EX-99.(A)(40) 3 d671994dex99a40.htm ARTICLES OF AMENDMENT Articles of Amendment

Exhibit (a)(40)

THE GLENMEDE FUND, INC.

ARTICLES OF AMENDMENT

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

FIRST: In accordance with the requirements of Section 2-605 of the Maryland General Corporation Law, the Board of Directors of Glenmede Fund pursuant to resolutions approved approved by unanimous written consent, has amended the Articles of Amendment and Restatement of Glenmede Fund as follows:

RESOLVED, that the Articles of Amendment and Restatement of the Glenmede Fund be, and hereby is, amended to rename the authorized issued and unissued shares of the Glenmede Fund classified as the “Large Cap 100 Portfolio” shares to shares of the “Large Cap Core Portfolio” of Glenmede Fund;

FURTHER RESOLVED, that the foregoing name change will become effective at at 12:01 a.m. on February 28, 2014; and

FURTHER RESOLVED, that the officers of the Glenmede Fund 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 of Amendment 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 Glenmede Fund’s counsel prior to filing said Articles of Amendment, in the name of the Glenmede Fund 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 foregoing amendment to the Articles of Amendment and Restatement has been duly approved by at least a majority of the entire Board of Directors of Glenmede Fund. The amendment is limited to a change expressly permitted to be made without action of the stockholders under Section 2-605 of the Maryland General Corporation Law.

THIRD: The Articles of Amendment will become effective at at 12:01 a.m. on February 28, 2014.


IN WITNESS WHEREOF, The Glenmede Fund, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf as of this 12th day of February, 2014.

 

Attest:       THE GLENMEDE FUND, INC.

/s/ Michael P. Malloy

     

/s/ Mary Ann B. Wirts

Michael P. Malloy       Mary Ann B. Wirts
Secretary       President

THE UNDERSIGNED, President of Glenmede Fund, who executed on behalf of said Glenmede Fund the foregoing Articles of Amendment to the Articles of Amendment and Restatement, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Glenmede Fund, the foregoing Articles of Amendment to the Articles of Amendment and Restatement 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