Exhibit (h)(2)
ADMINISTRATION AGREEMENT
AGREEMENT made as of September 1, 2001 by and between The Glenmede
Portfolios, a business trust organized under the laws of the State of
Massachusetts (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts
trust company (the "Bank").
WHEREAS, the Fund, a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of the separate
portfolios listed on Appendix A hereto; and
WHEREAS, the Fund desires to retain the Bank to render certain
administrative services to the Fund and the Bank is willing to render such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Bank to act as
Administrator of the Fund on the terms set forth in this Agreement. The Bank
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. Delivery of Documents. The Fund has furnished the Bank with
copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Trustees authorizing
the appointment of the Bank to provide certain administrative services to the
Fund and approving this Agreement;
(b) The Fund's incorporating documents filed with the State
of Maryland and all amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the
"By-Laws");
(d) The Fund's agreements with all service providers which
include any investment advisory agreements, sub-investment advisory agreements,
custody agreements, distribution agreements and transfer agency agreements, if
applicable (collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A
(the "Registration Statement") under the Securities Act of 1933 and under the
1940 Act and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of
additional information (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for the Bank in the proper
performance of its duties hereunder.
The Fund will immediately furnish the Bank with copies of all
amendments of or supplements to the foregoing. Furthermore, the Fund will notify
the Bank as soon as possible of any matter which may materially affect the
performance by the Bank of its services under this Agreement.
3. Duties of Administrator. Subject to the supervision and
direction of the Board of Trustees of the Fund, the Bank, as Administrator, will
assist in conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in Appendix B hereto. The
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Bank may, from time to time, perform additional duties and functions which shall
be set forth in an amendment to such Appendix B executed by both parties.
In performing all services under this Agreement, the Bank
shall act in conformity with the Fund's Articles and By-Laws and the 1940 Act,
as the same may be amended from time to time, and the investment objectives,
investment policies and other practices and policies set forth in the Fund's
Prospectus and Statement of Additional Information, as the same may be amended
from time to time. Notwithstanding any item discussed herein, the Bank has no
discretion over the Fund's assets or choice of investments and cannot be held
liable for any problem relating to such investments.
4. Duties of the Fund.
(a) The Fund is solely responsible (through its transfer agent
or otherwise) for (i) providing timely and accurate reports ("Daily Sales
Reports") which will enable the Bank as Administrator to monitor the total
number of shares sold in each state on a daily basis and (ii) identifying any
exempt transactions ("Exempt Transactions") which are to be excluded from the
Daily Sales Reports.
(b) The Fund agrees to make its legal counsel available to the
Bank for instruction with respect to any matter of law arising in connection
with the Bank's duties hereunder, and the Fund further agrees that the Bank
shall be entitled to rely on such instruction without further investigation on
the part of the Bank.
5. Fees and Expenses.
(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, the Fund pay to the
Bank fees as may be agreed to from time to time in writing between the parties.
Such fees do not include certain reasonable out-of-pocket disbursements or other
certain reasonable expenses of the Bank as may be agreed to in writing between
the parties and for which the Bank shall be entitled to xxxx the Fund separately
and for which the Fund shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses
incurred by the Fund.
6. Limitation of Liability.
(a) The Bank shall be obligated to exercise care and diligence
in the performance of its duties hereunder and to act in good faith in
performing the services provided for under this Agreement. The Bank, its
directors, officers, employees and agents shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the performance of its obligations and duties under this Agreement, except
a loss resulting from willful misfeasance, bad faith or negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof. The Fund will indemnify the Bank, its directors, officers,
employees and agents against and hold it and them harmless from any and all
losses, claims, damages, liabilities or expenses (including legal fees and
expenses) resulting from any claim, demand, action or suit (i) arising out of
the actions or omissions of the Fund, including, but not limited to, inaccurate
Daily Sales Reports and misidentification of Exempt Transactions; or (ii)
arising out of the offer or sale of any securities of the Fund in violation of
(x) any requirement under the federal securities laws or regulations, (y) any
requirement under the securities laws or regulations of any state, or (z) any
stop order or other determination or ruling by any federal or state agency with
respect to the offer or sale of such securities; provided that neither the Bank
nor its directors, officers, employees and agents shall be relieved from any
liability or indemnified against any liability to the Fund arising out of
willful misfeasance, bad faith or negligence of the Bank in the performance of
any of its obligations or duties under this Agreement or by reason of its
reckless disregard thereof.
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(b) The Bank may apply to the Fund at any time for
instructions and may consult counsel for the Fund, or its own counsel, and with
accountants and other experts with respect to any matter arising in connection
with its duties hereunder, and the Bank shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such
instruction, or with the opinion of such counsel, accountants, or other experts.
