As filed with the Securities and Exchange Commission
on July 10, 2026
Registration Nos. 33-22884
811-05577
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 130 |
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and
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 |
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Amendment No. 132
The
Glenmede Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
One Congress Street, Suite 1
Boston, MA 02114
(Address of Principal Executive Offices)
Registrant’s Telephone Number:
1-800-442-8299
Joshua M. Lindauer, Esq.
Secretary
Faegre Drinker Biddle & Reath LLP
1177 Avenue of the Americas
41st Floor New York, New York 10036
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
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immediately upon filing pursuant to paragraph (b) |
| ☐ |
on _________ pursuant to paragraph (b) |
| ☐ |
60 days after filing pursuant to paragraph (a)(i) |
| ☐ |
on ____________ pursuant to paragraph (a)(i) |
| ☒ |
75 days after filing pursuant to paragraph (a)(ii) |
| ☐ |
on ____________ pursuant to paragraph (a)(ii) of rule 485. |
If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed
post-effective amendment. |
Preliminary
Prospectus
Dated
[•], 2026
Subject
to Completion
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
THE
GLENMEDE FUND, INC.
Prospectus
[•],
2026
Knollbrook
Disciplined International Equity ETF ([Ticker]) ([•])
Knollbrook
Global Secured Options ETF ([Ticker]) ([•])
Investment
Advisor
Glenmede
Investment Management LP
The
U.S. Securities and Exchange Commission has not approved or disapproved the Fund’s securities or determined if this Prospectus is
accurate or complete. It is a criminal offense to state otherwise.
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Knollbrook
Disciplined International Equity ETF
Investment
Objective
The
Knollbrook Disciplined International Equity ETF (the “Portfolio”) seeks maximum long-term total return consistent with reasonable
risk to principal.
Fees
and Expenses of the Portfolio
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You
may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the table and example below.
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Management
Fees |
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[•%]
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Distribution
and Service (12b-1 Fees) |
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[•%]
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Other
Expenses1 |
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[•%]
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Total
Annual Portfolio Operating Expenses |
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[•%] |
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1
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Other
Expenses are based on estimates for the current fiscal year. |
Example
This
Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the Portfolio for the time periods indicated and then hold or redeem all of your shares at the end
of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s operating
expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in
a taxable account. These costs, which are not reflected in annual portfolio operating expenses or in the Example, affect the Portfolio’s
performance. The Portfolio may actively trade portfolio securities to achieve its principal investment strategies. The Portfolio has not
commenced operations as of the date of this prospectus, but it is expected that on or about [•] (the “Closing Date”),
the Fund will acquire the assets and assume the liabilities of the Glenmede Disciplined International Equity Portfolio (the “Predecessor
Fund”) in a reorganization. For the fiscal year ended October 31, 2025, the Predecessor Fund’s portfolio turnover rate
was 76%.
Principal
Investment Strategies
Using
factor-based analysis, under normal market circumstances, the Portfolio invests at least 80% of the value of its net assets (including
borrowings for investment purposes) in equity securities of foreign companies, directly and/or through American Depositary Receipts (“ADRs”).
ADRs are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued
by foreign companies. Under normal market circumstances, the Portfolio will invest, directly and/or through ADRs in companies based in
at least three countries other than the United States in primarily developed markets. Glenmede Investment Management LP (the “Advisor”)
uses proprietary multi-factor computer models to select stocks and/or ADRs of foreign companies that the models identify as having reasonable
prices, good fundamentals and rising earnings expectations. These computer models rank securities based on certain criteria, including
valuation ratios, profitability and earnings-related measures, and material
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sustainability-related
criteria. As sustainability-related information is just one investment criterion, sustainability-related considerations are generally
not solely determinative in any investment decision made by the Advisor. The Portfolio may actively trade its securities to achieve its
principal investment strategies.
