Exhibit (6)
THE GLENMEDE PORTFOLIOS
DISTRIBUTION AGREEMENT
This Agreement made as of July 1, 1995, by and between THE
GLENMEDE PORTFOLIOS, a Massachusetts Business Trust (the "Fund"), and ARMATA
FINANCIAL CORP., a Maryland corporation ("AFC").
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to appoint AFC as its exclusive
distributor and AFC wishes to become the distributor; and
NOW, THEREFORE, in consideration of the premises, and of other
good and valuable consideration by each of the agreements, covenants and
obligations herein contained, the parties hereto agree as follows:
1. Appointment. The Fund appoints AFC as the exclusive
distributor of the Fund for the period and on the terms set forth in this
Agreement. AFC accepts such appointment and agrees to render the services herein
set forth for no compensation.
2. Delivery of Documents. The Fund has furnished AFC with
copies, properly certified or authenticated, of each of the following:
(a) The Fund's Master Trust Agreement and all
amendments thereto;
(b) The Fund's By-Laws and all amendments thereto
(such By-Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");
(c) Resolutions of the Fund's Board of Trustees
authorizing the appointment of AFC as the Fund's Distributor and approving this
Agreement;
(d) The Fund's notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act, as
filed with the Securities and Exchange Commission (the "SEC");
(e) The Fund's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") and under the 1940
Act as filed with the SEC and all amendments thereto; and
(f) The Fund's most recent prospectus (such
prospectus and all amendments and supplements thereto are herein called
"Prospectus").
The Fund will furnish AFC from time to time with copies,
properly certified or authenticated, of all amendments or supplements to the
foregoing, if any, and all documents, notices and reports filed with the SEC.
3. Duties as Distributor. AFC agrees that all solicitations
for subscriptions for Shares of the Fund shall be made in accordance with the
Fund's Declaration of Trust and By-Laws, and its then current Registration
Statement, Prospectus and Statement of Additional Information, and shall not at
any time or in any manner violate any provisions of the laws of the United
States or of any State or other jurisdiction in which solicitations are then
being made. In carrying out its obligations hereunder, AFC shall undertake the
following actions and responsibilities:
(a) receive orders for purchase of Fund Shares,
accept or reject such orders on behalf of the Fund in accordance with the
currently effective Prospectus and Statement of Additional Information and
transmit such orders as are so accepted to the Fund's transfer agent as promptly
as possible;
(b) receive requests for redemption from holders of
Fund Shares and transmit such redemption requests to the Fund's transfer agent
as promptly as possible;
(c) respond to inquiries from the Fund's shareholders
concerning the status of their accounts with the Fund; and
(d) take, on behalf of the Fund, all actions which
appear to the Fund necessary to carry into effect the distribution of the Shares
and perform such other administrative duties with respect to the Fund Shares as
the Fund's Board of Trustees may require.
4. Distribution of Shares. AFC shall be the exclusive
distributor of the Fund Shares. It is mutually understood and agreed that AFC
does not undertake to sell all or any specific portion of the Fund Shares. The
Fund shall not sell any of the Fund Shares except through AFC and securities
dealers who have valid Agency Distribution Agreements with AFC. Notwithstanding
the provisions of the foregoing sentence, the Fund may issue its shares at their
net asset value to any shareholder of the Fund purchasing such Shares with
dividends or other cash distributions received from the Fund pursuant to an
offer made to all shareholders.
5. Control by Board of Trustees. Any distribution activities
undertaken by AFC pursuant to this Agreement, as well as any other activities
undertaken by AFC on behalf of the Fund pursuant hereto, shall at all times be
subject to any directives of the Board of Trustees of the Fund. The Board of
Trustees may agree, on behalf of the Fund, to amendments to this Agreement.
6. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, AFC shall at all times
conform to:
(a) all applicable provisions of the 1940 Act and any
rules and regulations adopted thereunder as amended;
(b) the provisions of the Registration Statement of
the Fund under the 1933 Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the
Fund;
(d) the provisions of the By-Laws of the Fund;
(e) the rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD") and all other self-regulatory
organizations applicable to the sale of investment company shares; and
(f) any other applicable provisions of state and
federal law.
