EX-99.23(A)(30) 16 v066683_ex99-23a30.htm
(a)(30)

THE GLENMEDE FUND, INC.

ARTICLES SUPPLEMENTARY


THE GLENMEDE FUND, INC., a Maryland corporation having its principal office in Baltimore City, Maryland (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Company has reclassified Seventy-Five Million (75,000,000) authorized but unissued shares of the of the Core Fixed Income Portfolio of the Company and Twenty-Five Million (25,000,000) authorized but unissued shares of the Small Cap Equity Portfolio -Advisor Shares of the Company as 100,000,000 shares of the Government Cash Portfolio pursuant to the following resolutions adopted by the Board of Directors of the Company by unanimous consent dated January 11, 2007:
 
RESOLVED, that effective upon making any necessary filings with the Maryland Department of Assessments and Taxation, pursuant to the authority expressly given to the Board of Directors in Article Fifth of the Company’s Articles of Amendment and Restatement, the Board hereby reclassifies Seventy-Five Million (75,000,000) of the Company’s authorized but unissued shares of the Core Fixed Income Portfolio and reclassifies Twenty-Five Million (25,000,000) of the Company’s authorized but unissued shares of the Small Cap Equity Portfolio - Advisor Shares, with a par value of one-tenth of one cent ($.001) per share, and an aggregate par value of One Hundred Thousand Dollars ($100,000) as shares of the Company’s Government Cash Portfolio;

FURTHER RESOLVED, that each share of the Government Cash Portfolio as classified herein shall have all the rights and privileges as set forth in the Company’s Articles of Amendment and Restatement; and

FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered to execute, seal, deliver and file any and all documents, instruments, papers and writings, including but not limited to filing Articles Supplementary with the State Department of Assessments and Taxation of Maryland, and to do any and all other acts, including but not limited to changing the foregoing resolutions upon advice of the Company’s counsel prior to filing said Articles Supplementary, in the name of the Company and on its behalf, as may be necessary or desirable in connection with or in furtherance of the foregoing resolutions, such determination to be conclusively evidenced by said officer taking any such actions.

SECOND: The shares of capital stock of the Company reclassified pursuant to the resolutions set forth in Article FIRST of these Articles Supplementary have been reclassified by the Company’s Board of Directors under the authority contained in the Articles of Amendment and Restatement of the Company.

 

 
 

 

THIRD: These Articles Supplementary do not increase or decrease the authorized number of shares of the Company or the aggregate par value thereof. The total number of shares of capital stock which the Company is presently authorized to issue remains Two Billion Five Hundred Million (2,500,000,000) shares (of the par value of One Mill ($.001) each) and of the aggregate par value of Two Million Five Hundred Thousand Dollars ($2,500,000) of Common Stock classified as follows:
 
   
Number of Shares of
 
Name of Class
 
Common Stock Allocated
 
       
Absolute Return Portfolio
   
20,000,000
 
Core Fixed Income Portfolio
   
60,000,000
 
Government Cash Portfolio
   
900,000,000
 
International Portfolio
   
115,000,000
 
Large Cap Growth Portfolio
   
20,000,000
 
Large Cap 100 Portfolio
   
20,000,000
 
Large Cap Value Portfolio
   
75,000,000
 
Philadelphia International Fund -
       
Institutional Shares
   
120,000,000
 
Small Cap Equity Portfolio -
       
Advisor Shares
   
130,000,000
 
Institutional Shares
   
65,000,000
 
Strategic Equity Portfolio
   
125,000,000
 
Tax-Exempt Cash Portfolio
   
740,000,000
 
Total Market Long/Short Portfolio
   
20,000,000
 
U.S. Emerging Growth Portfolio
   
75,000,000
 
Unclassified
   
15,000,000
 
         
Total
   
2,500,000,000
 

IN WITNESS WHEREOF, the Company, has caused these Articles Supplementary to be signed in its name and on its behalf as of this 12th day of January, 2007.
Attest:     THE GLENMEDE FUND, INC.
       
       
/s/ Michael P. Malloy     /s/ Mary Ann B. Wirts

Michael P. Malloy
Secretary
   
Mary Ann B. Wirts
President
   

 
-2-

 
 
THE UNDERSIGNED, President of Glenmede Fund, Inc. who executed on behalf of said Glenmede Fund the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Glenmede Fund, the foregoing Articles Supplementary to the Charter to be the corporate act of Glenmede Fund and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.


/s/ Mary Ann B. Wirts
Mary Ann B. Wirts
President
 
 
-3-