PURCHASE AGREEMENT
The Glenmede Fund, Inc., a Maryland corporation (the
"Company") and Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx"), hereby agree
with each other as follows:
1. The Company hereby offers Alex. Xxxxx and Xxxx. Xxxxx
hereby purchases one share (the "Share") of the Company's Institutional
International Portfolio - Flag Investors Series Class A Shares for an amount
equal to the net asset value per share of the Institutional International
Portfolio on the date below. The Company hereby acknowledges receipt from Alex.
Xxxxx of funds in such amount in full payment for such Share.
2. Alex. Xxxxx represents and warrants to the Company that the
Share is being acquired for investment purposes and not with a view to the
distribution thereof.
IN AGREEMENT WHEREOF, and intending to be legally bound
hereby, the parties hereto have executed this Agreement as of the __th day of
June, 1997.
THE GLENMEDE FUND, INC.
ATTEST:
__________________________________ By: _______________________________
its: Executive Vice President its: President
ALEX. XXXXX & SONS
INCORPORATED
ATTEST:
__________________________________ By: _______________________________
its: Assistant Vice President its: Vice President