7. Expenses. The expenses connected with the Fund shall be
allocable between the Fund and AFC as follows:
(a) AFC shall furnish, at its expense and without
cost to the Fund, the services of personnel to the extent that such services are
required to carry out their obligations under this Agreement;
(b) AFC shall, at its own expense and without cost to
the Fund, finance appropriate activities which it deems reasonable that are
primarily intended to result in the sale of the shares, including, but not
limited to, advertising, compensation of underwriters, dealers and sales
personnel, the printing and mailing of prospectuses to other than current
shareholders, and the printing and mailing of sales literature; and
(c) the Fund assumes and shall pay or cause to be
paid all other expenses of the Fund, including, without limitation: the fees of
the Fund's investment advisor; the charges and expenses of any registrar, any
custodian or depository appointed by the Fund for the safekeeping of its cash,
portfolio securities and other property, and any stock transfer, dividend or
accounting agent or agents appointed by the Fund; brokers' commissions
chargeable to the Fund in connection with portfolio securities transactions to
which the Fund is a party; all taxes, including securities issuance and transfer
taxes, and corporate fees payable by the Fund to federal, state or other
governmental agencies; the cost and expense of engraving or printing of stock
certificates representing Shares; all costs and expenses in connection with
maintenance of registration of the Fund and its Shares with the SEC and various
states and other jurisdictions (including filing fees and legal fees and
disbursements of Fund counsel); the expenses of printing, including typesetting,
and distributing prospectuses of the Fund and supplements thereto to the Fund's
then current shareholders; all expenses of shareholders' and trustees' meetings
(except expenses relating to the materials sent by ICC and its affiliates to the
Board) and of preparing, printing and mailing of proxy statements and reports to
shareholders; fees and travel expenses of trustees or members of any advisory
board or committee; all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in Shares or in cash; charges
and expenses of any outside service used for pricing of the Fund's Shares;
charges and expenses of the Fund's legal counsel, including counsel to the
directors of the Fund who are not "interested persons" of the Fund (as defined
in Section 2(a)(19) of the 1940 Act), and of independent accountants, in
connection with any matter relating to the Fund (except expenses relating to tax
returns); a portion of membership dues of industry associations; interest
payable on Fund borrowings; postage; insurance premiums on property or personnel
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Fund's operations unless otherwise explicitly provided herein.
8. Delegation of Responsibilities. AFC may, but shall be under
no duty to, perform services on behalf of the Fund which are not required by
this Agreement upon the request of the Fund's Board of Trustees. Payment or
assumption by AFC of any Fund expense that AFC is not required to pay or assume
under this Agreement shall not relieve AFC of any of its obligations to the Fund
or obligate AFC to pay or assume any similar Fund expense on any subsequent
occasions.
9. Compensation. For the services performed by AFC for the
Fund, the Fund will pay to AFC no fee.
10. Agency Distribution Agreements. AFC may enter into agency
distribution agreements (the "Agency Distribution Agreements") with any
securities dealer who is registered under the Securities Exchange Act of 1934
and a member in good standing of the NASD, who may wish to act as a transmitting
broker in connection with the proposed offering. All Agency Distribution
Agreements shall be in substantially the form of the agreement attached hereto
as Exhibit "A."
11. Non-Exclusivity. The services of AFC to the Fund are not
to be deemed exclusive and AFC shall be free to render distribution or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or directors of AFC may
serve as officers or trustees of the Fund, and that officers or trustees of the
Fund may serve as officers or directors of AFC to the extent permitted by law;
and that officers or directors of AFC are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
servicing as partners, officers or directors of any other person, or from
serving as partners, officers or directors of any other firm or corporation,
including other investment companies.
12. Confidentiality. AFC agrees on behalf of itself and its
employees to treat confidentially and as proprietary information of the Fund all
records and other information or data relative to the Fund, its prior, present
or potential shareholders and/or customers of The Glenmede Trust Company, except
after approval in writing by the Fund, which approval shall not be unreasonably
withheld where AFC may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund. AFC further agrees
not to use such records, information or data for any purpose other than the
performance of its responsibilities and duties hereunder.
13. Term and Approval. This Agreement shall become effective
at the close of business on the date hereof and shall remain in force and effect
until October 31, 1996 and from year to year thereafter, provided that such
continuance is specifically approved at least annually:
(a) (i) by the Fund's Board of Trustees or (ii) by
the vote of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the
trustees who are not "interested persons" of the Fund (as defined in Section
2(a)(19) of the 0000 Xxx) and who do not have a financial interest in the
operation of this Agreement, by votes cast in person at a meeting specifically
called for such purpose.
