraordinary or emergency purposes, the Portfolio may borrow money from banks in amounts not exceeding one-third
of total assets. The Portfolio will not borrow money for speculative purposes. If the market value of the Portfolio’s securities
should decline, the Portfolio may experience difficulty in repaying the borrowing.
As
required by the 1940 Act, the Portfolio must maintain continuous asset coverage (total assets, including assets acquired with borrowed
funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of the Portfolio’s
assets should fail to meet this 300% coverage test, the Portfolio, within three days (not including Sundays and holidays), will reduce
the amount of its borrowings to the extent necessary to meet this 300% coverage. Maintenance of this percentage limitation may result
in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do
so. Borrowing of securities in connection with
short
sales and derivative transactions such as options, futures and swaps are not subject to this limitation. The Portfolio is authorized to
pledge portfolio securities to the lender as collateral in connection with any borrowings. Reverse repurchase agreements constitute borrowings,
and leverage is a related risk.
Moreover,
interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the
borrowed funds. Unless profits on assets acquired with borrowed funds exceed the costs of borrowing, the use of borrowing will diminish
the investment performance of the Portfolio. Under adverse conditions, the Portfolio may have to sell portfolio securities to meet interest
or principal payments at a time investment considerations would not favor such sales. The Portfolio may lose money as a result of its
borrowing activities. Lastly, the interests of persons with whom the Portfolio enters into leverage arrangements will not necessarily
be aligned with the interests of such Portfolio’s shareholders and such persons will have claims on the Portfolio’s assets
that are senior to those of the Portfolio’s shareholders.
Credit
Risks
Because
the Portfolio may invest in fixed-income securities, it is subject to “credit risk” — the risk that an issuer will be
unable or unwilling to make principal and interest payments when due. U.S. Government securities are generally considered to be the safest
type of investment in terms of credit risk. Municipal obligations generally rank between U.S. Government securities and corporate debt
securities in terms of credit safety. Corporate debt securities, particularly those rated below investment grade, may present the highest
credit risk.
Depositary
Receipts
The
Portfolio may invest in ADRs. Depositary receipts are receipts, typically issued by a bank or trust company, which evidence ownership
of underlying securities issued by a foreign corporation. ADRs are depositary receipts issued in registered form by a U.S. bank or trust
company evidencing ownership of underlying securities issued by a foreign company. ADRs may be listed on a national securities exchange
or may be traded in the over-the-counter (“OTC”) market. ADR prices are denominated in U.S. dollars although the underlying
securities are denominated in a foreign currency.
Generally,
depositary receipts in registered form are designed for use in the U.S. securities market and depositary receipts in bearer form are designed
for use in securities markets outside the United States. Depositary receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted.
Investments
in ADRs involve risks similar to those accompanying direct investments in foreign securities.
Exchange-Traded
Funds
The
Portfolio may invest in shares of registered open-end or closed-end investment companies, including exchange- traded funds (“ETFs”).
Some ETFs seek to track the performance of a particular market index, and are a type of index fund bought and sold on a securities exchange.
These indices include not only broad-market indices but more narrowly-based indices as well, including those relating to particular sectors,
markets, regions or industries. ETF and listed closed-end fund shares are traded like traditional equity securities on a national securities
exchange or NASDAQ National Market System. The Portfolio may purchase ETF shares as a way of gaining exposure to the segments of the equity
or fixed-income markets represented by the ETF’s portfolio instead of buying those portfolio securities directly. ETF shares enjoy
several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly than futures.
In addition, ETF shares can be purchased for smaller sums and offer exposure to market sectors and styles for which there is no suitable
or liquid futures contract. Because most ETFs are investment companies, the Portfolio’s purchase of ETF shares generally are subject
to the percentage limitations and risks described below under “Investment Company Securities.”
An
investment in an ETF or a closed-end fund generally presents the same primary risks as an investment in a conventional open-end fund (i.e.,
one that is not exchange traded) that has the same investment objectives, strategies, and policies. The price of an ETF or a closed-end
fund can fluctuate within a wide range, and the Portfolio could lose money investing in such a fund if the prices of the stocks owned
by it go down. In addition, ETFs and listed closed-end funds are subject to the following risks that do not apply to conventional open-end
funds: (i) the market price of their shares may trade
at
a discount to their net asset value (“NAV”); (ii) an active trading market for their shares may not develop or be maintained;
or (iii) trading of their shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are
delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock
prices) halts stock trading generally.
Fixed-Income
Securities
The
Portfolio may invest in fixed-income securities, which are used by issuers to borrow money. Bonds, notes, debentures, asset-backed securities
(including those backed by mortgages), and loan participations and assignments are common types of debt securities. Generally, issuers
pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity.
Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and
their values accrete over time to face value at maturity. Some debt securities bear interest at rates that are not fixed, but that vary
with changes in specified market rates or indices. The market prices of debt securities fluctuate depending on such factors as interest
rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and, conversely, increase
when interest rates fall. These fluctuations will generally be greater for longer-term debt securities than for shorter-term debt securities.
Debt
securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during
an economic downturn or a period of rising interest rates, issuers that are highly leveraged may experience increased financial stress
that could adversely affect their ability to meet projected business goals, to obtain additional financing and to service their principal
and interest payment obligations. Periods of economic change and uncertainty also can be expected to result in increased volatility of
market prices and yields of certain debt securities and derivative instruments. For example, during the financial crisis of 2007-2009,
the Federal Reserve implemented several economic policies that impacted interest rates and the market.
These
policies, as well as potential actions by governmental entities both in and outside of the U.S., may expose fixed-income markets to heightened
volatility and may reduce liquidity for certain investments, which could cause the value of the Portfolio to decline. Prices of debt securities
can also be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other
assets or indices.
Debt
securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate market, the Portfolio
would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt
security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the Portfolio may incur
losses or expenses in seeking recovery of amounts owed to it.
There
may be little trading in the secondary market for particular debt securities, which may affect adversely the Portfolio’s ability
to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the value and/or liquidity of debt securities.
Fixed-income
securities are subject to “credit risk” — the risk that an issuer will be unable or unwilling to make principal and
interest payments when due. U.S. Government securities are generally considered to be the safest type of investment in terms of credit
risk. Municipal obligations generally rank between U.S. Government securities and corporate debt securities in terms of credit safety.
Corporate debt securities, particularly those rated below investment grade, may present the highest credit risk. The Advisor attempts
to reduce the risks described above through diversification of Portfolio investments and by credit analysis of each issuer, as well as
by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that it will be successful
in doing so.
Credit
ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market
value risk. The rating of an issuer is a rating agency’s view of past and future potential developments related to the issuer and
may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a
rating is assigned and updated. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness
may also affect the value of the Portfolio investment in that issuer.
Bond
rating agencies may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the
rating category. Investment policies that are based on ratings categories should be read to include any security within that category,
without giving consideration to the modifier except where otherwise provided. See Appendix A to this SAI for more information about credit
ratings.
Foreign
Securities
The
Portfolio may invest in ADRs listed on the NYSE. Such investments may involve higher costs than investments in U.S. securities, including
higher transaction costs and additional taxes by foreign governments. Foreign investments may also present additional risks associated
with currency exchange rates, differences in accounting, auditing and financial reporting standards, holding securities in domestic and
foreign custodian banks and depositories, less complete financial information about the issuers, less market liquidity, and political
instability. Future political and economic developments, the possible imposition of withholding taxes on dividends, the possible seizure
or nationalization of foreign holdings, the possible establishment of exchange controls, or the adoption of other governmental restrictions,
might adversely affect the payment of dividends or principal and interest on foreign obligations. The Public Company Accounting Oversight
Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign countries. Investors
in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud
claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign
issuers or foreign persons is limited.
Foreign
securities markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements
have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when assets of the Portfolio are uninvested and no return is earned. The inability of the
Portfolio to make intended security purchases due to these and other settlement problems could cause such Portfolio to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result in losses to the Portfolio
due to subsequent declines in value of the portfolio security or, if the Portfolio has entered into a contract to sell the security, could
result in possible liability to the purchaser. Additionally, the Portfolio may encounter difficulties or be unable to pursue legal remedies
and obtain judgments in foreign courts.
Although
the Portfolio is permitted to invest in securities denominated in foreign currencies, the Portfolio’s value its securities and other
assets in U.S. dollars. As a result, the NAV of the Portfolio’s shares may fluctuate with U.S. dollar exchange rates as well as
with price changes of the Portfolio’s securities in the various local markets and currencies. Thus, an increase in the value of
the U.S. dollar compared to the currencies in which the Portfolio makes its investments could reduce the effect of increases and magnify
the effect of decreases in the prices of the Portfolio’s securities in their local markets. Conversely, a decrease in the value
of the U.S. dollar will have the opposite effect of magnifying the effect of increases and reducing the effect of decreases in the prices
of the Portfolio’s securities in its local markets. In addition to favorable and unfavorable currency exchange rate developments,
the Portfolio is subject to the possible imposition of exchange control regulations or freezes on convertibility of currency.
International
war or conflicts (including Russia’s invasion of Ukraine, as described below) and geopolitical events in foreign countries, along
with instability in regions such as Asia, Eastern Europe and the Middle East, possible terrorist attacks in the United States or around
the world, and other similar events could adversely affect the U.S. and foreign financial markets. As a result, whether or not the Portfolio
invests in securities located in or with significant exposure to the countries directly affected, the value and liquidity of the Portfolio’s
investments may be negatively impacted. Further, due to closures of certain markets and restrictions on trading certain securities, the
value of certain securities held by the Portfolio could be significantly impacted.
European
countries can be significantly affected by the tight fiscal and monetary controls that the European Economic and Monetary Union (“EMU”)
imposes on its members. Europe’s economies are diverse, its governments are decentralized, and its cultures vary widely. Several
European Union (“EU”) countries have faced budget issues, some of which may have negative long-term effects for the economies
of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination
of fiscal and wage policy among EMU member countries. Member countries are required to maintain tight control over inflation, public debt,
and budget deficit to qualify for membership in the EMU. These requirements can severely limit the ability of EMU member countries to
implement monetary policy to address regional economic conditions.
In
2016, the United Kingdom (the “UK”) held a referendum election and voters elected to withdraw from the EU (commonly referred
to as “Brexit”). On January 31, 2020, the UK officially withdrew from the EU and the two sides entered a transition phase
that ended on December 31, 2020. On December 24, 2020, the UK and EU finalized a new trade deal with no tariffs or quotas on products,
regulatory and customs cooperation mechanisms as well as provisions ensuring a level
playing
field for open and fair competition. In March 2021, the UK and EU put in place a regulatory dialogue on financial systems based on a separate
memorandum of understanding. The agreement governs the new relationship between the UK and EU with respect to trading goods and services,
but critical aspects of the relationship remain unresolved and subject to further negotiation and agreement. The full scope and nature
of the consequences of Brexit are not at this time known and are unlikely to be known for a significant period of time. It is also unknown
whether the UK’s exit will increase the likelihood of other countries also departing the EU. Any additional exits from the EU, or
the possibility of such exits, may have a significant impact on the UK, Europe, and global economies, which may result in increased volatility
and illiquidity, new legal and regulatory uncertainties and potentially lower economic growth for such economies that could potentially
have an adverse effect on the value of the Portfolio’s investments.
Other
economic challenges facing Europe include high levels of public debt, significant rates of unemployment, aging populations, mass migrations
from the Middle East and Africa and heavy regulation in certain economic sectors. European governments have taken unprecedented steps
to respond to the economic crises and to boost growth in the region, which has increased the risk that regulatory uncertainty could negatively
affect the Portfolio’s investments. In addition, in February 2022, Russia commenced a military attack on Ukraine. The outbreak
of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and
global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural
gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could
have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely
as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions
and any related events could have a significant impact on the Portfolio’s performance and the value of the Portfolio’s investments,
even beyond any direct exposure the Portfolio may have to issuers located in these countries. The ultimate effects of these events and
other socio-political or geopolitical issues are not known but could profoundly affect global economies and markets. The impact of these
actions, especially if they occur in a disorderly fashion, is not clear, but could be significant and far-reaching.
Illiquid
Investments
The
Portfolio will not invest more than 15% of its respective net assets in investments that are illiquid. These investments are subject to
the risk that should the Portfolio need to dispose of such investments, there may not be a ready market or the Portfolio may have to sell
such investments at an undesirable price. Illiquid investments are any investment that the Portfolio reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the
market value of the investment (including repurchase agreements in excess of seven days).
Pursuant
to Rule 22e-4 under the 1940 Act, the Portfolio has established a liquidity risk management program. If the limitation on illiquid securities
is exceeded, other than by a change in market values, the condition will be reported to the Board and, when required, to the SEC.
Indexed
Securities
An
indexed security is an instrument whose price is indexed to the price of another security, security index, currency, or other financial
indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic.
The
performance of indexed securities depends to a great extent on the performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also subject to the credit risks associated with the issuer of the security,
and their values may decline substantially if the issuer’s creditworthiness deteriorates. Recent issuers of indexed securities have
included banks, corporations, and certain U.S. Government agencies.
Interest
Rate Risks
The
Portfolio may invest in fixed-income securities. Generally, a fixed-income security will increase in value when interest rates fall and,
conversely, decrease in value when interest rates rise. Longer-term securities are generally more
sensitive
to interest rate changes than shorter-term securities, but they usually offer higher yields to compensate investors for the greater risks.
The risks associated with changing interest rates are heightened under current market conditions given that interest rates in the United
States and many other countries have fluctuated in recent periods and may continue to change in the foreseeable future. If interest rates
are raised again in the future, the Portfolio’s yield may not increase proportionately, and the maturities of fixed-income securities
that have the ability to be prepaid or called by the issuer may be extended. Changes in market conditions and government action may have
adverse effects on investments, volatility, and liquidity in debt markets and any negative impact on fixed-income securities could be
swift and significant, potentially negatively impacting the Portfolio’s performance. A general rise in interest rates may cause
investors to move out of fixed-income securities on a large scale, which could adversely affect the price and liquidity of fixed-income
securities. Substantial redemptions from bond and other income funds may worsen that impact. Dividend paying and other types of equity
securities also may be adversely affected from an increase in interest rates.
Investment
Company Securities
The
Portfolio may invest in securities issued by other open-end or closed-end investment companies, including ETFs. The Portfolio may invest
in securities issued by such other investment companies to the extent permitted by the 1940 Act. Under the 1940 Act, the Portfolio’s
investment in such securities currently is limited to, subject to certain exceptions: (i) 3% of the total voting stock of any one investment
company; (ii) 5% of the Portfolio’s total assets with respect to any one investment company; and (iii) 10% of the Portfolio’s
total assets with respect to investment companies in the aggregate. Investments in the securities of other investment companies will involve
duplication of advisory fees and certain other expenses. Rule 12d1-1 under the 1940 Act permits the Portfolio to invest an unlimited amount
of its uninvested cash in a money market fund so long as, among other things, said investment is consistent with the Portfolio’s
investment objective. As a shareholder of another mutual fund, the Portfolio would bear its pro rata portion of the other investment company’s
advisory fees and other expenses, in addition to the expenses the Portfolio bears directly in connection with its own operations. Furthermore,
the investment company securities in which the Portfolio invests may decline in value. The SEC adopted certain regulatory changes and
took other actions related to the ability of an investment company to invest in the securities of another investment company. These changes
include, among other things, the rescission of certain SEC exemptive orders permitting investments in excess of the statutory limits and
the withdrawal of certain related SEC staff no-action letters, and the adoption of Rule 12d1-4 under the 1940 Act, which permits
the Portfolio to invest in other investment companies beyond the statutory limits, subject to certain conditions. Pursuant to Rule 12d1-4
and procedures approved by the Board, certain of the Fund’s Portfolios may invest in certain ETFs in excess of the limits described
above, provided that the Glenmede Fund complies with Rule 12d1-4 and any other applicable investment limitations.
The
Portfolio’s shares may be purchased by other investment companies, including other Portfolios of the Fund. An investment company’s
shares purchased by the Portfolio would be limited to 10% of the outstanding voting securities of the acquired investment company. For
so long as the Portfolio invests in or accepts investments by other affiliated investment companies, it will not purchase securities of
other investment companies, except to the extent permitted by the 1940 Act.
Real
Estate Investment Trusts
The
Portfolio may invest in real estate investment trusts (“REITs”). REITs are pooled investment vehicles which invest primarily
in real estate or real estate related loans. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity
and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection
of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Equity REITs may further
be categorized by the type of real estate securities they own, such as apartment properties, retail shopping centers, office and industrial
properties, hotels, healthcare facilities, manufactured housing and mixed property types. Mortgage REITs invest the majority of their
assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics
of both equity and mortgage REITs. Like regulated investment companies such as the Fund’s Portfolios, REITs are not taxed on income
distributed to shareholders provided they comply with certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”).
The Portfolio will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses
paid by the Portfolio. The Portfolio may designate certain REIT distributions as “section 199A dividends” to the extent
of the excess of the ordinary REIT dividends, other than capital gain dividends and portions of REIT dividends designated as qualified
dividend income, that it from a REIT for a taxable year over the Portfolio’s
expenses
allocable to such dividends. Section 199A dividends may be taxed to individuals and other non-corporate shareholders at a reduced
effective federal income tax rate, provided such shareholders have satisfied a holding period requirement for the Portfolio’s shares
and satisfied certain other conditions.
Investing
in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such
REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not
diversified (except to the extent the Code requires) and are subject to the risks of financing projects. REITs are subject to heavy cash
flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the 1940 Act. REITs (especially mortgage REITs) are also subject to
interest rate risks. Investing in REITs also involves risks similar to those associated with investing in small capitalization companies.
That is, they may have limited financial resources, may trade less frequently and in a limited volume and may be subject to abrupt or
erratic price movements in comparison to larger capitalization companies.
In
addition, the value of such securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers
of mortgage-related securities owned by the Portfolio. Because investments in mortgage-related securities are interest sensitive, the
ability of the issuer to reinvest or to reinvest favorably in underlying mortgages may be limited by government regulation or tax policy.
For example, action by the Board of Governors of the Federal Reserve System to limit the growth of the nation’s money supply may
cause interest rates to rise and thereby reduce the volume of new residential mortgages. Additionally, although mortgages and mortgage-related
securities are generally supported by some form of government or private guarantees and/or insurance, there is no assurance that private
guarantors or insurers will be able to meet their obligation.
Repurchase
Agreements
The
Portfolio may enter into repurchase agreements with qualified brokers, dealers, banks and other financial institutions deemed creditworthy
by the Advisor. Under normal circumstances, however, the Portfolio will not enter into repurchase agreements if entering into such agreements
would cause, at the time of entering into such agreements, more than 20% of the value of the total assets of the Portfolio to be subject
to repurchase agreements.
In
effect, by entering into a repurchase agreement, the Portfolio is lending its funds to the seller at the agreed upon interest rate, and
receiving a security as collateral for the loan. Such agreements can be entered into for periods of one day (overnight repo) or for a
fixed term (term repo). Repurchase agreements are a common way to earn interest income on short-term funds.