Principal
Investment Risks
All
investments carry a certain amount of risk and the Portfolio cannot guarantee that it will achieve its investment objective. In addition,
the strategies that the Advisor uses may fail to produce the intended result. Each risk summarized below is considered a “principal
risk” of investing in the Portfolio, regardless of the order in which it appears. Different risks may be more significant at different
times depending on market conditions and other factors. An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Therefore, you could lose money by investing
in the Portfolio.
The
Portfolio may be appropriate for you if you are investing for goals several years away and are comfortable with the risks of investing
in foreign securities. The Portfolio would not be appropriate for you if you are investing for short-term goals or are mainly
seeking current income.
Shares
May Trade at Prices Other than NAV: There can be no assurance as to the price at which, or volume in
which, it may at any time be possible to buy or sell shares of the Portfolio in the public trading market. Although shares are listed
for trading on [•], there can be no assurance that an active trading market for such shares will develop or be maintained. Although
it is expected that the market price of the shares will approximate the Portfolio’s net asset value (“NAV”) when purchased
and sold in the secondary market, the Portfolio faces numerous market trading risks, including the potential lack of an active market
for shares, disruptions in the securities markets in which the Portfolio invests, periods of high market volatility and disruptions in
the creation/redemption process. Any of these may lead to times when the market price of the shares is more than the NAV intra-day (premium)
or less than the NAV intra-day (discount).
Authorized
Participants Risk: The Portfolio has entered into Authorized Participant (“AP”) agreements
with only a limited number of institutions. Should these APs cease to act as such or, for any reason, be unable to create or redeem Shares
and new APs are not appointed in their place, shares may trade at a discount to the Portfolio’s NAV and possibly face delisting.
Market
Risk: Stocks may decline over short or even extended periods of time. Equity markets tend to be
cyclical: there are times when stock prices generally increase, and other times when they generally decrease. In addition, the Portfolio
is subject to the additional risk that the particular types of stocks held by the Portfolio may underperform other types of securities.
Market risks, including political, regulatory, market, economic and social developments, and developments that impact specific economic
sectors, industries or segments of the market, can affect the value of the Portfolio’s investments. Natural disasters, climate change,
public health emergencies (including pandemics and epidemics), war, military conflict, terrorism, tariffs, cybersecurity incidents and
other unforeseeable global events may lead to instability in world economies and markets, may lead to market volatility, and may have
adverse long-term effects. The Portfolio cannot predict the effects of such unforeseeable events in the future on the economy, the markets
or the Portfolio’s investments.
Frequent
Trading Risk: A high rate of portfolio turnover involves correspondingly high transaction costs,
which may adversely affect the Portfolio’s performance over time. High portfolio turnover may also result in the Portfolio paying
higher transaction costs and the distribution of additional capital gains, which may generate greater tax liabilities for shareholders
who hold the shares in taxable accounts. Increased transaction costs and distributions of capital gains may negatively affect the Portfolio’s
performance.
Investment
Style Risk: The Portfolio invests in securities with strong earnings growth prospects that the
Advisor believes are reasonably priced. There is no guarantee that the prices of these securities will not move even lower.
ADR/Foreign
Investment Risk: The Portfolio intends to invest in foreign securities directly and/or in the
form of ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying
securities issued by a foreign company and listed on a U.S. stock exchange. The Portfolio is subject to additional risks due to its foreign
investments. Foreign stocks involve special risks not typically associated with U.S. stocks. Foreign investments may be riskier than U.S.
investments because of factors such as foreign government restrictions, changes in currency exchange rates, incomplete financial information
about the issuers of securities, and
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political
or economic instability, including military hostilities and related sanctions that impact trade and commodity prices, such as armed conflict
in Europe and in the Middle East. Foreign stocks may be more volatile and less liquid than U.S. stocks. Investments in ADRs involve risks
similar to those accompanying direct investments in foreign securities.
Liquidity
Risk: The possibility that investments cannot be readily sold within seven calendar days at approximately
the price at which the Portfolio has valued them.