14. Termination. This Agreement may be terminated at any time,
on sixty (60) days' written notice to the other party without the payment of any
penalty, (i) by vote of the Fund's Board of Trustees, (ii) by vote of a majority
of the trustees who are not "interested persons" of the Fund (as defined in
Section 2(a)(19) of the 0000 Xxx) and who do not have a financial interest in
the operation of this Agreement, (iii) by vote of a majority of the Fund's
outstanding voting securities (as defined in Section 2(a)(42) of the 0000 Xxx)
or (iv) by AFC. The notice provided for herein may be waived by each party. This
Agreement shall automatically terminate in the event of its assignment as
defined in Section 2(a)(4) of the 1940 Act.
15. Liability. In the performance of its duties hereunder, AFC
shall be obligated to exercise care and diligence and to act in good faith and
to use its best efforts within reasonable limits in performing all services
provided for under this Agreement, but shall not be liable for any act or
omission which does not constitute willful misfeasance, bad faith or gross
negligence on the part of AFC or reckless disregard by AFC of its duties under
this Agreement.
16. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage-paid to the other parties at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other parties, the addresses of the Fund and AFC are
as follows:
If to AFC:
Armata Financial Corp.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to the Fund:
The Glenmede Trust Co.
One Liberty Place
0000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: The Fund's President
With a copy to:
Xx. Xxxxxxx X. Xxxxxx
Drinker Xxxxxx & Xxxxx
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
17. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof if any, by the United States courts or in the absence of
any controlling decision of any such court, by rules, regulations or orders of
the SEC issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order. Otherwise the
provisions of this Agreement shall be interpreted in accordance with the laws of
Maryland.
18. Names. The names "The Glenmede Portfolios" and "Board of
Trustees of The Glenmede Portfolios" refer respectively to the Fund created and
the Trustees, as trustees but not individually or personally, acting from time
to time under a Master Trust Agreement dated March 3, 1992, which is hereby
referred to and a copy of which is on file at the office of the State Secretary
of the Commonwealth of Massachusetts and at the principal office of the Fund.
The obligations of "The Glenmede Portfolios" entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, or representatives of the Fund personally, but bind only
the Fund Property, and all persons dealing with any class of shares of the Fund
must look solely to the Fund Property belonging to such class for the
enforcement of any claims against the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers as of the day
and year first above written.
[SEAL] THE GLENMEDE PORTFOLIOS
Attest: By: /s/Xxxx X. Xxxxxx, Xx.
----------------------- ----------------------------
[SEAL] ARMATA FINANCIAL CORP.
Attest: By: /s/Xxxxxx X. Xxxxxxxx
----------------------- ----------------------------
Exhibit A
THE GLENMEDE PORTFOLIOS
One Liberty Place
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
SUB-DISTRIBUTION AGREEMENT
________________, 19___
Gentlemen:
Armata Financial Corp. ("AFC"), a Maryland corporation, serves
as distributor (the "Distributor") of The Glenmede Portfolios (the "Fund"). The
Fund is an open-end investment company registered under the Investment Company
Act of 1940, as amended (the "Investment Company Act"). The Fund offers its
shares ("Shares") to the public in accordance with the terms and conditions
contained in its Prospectus. The term "Prospectus" used herein refers to the
prospectus on file with the Securities and Exchange Commission which is part of
the Fund's registration statement under the Securities Act of 1933 (the
"Securities Act"). In connection with the foregoing you may serve as a
participating dealer (and, therefore, accept orders for the purchase or
redemption of Shares, respond to shareholder inquiries and perform other related
functions) on the following terms and conditions:
1. Participating Dealer. You are hereby designated a
Participating Dealer and as such are authorized (i) to accept orders for the
purchase of Shares and to transmit to the Fund such orders and the payment made
therefore, (ii) to accept orders for the redemption of Shares and to transmit to
the Fund such orders and all additional material, including any certificates for
Shares, as may be required to complete the redemption and (iii) to assist
shareholders with the foregoing and other matters relating to their investments
in the Fund, in each case subject to the terms and conditions set forth in the
Fund's Prospectus. You are to review each Share purchase or redemption order
submitted through you or with your assistance for completeness and accuracy. You
further agree to undertake from time to time certain shareholder servicing
activities for customers of yours who have purchased Shares and who use your
facilities to communicate with the Fund or to effect redemptions or additional
purchases of Shares.