In
a repurchase agreement, the Portfolio purchases a security and simultaneously commits to resell that security at a future date to the
seller (a qualified bank or securities dealer) at an agreed upon price plus an agreed upon market rate of interest (itself unrelated to
the coupon rate or date of maturity of the purchased security). The seller under a repurchase agreement will be required to maintain the
value of the securities which are subject to the agreement and held by the Portfolio at not less than the agreed upon repurchase price.
If
the seller defaults on its repurchase obligation, the Portfolio holding such obligation will suffer a loss to the extent that the proceeds
from a sale of the underlying securities (including accrued interest) were less than the repurchase price (including accrued interest)
under the agreement. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities
by the Portfolio might be delayed pending court action.
Repurchase
agreements that do not provide for payment to the Portfolio within seven days after notice without taking a reduced price are considered
illiquid investments.
Securities
Lending
The
Portfolio may lend its portfolio securities with a value of up to one-third of its total assets (including the value of the collateral
for the loans) to qualified brokers, dealers, banks and other financial institutions who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver securities or completing arbitrage operations. By lending
its investment securities, the Portfolio attempts to increase its income through the receipt of interest on the loan. Any gain or loss
in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Portfolio. The
Portfolio may lend its portfolio securities only when the
terms,
the structure and the aggregate amount of such loans are not inconsistent with the 1940 Act or the rules and regulations or interpretations
of the SEC thereunder. All relevant facts and circumstances, including the creditworthiness of the broker, dealer or institution, will
be considered by the Advisor in making decisions with respect to the lending of securities, subject to review by the Board.
When
lending portfolio securities, the securities may not be available to the Portfolio on a timely basis. Therefore, the Portfolio may lose
the opportunity to sell the securities at a desirable price. Such loans would also involve risks of delay in receiving additional collateral
if the value of the collateral decreases below the value of the securities loaned or even the loss of rights to the collateral should
the borrower of the securities fail financially. Additionally, if a borrower of securities files for bankruptcy or becomes insolvent,
disposition of the securities may be delayed pending court action. The Portfolio may also record realized gain or loss on securities deemed
sold due to a borrower’s inability to return securities on loan. The Portfolio may, from time to time, pay negotiated fees in connection
with the lending of securities. State Street Bank and Trust Company (“State Street”) serves as the Fund’s securities
lending agent. For these services, the lending agent receives a fee based on the income earned on the Portfolio’s investment of
cash received as collateral for the loaned securities, a portion of any loan premium paid by the borrower, and reimbursement of expenses
advanced as a result of the Portfolio’s securities lending activities, if any.
The
lending agent may, on behalf of the Portfolio, invest the cash collateral received in short-term money market instruments, including commercial
paper, money market mutual funds, certificates of deposit, time deposits and other short-term bank obligations, securities issued by the
U.S. Government, its agencies or instrumentalities, repurchase agreements and other highly rated liquid investments. These investments
may include mutual funds, with respect to which State Street and/or its affiliates provide investment management or advisory, trust, custody,
transfer agency, shareholder servicing and/or other services for which they are compensated.
U.S.
Government Obligations
The
Portfolio may invest in obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities.
Direct
obligations of the U.S. Government such as Treasury bills, notes and bonds are supported by its full faith and credit. Indirect obligations
issued by Federal agencies and government-sponsored entities generally are not backed by the full faith and credit of the U.S. Treasury.
Some of these indirect obligations may be supported by the right of the issuer to borrow from the Treasury; others are supported by the
discretionary authority of the U.S. Government to purchase the agency’s obligations; still others are supported only by the credit
of the instrumentality. Please refer to Appendix A for further information about U.S. Government obligations.
“When
Issued,” “Delayed Settlement” and “Forward Delivery” Securities
The
Portfolio may purchase and sell securities on a “when issued,” “delayed settlement” or “forward delivery”
basis. “When issued” or “forward delivery” refers to securities whose terms and indenture are available and for
which a market exists, but which are not available for immediate delivery. Securities purchased or sold on a when-issued or delayed-delivery
basis may be settled after a period longer than the regular settlement time of trade date plus two business days. “Delayed settlement”
is a term used to describe settlement of a securities transaction in the secondary market which will occur sometime in the future.
The
Portfolio will engage in “when issued” transactions to obtain what is considered to be an advantageous price and yield at
the time of the transaction. When the Portfolio engages in “when issued,” “delayed settlement” or “forward
delivery” transactions, it will do so for the purpose of acquiring securities consistent with its investment objective and policies
and not for the purpose of speculation. The Portfolio’s “when issued,” “delayed settlement” and “forward
delivery” commitments are not expected to exceed 30% of its total assets absent unusual market circumstances. Subject to the Delayed-Settlement
Securities Provision of Rule 18f-4 and consistent with the requirements discussed under “Derivative Instruments,” above, the
Portfolio will only sell securities on a when issued, delayed settlement or forward delivery basis to offset securities purchased on a
when-issued, delayed settlement or forward delivery basis.
Securities
purchased or sold on a “when issued,” “delayed settlement” or “forward delivery” basis are subject
to changes in value based upon changes in the general level of interest rates. In when-issued and delayed settlement transactions, the
Portfolio relies on the seller to complete the transaction; the seller’s failure to do so may cause the Portfolio to miss an advantageous
price or yield.
PRICE
OF PORTFOLIO SHARES
The
NAV per share of each class of shares of the Portfolio is determined by dividing the total market value of its investments and other assets,
less liabilities allocated to that share class, by the total number of its shares outstanding of that class.
Equity
securities and options listed on a U.S. securities exchange, including ETFs, for which quotations are readily available are valued at
the last quoted sale price as of the close of the exchange’s regular trading hours on the day the valuation is made. Price information
on listed securities is taken from the exchange where the security is primarily traded. Unlisted U.S. equity securities and listed securities
not traded on the valuation date for which market quotations are readily available are valued not in excess of the asked prices or less
than the bid prices. If no sales are reported, listed options are valued at the mean of the bid and ask price. Investments in open-ended
and unlisted closed-ended investment companies are valued at their respective NAVs as reported by such companies.
Marketable
fixed-income securities are valued according to the broadest and most representative market, which will ordinarily be the OTC market,
at the most recent quoted bid price, or when stock exchange valuations are used, at the latest quoted sale price on the day of valuation.
If there is not such a reported sale, the latest quoted bid price will be used. NAV includes interest on fixed-income securities which
is accrued daily. In addition, bond and other fixed-income securities may be valued on the basis of prices provided by a pricing service
or by using a matrix or formula, when the Advisor believes such prices reflect the fair market value of such securities. The prices provided
by a pricing service are determined without regard to bid or last sale prices, but take into account institutional size trading in similar
groups of securities and any developments related to specific securities. The matrix pricing method values securities by reference to
prices of comparable securities obtained from sources the Advisor deems accurate and reliable. Debt securities with maturities of 60 days
or less at the time of purchase are valued at amortized cost, which does not take into account unrealized gains or losses. The amortized
cost method involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty
in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Portfolio
would receive if it sold the instrument.
Securities
listed on a foreign exchange and unlisted foreign securities are valued at the latest quoted sales price available when assets are valued.
Foreign securities for which market quotations are not readily available or for which the above valuation procedures are deemed not to
reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved
by the Board. Foreign securities may trade on days when shares of the Portfolio are not priced; as a result, the NAV of shares of the
Portfolio may change on days when shareholders will not be able to purchase or redeem the Portfolio’s shares. Foreign currency amounts
are translated into U.S. dollars at the bid prices of such currencies against U.S. dollars last quoted by a major bank.
When
market quotations are unavailable or when events occur that make established valuation methods unreliable, the Fund’s Portfolios’
investments will be valued at fair value as determined in good faith using methods determined by the Board. The Board has designated the
Advisor to serve as the valuation designee (in such capacity, the “Valuation Designee”) with respect to the Fund’s Portfolios’
securities for which valuations are not readily available. The Valuation Designee works with State Street, the Fund’s custodian,
to regularly test the accuracy of the fair value prices by comparing them with values that are available from other sources. At each regularly
scheduled Board meeting, a report by the Valuation Designee is submitted describing any security that has been fair valued and the basis
for the fair value determination.
The
purchase price of shares of each class of the Portfolio is the NAV next determined after receipt of the purchase order by the Portfolio.
It is the responsibility of The Glenmede Trust Company, N.A., the parent company of the Advisor (“Glenmede Trust”), the Advisor
or certain approved brokers, employee benefit plans or other institutions to transmit orders for share purchases to State Street, the
Fund’s transfer agent, and to deliver, or provide instructions to investors for the delivery of, required funds to State Street,
the Fund’s custodian, on a timely basis.
The
Portfolio reserves the right in its sole discretion (i) to suspend the offering of its shares, (ii) to reject purchase orders when in
the judgment of management such rejection is in the best interest of the Portfolio, (iii) to reduce or waive the minimum for initial and
subsequent investments, from time to time and (iv) to close at any time to new investments or to new accounts.
At
the discretion of the Fund, investors may be permitted to purchase Portfolio shares by transferring securities to the Portfolio that meets
the Portfolio’s investment objective and policies.
Redemption
proceeds are normally paid in cash, although the Fund has elected to be governed by Rule 18f-1 under the 1940 Act which permits them to
limit each shareholder to cash redemptions of $250,000 or 1% of the Portfolio’s NAV, whichever is less, within a 90-day period or,
subject to the approval of the Board, in other circumstances identified by the Advisor. Any additional redemption proceeds would be made
in readily marketable securities.
The
Portfolio may engage in active short-term trading to benefit from price disparities among different issues of securities or among the
markets for equity securities, or for other reasons. It is anticipated that the portfolio turnover may vary greatly from year to year
as well as within a particular year, and may be affected by changes in the holdings of specific issuers, changes in country and currency
weightings, cash requirements for redemption of shares and by requirements which enable the Portfolio to receive favorable tax treatment.
The Portfolio is not restricted by policy with regard to portfolio turnover and will make changes in their investment portfolio from time
to time as business and economic conditions as well as market prices may dictate.
A
high portfolio turnover rate can result in corresponding increases in brokerage commissions; however, the Advisor will not consider turnover
rate a limiting factor in making investment decisions consistent with the Portfolio’s investment objective and policies.
DISCLOSURE
OF PORTFOLIO HOLDINGS
The
Board has adopted a policy on selective disclosure of portfolio holdings (including, but not limited to, portfolio securities holdings,
asset allocations, sector allocations, and other portfolio holdings statistics, collectively referred to herein as “portfolio holdings”).
The policy provides that neither the Fund, nor its advisor, administrator, transfer agent nor distributor (each, a “Fund Service
Provider”) will disclose the Fund’s portfolio holdings to any person other than in accordance with the policy. Under the policy,
neither the Fund, any Fund Service Provider, nor any of their affiliated persons may receive any compensation in any form, whether in
cash or otherwise, in connection with the disclosure of portfolio holdings. A Fund Service Provider may provide portfolio holdings to
third parties if such information has been included in the Fund’s public filings as required by the SEC or other filings, reports
or disclosure documents as the SEC or other applicable regulatory authorities may require. The Advisor may post the following portfolio
holdings on its website or any website maintained for the Fund or otherwise in a manner available to all shareholders: (1) no earlier
than ten calendar days after the end of each month, the month-end top-ten portfolio holdings; and/or (2) no earlier than ten calendar
days after the end of each calendar quarter, the complete quarter-end portfolio holdings. This information may then be separately provided
to any person commencing the day after it is first published on the website. Such information shall remain available on the website at
least until the Fund files with the SEC its annual/semi-annual shareholder report that includes such period or its report on Form N-PORT
for the last month of the Fund’s first or third fiscal quarters.
Portfolio
holdings information that is not filed with the SEC or not otherwise required to be disclosed by the SEC or other applicable regulatory
authorities, may be provided to third parties only if the Fund has a legitimate business purpose
for
doing so, the third-party recipients are required to keep all portfolio holdings information confidential and are prohibited from trading
on the information they receive. In order to ensure that the disclosure of the Fund’s non-public portfolio holdings is in the best
interests of the Fund’s shareholders and to avoid any potential or actual conflicts of interest with the Fund Service Providers
or other affiliated persons, disclosure to such third parties must be authorized by the Fund’s President and approved in advance
by the Board. Under the policy, the Board is to receive information, on a quarterly basis, regarding any disclosures of non-public portfolio
holdings information that were permitted during the preceding quarter. Such authorization, pre-approval and reporting is not required
for disclosure by the Fund’s administrator to providers of auditing, custody, proxy voting and other services to the Fund, as well
as rating and ranking organizations. In general, each recipient of non-public portfolio holdings information must sign a confidentiality
and non-trading agreement, although this requirement will not apply when the recipient is otherwise subject to a duty of confidentiality.
Under
the policy, the Fund’s President has authorized the release of information regarding the Fund’s portfolio holdings on a daily
basis to providers of auditing, custody, proxy voting, legal and other services to the Fund, currently including:
|
(i)
|
State Street, in connection
with the provision of services as the Fund’s custodian, administrator, transfer agent, securities lending agent and short sales
lending agent; |
|
(ii)
|
Third-party providers
of proxy voting services, such as Institutional Shareholder Services Inc. (“ISS”) and mailing services such as Broadridge
Financial Solutions, Inc. (“Broadridge”); |
|
(iii)
|
Cohen & Company,
Ltd., the Fund’s independent registered public accounting firm, in connection with the provision of services related to the audit
of the Fund’s financial statements and certain non-audit services; |
|
(iv)
|
Third-party providers
of pricing/analytical/reconciliation services, such as FT Interactive Data Corporation, FactSet, Bloomberg Valuation Service (BVAL) and
Electra Information Systems; |
|
(v)
|
Ratings and ranking organizations,
such as Morningstar, Inc. and Lipper/Thomson Reuters; |
|
(vi)
|
Faegre Drinker Biddle
& Reath LLP, in connection with the provision of services as legal counsel to the Fund; |
|
(vii)
|
Foreside Financial Group,
LLC in connection with the provision of services related to the Fund’s compliance program; |
|
(viii)
|
Barclays Capital Inc.,
BTIG LLC, J.P. Morgan Securities LLC and its affiliates, Goldman Sachs Execution and Clearing LP and Goldman, Sachs & Co., in connection
with the performance of brokerage and options trading and related functions; and |
|
(ix)
|
Third-party financial printers,
such as Broadridge Financial Solutions. |
The
Portfolio is subject to the following restrictions. The numbered restrictions are fundamental policies and may not be changed without
the approval of the lesser of: (1) 67% of the voting securities of the affected Portfolio present at a meeting if the holders of more
than 50% of the outstanding voting securities of the affected Portfolio are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of the affected Portfolio.
The
Portfolio will not:
|
(1)
|
invest in commodities
or commodity contracts, except that the Portfolio may invest in futures contracts and options; |
|
(2)
|
purchase or sell real
estate, although it may purchase and sell securities of companies which deal in real estate and may purchase and sell securities which
are secured by interests in real estate; |
|
(3)
|
make loans, except (i)
by purchasing bonds, debentures or similar obligations (including repurchase agreements, subject to the limitation described in investment
limitation (9) below, and money market instruments, including bankers’ acceptances and commercial paper, and selling securities
on a when issued, delayed settlement or forward delivery basis) which are publicly or privately distributed, and (ii) by lending its portfolio
securities to banks, brokers, dealers and other financial institutions so long as such loans are not inconsistent with the 1940 Act or
the rules and regulations or interpretations of the SEC thereunder; |
|
(4)
|
purchase on margin or sell
short, except as specified above in investment limitation (1); |
|
(5)
|
purchase more than 10% of
any class of the outstanding voting securities of any issuer; |
|
(6)
|
issue senior securities,
except that the Portfolio may borrow money in accordance with investment limitation below, purchase securities on a when issued, delayed
settlement or forward delivery basis and enter into reverse repurchase agreements; |
|
(7)
|
borrow money, except
as a temporary measure for extraordinary or emergency purposes, and then not in excess of 10% of its total assets at the time of the borrowing
(entering into reverse repurchase agreements and purchasing securities on a when issued, delayed settlement or forward delivery basis
are not subject to this investment limitation); |
|
(8)
|
pledge, mortgage, or
hypothecate any of its assets to an extent greater than 10% of its total assets at fair market value, except as described in the Prospectus
and this SAI and in connection with entering into futures contracts, but the deposit of assets in a segregated account in connection with
the writing of covered put and call options and the purchase of securities on a when issued, delayed settlement or forward delivery basis
and collateral arrangements with respect to initial or variation margin for futures contracts will not be deemed to be pledges of the
Portfolio’s assets or the purchase of any securities on margin for purposes of this investment limitation; |
|
(9)
|
underwrite the securities
of other issuers or invest more than an aggregate of 15% of the total assets of the Portfolio, at the time of purchase, in securities
for which there are no readily available markets, including repurchase agreements which have maturities of more than seven days or, in
the case of the Portfolio, securities subject to legal or contractual restrictions on resale; |
|
(10)
|
invest for the purpose of
exercising control over management of any company; |
|
(11)
|
invest its assets in
securities of any investment company, except in connection with mergers, acquisitions of assets or consolidations and except as may otherwise
be permitted by the 1940 Act; |
|
(12)
|
acquire any securities
of companies within one industry if, as a result of such acquisition, more than 25% of the value of the Portfolio’s net assets would
be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities; |
|
(13)
|
write or acquire options
or interests in oil, gas or other mineral exploration or development programs; and |
|
(14)
|
with respect to 75% of
its total assets, invest more than 5% of its total assets at the time of purchase in the securities of any single issuer (other than obligations
issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities). |
If
the Portfolio’s borrowings are in excess of 5% (excluding overdrafts) of its total net assets, additional portfolio purchases will
not be made until the amount of such borrowing is reduced to 5% or less.
Borrowings
including reverse repurchase agreements and securities purchased on a when issued, delayed settlement or forward delivery basis may not
exceed 331∕3% of the Portfolio’s total net assets.
In
addition, with respect to investment limitation (12), (a) there is no limitation with respect to (i) instruments issued or guaranteed
by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned
finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the
activities of the parents; and (c) utilities will be divided according to their services; for example, gas, gas transmission, electric
and gas, electric and telephone will each be considered a separate industry.
With
regard to limitation (13), the purchase of securities of a corporation, a subsidiary of which has an interest in oil, gas or other mineral
exploration or development programs shall not be deemed to be prohibited by the limitation.
If
a percentage restriction is adhered to at the time an investment is made, a later increase in percentage resulting from a change in value
or assets will not constitute a violation of such restriction except as to limitations on borrowings.
The
Fund’s officers, under the supervision of the Board, manage the day-to-day operations of the Fund. The Board members set broad policies
for the Fund and choose its officers. The Fund’s Board member holds office until the earliest of (i) the next meeting of shareholders,
if any, called for the purpose of considering the election or re-election of such member and until the election and qualification of his/her
successor, if any, elected at such meeting, or (ii) the date he or she dies, resigns or retires, or is removed by the Board or shareholders.
