EX-99.A53 2 d117528dex99a53.htm ARTICLES SUPPLEMENTARY Articles Supplementary

Exhibit (a)(53)

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 One Hundred Million (100,000,000) authorized, but unclassified and unissued shares of common stock as 100,000,000 Advisor Shares of the Large Cap Growth Portfolio pursuant to the following resolutions adopted by the Board of Directors of the Company at a meeting duly convened on December 15, 2016:

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 classifies One Hundred Million (100,000,000) of the Company’s authorized, but unclassified and unissued shares of common stock 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 One Hundred Million (100,000,000) Advisor Shares of the Large Cap Growth Portfolio;

FURTHER RESOLVED, that each Advisor Share of the Large Cap Growth 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 Glenmede Fund or the aggregate par value thereof. The total number of shares of stock which Glenmede Fund is presently authorized to issue remains Six Billion (6,000,000,000) shares (of the par value of one-tenth of one cent ($.001) each) and of the aggregate par value of Six Million Dollars ($6,000,000) of Common Stock classified as follows:

 

Name of Class

   Number of Shares of
Common Stock Allocated
 

Core Fixed Income Portfolio

     160,000,000   

Equity Income Portfolio

     80,000,000   

High Yield Municipal Portfolio

     80,000,000   

International Portfolio

     120,000,000   

International Secured Options Portfolio

     120,000,000   

Large Cap Growth Portfolio –

  

Advisor Shares

     240,000,000   

Institutional Shares

     140,000,000   

Large Cap Core Portfolio –

  

Advisor Shares

     155,000,000   

Institutional Shares

     155,000,000   

Large Cap Value Portfolio

     175,000,000   

Long/Short Portfolio

     120,000,000   

Mid Cap Equity Portfolio –

  

Advisor Shares

     120,000,000   

Institutional Shares

     120,000,000   

Responsible ESG U.S. Equity Portfolio

     80,000,000   

Secured Options Portfolio

  

Advisor Shares

     160,000,000   

Institutional Shares

     160,000,000   

Short Term Tax Aware Fixed Income Portfolio

     80,000,000   

Small Cap Equity Portfolio –

  

Advisor Shares

     180,000,000   

Institutional Shares

     135,000,000   

Strategic Equity Portfolio

     150,000,000   

Total Market Portfolio

     120,000,000   

U.S. Emerging Growth Portfolio

     140,000,000   

Women in Leadership U.S. Equity Portfolio

     80,000,000   

Unclassified

     2,930,000,000   
  

 

 

 

Total

     6,000,000,000   

 

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IN WITNESS WHEREOF, Glenmede Fund, has caused these Articles Supplementary to be signed in its name and on its behalf as of this 15th day of December, 2016.

 

Attest:     THE GLENMEDE FUND, INC.
By:    /s/ Michael P. Malloy     By:   /s/ Mary Ann B. Wirts
  Michael P. Malloy       Mary Ann B. Wirts
  Secretary       President

 

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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

 

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