Value
Style Risk: Although the Portfolio invests in stocks the Advisor believes to be reasonably priced,
there is no guarantee that the prices of these stocks will not move even lower. In addition, the value investment style can shift into
and out of favor with investors, depending on market and economic conditions. As a result, the Portfolio may at times outperform or underperform
other funds that invest more broadly or employ a different investment style.
Large
Shareholder and Large-Scale Redemption Risk: Certain shareholders, including an AP, a third-party investor,
the Portfolio’s Advisor, a market maker, or another entity, may from time to time own or manage a substantial amount of Portfolio
shares, or may invest in the Portfolio and hold their investment for a limited period of time. There can be no assurance that any large
shareholder or large group of shareholders would not redeem their investment.
Redemptions
of a large number of Portfolio shares could require the Portfolio to dispose of assets to meet the redemption requests, which can accelerate
the realization of taxable income and/or capital gains and cause the Portfolio to make taxable distributions to its shareholders earlier
than the Portfolio otherwise would have. In addition, under certain circumstances, non-redeeming shareholders may be treated as receiving
a disproportionately large taxable distribution during or with respect to such year. In some circumstances, the Portfolio may hold a relatively
large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns. To the extent the Portfolio
permits redemptions in cash, these large redemptions may also force the Portfolio to sell portfolio securities when it might not otherwise
do so, which may negatively impact the Portfolio’s NAV, increase the Portfolio’s brokerage costs and/or have a material effect
on the market price of the Portfolio shares.
Performance
Information
The
Portfolio has not commenced operations as of the date of this prospectus. The returns presented for the Portfolio reflect the performance
of the Predecessor Fund. It is anticipated that on or about the Closing Date, the Portfolio will acquire the assets and assume the liabilities
of the Predecessor Fund in a tax-free reorganization for U.S. federal income tax purposes (the “Predecessor Fund Reorganization”).
As a result of the Predecessor Fund Reorganization, the Portfolio will adopt the performance and financial history of the Predecessor
Fund.
The
chart and table below show how the performance of the Predecessor Fund’s [•] shares has varied from year to year. The table
shows how the average annual total returns for one year, five years and ten years for the Predecessor Fund’s [•] shares compares
to those of selected market indices. The Predecessor Fund’s past performance, before and after taxes, does not necessarily
indicate how the Portfolio will perform in the future. Performance reflects expense reimbursements and/or fee waivers applicable to the
Predecessor Fund [•] shares made in 2016 through 2025. If such expense reimbursements or waivers were not in place, the Predecessor
Fund’s [•] shares performance in 2016 through 2025 would be reduced. Updated performance information is available by visiting www.glenmedeim.com or
by calling 1-800-442-8299.
[Bar
chart to be added by amendment.]
During
the periods shown in the bar chart, the highest quarterly return for the Predecessor Fund’s [•] shares was [•]%
(for the quarter ended [•]) and the lowest quarterly return for the Predecessor Fund’s [•] shares was
[•]% (for the quarter ended [•]).
After-tax
returns for the Predecessor Fund’s [•] shares are calculated using the historical highest individual Federal marginal income
tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation
and may differ from those shown. After-tax returns are not relevant to investors who hold their Portfolio shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts (“IRAs”).
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Average
Annual Total Returns (for the periods ended December 31, 2025)
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Past
1
Year |
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Past
5
Years |
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Past
10
Years
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Return
Before Taxes |
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[•]% |
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[•]% |
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[•]%
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Return
After Taxes on Distributions |
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[•]% |
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[•]% |
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[•]%
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Return
After Taxes on Distributions and Sale of Fund Shares |
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[•]% |
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[•]% |
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[•]%
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MSCI
World ex-USA Index (reflects no deduction for fees, expenses or taxes) |
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[•]% |
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[•]% |
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[•]%
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Morningstar
Foreign Large Value Average1 |
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[•]% |
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[•]% |
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[•]% |
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1
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The
Morningstar Foreign Large Value Average is provided so that investors may compare the performance of the Fund with the performance of
a peer group of funds that Morningstar, Inc. considers similar to the Fund. |
Investment
Advisor and Sub-Advisor
Glenmede
Investment Management LP serves as investment advisor to the Fund.