2. Limitation of Authority. No person is authorized to make
any representations concerning the Fund or the Shares except those contained in
the Fund's Prospectus and in such printed information as the Distributor may
subsequently prepare. No person is authorized to distribute any sales material
relating to the Fund without the prior written approval of the Distributor.
3. Compensation. As compensation for such services, you will
look solely to the Distributor, and you acknowledge that the Fund shall have no
direct responsibility for any compensation.
4. Prospectus and Reports. You agree to comply with the
provisions contained in the Securities Act governing the distribution of
prospectuses to persons to whom you offer Shares. You further agree to deliver,
upon our request, copies of any amended Prospectus of the Fund to purchasers
whose Shares you are holding as record owner and to deliver to such persons
copies of the annual interim reports and proxy solicitation materials of the
Fund. We agree to furnish to you as many copies of the Fund's Prospectus, annual
and interim reports and proxy solicitation materials as you may reasonably
request.
5. Qualifications to Act. You represent that you are a member
in good standing of the National Association of Securities Dealers, Inc. (the
"NASD"). Your expulsion or suspension from the NASD will automatically terminate
this Agreement on the effective date of such expulsion or suspension. You agree
that you will not offer Shares to persons in any jurisdiction in which you may
not lawfully make such offer due to the fact that you have not registered under,
or are not exempt from, the applicable registration or licensing requirements of
such jurisdiction. You agree that in performing the services under this
Agreement, you at all times will comply with the Rules of Fair Practice of the
NASD, including, without limitation, the provisions of Section 26 of such Rules.
You agree that you will not combine customer orders to reach breakpoints in
commissions for any purposes whatsoever unless authorized by the then current
Prospectus in respect of Shares of a particular class or by us in writing. You
also agree that you will place orders immediately upon their receipt and will
not withhold any order so as to profit therefrom. In determining the amount
payable to you hereunder, we reserve the right to exclude any sales which we
reasonably determine are not made in accordance with the terms of the Prospectus
and provisions of the Agreement.
6. Blue Sky. The Fund has registered an indefinite number of
Shares under the Securities Act. The Fund intends to register or qualify in
certain states where registration or qualification is required. We inform you as
to the states or other jurisdictions in which we believe the Shares have been
qualified for sale under, or are exempt from the requirements of, the respective
securities laws of such states. You agree that you will offer Shares to your
customers only in those states where such Shares have been registered,
qualified, or an exemption is available. We assume no responsibility or
obligation as to your right to sell Shares in any jurisdiction. We will file
with the Department of State in New York a State Notice and a Further State
Notice with respect to the Shares, if necessary.
7. Authority of Fund. The Fund shall have full authority to
take such action as it deems advisable in respect of all matters pertaining to
the offering of its Shares, including the right not to accept any order for the
purchase of Shares.
8. Record Keeping. You will (i) maintain all records required
by law to be kept by you relating to transactions in Shares and, upon request by
the Fund, promptly makes such of these records available to the Fund as the Fund
may reasonably request in connection with its operations and (ii) promptly
notify the Fund if you experience any difficulty in maintaining the records
described in the foregoing clauses in an accurate and complete manner.
9. Liability. The Distributor shall be under no liability to
you except for lack of good faith and for obligations expressly assumed by them
hereunder, and the Fund shall have no liability to you in connection with the
matters to which this Agreement relates. In carrying out your obligations, you
agree to act in good faith and without negligence. Nothing contained in this
Agreement is intended to operate as a waiver by the Distributor or you of
compliance with any provision of the Investment Company Act, the Securities Act,
the Securities and Exchange Act of 1934, as amended, or the rules and
regulations promulgated by the Securities and Exchange Commission thereunder.
10. Termination. This Agreement may be terminated by either
party, without penalty, upon ten days' notice to the other party and shall
automatically terminate in the event of its assignment (as defined in the
Investment Company Act). This Agreement may also be terminated at any time
without penalty by the vote of a majority of the members of the Board of
Directors of the Fund who are not "interested persons" (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Distribution Agreement between the Fund and the Distributor
or by the vote of a majority of the outstanding voting securities of the Fund.
11. Communications. All communications to us should be sent to
000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000. Any notice to you shall be
duly given if mailed or telegraphed to you at the address specified by you
below.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us one copy of this agreement.
ARMATA FINANCIAL CORP.
___________________________
(Authorized Signature)
Confirmed and Accepted:
Firm Name: ____________________________
By: ____________________________
Address: ____________________________
Date: ____________________________