The Fund’s officers are elected by the Board and hold office for the term of one year and until his or her successor is duly elected
and qualified, or until he or she dies, resigns, is removed, or becomes disqualified.
Board
Members and Officers
The
following is a list of the Board members and officers of the Fund, their ages, their principal occupations during the past five years,
the number of currently-offered portfolios that they oversee in the Fund’s complex, and other directorships they hold. The Fund
is considered to be a member of the same fund complex as the Glenmede Portfolios, as defined in Form N-1A under the 1940 Act. Unless
otherwise indicated below, the address of each Board member and officer is c/o Glenmede Investment Management LP, 1650 Market Street,
Suite 4000, Philadelphia, PA 19103.
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interested
Director(1) |
|
|
|
|
|
|
|
|
|
|
|
|
Mary
Ann B. Wirts
Year
of Birth: 1951 |
|
|
Director
of Glenmede Fund (since June 2020) |
|
|
Managing
Director and Chief Administrative Officer of Glenmede Trust (until 2020); Managing Director and Chief Administrative Officer
of Glenmede Investment Management LP (2006-2020); First Vice President and Managing Director of Fixed Income of Glenmede Advisers
(2000-2006). |
|
|
14 |
|
|
None |
Independent
Directors(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Phillips
Year
of Birth: 1962 |
|
|
Director
of Glenmede Fund (since September 2022) |
|
|
Adjunct
Professor - College of Management (since 2021), Long Island University; Senior Performance Officer (2013 - 2015), Global Head
of Institutional and Alternatives Product Strategy (2012 - 2013), Global Chief Performance Officer (2010 - 2012), Global Chief
Operating Officer (2007 - 2010) and Managing Director - Americas Fixed Income Executive Team, BlackRock, Inc. |
|
|
14 |
|
|
None |
H.
Franklin Allen, Ph.D.
Year
of Birth: 1956 |
|
|
Director
of Glenmede Fund (since March 1991) |
|
|
Vice
Dean Research and Faculty of the Imperial College Business School (since 2019), Professor of Finance and Economics and Executive
Director of the Brevan Howard Centre for Financial Analysis at the Imperial College London (since 2014); Professor Emeritus of
Finance, The Wharton School of The University of Pennsylvania since June 2016; Professor of Finance and Economics (1990-1994);
Vice Dean and Director of Wharton Doctoral Programs (1990-1993); Employed by The University of Pennsylvania (from 1980-2016). |
|
|
14 |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
L. Cobb, Jr.
Year
of Birth: 1947 |
|
|
Director
of Glenmede Fund (since February 2007) Chairman of Glenmede Fund (since December 2021) |
|
|
Former
Executive Vice President and Former Chief Investment Officer, The Church Pension Fund (defined benefit plan for retired clergy
of the Episcopal Church) (1999-2014); Chair and Member, Investment Committee, The Minister and Missionaries Benefit Board of
the American Baptist Church (until 2013); Vice Chairman, J.P. Morgan Investment Management (1994 -1999). |
|
|
14 |
|
|
Director,
TCW
Direct
Lending
LLC |
Rebecca
E. Duseau
Year
of Birth: 1963 |
|
|
Director
of Glenmede Fund (since December 2023) |
|
|
Cofounder
and Chief Compliance Officer (since 2000), Adamas Partners, LLC (investment firm); Chair of Investment Advisory Board (since
2020) for Boston Family Advisors (multi-family office); Member of Investment Committees of Mass General Brigham (hospital) (since
2019) and Berklee School of Music (since 2019); Chair of the Investment Committee and Member of the Finance Committee, Museum
of Science (since 2023). |
|
|
14 |
|
|
None |
Harry
Wong
Year
of Birth: 1948 |
|
|
Director
of Glenmede Fund (since February 2007) |
|
|
Former
Managing Director, Knight Capital Americas, L.P., an operating subsidiary of Knight Capital Group Inc. (investment banking) (2009
- 2011); Managing Director, Long Point Advisors, LLC (business consulting) (2003 - 2012); Managing Director, BIO-IB LLC (healthcare
investment banking) (2004-2009) Senior Managing Director, ABN AMRO (investment banking) (1990- 2002); Adjunct Faculty Member,
Sacred Heart University (2003- 2007). |
|
|
14 |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Interested
Directors are those Directors who are “interested persons” of the Fund as defined in the 1940 Act. Mary Ann B. Wirts
is considered to be an “interested” Director of the Fund because of her current or prior affiliations
with Glenmede Trust, the parent company of the Fund’s investment advisor, GIM, and/or her stock ownership in The
Glenmede Corporation, of which GIM is an affiliate.
|
|
(2)
|
Independent
Directors are those Directors who are not “interested persons” of the Fund as defined in the 1940 Act. |
Officers
|
|
|
|
|
|
|
|
|
Elizabeth
A. Eldridge
1650
Market Street,
Suite
4000
Philadelphia,
PA 19103
Year
of Birth: 1977 |
|
|
President
of Glenmede Fund since November 2024. |
|
|
President
of Glenmede Investment Management LP (since 2024). Managing Director, The Glenmede Trust Company, N.A. (2020). |
|
Kimberly
C. Osborne
1650
Market Street,
Suite
4000
Philadelphia,
PA 19103
Year
of Birth: 1966 |
|
|
Executive
Vice President of Glenmede Fund since December 1997; Assistant Treasurer of the Fund since
December
2020. |
|
|
Client
Service Manager of Glenmede Investment Management LP (since 2006). Vice President of Glenmede Trust and Glenmede Advisers (until 2008).
Employed by Glenmede Trust (1993-2008) and Glenmede Advisers (2000-2008). |
|
Christopher
E. McGuire
1650
Market Street,
Suite
4000
Philadelphia,
PA 19103
Year
of Birth: 1973 |
|
|
Treasurer
of Glenmede Fund since December 2019. |
|
|
Director
of Administration of Glenmede Investment Management LP (since October 2019); Managing Director, State Street Bank and Trust Company
(from 2007- 2019). |
|
Eimile
J. Moore
3
Canal Plaza, Suite 100,
3rd
Floor
Portland,
ME 04101
Year
of Birth: 1969 |
|
|
Chief
Compliance Officer of Glenmede Fund since December 2017. |
|
|
Senior
Principal Consultant (since 2011). |
|
Joshua
M. Lindauer
1177
Avenue of the Americas,
41st
Floor
New
York, NY 10036
Year
of Birth: 1987 |
|
|
Secretary
of Glenmede Fund since December 2024. |
|
|
Partner,
Faegre Drinker Biddle & Reath LLP (law firm) (since 2024); Associate, Faegre Drinker Biddle & Reath LLP (2020-2024); Associate,
Drinker Biddle & Reath LLP (law firm) 2017-2020. |
|
|
|
|
|
|
|
|
The
Board believes that each Director’s experience, qualifications, attributes and skills on an individual basis and in combination
with those of the other Directors lead to the conclusion that each Director should serve in such capacity.
Among
the attributes common to all Directors is the ability to review critically, evaluate, question and discuss information provided to them,
to interact effectively with the other Directors, the Advisor, other service providers, legal counsel and the independent registered public
accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. A Director’s ability
to perform his or her duties effectively may have been attained through such person’s business, consulting and/or academic positions;
experience as a board member of the Fund, other investment funds, or non-profit entities or other organizations; education or professional
training; and/or other life experiences. In addition to these shared characteristics, set forth below is a brief discussion of the specific
experience, qualifications, attributes or skills of each Director:
|
|
|
|
H.
Franklin Allen, Ph.D.: |
|
|
Dr. Allen
has substantial experience in the areas of finance and economics through his educational background and position for many years
as a professor of finance and economics at The Wharton School of The University of Pennsylvania and most recently as Vice Dean
of Research and Faculty of the Imperial College London Business School and Professor of Finance and Economics and Director of
the Brevan Howard Centre for Financial Analysis at the Imperial College London. |
|
|
|
|
|
|
|
|
William
L. Cobb, Jr.: |
|
|
Mr.
Cobb has substantial investment management and business experience through his senior executive, chief investment officer and/or
investment committee positions with private and non-profit entities, as a senior executive officer of a global investment management
firm and most recently as a board member of a business development company. |
Rebecca
E. Duseau: |
|
|
Ms. Duseau
has substantial investment management, compliance, risk management and business experience as a co-founder and executive of an
investment management firm. |
Andrew
Phillips: |
|
|
Mr. Phillips
has substantial investment management and business experience through his executive positions with a major investment management
firm. |
Mary
Ann B. Wirts: |
|
|
Ms.
Wirts has substantial business, financial services and investment management experience through her senior executive positions
with the Advisor and its parent companies. |
Harry
Wong: |
|
|
Mr. Wong
has substantial finance, investment banking and capital markets experience through his positions as an executive in investment
banking businesses. |
|
|
|
|
Specific
details regarding each Director’s term of office as a Director with the Fund and principal occupations during at least the past
five years are included in the table above.
Leadership
Structure and Oversight Responsibilities
Overall
responsibility for oversight of the Fund rests with the Board. The Fund has engaged an investment adviser to manage its Portfolios on
a day-to-day basis. The Board is responsible for overseeing the investment adviser and other service providers in the operations of the
Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Fund’s Charter and
By-laws. The Board is currently composed of six members, five of whom are Independent Directors. The Board meets in-person at
regularly scheduled meetings four times each year. In addition, the Board may hold special in-person or telephonic meetings or informal
conference calls to discuss specific matters that may arise or require action between regular meetings. The Board may also meet via videoconference.
The Board and the Independent Directors have access to the Fund’s Chief Compliance Officer (“CCO”), the Fund’s
independent registered public accounting firm and independent legal counsel for consultation to assist them in performing their oversight
responsibilities. As described below, the Board has established an Audit Committee, Valuation Committee, and Nominating Committee and
may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities.
The
Board has appointed William L. Cobb, Jr., an Independent Director, to serve in the role of Chairman of the Board. The Chairman’s
role is to preside at all meetings of the Board and to act as liaison with the investment adviser, other service providers, counsel and
other Directors generally between meetings. The Chairman may also perform such other functions as may be delegated by the Board from time
to time. The Board reviews its leadership structures during their periodic self-assessments and based on that review, has determined that
the Board’s leadership structure is appropriate because it allows the Board to exercise informed judgment over matters under its
purview and it allocates areas of responsibility among committees of the Board and the full Board in a manner that enhances effective
oversight.
The
Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight
forms part of the Board’s general oversight of the Fund and is addressed as part of the Board’s and its committees’
various activities. Day-to-day risk management functions are included within the responsibilities of the investment adviser and other
service providers (depending on the nature of the risk), which carry out the Fund’s investment management and business affairs.
The investment adviser and other service providers employ a variety of processes, procedures and controls to identify various events or
circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or
circumstances if they do occur. The investment adviser and other service providers have their own independent interests in risk management,
and their policies and methods of risk management will depend on their functions and business models.
The
Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to
eliminate or mitigate their occurrence or effects. The Board requires senior officers of the Fund, including the President, Chief Financial
Officer and CCO, and the investment adviser, to report to the full Board on a variety of matters at each regular meeting of the Board,
including matters relating to risk management. The Board also receives reports from certain of the Fund’s other primary service
providers on regular basis, including State Street as the Fund’s
custodian,
administrator, transfer agent and securities lending agent. The Fund’s CCO meets in executive session with the Board at each regularly
scheduled meeting and meets separately with the Independent Directors at least annually to discuss relevant risk issues affecting the
Fund. In addition, the CCO reports to the Chairman of the Audit Committee between meetings to discuss compliance related matters. The
Audit Committee also receive regular reports from the Fund’s independent registered public accounting firm on internal control and
financial reporting matters. The Board and Independent Directors meet with the Fund’s independent legal counsel each quarterly meeting
and have access to legal counsel for consultation concerning any issues that may occur between regularly scheduled meetings. The Board
may, at any time and in their discretion, change the manner in which it conducts risk oversight.
Standing
Board Committees
Dr. Allen
and Messrs. Cobb, Phillips and Wong (Chairman) and Ms. Duseau serve on the Audit Committee of the Board. The Audit Committee operates
under a written charter approved by the Board. The purpose of the Audit Committee includes overseeing the accounting and financial reporting
processes of the Fund and the audits of the Fund’s financial statements. Accordingly, the Committee assists the Board in its oversight
of (i) the integrity of the Fund’s financial statements; (ii) the independent accountants’ qualifications and independence;
and (iii) the performance of the Fund’s internal audit function and independent accountants. The Audit Committees met three times
during the fiscal year ended October 31, 2024.
Dr.
Allen (Chairman) and Messrs. Cobb, Wong and Phillips and Ms. Duseau serve on the Nominating Committee of the Board. The Fund’s Nominating
Committee, among other things, nominates persons to fill vacancies on the Board and Board Committees. The Nominating Committees will consider
nominees recommended by shareholders.
Recommendations
should be submitted to the appropriate Nominating Committee in care of the Fund’s Secretary. The Nominating Committees met once
during the fiscal year ended October 31, 2024.
Director
Ownership of Fund Shares
The
following table shows the Directors’ ownership of each Portfolio of the Fund and in all Portfolios of the Fund overseen by the Directors,
as of December 31, 2024.
|
|
|
|
|
|
|
|
Interested
Director
|
Mary
Ann B. Wirts |
|
|
None |
|
|
None |
|
Independent
Directors |
|
|
|
|
|
|
|
H.
Franklin Allen, Ph.D. |
|
|
None |
|
|
None |
|
William
L. Cobb, Jr. |
|
|
None |
|
|
None |
|
Rebecca
E. Duseau |
|
|
None |
|
|
None |
|
Andrew
Phillips |
|
|
None |
|
|
None |
|
Harry
Wong |
|
|
None |
|
|
None |
|
|
|
|
|
|
|
|
|
Remuneration
of Board Members
The
annual fee for each Board member, other than officers of the Advisor, is $104,000. In addition, to the annual fee, the Glenmede Fund pays
each Board member, other than officers of the Advisor, $5,000 for each Board meeting attended and out-of-pocket expenses incurred in attending
Board meetings, the Audit Committee Chairman receives an annual fee of $10,000 for his service as Chairman of the Audit Committee and
the Chairman of the Board receives an annual fee of $15,000 for his service as Chairman of the Board. Each Director is also a Trustee
of the Glenmede Portfolios, a
Massachusetts
business trust that does not currently offer any series. For their service on the Glenmede Portfolios’ Board, effective October
31, 2024, each Director receives an annual fee of $500 per year. Prior to October 31, 2024, each Director who served as a Trustee of Glenmede
Portfolios received an annual fee of $6,000 per year. The officers of the Fund receive no compensation as officers from the Fund.
Set
forth in the table below is the compensation received by Board members for the fiscal year ended October 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
W. Catherwood*** |
|
|
$124,000 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$130,000 |
Mary
Ann B. Wirts |
|
|
$124,000 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$130,000 |
Independent
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.
Franklin Allen, Ph.D. |
|
|
$124,000 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$130,000 |
William
L. Cobb, Jr. |
|
|
$140,918 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$146,918 |
Rebecca
E. Duseau |
|
|
$125,765 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$131,765 |
Andrew
Phillips |
|
|
$124,954 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$130,954 |
Harry
Wong |
|
|
$134,930 |
|
|
$6,000 |
|
|
None |
|
|
None |
|
|
$140,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Compensation
includes reimbursement of out-of-pocket expenses incurred in attending Board meetings, where applicable. |
**
|
Includes
$6,000 annual fee for service on the Board of Trustees of Glenmede Portfolios. |
***
|
Ms. Catherwood
retired from her role as a Director effective August 1, 2025. |
Code
of Ethics
The
Fund and the Advisor have each adopted codes of ethics that permit personnel subject to the codes to invest in securities, including securities
that may be purchased or held by the Fund.
Proxy
Voting Procedures
The
Fund has delegated proxy voting responsibilities to the Advisor, subject to the Board’s general oversight. In delegating proxy responsibilities,
the Board has directed that proxies be voted consistent with the Fund’s and its shareholders best interests and in compliance with
all applicable proxy voting rules and regulations. The Advisor has adopted its own proxy voting policies and guidelines for this purpose
(collectively, the “Proxy Voting Procedures”). The Proxy Voting Procedures address, among other things, material conflicts
of interest that may arise between the interests of the Fund and the interests of the Advisor and its affiliates. The Proxy Voting Procedures
are provided in Appendix B of this SAI.
Information
regarding how the Fund voted proxies, if any, relating to portfolio securities during the most recent twelve-month period ended June 30
is available, without charge, upon request, by calling 1-800-442-8299, and on the SEC’s website at http://www.sec.gov.
INVESTMENT
ADVISORY AND OTHER SERVICES
Investment
Advisor
GIM,
with principal offices at One Liberty Place, 1650 Market Street, Suite 4000, Philadelphia, Pennsylvania 19103, currently serves as the
investment advisor to each Portfolio. GIM, a limited partnership, is wholly-owned by Glenmede Trust. As of June 30, 2025, GIM
and its affiliated companies had approximately $47.3 billion in assets in the accounts for which they serve in various capacities,
including as executor, trustee or investment advisor.
The
Investment Advisory Agreement will continue in effect from year to year provided its continuance is approved annually (i) by the holders
of a majority of each Portfolio’s outstanding voting securities or by the Board and (ii) by a majority of the Directors who are
not parties to each Investment Advisory Agreement or interested persons of any such party. The Investment Advisory Agreement may be terminated
on 60 days’ written notice by any such party and will terminate automatically if assigned.
The
names and position with GIM of the principal executive officers and each director of GIM are as follows. The address for each is c/o GIM,
One Liberty Place, 1650 Market Street, Suite 4000, Philadelphia, PA 19103.
|
|
|
|
|
|
Peter
J. Zuleba |
|
|
Managing
Director and Chief Executive Officer |
|
Raj
Tewari |
|
|
Managing
Director and Chief Operating Officer |
|
Elizabeth
A. Eldridge |
|
|
Managing
Director and President |
|
John
F. McCabe |
|
|
Managing
Director and General Counsel |
|
|
|
|
|
GIM
is wholly-owned by Glenmede Trust as both its only limited partner and as the sole owner of GIM’s only general partner, Gatepost
Partners, LLC. Glenmede Trust, a nationally-chartered trust company, provides fiduciary and investment services to endowment funds, foundations,
employee benefit plans and other institutions and individuals. Glenmede Trust is a wholly-owned subsidiary of The Glenmede Corporation.
Glenmede Trust, Gatepost Partners, LLC and The Glenmede Corporation are located at One Liberty Place, 1650 Market Street, Suite 4000,
Philadelphia, Pennsylvania 19103.
