PURCHASE AGREEMENT
The Glenmede Portfolios (the "Company"), a Massachusetts Business
Trust, and The Glenmede Trust Company ("Glenmede") a Pennsylvania Corporation,
hereby agree as follows:
1. The Company hereby offers Glenmede and Glenmede and Glenmede hereby
purchases ten thousand (10,000) shares, with par value $.001 per share, at
$10.00 per share in the Company's Muni Intermediate Portfolio (the "Portfolio").
The shares are the "initial shares" of the Portfolio. Glenmede hereby
acknowledges receipt of a purchase confirmation reflecting the purchase of ten
thousand (10,000) shares, and the Company hereby acknowledges receipt from
Glenmede of funds in the amount of $100,000.00 in full payment for the shares.
2. Glenmede represents and warrants to the Company that the shares are
being acquired for investment purposes and not for the purpose of distribution.
3. Glenmede agrees that if it or any direct or indirect transferee of
the shares redeem the shares prior to the fifth university of the date that the
Company begins its investment activities, Glenmede will pay to the Company an
amount equal to the number resulting from multiplying the Company's total
unamortized organizational expenses by a fraction, the numerator of which is
equal to the number of shares redeemed by Glenmede or such transferee and the
denominator of which is equal to the number of shares outstanding as of the date
of such redemption, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
4. The Company represents that a copy of its Master Trust Agreement,
dated February 28, 1992, is on file in the Office of the Secretary of the
Commonwealth of Massachusetts.
5. This Agreement has been executed on behalf of the Company by the
undersigned officer of the Company in his capacity as an officer of the Company.
The obligations of this Agreement shall be binding only upon the assets and
property of the Portfolio and not upon the assets and propeorty of any other
portfolio of the Company and shall not be binding upon any Trustee, officer or
shareholder of the Portfolio and/or the Company individually.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ________ day of _________, 1992.
THE GLENMEDE PORTFOLIOS
Attest:
____________________________ By:____________________________
(SEAL) THE GLENMEDE TRUST COMPANY
Attest:
____________________________ By:____________________________