[The
Advisor has retained Tidal Investments LLC (the “Sub-Advisor”), which is responsible for trading portfolio securities for
the Portfolio, including creation and/or redemption basket processing and selecting broker-dealers to execute purchase and sale transactions
in connection with any rebalancing of the Portfolio. The Sub-Advisor does not select securities for the Portfolio.]
Portfolio
Managers
The
Portfolio is managed by Vladimir de Vassal, CFA, Director of Quantitative Research, Alexander R, Atanasiu, CFA, Portfolio Manager, Paul
T. Sullivan, CFA, Portfolio Manager, and Ruohao Chen, CFA, of the Advisor. They have managed the Portfolio since its inception in [•]
2026.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment
is made through an IRA or other tax-advantaged account. Distributions on investments made through tax deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Purchase
and Sale of Portfolio Shares
Portfolio
shares are listed on a national securities exchange, [•], and investors can only buy and sell shares through brokers or dealers
at market prices, rather than NAV. Because shares trade at market prices rather than NAV, shares may trade at a price greater than NAV
(premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is
willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares
in the secondary market (the “bid-ask spread”). As the Portfolio has not commenced operations as of the date of this prospectus,
median bid-ask spread for the Portfolio cannot be provided. Once available, information on the Portfolio’s NAV, market price, premiums
and discounts, and bid-ask spreads will be provided at [www. •].
The
Portfolio issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers)
may purchase or redeem. Creation Units generally consist of [•] shares, though this may change from time to time. The Portfolio
generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Fund (the
“Deposit Securities”) and/or a designated amount of U.S. cash.
Financial
Intermediary Compensation
If
you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank), the Portfolio and its related
companies may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest
by influencing the broker-dealer or other intermediary and your salesperson to recommend the Portfolio over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.
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Knollbrook
Global Secured Options ETF
Investment
Objective
Knollbrook
Global Secured Options ETF (the “Portfolio”) seeks long-term capital appreciation and option premiums consistent with reasonable
risk to principal.
Fees
and Expenses of the Portfolio
This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Portfolio. You
may pay brokerage commissions and other fees to financial intermediaries which are not reflected in the table and example below.
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Management
Fees |
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[•%]
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Distribution
and Service (12b-1 Fees) |
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[•%]
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Other
Expenses1 |
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[•%]
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Acquired
Fund Fees and Expenses2 |
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[•%]
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Total
Annual Portfolio Operating Expenses |
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[•%] |
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Other
Expenses are based on estimates for the current fiscal year. |
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Acquired
Fund Fees and Expenses are based on estimated amounts for the current fiscal year, which are based on the expenses of the Predecessor
Fund (as defined below) for its most recent fiscal year restated to reflect current fees. |
Example
This
Example is intended to help you compare the cost of investing in the Portfolio’s shares with the cost of investing in other funds.
The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then hold or redeem all of your shares
at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s
operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Portfolio
Turnover
The
Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in
a taxable account. These costs, which are not reflected in annual portfolio operating expenses or in the Example, affect the Portfolio’s
performance. The Portfolio may actively trade portfolio securities to achieve its principal investment strategies. The Portfolio has not
commenced operations as of the date of this prospectus, but it is expected that on or about [•] (the “Closing Date”),
the Fund will acquire the assets and assume the liabilities of the Glenmede Global Secured Options Portfolio (the “Predecessor Fund”)
in a reorganization. For the fiscal year ended October 31, 2025, the Predecessor Fund’s portfolio turnover rate was 69%.