The
Portfolio pays management fees to the Advisor for its investment advisory services, calculated daily and paid monthly, at the following
annual percentage rates of the Portfolio’s average daily net assets, as shown in the following table:
|
|
|
|
|
|
SMID
Core Equity Portfolio – Advisor Shares |
|
|
0.55%
|
|
SMID
Core Equity Portfolio – Institutional Shares |
|
|
0.55% |
|
|
|
|
|
1
|
The
Advisor has contractually agreed to waive all or a portion of its investment advisory fees and/or
reimburse expenses (excluding Acquired Fund fees and expenses, brokerage commissions, extraordinary
items, interest and taxes) to the extent that the total annual operating expenses of the Portfolio’s
Advisor Shares, as a percentage of such Advisor Shares’ average daily net assets, exceed 0.85%
of such Portfolio’s average daily net assets. The Advisor has also contractually agreed to
waive all or a portion of its investment advisory fees and/or reimburse expenses (excluding Acquired
Fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes) to the extent
that the total annual operating expenses of the Portfolio’s Institutional Shares, as a percentage
of such Institutional Shares’ average daily net assets, exceed 0.65% of such Portfolio’s
average daily net assets. The Advisor is not entitled to collect or make a claim for waived fees
or reimbursed expenses at any time in the future. The Advisor has contractually agreed to these
waivers and/or reimbursements until at least September 2, 2026. You will be notified
if the waivers are discontinued after that date. |
The
following table sets forth the total management fees paid by the Portfolio over the past three fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) |
|
|
$117,679 |
|
|
$(66,668) |
|
|
$119,341 |
|
|
$(46,554) |
|
|
$135,183 |
|
|
$(49,722) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally,
many shareholders in the Portfolio may be clients of Glenmede Trust or an Affiliate and, as clients, pay fees which vary depending on
the capacity in which Glenmede Trust or an Affiliate provides fiduciary and investment services to the particular client. Such services
may include personal trust, estate settlement, advisory, and custodian services. For example, for advisory services, Glenmede Trust charges
its clients up to 1% on the first $3 million of principal, 0.75% on the next $2 million of principal, and 0.50% on the next $15 million
of principal. An additional 0.25% administrative service fee is charged on accounts below $3 million. For accounts in excess of $10 million
of principal, the fee would be determined by special analysis.
Portfolio
Managers
Set
forth below is information regarding the individuals identified in the Fund’s Prospectus as primarily responsible for the day-to-day
management of the Fund’s Portfolios (“Portfolio Managers”).
As
of July 31, 2025 the Portfolio Managers were also primarily responsible for the day-to-day management of certain types of other
portfolios and/or accounts, as indicated in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jordan
Irving |
|
|
Registered
Investment Companies |
|
|
None |
|
|
$0 |
|
|
None |
|
|
$0 |
|
|
|
Other
Pooled Vehicles |
|
|
1 |
|
|
$18,799,445 |
|
|
None |
|
|
$0 |
|
|
|
Other
Accounts |
|
|
29 |
|
|
$487,464,698 |
|
|
None |
|
|
$0 |
Matthew
Shannon, CFA |
|
|
Registered
Investment Companies |
|
|
None |
|
|
$0 |
|
|
None |
|
|
$0 |
|
|
|
Other
Pooled Vehicles |
|
|
1 |
|
|
$18,799,445 |
|
|
None |
|
|
$0 |
|
|
|
Other
Accounts |
|
|
29 |
|
|
$487,464,698 |
|
|
None |
|
|
$0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Portfolio(s) that
he or she manages as of July 31, 2025:
|
|
|
|
Jordan
Irving |
|
|
None |
Matthew
Shannon, CFA |
|
|
None |
|
|
|
|
The
compensation package for the Portfolio Managers is comprised of a base salary, annual bonus and participation in a long-term equity plan
of The Glenmede Corporation. The base salary is based on a combination of factors including the Portfolio Manager’s experience,
expertise, and competitive market rates. The annual bonus payment is based on a
combination
of the annual pre-tax financial performance of The Glenmede Corporation, revenue generated from investment management fees and achievement
of non-financial strategic goals. The Glenmede Corporation’s equity plan provides an opportunity for senior management to build
equity in the parent company through options and restricted stock. Participation is based on position, experience and expertise.
The
Portfolio Managers may manage other accounts with investment strategies similar to those of the Portfolios of the Fund, which may suggest
the potential for conflicts of interests relating to cross trading, allocation of investment opportunities, and aggregation and allocation
of trades. In addition, GIM may charge varying fees to different accounts managed by their respective Portfolio Managers. Shareholders
should be aware that, as with any group of portfolios and accounts managed by an investment advisor pursuant to varying fee arrangements,
including performance or other incentive-based fee arrangements, there is the potential for a conflicts of interest that may result in
the Portfolio Managers’ favoring those portfolios or accounts with higher or incentive-based fee arrangements. However, the Fund
does not anticipate that management by the Portfolio’s Portfolio Manager of other accounts with similar investment strategy or different
fee arrangement would conflict with management of any of the Portfolios of the Fund because conflicts of interest of this type are minimized
by GIM’s respective investment management decision-making process and trade allocation policy. In addition, the Fund has adopted
policies limiting the circumstances under which cross-trades may be effected between the Fund’s Portfolios and another client account.
Transfer
Agent, Dividend Paying Agent, Custodian and Administrator
State
Street, with its primary place of business located at One Congress Street, Suite 1, Boston, MA 02114, serves as the Fund’s transfer
agent, dividend paying agent, custodian and administrator.
For
its services, State Street is entitled to receive fees from the Fund based on a percentage of the daily net assets of all Portfolios of
the Fund, which is allocated to each Portfolio based on its relative net assets, plus transaction charges for certain transactions and
out-of-pocket expenses. Fees paid by the Fund to State Street for the past three fiscal years are shown in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) |
|
|
$33,680 |
|
|
$32,379 |
|
|
$39,017 |
|
|
|
|
|
|
|
|
|
|
|
State
Street is also compensated for its services as the Fund’s securities lending agent and short sales lending agent and until December
2010, was also paid an annual fee plus out-of-pocket expenses for the provision of personnel and services related to the Fund’s
compliance program.
Shareholder
Servicing Plan
The
Glenmede Fund has adopted an Amended and Restated Shareholder Servicing Plan effective January 1, 1998, and most recently amended effective
May 9, 2022 (collectively, the “Plans”), under which the Fund may pay, directly or indirectly, a fee to broker/dealers,
banks and other financial institutions (including Glenmede Trust and its affiliates) that are dealers of record or holders of record or
which have a servicing relationship (“Servicing Agents”) with the record or beneficial owners of shares in the Portfolio.
Under the Plans, Servicing Agents provide or arrange to provide shareholder support services to shareholders of the Portfolio. The fee,
which is at an annual rate of 0.20% for the Portfolio, is computed monthly and is based on the average daily net assets of the shares
beneficially owned by such shareholders. As of the date of this SAI, the Institutional Class of the Portfolio is not subject to the
Plans and, accordingly, pay no shareholder servicing fees. All expenses incurred by a class of the Portfolio in connection with the Agreements
and the implementation of the Plans shall be borne entirely by the holders of the shares of that class of the particular Portfolio involved
and will result in an equivalent increase to the Portfolio’s Total Annual Portfolio Operating Expenses. The Advisor and/or Glenmede
Trust may pay additional compensation from time to time, out of their assets and not as an additional charge to the Fund, to selected
institutions and other persons in connection with selling Portfolio shares and/or servicing of Portfolio shareholders and other accounts
managed by the Advisor or Glenmede Trust.
The
services provided by or arranged to be provided by the Servicing Agents under the Agreements may include aggregating and processing purchase
and redemption requests from shareholders and transmitting purchase and redemption orders to the transfer agent; providing shareholders
with a service that invests the assets of their accounts in
shares
pursuant to specific or pre-authorized instructions; processing dividend and distribution payments from the Fund on behalf of shareholders;
providing information periodically to shareholders showing their positions; arranging for bank wires; responding to shareholders’
inquiries concerning their investments; providing sub-accounting with respect to shares beneficially owned by shareholders or the information
necessary for sub-accounting; if required by law, forwarding shareholder communications (such as proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax notices) to shareholders; or providing such other similar services
as may be reasonably requested.
Glenmede
Trust has entered into Agreements with the Fund and provides or arranges to provide shareholder support services to shareholders of the
Portfolio listed below. Glenmede Trust can terminate or modify this arrangement at any time. Shareholder servicing fees paid to Glenmede
Trust for the past three fiscal years are shown in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio – Advisor Shares |
|
|
$42,793 |
|
|
$43,397 |
|
|
$49,158 |
|
|
|
|
|
|
|
|
|
|
|
Securities
Lending
State
Street serves as securities lending agent for the Fund’s Portfolios, and in that role administers the Portfolios’ securities
lending program pursuant to the terms of a Securities Lending Authorization Agreement entered into between Fund, on behalf of its Portfolios,
and State Street.
For
the fiscal year ended October 31, 2024, State Street, acting as securities lending agent, provided the following services to the Fund’s
Portfolios in connection with the Fund’s Portfolios’ securities lending activities: (i) locating borrowers among an approved
list of prospective borrowers; (ii) monitoring applicable minimum spread requirements, lending limits and the value of the loaned securities
and collateral received; (iii) seeking additional collateral, as necessary, from borrowers; (iv) receiving and holding collateral from
borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an investment vehicle designated
by the Fund’s Portfolios; (v) returning collateral to borrowers; (vi) facilitating substitute dividend, interest, and other distribution
payments to the Fund’s Portfolios from borrowers; (vii) negotiating the terms of each loan of securities, including but not limited
to the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency with
the requirements of the Glenmede Fund’s Securities Lending Authorization Agreement; (viii) selecting securities, including amounts
(percentages), to be loaned; (ix) maintaining such records as are reasonably necessary to account for loans that are made and the income
derived therefrom; and (x) arranging for return of loaned securities to the Fund’s Portfolios in accordance with the terms of the
Securities Lending Authorization Agreement.
State
Street receives as compensation for its services a portion of the amount earned by the Fund’s Portfolios for lending securities.
For
the fiscal year ended October 31, 2024, the Portfolio’s gross income received for securities lending activities, the fees and/or
compensation paid by the Glenmede Fund Portfolio for securities lending activities, and the net income earned by the Glenmede Fund Portfolio
for securities lending activities, were as follows:
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) |
|
|
$2.94 |
|
|
$0.60 |
|
|
$0 |
|
|
$0.00 |
|
|
$0.00 |
|
|
$0 |
|
|
$0.00 |
|
|
$0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Includes
income from cash collateral reinvestment. |
Distributor
Shares
of the Fund are distributed continuously and are offered without a sales load by Quasar Distributors, LLC (“Quasar Distributors”),
3 Canal Plaza, Suite 100, Portland, ME 04101, pursuant to Distribution Agreements between the Fund and Quasar Distributors. Quasar Distributors
receives no fee from the Fund for its distribution services.
Currently,
the Advisor pays Quasar Distributors’ fees and out-of-pocket expenses for the distribution services Quasar Distributors provides
to the Fund’s Portfolios.
Independent
Registered Public Accounting Firm
Cohen
& Company, Ltd., serves as the Fund’s independent registered public accounting firm and will audit their financial statements
annually.
Counsel
Faegre
Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, serves as counsel to the Fund.
Reports
Shareholders
will receive tailored shareholder reports that present information for the relevant share class of the Portfolio that they hold. The tailored
shareholder reports will be provided to Portfolio shareholders for the annual and semi-annual periods.
The
Investment Advisory Agreement authorizes the Advisor to select the brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolio and directs the Advisor to use its best efforts to obtain the best available price and most favorable execution
with respect to all transactions for the Portfolio. The Advisor may, however, consistent with the interests of the Portfolio, select brokers
on the basis of the research, statistical and pricing services they provide to the Portfolio. Information and research received from such
brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor under each Investment Advisory
Agreement. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the
same transaction, provided that such commissions are paid in compliance with the Securities Exchange Act of 1934, as amended, and that
the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility
of the Advisor to the Portfolio and the Advisor’s other clients. The distribution of orders among brokers and the commission rates
paid by the Portfolio of the Glenmede Fund are reviewed periodically by the Board.
The
Funds are required to identify any securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or their
parents that the Portfolio have acquired during the Funds’ most recent fiscal year. As of the fiscal year ended October 31,
2024, the Portfolio held securities of their regular broker/dealers as follows:
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) |
|
|
Citigroup
Global Markets |
|
|
$
275,931 |
|
|
|
|
|
|
|
|
During
the fiscal years ended October 31, 2024, 2023 and 2022, the Portfolio paid brokerage commissions as follows:
|
|
|
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) |
|
|
$
18,973 |
|
|
$22,638 |
|
|
$28,806 |
|
|
|
|
|
|
|
|
|
|
|
Significant
changes in brokerage commissions paid by the Portfolio from year to year have been due to changing asset levels and/or portfolio turnover.
To
the extent that the Portfolio effects brokerage transactions with a broker/dealer affiliated directly or indirectly with the Fund, the
investment advisers or Quasar Distributors, such transactions will be effected in compliance with applicable law.
Some
securities considered for investment by the Portfolio may also be appropriate for other clients served by the Advisor. If the purchase
or sale of securities is consistent with the investment policies of the Portfolio and one or more of these other clients served by Advisor
and is considered at or about the same time, transactions in such securities will be allocated among the Portfolio and clients in a manner
deemed fair and reasonable by Advisor. While in some cases this practice could have a detrimental effect on the price, value or quantity
of the security as far as the Portfolio is concerned, in other cases it is believed to be beneficial to the Portfolio.
ADDITIONAL
INFORMATION CONCERNING TAXES
The
following summarizes certain additional tax considerations generally affecting the Portfolio and its shareholders that are not described
in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Portfolio or its shareholders, and
the discussions here and in the Prospectus are not intended as a substitute for careful tax planning. Potential investors should consult
their tax advisers with specific reference to their own tax situations.
The
discussions of the Federal tax consequences in the Prospectus and this SAI are based on the Code, and the regulations issued under it,
and court decisions and administrative interpretations as in effect on the date of this SAI. Future legislative or administrative changes
or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive.
General
The
Portfolio qualified during its last taxable year and intends to continue to qualify as a regulated investment company under Subchapter
M of Subtitle A, Chapter 1, of the Code. As a regulated investment company, the Portfolio generally is exempt from Federal income tax
on its net investment income and realized capital gains that it distributes to shareholders. To qualify for treatment as a regulated investment
company, each of the Fund’s Portfolio must meet three important tests each year.
First,
the Portfolio must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments
with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income
derived with respect to its business of investing in such stock, securities, or currencies or net income derived from interests in qualified
publicly traded partnerships.
Second,
generally, at the close of each quarter of its taxable year, at least 50% of the value of the Portfolio’s assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated investment companies and securities of other issuers as
to which the Portfolio has not invested more than 5% of the value of its total assets in securities of such issuer and as to which the
Portfolio does not hold more than 10% of the outstanding voting securities of the issuer, and no more than 25% of the value of the Portfolio’s
total assets may be invested in the securities of (1) any one issuer (other than U.S. Government securities and securities of other regulated
investment companies), (2) two or more issuers that the Portfolio controls and which are engaged in the same or similar trades or businesses,
or (3) one or more qualified publicly traded partnerships.
Third,
the Portfolio must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income
and the excess of net short-term capital gain over net long-term capital loss) before taking into account any deduction for dividends
paid, and 90% of its tax-exempt income, if any, for the year.
The
Portfolio intends to comply with these requirements. If the Portfolio were to fail to make sufficient distributions, it could be liable
for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Portfolio could be disqualified
as a regulated investment company. If for any taxable year the Portfolio were not to qualify as a regulated investment company, all its
taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In that event,
taxable shareholders would recognize dividend income on distributions to the extent of the Portfolio’s current and accumulated earnings
and profits and corporate shareholders could be eligible for the dividends-received deduction.
The
Code imposes a nondeductible 4% excise tax on regulated investment companies that fail to distribute each year an amount equal to specified
percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Portfolio
intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.
Taxation
of Certain Investments
The
tax principles applicable to transactions in certain financial instruments, such as futures contracts and options, that may be engaged
in by the Portfolio, and investments in passive foreign investment companies (“PFICs”), are complex and, in some cases, uncertain.
Such transactions and investments may cause the Portfolio to recognize taxable income prior to the receipt of cash, thereby requiring
the Portfolio to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders to avoid corporate-level
tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term capital gain, so that the distributions
may be taxable to shareholders as ordinary income.
In
addition, in the case of any shares of a PFIC in which the Portfolio invests, the Portfolio may be liable for corporate-level tax on any
ultimate gain or distributions on the shares if the Portfolio fails to make an election to recognize income annually during the period
of its ownership of the shares.
State
and Local Taxes
Although
the Portfolio intends to qualify as a regulated investment company and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent
contractors are located, or in which it is otherwise deemed to be conducting business, the Portfolio may be subject to the tax laws of
such states or localities.
SHAREHOLDERS
SHOULD CONSULT THEIR TAX ADVISOR REGARDING ANY UNITED STATES FEDERAL TAX CONSEQUENCES OF HOLDING SHARES IN THE FUND’S PORTFOLIOS
IN LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES AS WELL AS ANY FOREIGN, STATE AND LOCAL OR OTHER TAX CONSEQUENCES THAT MAY ARISE AS A RESULT
OF HOLDING SHARES IN THE PORTFOLIO.
Description
of Shares and Voting Rights
The
shares of the Portfolio have no preference as to conversion, exchange, dividends, retirement or other rights, and, when issued and paid
for as provided in the Prospectus, will be fully paid and non-assessable. The shares of the Portfolio have no pre-emptive rights and do
not have cumulative voting rights, which means that the holders of more than 50% of the shares of the Fund voting for the election of
its Board members can elect 100% of the Board of that Fund if they choose to do so. A shareholder is entitled to one vote for each full
share held (and a fractional vote for each fractional share held), then standing in his or her name on the books of the particular Portfolio.
The Fund will not hold annual meetings of shareholders, except as required by the 1940 Act, the next sentence and other applicable law.
The Fund has undertaken that its Board will call a meeting of shareholders for the purpose of voting upon the question of removal of a
Board member or members if such a meeting is requested in writing by the holders of not less than 10% of the outstanding shares of the
particular Portfolio. To the extent required by the undertaking, the particular Portfolio will assist shareholder communication in such
matters.
Rule 18f-2
under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment
company shall not be deemed to have been effectively acted upon unless approved by a majority of the outstanding shares of the Portfolio
or class affected by the matter. The Portfolio or class is affected by a matter unless it is clear that the interests of the Portfolio
or class in the matter are substantially identical or that the matter does not affect any interest of the Portfolio or class. Under Rule
18f-2, the approval of an investment advisory agreement or any change in a fundamental investment policy would be effectively acted upon
with respect to the Portfolio only if approved by a majority of the outstanding shares of the Portfolio. However, Rule 18f-2 also provides
that the ratification of independent public accountants and the election of directors or trustees may be effectively acted upon by shareholders
of the Fund voting without regard to the Portfolio.
