EXHIBIT (h)(5)
THE GLENMEDE FUND, INC.
AMENDED AND RESTATED
SHAREHOLDER SERVICING AGREEMENT
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement
("Agreement") with you concerning the provision of administrative support
services to your clients ("Customers") who may from time to time beneficially
own shares in one or more series listed on Exhibit I hereto (the "Portfolios")
of The Glenmede Fund, Inc. (the "Company").
The terms and conditions of this Agreement are as follows:
Section 1. You agree to provide the following administrative support
services to your Customers who may from time to time beneficially own shares of
one or more Portfolios:(1) (i) aggregating and processing purchase and
redemption requests from Customers and transmitting promptly net purchase and
redemption orders to our distributor or transfer agent; (ii) providing Customers
with a service that invests the assets of their accounts in shares pursuant to
specific or pre-authorized instructions; (iii) processing dividend and
distribution payments from the Company on behalf of Customers; (iv) providing
information periodically to Customers showing their positions; (v) arranging for
bank wires; (vi) responding to Customers' inquiries concerning their investment;
(vii) providing subaccounting with respect to shares beneficially owned by
Customers or the information necessary for subaccounting; (viii) if required by
law, forwarding shareholder communications from us (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Customers; and (ix) providing such other similar services as
we may reasonably request to the extent you are permitted to do so under
applicable statutes, rules or regulations. All services rendered hereunder by
you shall be performed in a professional, competent and timely manner.
Section 2. You will perform only those activities which are consistent
with statutes and regulations applicable to you. You will act solely as agent
or, upon the order of, and for the account of, your Customers.
Section 3. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the administrative
support services contemplated hereby.
------
(1) Services may be modified or omitted in the particular case and items
relettered or renumbered.
Section 4. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning us or the shares except
those contained in our then current prospectuses and statements of additional
information, as amended or supplemented from time to time, copies of which will
be supplied by us to you, or in such supplemental literature or advertising as
may be authorized by our distributor or us in writing.
Section 5. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for us in
any matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of shares (or orders relating to the same) by or on
behalf of Customers. You and your employees will, upon request, be available
during normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 6. In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
a fee as described in Exhibit I hereto, as amended from time to time. The fee
rate payable to you may be prospectively increased or decreased by us, in our
sole discretion, at any time upon notice to you. Further, we may, in our
discretion and without notice, suspend or withdraw the sale of shares of any and
all Portfolios, including the sale of shares to you for the account of any
Customer or Customers. Compensation payable under this Agreement may be subject
to, among other things, the National Association of Securities Dealers, Inc.
("NASD") Rules of Fair Practice governing receipt by NASD members of shareholder
servicing plan fees from registered investment companies (the "NASD Servicing
Plan Rule"), which became effective on July 7, 1993. Such compensation shall
only be paid if permissible under the NASD Servicing Plan Rule and shall not be
payable for services that are deemed to be distribution-related services.
Section 7. You will furnish us or our designees with such information
as we or they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Board of Directors concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
-2-
Section 8. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 9. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; and (ii) the compensation payable to you hereunder, together with any other
compensation you receive in connection with the investment of your Customers'
assets in shares of the Portfolios, will be disclosed by you to your Customers
to the extent required by applicable laws or regulations, will be authorized by
your Customers and will not result in an excessive or unreasonable fee to you.
Section 10. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until October 31, 1998 and thereafter
will continue automatically for successive annual periods provided such
continuance is specifically approved at least annually by us in the manner
described in Section 11. This Agreement is terminable with respect to shares of
any Portfolio, without penalty, at any time by us (which termination may be by a
vote of a majority of our Disinterested Directors as defined below) or by you
upon written notice to the other party hereto.
Section 11. This Agreement has been approved by vote of a majority of
(1) our Board of Directors and (ii) those Directors who are not "interested
persons" (as defined in the Investment Company Act of 1940) of us and have no
direct or indirect financial interest in the operation of the Shareholder
Servicing Plan adopted by us regarding the provision of support services to the
beneficial owners of shares of the Portfolios or in any agreement related
thereto cast in person at a meeting called for the purpose of voting on such
approval ("Disinterested Directors").
Section 12. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address or number stated herein
(with a confirming copy by mail), or to such other address as either party shall
so provide in writing to the other.
Section 13. This Agreement will be construed in accordance with the
internal laws of The Commonwealth of Pennsylvania without giving effect to
principles of conflict of laws, and is nonassignable by the parties hereto.
-3-
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: Investment Company Capital Corp., Xxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000; fax number (000) 000-0000; Attention:
________________.
Very truly yours,
THE GLENMEDE FUND, INC.
Date: By:
------------------------ --------------------------------
Name:
------------------------------
Title:
-----------------------------
Accepted and Agreed to:
Servicing Agent
-----------------------------------
(Firm Name)
-----------------------------------
(Address)
-----------------------------------
(City) (State)
Fax #:
-----------------------------
Attention:
-------------------------
Date: By:
------------------------ --------------------------------
Name:
------------------------------
Title:
-----------------------------
-4-