Principal
Investment Strategies
Under
normal market circumstances, the Portfolio uses option writing strategies in an effort to obtain option premiums and reduce risk. The
Portfolio will implement buy-write (covered call) and/or cash-secured put option strategies on U.S. or foreign stock index exchange-traded
funds (“ETFs”), U.S. or foreign stock indices and/or individual U.S. or foreign stocks held by the Portfolio. Covered call
and cash-secured put options are intended to reduce volatility, earn option premiums and provide more stable returns. Selling call options
reduces the risk of owning stocks by the receipt of the option premiums and selling put options reduces the purchase price of the underlying
stock, but both strategies limit the opportunity to profit from an increase in the market value of the underlying security in exchange
for up-front cash at the time of selling the call or put option. Under normal market circumstances, at least 80% of the value of the Portfolio’s
net assets (including borrowings for investment purposes) will be subject to secured option strategies, which are written covered call
and/or secured put options.
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Under
normal market circumstances, the Portfolio will write covered call and/or secured put options on U.S. or foreign stock index ETFs, U.S.
or foreign stock indices and/or individual U.S. or foreign stocks in at least three different countries, other than the United States,
and will invest at least 40% of its net assets outside of the U.S. The Portfolio is called Global “Secured Options” because
the call and put options it writes will be covered by owning the U.S. or foreign security, index or ETFs underlying the option, holding
an offsetting option, segregating cash or other liquid assets at not less than the full value of the option or the exercise price, and/or
using other permitted coverage methods. The Portfolio may invest in exchange-traded FLexible EXchange Options (“FLEX Options”).
FLEX Options are customized exchange-traded option contracts that are guaranteed for settlement by The Options Clearing Corporation (“OCC”).
FLEX Options provide investors with the ability to customize exercise prices, exercise styles, and expiration dates, while achieving price
discovery in competitive, transparent, auction markets and avoiding the counterparty exposure of over-the-counter (“OTC”)
options positions. At any given time, the Portfolio’s assets may be subject to only calls or only puts, or a combination of both
strategies. To the extent that the Portfolio’s assets are only subject to puts, the assets will consist of cash or cash equivalents
in order to secure the puts. In that event, there may be few if any stocks or other securities held by the Portfolio. To the extent that
the Portfolio’s assets are only subject to covered calls on a stock index, the Portfolio may hold stock index ETFs instead of individual
U.S. or foreign stocks that replicate the movement of the applicable index, in addition to the other permitted coverage methods.
To
the extent that the Portfolio’s assets are not only subject to cash-secured puts or calls on stock index covered by stock index
ETFs, the Portfolio intends to invest in a diversified portfolio of U.S. or foreign equity securities of companies based in at least three
different countries, other than the United States, with generally similar risk and return characteristics as the MSCI All Country World
Index (“MSCI ACWI Index”). The Portfolio may invest in companies with small, medium or large market capitalizations in developed,
developing or emerging markets in advancement of its investment objective. The Portfolio intends to invest in foreign securities in the
form of American Depositary Receipts (“ADRs”) which are securities issued by a U.S. bank that represent interests in foreign
equity securities listed on a U.S. stock exchange. The Portfolio may also buy call and put options on U.S. or foreign stock index ETFs,
U.S. or foreign stock indices or individual U.S. or foreign stocks.
Glenmede
Investment Management LP’s (the “Advisor’s”) selection of securities to buy or sell is based on a combination
of proprietary multifactor computer models and fundamental analysis. The computer models rank securities based on certain criteria, such
as valuation ratios, and other models focus on risk analysis and overall portfolio characteristics. The Advisor buys securities that the
models identify as undervalued and more likely to appreciate and sells securities that the Advisor identifies as overvalued and more likely
to depreciate. The Portfolio may actively trade its securities to achieve its principal investment strategies.