Not
with standing any provision of Maryland law requiring a greater vote of the Fund’s common stock (or of the shares of the Portfolio
or class voting separately as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule
18f-2 discussed above) or by the Fund’s Articles of Amendment and Restatement, the Fund may take or authorize such action upon the
favorable vote of the holders of more than 50% of the outstanding common stock of the Fund entitled to vote thereon. Under Maryland law,
the Board may liquidate the Portfolio or class without shareholder approval.
Certain
Record Holders
To
the Fund’s knowledge, the following shareholders held of record or beneficially owned 5% or more of the outstanding shares of the
indicated Portfolio as of August 1, 2025. Any shareholder that owns more than 25% of the outstanding shares of the Portfolio
or class may be presumed to “control” (as that term is defined in the 1940 Act) the Portfolio or class. Shareholders controlling
the Portfolio or class could have the ability to vote a majority of the shares of the Portfolio or class on any matter requiring approval
of shareholders of the Portfolio or class.
|
|
|
|
|
|
|
|
|
|
SMID
Core Equity Portfolio |
|
|
Lauer
& Co.
c/o
Glenmede Trust Co
One
Liberty Place
1650
Market ST STE 4000
Philadelphia,
PA 19103 |
|
|
Record |
|
|
44.09% |
SMID
Core Equity Portfolio |
|
|
Lauer
& Co.
c/o
Glenmede Trust Co
One
Liberty Place
1650
Market ST STE 4000
Philadelphia,
PA 19103 |
|
|
Record |
|
|
26.79% |
SMID
Core Equity Portfolio |
|
|
Charles
Schwab & Co., Inc.
Special
Custody Account
For
The Exclusive Benefit Of Customers
Attn:
Mutual Funds Operations
211
Main Street
San
Francisco CA 94105-1905 |
|
|
Record |
|
|
13.22% |
SMID
Core Equity Portfolio |
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RBC
Capital Markets, LLC
Mutual
fund Omnibus Processing
Attn
Mutual Fund Ops
Manager
250
Nicollet Mall, Suite 1400
Minneapolis,
MN 55401 |
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Record |
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9.30% |
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As
of August 1, 2025, the Directors and officers of the Fund collectively owned less than 1% of the outstanding shares of each
of the Fund’s Portfolios.
Dividends
and Distributions
The
Portfolio’s policy is to distribute substantially all of its net investment income, if any, together with any net realized capital
gains in the amount and at the times that will avoid both income (including capital gains) taxes on it and the imposition of the Federal
excise tax on undistributed income and gains. The amounts of any income dividends or capital gains distributions for the Portfolio cannot
be predicted.
The
Fund’s Financial Statements for the SMID Core Equity Portfolio, for the year
ended October 31, 2024, and the financial highlights for each of the respective periods presented, appearing in the
2024 Annual Financial Statements, and the reports thereon of Cohen & Company, Ltd.,
the Fund’s independent registered public accounting firm, also appearing therein, are incorporated by reference in this SAI. No
other parts of the 2024 Annual Financial Statements are incorporated herein.
The
Fund’s unaudited Financial Statements for the six-month period ended April 30, 2025, and the financial highlights for each of the respective
periods presented, appearing in the
2025
Semi-Annual Financial Statements, are incorporated by reference in this SAI. No
other parts of the 2025 Semi-Annual Financial Statements are incorporated herein.
The
Fund’s Prospectuses and this SAI do not contain all the information included in the Registration Statement filed with the SEC under
the Securities Act of 1933, as amended, with respect to the securities offered by the Prospectuses. Certain portions of the Registration
Statement have been omitted from the Prospectuses and this SAI pursuant to the rules and regulations of the SEC. The Registration Statement,
including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C.
Statements
contained in the Prospectuses or in this SAI as to the contents of any contract or other documents referred to are not necessarily complete,
and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement
of which the Prospectuses and this SAI form a part, each such statement being qualified in all respects by such reference.
The
third-party marks appearing above are the marks of their respective owners.
THE
GLENMEDE FUND, INC.
PART
C. OTHER INFORMATION
Item
28. Exhibits
| (a) |
(1) |
Articles
of Amendment and Restatement, dated October 12, 1988, are incorporated herein by reference to Exhibit 1(a) of Post-Effective Amendment
No. 17 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the Securities and Exchange
Commission (“SEC”) on December 29, 1995 (“Post-Effective Amendment No. 17”). |
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| |
(2) |
Articles
Supplementary, dated August 16, 1989, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(b) of Post-Effective Amendment
No. 17. |
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|
| |
(3) |
Articles
Supplementary, dated February 28, 1991, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(c) of Post-Effective Amendment
No. 17. |
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|
|
| |
(4) |
Articles
Supplementary, dated March 3, 1992, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(d) of Post-Effective Amendment
No. 17. |
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|
| |
(5) |
Articles
Supplementary, dated June 2, 1992, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(e) of Post-Effective Amendment No.
17. |
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|
| |
(6) |
Articles
Supplementary, dated September 30, 1994, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(f) of Post-Effective Amendment
No. 17. |
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|
| |
(7) |
Articles
Supplementary, dated December 30, 1994, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(g) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(8) |
Articles
of Amendment, dated February 26, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(h) of Post-Effective Amendment
No. 21 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) as filed with the SEC on June
6, 1997 (“Post-Effective Amendment No.
21”). |
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| |
(9) |
Articles
Supplementary, dated September 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(i) of Post-Effective Amendment
No. 24 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on October
31, 1997 (“Post-Effective Amendment No.
24”). |
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(10) |
Articles
of Amendment, dated September 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(i) of Post-Effective Amendment
No. 24. |
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(11) |
Articles
of Amendment, dated September 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(k) of Post-Effective Amendment
No. 24. |
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|
| |
(12) |
Articles
Supplementary, dated September 25, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(l) of Post-Effective Amendment
No. 24. |
| |
|
|
| |
(13) |
Articles
of Amendment, dated December 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(m) of Post-Effective Amendment
No. 26 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on March
2, 1998 (“Post-Effective Amendment No.
26”). |
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(14) |
Articles
Supplementary, dated December 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(n) of Post-Effective Amendment
No. 26. |
| |
(15) |
Articles
of Amendment, dated August 18, 1998, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (15) of Post-Effective Amendment
No. 27 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on December
23, 1998 (“Post-Effective Amendment
No. 27”). |
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| |
(16) |
Articles
Supplementary, dated October 11, 1999, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (16) of Post-Effective Amendment
No. 29 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on October
15, 1999 (“Post-Effective
Amendment No. 29”). |
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(17) |
Articles
Supplementary, dated December 13, 1999, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (17) of
Post-Effective Amendment No. 30 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with
the SEC on December 15, 1999 (“Post-Effective Amendment No. 30”). |
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(18) |
Articles
of Amendment, dated February 1, 2000, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (18) of Post-Effective
Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
28, 2000 (“Post-Effective Amendment No. 31”). |
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(19) |
Articles
Supplementary, dated September 25, 2001, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (19) of
Post-Effective Amendment
No. 33 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on November
29, 2001 (“Post-Effective Amendment
No. 33”). |
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(20) |
Articles
Supplementary dated, March 18, 2002, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (20) of Post-Effective Amendment
No. 35 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 27, 2003
(“Post-Effective Amendment No. 35”). |
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(21) |
Articles
of Amendment, dated March 18, 2002, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (21) of Post-Effective Amendment
No. 35. |
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(22) |
Articles
Supplementary, dated July 30, 2002, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (22) of Post-Effective Amendment
No. 35. |
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(23) |
Articles
Supplementary, dated December 10, 2003, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (23) of
Post-Effective Amendment
No. 36 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on December
12, 2003 (“Post-Effective Amendment No. 36”). |
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(24) |
Articles
Supplementary, dated December 8, 2004, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (24) of Post-Effective Amendment
No. 39 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
25, 2005 (“Post-Effective
Amendment No. 39”). |
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(25) |
Articles
Supplementary, dated February 7, 2005, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (25) of Post-Effective Amendment
No. 39. |
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(26) |
Articles
of Amendment, dated February 7, 2005, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (26) of Post-Effective Amendment
No. 39. |
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| |
(27) |
Articles
of Amendment, dated June 14, 2005, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (27) of Post-Effective Amendment
No. 40 of the Registrant’s Registration Statement on Form N-1A (Nos.33-22884/811-5577) filed with the SEC on December
15, 2005 (“Post-Effective
Amendment No. 40”). |
| |
(28) |
Articles
Supplementary, dated June 15, 2006, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (28) of Post-Effective Amendment
No. 42 of the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on June 29,
2006 (“Post-Effective Amendment
No. 42”). |
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(29) |
Articles
Supplementary, dated September 11, 2006, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (29) of
Post-Effective Amendment
No. 43 of the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on September
28, 2006 (“Post-Effective Amendment No. 43”). |
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(30) |
Articles
Supplementary, dated January 12, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (30) of Post-Effective Amendment
No. 44 of the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
23, 2007 (“Post-Effective
Amendment No. 44”). |
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|
|
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(31) |
Articles
Supplementary, dated July 24, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (31) of Post-Effective Amendment
No. 45 of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 28,
2008 (“Post-Effective
Amendment No. 45”). |
| |
|
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(32) |
Articles
of Amendment, dated September 17, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (32) of
Post-Effective Amendment
No. 45. |
| |
|
|
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(33) |
Articles
Supplementary, dated December 28, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (33) of
Post-Effective Amendment
No. 45. |
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(34) |
Articles
Supplementary, dated March 3, 2008 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (34) of Post-Effective Amendment
No. 46 of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 27,
2009 (“Post-Effective
Amendment No. 46”). |
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(35) |
Articles
Supplementary, dated April 14, 2010, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (35) of
Post-Effective Amendment
No. 50 of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on June 30, 2010
(“Post-Effective Amendment
No. 50”). |
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(36) |
Articles
Supplementary, dated December 15, 2010, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (36)
of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 52 filed with the SEC on December 29, 2010
(“Post-Effective Amendment No. 52”). |
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(37) |
Articles
Supplementary, dated June 3, 2011, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (37) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 55 filed with the SEC on February
24, 2012 (“Post-Effective
Amendment No. 55”). |
| |
|
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(38) |
Articles
Supplementary, dated June 27, 2012, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (38) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 58 filed with the SEC on September
28, 2012 (“Post-Effective
Amendment No. 58”). |
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|
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| |
(39) |
Articles
Supplementary, dated June 5, 2013, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (39) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 62 filed with the SEC on February
28, 2014 (“Post-Effective
Amendment No. 62”). |
| |
(40) |
Articles
of Amendment, dated February 12, 2014, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (40) of Post-Effective Amendment
No. 62. |
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|
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(41) |
Articles
Supplementary, dated June 12, 2014, to Articles of Incorporation, are incorporated herein by reference to Exhibit (a) (41) of Post-Effective Amendment
No. 64 filed with the SEC on July 18, 2014 (“Post-Effective Amendment No. 64”). |
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(42) |
Articles
Supplementary, dated August 7, 2014, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (42) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 65 filed with the SEC on September
30, 2014 (“Post-Effective
Amendment No. 65”). |
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(43) |
Articles
Supplementary, dated September 17, 2014, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (43) of
Post-Effective Amendment
No. 65. |
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|
|
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(44) |
Articles
Supplementary, dated April 21, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (44) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 75 filed with the SEC on May 1, 2015
(“Post-Effective Amendment
No. 75”). |
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(45) |
Articles
of Amendment, dated April 21, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (45) of Post-Effective Amendment
No. 75. |
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(46) |
Articles
Supplementary, dated June 11, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (46) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 76 filed with the SEC on June 25,
2015 (“Post-Effective Amendment
No. 76”). |
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(47) |
Articles
Supplementary, dated September 10, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (47) of
Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 78 filed with the SEC on October
8, 2015 (“Post-Effective
Amendment No. 78”). |
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(48) |
Articles
Supplementary, dated December 23, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (48) of
Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 79 filed with the SEC on December
22, 2015 (“Post-Effective
Amendment No. 79”). |
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(49) |
Articles
Supplementary, dated March 28, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (49) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 83 filed with the SEC on April 15,
2016 (“Post-Effective Amendment
No. 83”). |
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(50) |
Articles
Supplementary, dated June 16, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (50) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 86 filed with the SEC on July 14, 2016
(“Post-Effective Amendment
No. 86”). |
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(51) |
Articles
of Amendment, dated June 16, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (51) of Post-Effective Amendment
No. 86. |
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|
|
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(52) |
Articles
Supplementary, dated September 20, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (52) of
Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 89 filed with the SEC on October
7, 2016 (“Post-Effective
Amendment No. 89”). |
| |
(53) |
Articles
Supplementary, dated December 15, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (53) of
Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 90 filed with the SEC on December
21, 2016 (“Post-Effective
Amendment No. 90”). |
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(54) |
Articles
of Amendment, dated February 28 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (54) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 95 filed with the SEC on May 5, 2017
(“Post-Effective Amendment
No. 95”). |
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(55) |
Articles
Supplementary, dated June 15, 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (55) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 97 filed with the SEC on August 30,
2017 (“Post-Effective Amendment
No. 97”). |
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(56) |
Articles
Supplementary, dated December 14, 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (56) of
Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 100 filed with the SEC on February
28, 2018 (“Post-Effective
Amendment No. 100”). |
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(57) |
Articles
of Amendment, dated December 14, 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (57) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 102 filed with the SEC on October
5, 2018 (“Post-Effective
Amendment No. 102”). |
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(58) |
Article
Supplementary, dated September 18, 2018, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (58) of
Post-Effective Amendment
No. 102. |
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|
| |
(59) |
Articles
of Amendment, dated December 13, 2018, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (59) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 105 filed with the SEC on February
14, 2019 (“Post-Effective
Amendment No. 105”). |
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(60) |
Articles
Supplementary, dated December 13, 2018, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (60) of
Post-Effective Amendment
No. 105. |
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|
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(61) |
Articles
of Amendment, dated March 10, 2020, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (61) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A ((Nos. 33-22884/811-05577) No. 111 filed with the SEC on February
26, 2021 (“Post-Effective
Amendment No. 111”). |
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| |
(62) |
Articles
Supplementary, dated September 10, 2020, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (62) of
Post-Effective Amendment
No. 111. |
| |
|
|
| |
(63) |
Articles
Supplementary, dated October 13, 2021, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (63) of Post-Effective Amendment
No. 112. |
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|
|
| |
(64) |
Articles
of Amendment dated March 9, 2022, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (64) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 113 filed with the SEC on December
28, 2022 (“Post-Effective
Amendment No. 113”). |
| |
(65) |
Articles
Supplementary, dated April 7, 2023, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (65) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 116 filed with the SEC on June 26, 2023 (“Post-Effective
Amendment No. 116”) . |
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(66) |
Articles
of Amendment, dated June 21, 2023, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (66) of Post-Effective Amendment
No. 116. |
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|
|
| |
(67) |
Articles
Supplementary dated September 13, 2024 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (67)
of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 0001133228-24-009300) No. 119 filed with the SEC on October 4, 2024
(“Post-Effective Amendment
No. 119)”. |
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(68) |
Articles
of Amendment dated September 13, 2024 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (68) of
Post-Effective Amendment
No. 119. |
| |
|
|
| |
(69) |
Articles
of Amendment dated December 4, 2024 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (69) of
Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Accession No. 0001133228-25-001601) No. 121 filed with the SEC on February
27, 2028 (“Post-Effective Amendment No. 121”). |
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| |
(70) |
Articles
of Amendment, dated March 5, 2025 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(70) of Post-Effective
Amendment No. 123 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on May
5, 2025 (“Post-Effective Amendment No. 123”). |
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| |
(71) |
Articles
Supplementary, dated March 5, 2025, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(71) of Post-Effective
Amendment No. 123. |
| |
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|
| |
(72) |
Articles
of Amendment to the Articles of Incorporation are filed herewith. |
| |
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|
| |
(73) |
Articles
Supplementary to the Articles of Incorporation are filed herewith. |
| |
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|
| (b) |
(1) |
By-Laws
of Registrant as amended on March 9, 2022, are incorporated herein by reference to Exhibit (b) (1) of Post-Effective Amendment No. 113. |
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|
|
| (c) |
(1) |
See: Article
Fifth, Articles of Amendment and Restatement, dated October 12, 1988, which are incorporated herein by reference to Exhibit 1(a)
of Post-Effective Amendment No. 17; Articles
Supplementary, dated August 16, 1989, to Articles of Incorporation which are incorporated herein
by reference to Exhibit 1(b) of Post-Effective
Amendment No. 17; Articles Supplementary,
dated February 28, 1991, to Articles of Incorporation
which are incorporated herein by reference
to Exhibit 1(c) of Post-Effective Amendment No. 17; Articles
Supplementary dated March 3, 1992 to Articles
of Incorporation which are incorporated
herein by reference to Exhibit 1(d) of Post-Effective Amendment No.
17; Articles Supplementary dated June 2,
1992 to Articles of Incorporation which
are incorporated herein by reference to Exhibit 1(e) of Post-Effective
Amendment No. 17; Articles Supplementary,
dated September 30, 1994, to Articles of
Incorporation which are incorporated herein
by reference to Exhibit 1(f) of Post-Effective Amendment No. 17; Articles Supplementary,
dated December 30, 1994, to Articles of Incorporation
which are incorporated herein by reference to Exhibit 1(g) of Post-Effective Amendment
No. 17; Articles Supplementary, dated September
22, 1997, to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(i)
of Post-Effective Amendment No. 24; Articles
Supplementary, dated September 25, 1997, to Articles of Incorporation which are incorporated herein by
reference to Exhibit 1(l) of Post-Effective
Amendment No. 24; Articles Supplementary,
dated December 22, 1997, to Articles of Incorporation which are incorporated
herein by reference as Exhibit 1(n) of Post-Effective Amendment No. 26; Articles
Supplementary, dated October 11, 1999, to Articles
of Incorporation which
are incorporated herein by reference to Exhibit (a) (16) of Post-Effective Amendment No. 29; Articles Supplementary,
dated December 13, 1999,
to Articles of Incorporation which are incorporated herein by reference to |
| |
|
Exhibit
(a) (17) of Post-Effective Amendment No. 30; Articles
Supplementary, dated September 25, 2001, to Articles of Incorporation which are incorporated herein by
reference to Exhibit (a) (19) of Post-Effective
Amendment No. 33; Articles
Supplementary, dated March 18, 2002, to Articles of Incorporation
which are incorporated herein by reference to Exhibit
(a) (20) of Post-Effective Amendment No. 35; Articles
Supplementary, dated July
30, 2002, to Articles of Incorporation which are incorporated herein
by reference to Exhibit (a) (22) of Post-Effective Amendment No.