The Bank shall not be liable for any act or omission taken or not taken in
reliance upon any document, certificate or instrument which it reasonably
believes to be genuine and to be signed or presented by the proper person or
persons. The Bank shall not be held to have notice of any change of authority of
any officers, employees, or agents of the Fund until receipt of written notice
thereof has been received by the Bank from the Fund.
(c) In the event the Bank is unable to perform, or is delayed
in performing, its obligations under the terms of this Agreement because of acts
of God, strikes, legal constraint, government actions, war, emergency
conditions, interruption of electrical power or other utilities, equipment or
transmission failure or damage reasonably beyond its control or other causes
reasonably beyond its control, the Bank shall not be liable to the Fund for any
damages resulting from such failure to perform, delay in performance, or
otherwise from such causes, except resulting from the Bank's own negligence.
(d) Notwithstanding anything to the contrary in this
Agreement, in no event shall the Bank or the Fund be liable to each other for
special, incidental or consequential damages, even if advised of the possibility
of such damages.
7. Termination of Agreement.
(a) The term of this Agreement shall be three years commencing
upon the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive three-year terms (each a "Renewal
Term") unless notice of non-renewal is delivered by the non-renewing party to
the other party no later than ninety days prior to the expiration of the Initial
Term or any Renewal Term, as the case may be.
If a majority of the non-interested members of the Board of
Trustees of the Fund reasonably determines that the performance of the Bank
under this Agreement has been unsatisfactory, written notice (the "Notice") of
such determination setting forth the reasons for such determination shall be
provided to the Bank. In the event the Bank shall not, within sixty (60) days
thereafter, cure the identified deficiencies to the satisfaction of the Board of
Trustees of the Fund, the Fund, with the authorization of the Board of Trustees
of the Fund may terminate this Agreement.
Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the other party
violates any material provision of this Agreement, provided that the
non-violating party gives written notice of such violation to the violating
party and the violating party does not cure such violation within 90 days of
receipt of such notice.
(b) At any time after the termination of this Agreement, the
Fund may, upon written request, have reasonable access to the records of the
Bank relating to its performance of its duties as Administrator.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or the Bank shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
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To the Fund:
The Glenmede Portfolios
c/o Glenmede Advisers, Inc.
One Liberty Place
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxx X. Xxxxx, President
With a copy to: Xxxxxxxx X. Xxxxxxx
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxx, Director, Client Management
With a copy to: Xxxxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its conflict of
laws provisions.
(d) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) The Bank shall keep records relating to the services to be
performed hereunder. Such records may be inspected by the Fund during regular
business hours upon reasonable notice. To the extent required by Section 31 of
the 1940 Act and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed by
the Bank hereunder will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered to the Fund on
and in accordance with its request.
(g) 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 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 Property of the Fund, and all persons dealing with any class of shares of
the Fund must look solely to the Property of the Fund belonging to such class
for the enforcement of any claims against the Fund.
9. Confidentiality. All books, records, non-public information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying
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out of this Agreement shall remain confidential, and shall not be disclosed
without the consent of the other party, except as may be required in the
performance of duties hereunder or as otherwise required by applicable law or at
the request of a governmental agency or self-regulatory organization. In
addition, the parties further agree that any Nonpublic Personal Information, as
defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated
under the Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed by a party hereunder is
for the specific purpose of permitting the other party to perform the services
set forth in this Agreement. Each party agrees that, with respect to such
information, it will comply with Regulation S-P and the Act and that it will not
disclose any Nonpublic Personal Information received in connection with this
Agreement, to any other party, except as necessary to carry out the services set
forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.
10. Use of Name. The Fund shall not use the name of the Bank or any of
its affiliates in any prospectus, sales literature or other material relating to
the Fund in a manner not approved by the Bank prior thereto in writing; provided
however, that the approval of the Bank shall not be required for any use of its
name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the SEC or any state securities authority or
any other appropriate regulatory, governmental or judicial authority; provided
further, that in no event shall such approval be unreasonably withheld or
delayed.
11. Several Obligations of the Portfolios. This Agreement is an
agreement entered into between the Bank and the Fund with respect to each
Portfolio. With respect to any obligation of the Fund on behalf of any Portfolio
arising out of this Agreement, the Bank shall look for payment or satisfaction
of such obligation solely to the assets of the Portfolio to which such
obligation relates as though the Bank had separately contracted with the Fund by
separate written instrument with respect to each Portfolio.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
THE GLENMEDE PORTFOLIOS
By: /s/Xxxx Xxx X. Xxxxx
------------------------
Name: Xxxx Xxx X. Xxxxx
Title: President
INVESTORS BANK & TRUST COMPANY
By: /s/Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
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Appendices
Appendix A......................................................... Portfolios
Appendix B......................................................... Services
APPENDIX A
Portfolios of The Glenmede Portfolios:
Muni Intermediate Porfolio
New Jersey Muni Portfolio