Principal
Investment Risks
All
investments carry a certain amount of risk and the Portfolio cannot guarantee that it will achieve its investment objective. In addition,
the strategies that the Advisor uses may fail to produce the intended result. Each risk summarized below is considered a “principal
risk” of investing in the Portfolio, regardless of the order in which it appears. Different risks may be more significant at different
times depending on market conditions and other factors. An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Therefore, you could lose money by investing
in the Portfolio.
The
Portfolio may be appropriate for you if you are investing for goals several years away and are comfortable with stock market and foreign
securities risks. The Portfolio would not be appropriate for you if you are investing for
short- term goals or are mainly seeking current income.
Shares
May Trade at Prices Other than NAV: There can be no assurance as to the price at which, or volume in
which, it may at any time be possible to buy or sell Portfolio shares in the public trading market. Although the shares are listed for
trading on [•], there can be no assurance that an active trading market for such shares will develop or be maintained. Although
it is expected that the market price of the shares will approximate the Portfolio’s net asset value (“NAV”) when purchased
and sold in the secondary market, the Portfolio faces numerous market trading risks, including the potential lack of an active market
for shares, disruptions in the securities markets in which the Portfolio invests, periods of high market volatility and disruptions in
the creation/redemption process. Any of these may lead to times when the market price of the shares is more than the NAV intra-day (premium)
or less than the NAV intra-day (discount).
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Authorized
Participants Risk: The Portfolio has entered into Authorized Participant (“AP”) agreements
with only a limited number of institutions. Should these APs cease to act as such or, for any reason, be unable to create or redeem shares
and new APs are not appointed in their place, shares may trade at a discount to the Portfolio’s NAV and possibly face delisting.
Cash
Transactions Risk: Unlike certain ETFs, the Portfolio may effect its redemptions partially for cash,
rather than primarily for in-kind securities. As such, investments in shares may be less tax-efficient than an investment in a conventional
ETF which generally are able to make in-kind redemptions and avoid realizing gains in connection with transactions designed to raise cash
to meet redemption requests.
Market
Risk: Stocks may decline over short or even extended periods of time. Equity markets tend to be
cyclical: there are times when stock prices generally increase, and other times when they generally decrease. In addition, the Portfolio
is subject to the additional risk that the particular types of stocks held by the Portfolio may underperform other types of securities.
Market risks, including political, regulatory, market, economic and social developments, and developments that impact specific economic
sectors, industries or segments of the market, can affect the value of the Portfolio’s investments. Natural disasters, climate change,
public health emergencies (including pandemics and epidemics), war, military conflict, terrorism, tariffs, cybersecurity incidents and
other unforeseeable global events may lead to instability in world economies and markets, may lead to market volatility, and may have
adverse long-term effects. The Portfolio cannot predict the effects of such unforeseeable events in the future on the economy, the markets
or the Portfolio’s investments.
Options
Risk: Writing and purchasing call and put options are highly specialized activities and entail
greater than ordinary investment risks. The successful use of options depends in part on the future price fluctuations and the degree
of correlation between the options and the securities markets. The value of the Portfolio’s positions in options fluctuates in response
to changes in the value of the underlying security, index, or stock index ETF, as applicable. The Portfolio also risks losing all or part
of the cash paid for purchasing call and put options. Unusual market conditions or the lack of a ready market for any particular option
at a specific time may reduce the effectiveness of the Portfolio’s option strategies, and for these and other reasons the Portfolio’s
option strategies may not reduce the Portfolio’s volatility to the extent desired. The Portfolio may reduce its holdings of put
options resulting in an increased exposure to a market decline.
FLEX
Options Risk: The Portfolio may invest in FLEX Options issued and guaranteed for settlement by the
OCC. The Portfolio bears the risk that the OCC will be unable or unwilling to perform its obligations under the FLEX Options contracts.
Additionally, FLEX Options may be illiquid, and in such cases, the Portfolio may have difficulty closing out certain FLEX Options positions
at desired times and prices.