35; Articles Supplementary,
dated December 10, 2003, to Articles of Incorporation
which are incorporated herein by reference to Exhibit (a)
(23) of Post-Effective Amendment No. 36; Articles
Supplementary, dated December
8, 2004, to Articles of Incorporation which are incorporated
herein by reference to Exhibit (a) (24) of Post-Effective Amendment No. 39; Articles
Supplementary, dated February 7, 2005, to Articles
of Incorporation which are incorporated herein by reference to Exhibit (a) (25) of Post-Effective
Amendment No. 39; Articles Supplementary,
dated June 15, 2006, to Articles of Incorporation which are incorporated herein by reference to Exhibit
(a) (28) of Post-Effective Amendment
No. 42; Articles Supplementary,
dated September 11, 2006, to Articles of Incorporation which are incorporated
herein by reference to Exhibit
(a) (29) of Post-Effective Amendment No. 43; Articles
Supplementary, dated January 12, 2007 to Articles of Incorporation
which are incorporated herein by reference to Exhibit (a) (30) of Post-Effective Amendment No. 44; Articles
Supplementary, dated
July 24, 2007, to Articles
of Incorporation which are incorporated herein by reference to Exhibit (a) (31) of Post-Effective Amendment No.
45; Articles of Amendment,
dated September 17, 2007, to Articles of Incorporation which are incorporated herein by reference to Exhibit (a)
(32) of Post-Effective Amendment
No. 45; Articles Supplementary,
dated December 28, 2007 to Articles of Incorporation which are incorporated
herein by reference to Exhibit (a)
(33) to Post-Effective Amendment No. 45; Articles
Supplementary, dated March 3, 2008 to Articles
of Incorporation which are incorporated herein by reference
to Exhibit (a) (34) to Post-Effective Amendment No. 46; Articles Supplementary,
dated April 14, 2010, which are incorporated herein by reference
to Exhibit (a) (35) to Post-Effective Amendment No.
50; Articles Supplementary,
dated December 15, 2010, which are incorporated by reference to
Exhibit (a) (36) to Post-Effective Amendment
No. 52; Articles Supplementary
to Articles of Incorporation, dated June 3, 2011, which are incorporated by
reference to Exhibit(a) (37) to
Post-Effective Amendment No. 55; Articles
Supplementary to Articles of Incorporation, dated June 27, 2012, which are incorporated by
reference to Exhibit (a) (38) to Post-Effective Amendment No. 58; Articles
Supplementary to Articles of Incorporation, dated June 5, 2013, which
are incorporated by reference to Exhibit (a) (39) to Post-Effective Amendment No. 62; Articles
Supplementary to Articles of Incorporation, dated
June 12, 2014, which are incorporated by reference to Exhibit (a) (41) to Post-Effective Amendment No. 64; Articles Supplementary
to Articles of Incorporation,
dated August 7, 2014, which are incorporated by reference to Exhibit (a) (42) to Post-Effective Amendment
No. 65; Articles Supplementary to
Articles of Incorporation, dated September 17, 2014, which are incorporated by reference to Exhibit
(a) (43) to Post-Effective Amendment No. 65; Articles
Supplementary to Articles of Incorporation, dated April 21, 2015, which are incorporated
by reference to Exhibit (a) (44) of Post-Effective Amendment
No. 75; Articles Supplementary
to Articles of Incorporation, dated June
11, 2015, which are incorporated by reference to Exhibit (a) (46) of Post-Effective
Amendment No. 76; Articles
Supplementary to Articles of
Incorporation, dated September 10, 2015, which are incorporated by reference to Exhibit
(a) (47) of Post-Effective Amendment No.
78; Articles Supplementary
to Articles of Incorporation, dated December 23, 2015, which are incorporated
by reference to Exhibit (a) (48) of
Post-Effective Amendment No. 79; Articles
Supplementary to Articles of Incorporation, dated March 28, 2016,
which are incorporated by reference
to Exhibit (a) (49) of Post-Effective Amendment No. 83; Articles
Supplementary to Articles of Incorporation, dated
June 16, 2016, which are
incorporated herein by reference to Exhibit (a) (50) of Post-Effective Amendment No. 86; Articles
Supplementary to Articles
of Incorporation, dated September
20, 2016, which are incorporated herein by reference to Exhibit (a) (52) of Post-Effective Amendment No.
89; Articles Supplementary
to Articles of Incorporation, dated December 15, 2016, which are incorporated herein by reference to Exhibit (a)
(53) of Post-Effective Amendment
No. 90; Articles Supplementary
to Articles of Incorporation, dated June 15, 2017, which are incorporated
herein by reference to Exhibit
(a) (55) of Post-Effective Amendment No. 97; Articles
Supplementary to Articles of Incorporation, dated
December 14, 2017, which are incorporated
herein by reference to Exhibit (a) (56) of Post-Effective Amendment No. 100; Articles Supplementary
to Articles of Incorporation, dated September
18, 2018, which are incorporated herein by reference to Exhibit (a) (58) of Post-Effective
Amendment No. 102; Articles
Supplementary to Articles
of Incorporation, dated December 13, 2018, which are incorporated herein by
reference to Exhibit (a) (60) of Post-Effective Amendment No. 105; and Sections
(7) and (11) of Article II, Article VII and Section (3) of Article
VIII of Registrant’s By-Laws which are incorporated herein by reference to Exhibit
2 of Post-Effective Amendment No. 17. |
| (d) |
(1) |
Investment
Advisory Agreement between Registrant and The Glenmede Trust Company, dated October 25, 1988, is incorporated herein by reference
to Exhibit 5(a) of Post-Effective Amendment
No. 17. |
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(2) |
Amendment
No. 1, dated September 13, 1994, to Investment Advisory Agreement between Registrant and The Glenmede Trust Company is incorporated herein
by reference to Exhibit 5(c) of Post-Effective Amendment No. 17. |
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(3) |
Investment
Advisory Agreement between the Registrant and The Glenmede Trust Company relating to the Small Cap Equity Portfolio (formerly,
the Small Capitalization Equity Portfolio), dated January 1, 1998, is incorporated herein by reference to Exhibit (d) (10) of Post-Effective Amendment
No. 27. |
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(4) |
Assumption
and Guarantee, dated September 1, 2000, between The Glenmede Trust Company and Glenmede Advisers, Inc. with respect to the Investment Advisory
Agreement between Registrant and The Glenmede Trust Company relating to the Government Cash, Tax-Exempt Cash, Core
Fixed Income, Strategic
Equity, International and Large Cap Value Portfolios is incorporated herein by reference to Exhibit (d) (10) of Post-Effective
Amendment No. 32
to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
28, 2001 (“Post-Effective Amendment
No. 32”). |
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(5) |
Assumption
and Guarantee, dated September 1, 2000, between The Glenmede Trust Company and Glenmede Advisers, Inc. with respect to the Investment Advisory
Agreement between Registrant and The Glenmede Trust Company relating to the Small Cap Equity Portfolio is incorporated
herein by reference to
Exhibit (d) (12) of Post-Effective Amendment No. 32. |
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(6) |
Investment
Advisory Agreement, dated as of February 27, 2004, between Registrant and Glenmede Advisers, Inc. relating to Large Cap 100 Portfolio
is incorporated herein
by reference to Exhibit (d) (19) of Post-Effective Amendment No. 39. |
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(7) |
Investment
Advisory Agreement, dated as of February 27, 2004, between Registrant and Glenmede Advisers, Inc. relating to Large Cap Growth
Portfolio is incorporated
herein by reference to Exhibit (d) (20) of Post-Effective Amendment No. 39. |
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(8) |
Amendment
No. 2 to Investment Advisory Agreement, dated as of August 1, 2005, between Registrant and Glenmede Advisers, Inc. relating to Core
Fixed Income Portfolio,
International Portfolio, Large Cap Value Portfolio and Strategic Equity Portfolio is incorporated herein by reference
to Exhibit (d) (21) of
Post-Effective Amendment No. 40. |
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(9) |
Investment
Advisory Agreement, dated September 26, 2006, between Registrant and Glenmede Advisers, Inc. relating to Total Market Long/Short Portfolio
is incorporated herein by reference to Exhibit (d) (25) of Post-Effective Amendment No. 43. |
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(10) |
Investment
Advisory Agreement, dated September 26, 2006, between Registrant and Glenmede Advisers, Inc. relating to Absolute Return Portfolio
is incorporated herein by
reference to Exhibit (d) (24) of Post-Effective Amendment No. 43. |
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(11) |
Amendment
to Investment Advisory Agreements, dated as of January 1, 2007, among the Registrant, Glenmede Advisers, Inc., and Glenmede Investment Management
LP, relating to the Government Cash, Tax-Exempt Cash, Core Fixed Income (formerly, Intermediate Government), Strategic
Equity (formerly, Equity),
International, Large Cap Value (formerly, Model Equity), U.S. Emerging Growth (formerly, Small Capitalization
Growth), Small Cap Equity
(formerly, Small Capitalization Equity), Large Cap Growth, Large Cap 100, Absolute Return and Total
Market Long/Short Portfolios is incorporated
herein by reference to Exhibit (d) (28) of Post-Effective Amendment No. 44. |
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(13) |
Investment
Advisory Agreement, dated September 28, 2012, between Registrant and Glenmede Investment Management LP, relating to the International Secured
Options Portfolio is incorporated by reference to Exhibit (d) (43) of Post-Effective Amendment No. 58. |
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(14) |
Investment
Advisory Agreement, dated December 22, 2015, between Registrant and Glenmede Investment Management LP, relating to the Women
in Leadership U.S. Equity
Portfolio is incorporated herein by reference to Exhibit (d) (67) of Post-Effective Amendment No. 79. |
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(15) |
Investment
Advisory Agreement, dated December 22, 2015, between Registrant and Glenmede Investment Management LP, relating to the Environmental
Accountability Portfolio (formerly, Responsible ESG U.S. Equity Portfolio) is incorporated herein by reference to Exhibit (d) (68)
of Post-Effective Amendment No. 79. |
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(16) |
Investment
Advisory Agreement, dated June 29, 2016, between Registrant and Glenmede Investment Management LP, relating to the Short Term
Tax Aware Fixed Income Portfolio
is incorporated herein by reference to Exhibit (d) (81) of Post-Effective Amendment No. 84 to the Registrant’s
Registration Statement on
Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on June 29, 2016 (“Post-Effective Amendment
No. 84”). |
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(17) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to the Equity Income Portfolio is incorporated herein
by reference to Exhibit (d) (83) of Post-Effective Amendment No. 90. |
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(18) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to the Disciplined U.S. Value Equity Portfolio (formerly,
Quantitative U.S. Large Cap Value
Equity Portfolio) is incorporated herein by reference to Exhibit (d) (92) of Post-Effective Amendment No. 98
to the Registrant’s Registration
Statement on Form N-1A (Nos. 33-22884/811-05577) filed with the SEC on November 13, 2017 (“Post-Effective Amendment No.
98”). |
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(19) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to the Disciplined U.S. Small Cap Equity Portfolio
(formerly, Quantitative U.S. Small Cap Equity
Portfolio) is incorporated herein by reference to Exhibit (d) (93) of Post-Effective Amendment No.
98. |
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(20) |
Advisory
Fee Reduction Commitment, dated May 5, 2025, for the Disciplined International Equity Portfolio is incorporated herein by reference
to Exhibit (d)(20) of Post-Effective Amendment No. 123. |
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(21) |
Contractual
Fee Waiver Agreement, dated February 6, 2025 between Registrant and Glenmede Investment Management LP, relating to the Long/Short
Equity Portfolio and Total Market Plus Equity Portfolio incorporated herein by reference to Exhibit (d)(20) of Post-Effective Amendment
No. 121. |
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(22) |
Contractual
Fee Waiver Agreement, dated February 6, 2025 between Registrant and Glenmede Investment Management LP, relating to the Equity
Income Portfolio is incorporated herein by reference to Exhibit (d)(21) of Post-Effective Amendment No. 121. |
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(23) |
Contractual
Fee Waiver Agreement, dated October 4, 2024 between Registrant and Glenmede Investment Management LP, relating to the Environmental Accountability
Portfolio is incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment No. 119. |
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(24) |
Contractual
Fee Waiver Agreement, dated February 6, 2025 between Registrant and Glenmede Investment Management LP, relating to the Women in Leadership
U.S. Equity Portfolio incorporated herein by reference to Exhibit (d)(22) of Post-Effective Amendment No. 121. |
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(25) |
Contractual
Fee Waiver Agreement, dated May 5, 2025, between Registrant and Glenmede Investment Management LP, relating to the Disciplined International
Equity Portfolio is incorporated herein by reference to Exhibit (d)(25) of Post-Effective Amendment No. 123. |
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(26) |
Contractual
Fee Waiver Agreement, dated May 5, 2025, between Registrant and Glenmede Investment Management LP, relating to the Global Secured
Options Portfolio is incorporated herein by reference to Exhibit (d)(26) of Post-Effective Amendment No. 123. |
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(27) |
Contractual
Fee Waiver Agreement, dated February 6, 2025 between Registrant and Glenmede Investment Management LP, relating to the Disciplined
U.S. Value Equity Portfolio is incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 121. |
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(28) |
Contractual
Fee Waiver Agreement, dated May 5, 2025, between Registrant and Glenmede Investment Management LP, relating to the Disciplined U.S.
Small Cap Equity Portfolio is incorporated herein by reference to Exhibit (d)(28) of Post-Effective Amendment No. 123. |
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(29) |
Contractual
Fee Waiver Agreement, between Registrant and Glenmede Investment Management LP, relating to the SMID Core Equity Portfolio (formerly,
Women in Leadership U.S. Equity Portfolio) is filed herewith. |
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| (e) |
(1) |
Distribution
Agreement, dated March 31, 2020, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment Management
LP is incorporated herein
by reference to Exhibit (e) (1) of Post-Effective Amendment No. 111. |
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(2) |
Distribution
Agreement, dated September 30, 2021, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment Management
LP is incorporated herein
by reference to Exhibit (e) (2) of Post-Effective Amendment No. 112. |
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(3) |
First
Amendment to the Distribution Agreement, dated June 21, 2022, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment Management
LP, is incorporated herein by reference to Exhibit (e) (3) of Post-Effective Amendment No. 115. |
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(4) |
Second
Amendment to the Distribution Agreement, dated June 28, 2023, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment
Management LP is incorporated herein by reference to Exhibit (e) (4) of Post-Effective Amendment No. 116. |
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| (f) |
Not Applicable. |
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| (g) |
(1) |
Custody
Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by reference
to Exhibit (g) (2) of Post-Effective
Amendment No. 33. |
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(2) |
Delegation
Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by reference
to Exhibit (g) (3) of Post-Effective
Amendment No. 33. |
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(3) |
Amendment
to Custody Agreement, effective March 28, 2003, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit
(g) (5) of Post-Effective Amendment No. 36. |
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(4) |
First
Amendment to Custody Agreement, dated as of December 10, 2003, between Registrant and Investors Bank & Trust Company is incorporated
herein by reference to
Exhibit (g) (5) of Post-Effective Amendment No. 37 to registrant’s Registration Statement on Form N1-A
(Nos. 33-22884/811-5577) filed with
the SEC on February 27, 2004 (“Post-Effective Amendment No. 37”). |
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(5) |
Second
Amendment to Custody Agreement, dated September 19, 2006, between Registrant and Investors Bank & Trust Company is incorporated
herein by reference to Exhibit
(g) (5) of Post-Effective Amendment No. 43. |
| |
(6) |
Transfer
Agency Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by
reference to Exhibit (g) (4) of
Post-Effective Amendment No. 33. |
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(7) |
First
Amendment to Transfer Agency Agreement, dated as of December 10, 2003, between Registrant and Investors Bank & Trust Company
is incorporated herein
by reference to Exhibit (g) (6) of Post-Effective Amendment No. 37. |
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(8) |
Second
Amendment to Transfer Agency Agreement, dated September 19, 2006, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (g) (8) of Post-Effective Amendment No. 43. |
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(9) |
Third
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Secured Options Portfolio, is incorporated
herein by reference to Exhibit (g) (9) of Post-Effective Amendment No. 50. |
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(10) |
Third
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Secured
Options Portfolio,
is incorporated herein by reference to Exhibit (g) (10) of Post-Effective Amendment No. 50. |
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(11) |
Fifth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the International Secured Options Portfolio,
is incorporated herein by reference to Exhibit (g) (13) of Post-Effective Amendment No. 58. |
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(12) |
Fifth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding International
Secured Options Portfolio,
is incorporated herein by reference to Exhibit (g) (14) of Post-Effective Amendment No. 58. |
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(13) |
Sixth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company is incorporated herein
by reference to Exhibit (g)
(15) of Post-Effective Amendment No. 62. |
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(14) |
Seventh
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Women in Leadership U.S.
Equity Portfolio, Environmental Accountability Portfolio (formerly, Responsible ESG U.S. Equity Portfolio) and High Yield Municipal
Portfolio, is incorporated
herein by reference to Exhibit
(g) (18) of Post-Effective Amendment No. 79. |
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(15) |
Eighth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Women
in Leadership U.S. Equity
Portfolio, Environmental Accountability Portfolio (formerly, Responsible ESG U.S. Equity Portfolio) and High Yield Municipal Portfolio,
is incorporated herein by
reference to Exhibit (g) (19) of Post-Effective Amendment No. 79. |
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(16) |
Eighth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Short Term Tax Aware Fixed
Income Portfolio is incorporated
herein by reference to Exhibit (g) (20) of Post-Effective Amendment No. 84. |
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(17) |
Ninth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Short Term
Tax Aware Fixed Income Portfolio
is incorporated herein by reference to Exhibit (g) (21) of Post-Effective Amendment No. 84. |
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(18) |
Ninth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Equity Income Portfolio is incorporated
herein by reference to Exhibit (g) (22) of Post-Effective Amendment No. 90. |
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(19) |
Tenth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Equity
Income Portfolio is incorporated
herein by reference to Exhibit (g) (23) of Post-Effective Amendment No. 90. |
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(20) |
Tenth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Disciplined U.S. Value Equity Portfolio
(formerly, Quantitative U.S. Large Cap
Value Equity Portfolio) and Disciplined U.S. Small Cap Equity Portfolio (formerly, Quantitative U.S. Small
Cap Equity Portfolio) is incorporated herein by reference to Exhibit (g) (24) of Post-Effective
Amendment No. 98. |
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(21) |
Eleventh
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Disciplined U.S.
Value Equity Portfolio (formerly, Quantitative U.S. Large Cap Value Equity Portfolio) and Disciplined U.S. Small Cap Equity Portfolio
(formerly, Quantitative
U.S. Small Cap Equity Portfolio) is incorporated herein by reference to Exhibit (g) (25) of Post-Effective Amendment No. 98. |
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| (h) |
(1) |
Administration
Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by reference to
Exhibit (h) (4) of Post-Effective Amendment No. 33. |
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(2) |
First
Amendment to Administration Agreement, dated as of December 10, 2003, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (h) (3) of Post-Effective Amendment No. 37. |
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(3) |
Second
Amendment to Administration Agreement, dated September 26, 2006, between Registrant and Investors Bank & Trust Company, is incorporated herein
by reference to Exhibit (h) (3) of Post-Effective Amendment No. 43. |
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(4) |
Amended
and Restated Shareholder Servicing Plan and related Agreement, dated September 26, 2006, between the Registrant and The Glenmede
Trust Company N.A. is incorporated
herein by reference to Exhibit (h) (4) of Post-Effective Amendment No. 43. |
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(5) |
Securities
Lending Agency Agreement, dated September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (h)
(5) of Post-Effective Amendment No. 43. |
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(6) |
Amendment
No. 1 to Securities Lending Agency Agreement, dated as of February 28, 2004, between Registrant and Investors Bank & Trust Company,
is incorporated herein by reference
to Exhibit (h) (6) of Post-Effective Amendment No. 43. |
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(7) |
Amendment
No. 2 to Securities Lending Agency Agreement, dated as of September 19, 2006, between Registrant and Investors Bank & Trust Company
is incorporated herein by reference
to Exhibit (h) (7) of Post-Effective Amendment No. 43. |
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(8) |
Securities
Lending Authorization Agreement, dated as of September 1, 2007, between Registrant and State Street Bank and Trust Company is incorporated herein
by reference to Exhibit (h) (8) of Post-Effective Amendment No. 45. |
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(9) |
Termination
and Renewal Agreement, dated as of August 1, 2007, between Registrant and State Street Bank and Trust Company is incorporated
herein by reference to
Exhibit (h) (9) of Post-Effective Amendment No. 45. |
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(10) |
First
Amendment to Securities Lending Authorization Agreement, dated as of October 15, 2009, between Registrant and State Street Bank and Trust Company,
is incorporated herein by reference to Exhibit (h) (10) of Post-Effective Amendment No. 47 to the Registrant’s Registration Statement
on Form N-1A (Nos.
33-22884/811-05577) filed with the SEC on December 17, 2009 (“Post-Effective Amendment No. 47”). |
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(11) |
Securities
Lending and Services Agreement, dated as of October 15, 2009, between the Registrant, on behalf of its Long/Short Portfolio and Total
Market Portfolio and
State Street Bank and Trust Company is incorporated herein by reference to Exhibit (h) (11) of Post-Effective Amendment
No. 47. |
| |
(12) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement, is incorporated herein by reference to Exhibit (h) (12) of Post-Effective
Amendment No. 50. |
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(13) |
Third
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Secured Options Portfolio,
is incorporated herein
by reference to Exhibit (h) (13) of Post-Effective Amendment No. 50. |
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(14) |
Second
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the Secured Options
Portfolio, is incorporated herein by reference to Exhibit (h) (14) of Post-Effective Amendment No. 50. |
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(15) |
Purchasing
Fund Agreement between Registrant and State Street Bank and Trust Company is incorporated herein by reference to Exhibit (h) (18)
of Post-Effective Amendment of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 53. filed with
the SEC on February
25, 2011. |
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(16) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement, is incorporated herein by reference to Exhibit (h) (19) of Post-Effective
Amendment No. 58. |
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(17) |
Fifth
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the International Secured
Options Portfolio, is incorporated
herein by reference to Exhibit (h) (20) of Post-Effective Amendment No. 58. |
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(18) |
Fourth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the International Secured
Options Portfolio, is incorporated herein by reference to Exhibit (h) (21) of Post-Effective Amendment No. 58. |
| |
|
|
| |
(19) |
Seventh
Amendment to the Administration Agreement, dated July 14, 2015, between Registrant and State Street Bank and Trust Company is incorporated herein
by reference to Exhibit (h) (25) of Post-Effective Amendment No. 78. |
| |
|
|
| |
(26) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (33)
of Post-Effective
Amendment No. 90. |
| |
|
|
| |
(27) |
Tenth
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Equity Income Portfolio
is incorporated herein by
reference to Exhibit (h) (34) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(28) |
Eighth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the Equity Income
Portfolio is incorporated herein by reference to Exhibit (h) (35) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(29) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (36) of Post-Effective
Amendment No. 98. |
| |
|
|
| |
(30) |
Eleventh
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Quantitative U.S.
Large Cap Value Equity Portfolio
and Disciplined U.S. Small Cap Equity Portfolio (formerly, Quantitative U.S. Small Cap Equity Portfolio) is incorporated herein by reference
to Exhibit (h) (37) of Post-Effective Amendment No. 98. |
| |
|
|
| |
(31) |
Ninth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit
(h) (38) of Post-Effective Amendment No. 97. |
| |
|
|
| |
(32) |
Tenth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the Disciplined U.S.
Value Equity Portfolio (formerly, Quantitative U.S. Large Cap Value Equity Portfolio) and Disciplined U.S. Small Cap Equity Portfolio
(formerly, Quantitative U.S.
Small Cap Equity Portfolio) is incorporated herein by reference to Exhibit (h) (39) of Post-Effective Amendment No. 98. |
| |
|
|
| |
(33) |
Second
Amendment to Securities Lending and Services Agreement, dated as of December 20, 2017, between the Registrant, on behalf of its Long/Short Equity
Portfolio (formerly, Quantitative U.S. Long/Short Equity Portfolio), Total Market Plus Equity Portfolio (formerly, Quantitative U.S.
Total Market Equity Portfolio)
and Alternative Risk Premia Portfolio, and State Street Bank and Trust Company is incorporated herein by reference to Exhibit (h)
(42) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 107 filed with the SEC on February 28,
2019. |
| |
|
|
| |
(34) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (34) of Post-Effective
Amendment No. 111. |
| |
|
|
| |
(35) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (35) of
Post-Effective Amendment No.
112. |
| |
|
|
| |
(36) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h)(36) of Post-Effective
Amendment No. 123. |
| |
|
|
| |
(37) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is filed herewith. |
| |
|
|
| |
(38) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, SPDR S&P 500 ETF Trust and SPDR Down Jones Industrial Average
ETF Trust is incorporated herein by reference to Exhibit (h) (36) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(39) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, SPDR Series Trust, SPDR Index Shares Funds and SSGA
Active Trust is incorporated
herein by reference to Exhibit (h) (37) of Post-Effective Amendment No. 112. |
| |
(41) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, Vanguard Index Funds, Vanguard International Equity
Index Funds, Vanguard Malvern
Funds, Vanguard Scottsdale Funds, Vanguard Specialized Funds and Vanguard STAR Funds is incorporated herein by reference to exhibit
(h) (39) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(42) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, BlackRock ETF Trust, BlackRock ETF Trust II, iShares
Trust, iShares, Inc. and
iShares U.S. ETF Trust is incorporated herein by reference to exhibit (h) (40) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(43) |
Amended
and Restated Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (41) of Post-Effective Amendment
No. 113. |
| |
|
|
| |
(44) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, on behalf of the Glenmede Secured Options Portfolio and
First Trust Alternative Opportunities
Fund is incorporated herein by reference to Exhibit (h) (42) of Post-Effective Amendment No. 113. |
| |
|
|
| (i) |
(1) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Post-Effective Amendment No. 25 to the Registrant’s
Registration Statement on Form N-1A (Nos. 33-22884/811-5577) as filed with the SEC on December 30, 1997 (“Post-Effective
Amendment No. 25”). |
| |
|
|
| |
(2) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (2) of Post-Effective Amendment
No. 29. |
| |
|
|
| |
(3) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (4) of Post-Effective Amendment
No. 36. |
| |
|
|
| |
(4) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (4) of Post-Effective Amendment
No. 42. |
| |
|
|
| |
(5) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (5) of Post-Effective Amendment
No. 50. |
| |
|
|
| |
(6) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (6) of Post-Effective Amendment
No. 52. |
| |
|
|
| |
(7) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (7) of Post-Effective Amendment
No. 58. |
| |
|
|
| |
(8) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (8) of Post-Effective Amendment
No. 65. |
| |
|
|
| |
(9) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (9) of Post-Effective Amendment
No. 76. |
| |
|
|
| |
(10) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (10) of Post-Effective Amendment
No. 79. |
| |
|
|
| |
(11) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (11) of Post-Effective Amendment
No. 84. |
| |
|
|
| |
(12) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (12) of Post-Effective Amendment
No. 86. |
| (l) |
(1) |
Purchase
Agreement, dated February 27, 2004, between Registrant and The Glenmede Trust Company relating to the Large Cap 100 Portfolio and
Large Cap Growth Portfolio
is incorporated herein by reference to Exhibit (l) (2) of Post-Effective Amendment No. 39. |
| |
|
|
| |
(2) |
Purchase
Agreement, dated September 26, 2006, between Registrant and The Glenmede Trust Company, N.A. relating to the Absolute Return Portfolio and
Total Market Long/Short Portfolio is incorporated herein by reference to Exhibit (l) (3) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(3) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A. relating to the Secured Options Portfolio is incorporated herein
by reference to Exhibit
(l) (4) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(4) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the International Secured Options Portfolio, is incorporated herein
by reference to Exhibit (l) (7) of Post-Effective Amendment No. 58. |
| |
|
|
| |
(5) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the Women in Leadership U.S. Equity Portfolio, is incorporated
herein by reference to Exhibit (l) (9) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(6) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the Environmental Accountability Portfolio (formerly, Responsible
ESG U.S. Equity Portfolio), is incorporated herein by reference to Exhibit (l) (10) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(7) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the Short Term Tax Aware Fixed Income Portfolio,
is incorporated herein by
reference to Exhibit (l) (12) of Post-Effective Amendment No. 84. |
| |
|
|
| |
(8) |
Purchase
Agreement between Registrant and The Glenmede Corporation, relating to the Equity Income Portfolio, is incorporated herein by reference
to Exhibit (l) (13) of Post-Effective
Amendment No. 90. |
| |
(9) |
Purchase
Agreement between Registrant and The Glenmede Corporation, relating to the Disciplined U.S. Value Equity Portfolio (formerly, Quantitative U.S.
Large Cap Value Equity Portfolio) is incorporated herein by reference to Exhibit (l) (14) of Post-Effective Amendment No. 98. |
| |
|
|
| |
(10) |
Purchase
Agreement between Registrant and The Glenmede Corporation, relating to the Disciplined U.S. Small Cap Equity Portfolio (formerly, Quantitative
U.S. Small Cap Equity Portfolio) is incorporated herein by reference to Exhibit (l) (15) of Post-Effective Amendment No. 98. |
| |
|
|
| (m) |
Not Applicable. |
| |
|
|
| (n) |
(1) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System dated September 18, 2013 is incorporated herein by reference to
Exhibit (n) of Post-Effective Amendment No. 62. |
| |
|
|
| |
(2) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding the Large Cap Core Portfolio and Large Cap
Growth Portfolio, dated June
11, 2015, is incorporated herein by reference to Exhibit (n) (3) of Post-Effective Amendment No. 76. |
| |
|
|
| |
(3) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding the Secured Options Portfolio, dated June 16,
2016, is incorporated herein
by reference to Exhibit (n) (4) of Post-effective Amendment No. 86. |
| |
|
|
| |
(4) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding the Long/Short Equity Portfolio (formerly,
Quantitative U.S. Long/Short Equity Portfolio), dated December 14, 2018, is incorporated herein by reference to Exhibit (n) (5) of
Post-effective Amendment No. 105. |
| |
|
|
| |
(5) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding Institutional Shares of the Disciplined International
Equity Portfolio, Disciplined U.S. Small Cap Equity Portfolio and Global Secured Options Portfolio is incorporated herein by reference
to Exhibit (n)(5) of Post-Effective Amendment No. 123. |
| |
|
|
| |
(6) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding Institutional Shares of the SMID Core Equity
Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) is filed herewith. |
| |
|
|
| (o) |
Reserved. |
| |
|
|
| (p) |
(1) |
Revised
Code of Ethics of The Glenmede Fund, Inc. and The Glenmede Portfolios is incorporated herein by reference to Exhibit (p) (1) of Post-Effective Amendment
No. 79. |
| |
|
|
| |
(2) |
Amended
Code of Ethics of Glenmede Investment Management LP is incorporated herein by reference to Exhibit (p) (2) of Post-Effective Amendment No.
62. |
| |
|
|
| (q) |
(1) |
Powers of Attorney for H. Franklin Allen, William L. Cobb, Jr., Andrew Phillips, Mary Ann B. Wirts, Harry Wong, and Rebecca Duseau are filed herewith. |
EX-101.INS
XBRL Instance Document
EX-101.SCH XBRL Taxonomy Extension Schema Document
EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase
| Item 29. |
Persons Controlled by or Under
Common Control with Registrant |
Registrant
is not controlled by or under common control with any person. Registrant is controlled by its Board of Directors.
Reference
is made to Article Ten of the Registrant’s Amended and Restated Articles of Incorporation, incorporated herein by reference to
Exhibit (a)(1). Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| Item 31. |
Business and Other Connections
of Investment Advisor |
Glenmede
Investment Management LP
Reference
is made to the caption of “Investment Advisor” in the Prospectuses in Part A of this Registration Statement and “Investment
Advisory and Other Services” in Part B of this Registration Statement.
Set
forth below is a list of all of the directors, senior officers and those officers primarily responsible for Registrant’s affairs
and, with respect to each such person, the name and business address of the Company (if any) with which such person has been connected
at any time since October 31, 2022, as well as the capacity in which such person was connected.
| Name
and Position with Glenmede Investment Management LP |
|
Business
Address of other Company |
|
Connection
with other Company |
| Peter Zuleba, Managing Director
and Chief Executive Officer |
|
The Glenmede Trust Company,
N.A. |
|
Chief Executive Officer, President
and Board Member |
| |
|
Philadelphia Health Partnership |
|
Chairperson |
| |
|
Philadelphia Chamber of Commerce |
|
Board Member |
| Raj Tewari, Managing Director
and Chief Operating Officer |
|
The Glenmede Trust Company,
N.A. |
|
Managing Director and Chief
Operating Officer |
| John F. McCabe, Managing Director
and General Counsel |
|
The Glenmede Trust Company,
N.A. |
|
Managing Director and General
Counsel |
| |
|
Support Center for Child Advocates |
|
Board Member |
| Item 32. |
Principal Underwriters |
| (a) | Quasar
Distributors, LLC (the “Distributor”) serves as principal underwriter for the
following investment companies registered under the Investment Company Act of 1940, as amended: |
| 2. | Advisor
Managed Portfolios |
| 3. | Antares
Private Credit Fund |
| 4. | Capital
Advisors Growth Fund, Series of Advisors Series Trust |
| 5. | Chase
Growth Fund, Series of Advisors Series Trust |
| 6. | Davidson
Multi Cap Equity Fund, Series of Advisors Series Trust |
| 7. | Edgar
Lomax Value Fund, Series of Advisors Series Trust |
| 8. | First
Sentier American Listed Infrastructure Fund, Series of Advisors Series Trust |
| 9. | First
Sentier Global Listed Infrastructure Fund, Series of Advisors Series Trust |
| 10. | Huber
Large Cap Value Fund, Series of Advisors Series Trust |
| 11. | Huber
Mid Cap Value Fund, Series of Advisors Series Trust |
| 12. | Huber
Select Large Cap Value Fund, Series of Advisors Series Trust |
| 13. | Huber
Small Cap Value Fund, Series of Advisors Series Trust |
| 14. | Logan
Capital Broad Innovative Growth ETF, Series of Advisors Series Trust |
| 15. | Medalist
Partners MBS Total Return Fund, Series of Advisors Series Trust |
| 16. | Medalist
Partners Short Duration Fund, Series of Advisors Series Trust |
| 17. | O'Shaughnessy
Market Leaders Value Fund, Series of Advisors Series Trust |
| 18. | PIA
BBB Bond Fund, Series of Advisors Series Trust |
| 19. | PIA
High Yield (MACS) Fund, Series of Advisors Series Trust |
| 20. | PIA
High Yield Fund, Series of Advisors Series Trust |
| 21. | PIA
MBS Bond Fund, Series of Advisors Series Trust |
| 22. | PIA
Short-Term Securities Fund, Series of Advisors Series Trust |
| 23. | Poplar
Forest Cornerstone Fund, Series of Advisors Series Trust |
| 24. | Poplar
Forest Partners Fund, Series of Advisors Series Trust |
| 25. | Pzena
Emerging Markets Value Fund, Series of Advisors Series Trust |
| 26. | Pzena
International Small Cap Value Fund, Series of Advisors Series Trust |
| 27. | Pzena
International Value Fund, Series of Advisors Series Trust |
| 28. | Pzena
Mid Cap Value Fund, Series of Advisors Series Trust |
| 29. | Pzena
Small Cap Value Fund, Series of Advisors Series Trust |
| 30. | Reverb
ETF, Series of Advisors Series Trust |
| 31. | Scharf
Fund, Series of Advisors Series Trust |
| 32. | Scharf
Global Opportunity Fund, Series of Advisors Series Trust |
| 33. | Scharf
Multi-Asset Opportunity Fund, Series of Advisors Series Trust |
| 34. | Shenkman
Capital Floating Rate High Income Fund, Series of Advisors Series Trust |
| 35. | Shenkman
Capital Short Duration High Income Fund, Series of Advisors Series Trust |
| 36. | VegTech
Plant-based Innovation & Climate ETF, Series of Advisors Series Trust |
| 38. | Allied
Asset Advisors Funds |
| 40. | Angel
Oak Strategic Credit Fund |
| 41. | Brookfield
Infrastructure Income Fund Inc. |
| 42. | Brookfield
Investment Funds |
| 44. | DoubleLine
Funds Trust |
| 45. | EA
Series Trust (f/k/a Alpha Architect ETF Trust) |
| 46. | Ecofin
Tax-Advantaged Social Impact Fund, Inc. |
| 47. | AAM
Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions |
| 48. | AAM
Brentview Dividend Growth ETF, Series of ETF Series Solutions |
| 49. | AAM
Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions |
| 50. | AAM
S&P 500 High Dividend Value ETF, Series of ETF Series Solutions |
| 51. | AAM
Sawgrass U.S. Large Cap Quality Growth ETF, Series of ETF Series Solutions |
| 52. | AAM
Sawgrass U.S. Small Cap Quality Growth ETF, Series of ETF Series Solutions |
| 53. | AAM
SLC Low Duration Income ETF, Series of ETF Series Solutions |
| 54. | AAM
Transformers ETF, Series of ETF Series Solutions |
| 55. | Acquirers
Deep Value ETF, Series of ETF Series Solutions |
| 56. | Aptus
Collared Investment Opportunity ETF, Series of ETF Series Solutions |
| 57. | Aptus
Defined Risk ETF, Series of ETF Series Solutions |
| 58. | Aptus
Drawdown Managed Equity ETF, Series of ETF Series Solutions |
| 59. | Aptus
Enhanced Yield ETF, Series of ETF Series Solutions |
| 60. | Aptus
International Enhanced Yield ETF, Series of ETF Series Solutions |
| 61. | Aptus
Large Cap Enhanced Yield ETF, Series of ETF Series Solutions |
| 62. | Aptus
Large Cap Upside ETF, Series of ETF Series Solutions |
| 63. | Bahl
& Gaynor Dividend ETF, Series of ETF Series Solutions |
| 64. | Bahl
& Gaynor Income Growth ETF, Series of ETF Series Solutions |
| 65. | Bahl
& Gaynor Small Cap Dividend ETF, Series of ETF Series Solutions |
| 66. | BTD
Capital Fund, Series of ETF Series Solutions |
| 67. | Carbon
Strategy ETF, Series of ETF Series Solutions |
| 68. | ClearShares
OCIO ETF, Series of ETF Series Solutions |
| 69. | ClearShares
Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions |
| 70. | ClearShares
Ultra-Short Maturity ETF, Series of ETF Series Solutions |
| 71. | Distillate
International Fundamental Stability & Value ETF, Series of ETF Series Solutions |
| 72. | Distillate
Small/Mid Cash Flow ETF, Series of ETF Series Solutions |
| 73. | Distillate
U.S. Fundamental Stability & Value ETF, Series of ETF Series Solutions |
| 74. | ETFB
Green SRI REITs ETF, Series of ETF Series Solutions |
| 75. | Hoya
Capital High Dividend Yield ETF, Series of ETF Series Solutions |
| 76. | Hoya
Capital Housing ETF, Series of ETF Series Solutions |
| 77. | LHA
Market State Tactical Beta ETF, Series of ETF Series Solutions |
| 78. | LHA
Market State Tactical Q ETF, Series of ETF Series Solutions |
| 79. | LHA
Risk-Managed Income ETF, Series of ETF Series Solutions |
| 80. | McElhenny
Sheffield Managed Risk ETF, Series of ETF Series Solutions |
| 81. | NETLease
Corporate Real Estate ETF, Series of ETF Series Solutions |
| 82. | Opus
Small Cap Value ETF, Series of ETF Series Solutions |
| 83. | Range
Cancer Therapeutics ETF, Series of ETF Series Solutions |
| 84. | The
Acquirers Fund, Series of ETF Series Solutions |
| 85. | The
Brinsmere Fund - Conservative ETF, Series of ETF Series Solutions |
| 86. | The
Brinsmere Fund - Growth ETF, Series of ETF Series Solutions |
| 87. | U.S.
Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions |
| 88. | U.S.
Global JETS ETF, Series of ETF Series Solutions |
| 89. | U.S.
Global Sea to Sky Cargo ETF, Series of ETF Series Solutions |
| 90. | U.S.
Global Technology and Aerospace & Defense ETF, Series of ETF Series Solutions |
| 91. | US
Vegan Climate ETF, Series of ETF Series Solutions |
| 92. | Vest
10 Year Interest Rate Hedge ETF, Series of ETF Series Solutions |
| 93. | Vest
2 Year Interest Rate Hedge ETF, Series of ETF Series Solutions |
| 94. | First
American Funds Trust |
| 95. | FundX
Investment Trust |
| 96. | The
Glenmede Fund, Inc. |
| 97. | The
GoodHaven Funds Trust |
| 98. | Harding,
Loevner Funds, Inc. |
| 101. | Hotchkis
& Wiley Funds |
| 102. | Intrepid
Capital Management Funds Trust |
| 104. | The
Jensen Quality Growth Fund Inc. |
| 105. | Kirr,
Marbach Partners Funds, Inc. |
| 106. | Core
Alternative ETF, Series of Listed Funds Trust |
| 107. | Wahed
Dow Jones Islamic World ETF, Series of Listed Funds Trust |
| 108. | Wahed
FTSE USA Shariah ETF, Series of Listed Funds Trust |
| 110. | LoCorr
Investment Trust |
| 112. | ATAC
Rotation Fund, Series of Managed Portfolio Series |
| 113. | Coho
Relative Value Equity Fund, Series of Managed Portfolio Series |
| 114. | Coho
Relative Value ESG Fund, Series of Managed Portfolio Series |
| 115. | Cove
Street Capital Small Cap Value Fund, Series of Managed Portfolio Series |
| 116. | Ecofin
Global Water ESG Fund, Series of Managed Portfolio Series |
| 117. | Jackson
Square Large-Cap Growth Fund, Series of Managed Portfolio Series |
| 118. | Jackson
Square SMID-Cap Growth Fund, Series of Managed Portfolio Series |
| 119. | Kensington
Active Advantage Fund, Series of Managed Portfolio Series |
| 120. | Kensington
Defender Fund, Series of Managed Portfolio Series |
| 121. | Kensington
Dynamic Growth Fund, Series of Managed Portfolio Series |
| 122. | Kensington
Hedged Premium Income ETF, Series of Managed Portfolio Series |
| 123. | Kensington
Managed Income Fund, Series of Managed Portfolio Series |
| 124. | LK
Balanced Fund, Series of Managed Portfolio Series |
| 125. | Leuthold
Core ETF, Series of Managed Portfolio Series |
| 126. | Leuthold
Core Investment Fund, Series of Managed Portfolio Series |
| 127. | Leuthold
Global Fund, Series of Managed Portfolio Series |
| 128. | Leuthold
Grizzly Short Fund, Series of Managed Portfolio Series |
| 129. | Leuthold
Select Industries ETF, Series of Managed Portfolio Series |
| 130. | Muhlenkamp
Fund, Series of Managed Portfolio Series |
| 131. | Nuance
Concentrated Value Fund, Series of Managed Portfolio Series |
| 132. | Nuance
Mid Cap Value Fund, Series of Managed Portfolio Series |
| 133. | Olstein
All Cap Value Fund, Series of Managed Portfolio Series |
| 134. | Olstein
Strategic Opportunities Fund, Series of Managed Portfolio Series |
| 135. | Port
Street Quality Growth Fund, Series of Managed Portfolio Series |
| 136. | Principal
Street High Income Municipal Fund, Series of Managed Portfolio Series |
| 137. | Principal
Street Short Term Municipal Fund, Series of Managed Portfolio Series |
| 138. | Reinhart
Genesis PMV Fund, Series of Managed Portfolio Series |
| 139. | Reinhart
International PMV Fund, Series of Managed Portfolio Series |
| 140. | Reinhart
Mid Cap PMV Fund, Series of Managed Portfolio Series |
| 141. | Tortoise
Energy Infrastructure and Income Fund, Series of Managed Portfolio Series |
| 142. | Tortoise
Energy Infrastructure Total Return Fund, Series of Managed Portfolio Series |
| 143. | Tortoise
North American Pipeline Fund, Series of Managed Portfolio Series |
| 144. | Tremblant
Global ETF, Series of Managed Portfolio Series |
| 145. | Greenspring
Income Opportunities Fund, Series of Manager Directed Portfolios |
| 146. | Hood
River International Opportunity Fund, Series of Manager Directed Portfolios |
| 147. | Hood
River New Opportunities Fund, Series of Manager Directed Portfolios |
| 148. | Hood
River Small-Cap Growth Fund, Series of Manager Directed Portfolios |
| 149. | SanJac
Alpha Core Plus Bond ETF, Series of Manager Directed Portfolios |
| 150. | SanJac
Alpha Low Duration ETF, Series of Manager Directed Portfolios |
| 151. | SWP
Growth & Income ETF, Series of Manager Directed Portfolios |
| 152. | Vert
Global Sustainable Real Estate ETF, Series of Manager Directed Portfolios |
| 153. | Mason
Capital Fund Trust |
| 154. | Matrix
Advisors Funds Trust |
| 156. | Nicholas
Equity Income Fund, Inc. |
| 159. | Nicholas
Limited Edition, Inc. |
| 160. | Oaktree
Diversified Income Fund Inc. |
| 161. | Permanent
Portfolio Family of Funds |
| 164. | Professionally
Managed Portfolios |
| 165. | Prospector
Funds, Inc. |
| 166. | Provident
Mutual Funds, Inc. |
| 167. | Abbey
Capital Futures Strategy Fund, Series of The RBB Fund, Inc. |
| 168. | Abbey
Capital Multi-Asset Fund, Series of The RBB Fund, Inc. |
| 169. | Adara
Smaller Companies Fund, Series of The RBB Fund, Inc. |
| 170. | Aquarius
International Fund, Series of The RBB Fund, Inc. |
| 171. | Boston
Partners All Cap Value Fund, Series of The RBB Fund, Inc. |
| 172. | Boston
Partners Emerging Markets Dynamic Equity Fund, Series of The RBB Fund, Inc. |
| 173. | Boston
Partners Global Equity Fund, Series of The RBB Fund, Inc. |
| 174. | Boston
Partners Global Sustainability Fund, Series of The RBB Fund, Inc. |
| 175. | Boston
Partners Long/Short Equity Fund, Series of The RBB Fund, Inc. |
| 176. | Boston
Partners Long/Short Research Fund, Series of The RBB Fund, Inc. |
| 177. | Boston
Partners Small Cap Value Fund II, Series of The RBB Fund, Inc. |
| 178. | Campbell
Systematic Macro Fund, Series of The RBB Fund, Inc. |
| 179. | F/m
10-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 180. | F/m
2-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 181. | F/m
3-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| 182. | F/m
Emerald Life Sciences Innovation ETF, Series of The RBB Fund, Inc. |
| 183. | F/m
High Yield 100 ETF, Series of The RBB Fund, Inc. |
| 184. | F/m
Investments Large Cap Focused Fund Series of The RBB Fund, Inc. |
| 185. | F/m
Opportunistic Income ETF, Series of The RBB Fund, Inc. |
| 186. | F/m
Ultrashort Treasury Inflation-Protected Security (TIPS) ETF Series of The RBB Fund, Inc. |
| 187. | Motley
Fool 100 Index ETF, Series of The RBB Fund, Inc. |
| 188. | Motley
Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc. |
| 189. | Motley
Fool Global Opportunities ETF, Series of The RBB Fund, Inc. |
| 190. | Motley
Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc. |
| 191. | Motley
Fool Next Index ETF, Series of The RBB Fund, Inc. |
| 192. | Motley
Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc. |
| 193. | Optima
Strategic Credit Fund, Series of The RBB Fund, Inc. |
| 194. | SGI
Dynamic Tactical ETF, Series of The RBB Fund, Inc. |
| 195. | SGI
Enhanced Core ETF, Series of The RBB Fund, Inc. |
| 196. | SGI
Enhanced Global Income ETF, Series of The RBB Fund, Inc. |
| 197. | SGI
Global Equity Fund, Series of The RBB Fund, Inc. |
| 198. | SGI
Peak Growth Fund, Series of The RBB Fund, Inc. |
| 199. | SGI
Prudent Growth Fund, Series of The RBB Fund, Inc. |
| 200. | SGI
Small Cap Core Fund, Series of The RBB Fund, Inc. |
| 201. | SGI
U.S. Large Cap Core ETF, Series of The RBB Fund, Inc. |
| 202. | SGI
U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc. |
| 203. | SGI
U.S. Small Cap Equity Fund, Series of The RBB Fund, Inc. |
| 204. | US
Treasury 10 Year Note ETF, Series of The RBB Fund, Inc. |
| 205. | US
Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc. |
| 206. | US
Treasury 2 Year Note ETF, Series of The RBB Fund, Inc. |
| 207. | US
Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc. |
| 208. | US
Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc. |
| 209. | US
Treasury 3 Year Note ETF, Series of The RBB Fund, Inc. |
| 210. | US
Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc. |
| 211. | US
Treasury 5 Year Note ETF, Series of The RBB Fund, Inc. |
| 212. | US
Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc. |
| 213. | US
Treasury 7 Year Note ETF, Series of The RBB Fund, Inc. |
| 214. | WPG
Partners Select Hedged Fund, Series of The RBB Fund, Inc. |
| 215. | WPG
Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc. |
| 216. | WPG
Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc. |
| 219. | Rockefeller
Municipal Opportunities Fund |
| 220. | Series
Portfolios Trust |
| 221. | Tax-Exempt
Private Credit Fund, Inc. |
| 222. | Thompson
IM Funds, Inc. |
| 223. | Tortoise
Capital Series Trust |
| 224. | Bright
Rock Mid Cap Growth Fund, Series of Trust for Professional Managers |
| 225. | Bright
Rock Quality Large Cap Fund, Series of Trust for Professional Managers |
| 226. | CrossingBridge
Low Duration High Income Fund, Series of Trust for Professional Managers |
| 227. | CrossingBridge
Nordic High Income Bond Fund, Series of Trust for Professional Managers |
| 228. | CrossingBridge
Responsible Credit Fund, Series of Trust for Professional Managers |
| 229. | CrossingBridge
Ultra-Short Duration Fund, Series of Trust for Professional Managers |
| 230. | RiverPark
Strategic Income Fund, Series of Trust for Professional Managers |
| 231. | Dearborn
Partners Rising Dividend Fund, Series of Trust for Professional Managers |
| 232. | Jensen
Global Quality Growth Fund, Series of Trust for Professional Managers |
| 233. | Jensen
Quality MidCap Fund, Series of Trust for Professional Managers |
| 234. | Rockefeller
Climate Solutions Fund, Series of Trust for Professional Managers |
| 235. | Rockefeller
US Small Cap Core Fund, Series of Trust for Professional Managers |
| 236. | USQ
Core Real Estate Fund |
| 237. | Wall
Street EWM Funds Trust |
| 238. | Wisconsin
Capital Funds, Inc. |
| (b) | The
following are the Officers and Manager of the Distributor, the Registrant’s underwriter.
The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland,
Maine 04101. |
| Name
|
Address |
Position
with Underwriter |
Position
with Registrant |
| Teresa
Cowan |
Three
Canal Plaza, Suite 100, Portland, ME 04101
|
President/Manager |
None |
| Chris
Lanza |
Three
Canal Plaza, Suite 100, Portland, ME 04101
|
Vice
President
|
None
|
Kate
Macchia
|
Three
Canal Plaza, Suite 100, Portland, ME 04101
|
Vice
President |
None |
| Susan
L. LaFond |
Three
Canal Plaza, Suite 100, Portland, ME 04101 |
Vice
President and Chief Compliance Officer and Treasurer
|
None |
Kelly
B. Whetstone
|
Three
Canal Plaza, Suite 100, Portland, ME 04101
|
Secretary |
None |
| Weston
Sommers |
Three
Canal Plaza, Suite 100, Portland, ME 04101 |
Financial
and Operations Principal and Chief Financial Officer |
None |
| Item 33. |
Location of Accounts and Records |
All
accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the Rules thereunder will be maintained
at the offices of:
(1)
Glenmede Investment Management LP
One
Liberty Place 1650 Market Street, Suite 4000
Philadelphia,
Pennsylvania 19103
(records
relating to its functions as investment advisor)
(2)
State Street Bank and Trust Company
1
Congress Street, Suite 1
Boston,
MA 02114
(records
relating to its functions as custodian, administrator, transfer agent, dividend disbursing agent, securities lending agent and short
sales lending agent)
(3)
Quasar Distributors, LLC
Three
Canal Plaza Suite 100
Portland,
ME 04101
(records
relating to its functions as distributor)
(4)
Faegre Drinker Biddle & Reath LLP
One
Logan Square Suite 2000
Philadelphia,
Pennsylvania 19103-6996
(Registrant’s
minute books)
| Item 34. |
Management Services |
Not
applicable.
(a)
Registrant undertakes to comply with the provisions of Section 16(c) of the 1940 Act in regard to shareholders’ right to call a
meeting of shareholders for the purpose of voting on the removal of directors and to assist in shareholder communications in such matters,
to the extent required by law. Specifically, the Registrant will, if requested to do so by the holders of at least 10% of the Registrant’s
outstanding shares, call a meeting of shareholders for the purpose of voting upon the question of the removal of directors, and the Registrant
will assist in shareholder communications as required by Section 16(c) of the 1940 Act.
(b)
Registrant undertakes to furnish to each person to whom a prospectus is delivered, a copy of Registrant’s latest annual report
to shareholders, upon request and without charge.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 125 to its Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933, as amended, Registrant has duly caused this Post-Effective Amendment No. 126 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, and Commonwealth of Pennsylvania on the 29th
day of August, 2025.
THE
GLENMEDE FUND, INC.
| By |
/s/
Elizabeth A. Eldridge |
|
| |
Elizabeth A. Eldridge President |
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 125 to the Registration Statement has
been signed below by the following persons in the capacities indicated on the 29th day of August, 2025.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| * |
|
|
|
|
| William L. Cobb, Jr. |
|
Chairman |
|
August 29, 2025 |
| |
|
|
/s/
Elizabeth A. Eldridge |
|
President |
|
August 29, 2025 |
| Elizabeth A. Eldridge |
|
|
| |
|
|
| * |
|
|
|
|
| H. Franklin Allen, Ph.D. |
|
Director |
|
August 29, 2025 |
| |
|
|
| * |
|
|
|
|
| Mary Ann B. Wirts |
|
Director |
|
August 29, 2025 |
| |
|
|
| * |
|
|
|
|
| Harry Wong |
|
Director |
|
August 29, 2025 |
| |
|
|
| * |
|
|
|
|
| Andrew Phillips |
|
Director |
|
August 29, 2025 |
| |
|
|
|
|
| * |
|
|
|
|
| Rebecca
Duseau |
|
Director |
|
August 29, 2025 |
| |
|
|
|
|
/s/
Christopher E. McGuire
Christopher
E. McGuire |
|
(Chief Financial Officer
and Principal Financial Officer) |
|
August 29, 2025 |
| *By |
/s/
Joshua M. Lindauer |
|
| |
Joshua M. Lindauer, Attorney-in-fact |
|
Exhibit
Index
0.1392
0.2316
0.0860
0.2688
0.0785
0.2454
0.1366
0.1737
0.1578
Effective September 2, 2025, due to the Repositioning, the Portfolio’s primary broad-based index changed from the Russell 1000 Index to the Russell 3000 Index. Effective September 2, 2025, due to the Repositioning, the Portfolio’s performance measurement index changed from the Morningstar Large Cap Value Average to the Russell 2500 Index. The Russell 2500 Index is provided so that investors may compare the performance of the Portfolio with an index composed of securities similar to those held by the Portfolio.
0.1392
0.2316
0.0860
0.2688
0.0785
0.2454
0.1366
0.1737
0.1578
Effective September 2, 2025, due to the Repositioning, the Portfolio’s primary broad-based index changed from the Russell 1000 Index to the Russell 3000 Index. Effective September 2, 2025, due to the Repositioning, the Portfolio’s performance measurement index changed from the Morningstar Large Cap Value Average to the Russell 2500 Index. The Russell 2500 Index is provided so that investors may compare the performance of the Portfolio with an index composed of securities similar to those held by the Portfolio.
<div class="BRDSX_fpara" style="color: #000000; font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 6pt; margin-left: 0pt; text-align: justify;">During the periods shown in the bar chart, the highest quarterly return was 20.58% (for the quarter ended June 30, 2020) and the lowest quarterly return was -27.56% (for the quarter ended March 31, 2020).</div>
<p>During the periods shown in the bar chart, the highest quarterly return was 20.58% (for the quarter ended June 30, 2020) and the lowest quarterly return was -27.56% (for the quarter ended March 31, 2020</p>
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