Frequent
Trading Risk: A high rate of portfolio turnover involves correspondingly high transaction costs, which
may adversely affect the Portfolio’s performance over time. High portfolio turnover may also result in the Portfolio paying higher
transaction costs and the distribution of additional capital gains, which may generate greater tax liabilities for shareholders who hold
the shares in taxable accounts. Increased transaction costs and distributions of capital gains may negatively affect the Portfolio’s
performance.
ADR/Foreign
Investment Risk: The Portfolio intends to invest in foreign securities in the form of ADRs, which
are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued
by a foreign company and listed on a U.S. stock exchange. Investments in ADRs involve risks similar to those accompanying direct investments
in foreign securities. The Portfolio is subject to additional risks due to its foreign investments. Foreign stocks involve special risks
not typically associated with U.S. stocks. Foreign investments may be riskier than U.S. investments because of factors such as foreign
government restrictions, changes in currency exchange rates, incomplete financial information about the issuers of securities, and political
or economic instability, including military hostilities and related sanctions that impact trade and commodity prices, such as armed conflict
in Europe and in the Middle East. Foreign stocks may be more volatile and less liquid than U.S. stocks.
Emerging
Markets Risk: The risks associated with foreign investments are heightened when investing in emerging
markets. The governments and economies of emerging market countries feature greater instability than those of more developed countries.
Such investments tend to fluctuate in price more widely and to be less liquid than other foreign investments.
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Large
Shareholder and Large-Scale Redemption Risk: Certain shareholders, including an AP, a third-party investor,
the Portfolio’s advisor, a market maker, or another entity, may from time to time own or manage a substantial amount of Portfolio
shares, or may invest in the Portfolio and hold their investment for a limited period of time. There can be no assurance that any large
shareholder or large group of shareholders would not redeem their investment.
Redemptions
of a large number of Portfolio shares could require the Portfolio to dispose of assets to meet the redemption requests, which can accelerate
the realization of taxable income and/or capital gains and cause the Portfolio to make taxable distributions to its shareholders earlier
than the Portfolio otherwise would have. In addition, under certain circumstances, non-redeeming shareholders may be treated as receiving
a disproportionately large taxable distribution during or with respect to such year. In some circumstances, the Portfolio may hold a relatively
large proportion of its assets in cash in anticipation of large redemptions, diluting its investment returns. To the extent the Portfolio
permits redemptions in cash, these large redemptions may also force the Portfolio to sell portfolio securities when it might not otherwise
do so, which may negatively impact the Portfolio’s NAV, increase the Portfolio’s brokerage costs and/or have a material effect
on the market price of the Portfolio shares.
Exchange-Traded
Funds: The Portfolio intends to
invest in ETFs that seek to track the performance of foreign securities indices. Shares of ETFs have many of the same risks as direct
investments in the underlying securities they are designed to track, although the lack of liquidity may make ETFs more volatile. ETFs
have investment management fees and other expenses which will be indirectly paid by the Portfolio. The existence of extreme market volatility
or potential lack of an active trading market for an ETF’s shares could result in such shares trading at a significant premium or
discount to net asset value.
Performance
Information
The
Portfolio has not commenced operations as of the date of this prospectus. The returns presented for the Portfolio reflect the performance
of the Predecessor Fund. It is anticipated that on or about the Closing Date, the Portfolio will acquire the assets and assume the liabilities
of the Predecessor Fund in a tax-free reorganization for U.S. federal income tax purposes (the “Predecessor Fund Reorganization”).
As a result of the Predecessor Fund Reorganization, the Portfolio will adopt the performance and financial history of the Predecessor
Fund.
The
chart and table below show how the performance of the Predecessor Fund’s [•] shares has
varied from year to year. The table shows how the average annual total returns for one year, five years and ten years for the Predecessor
Fund’s [•] shares compares to those of selected market indices. The Predecessor Fund’s [•] shares past performance,
before and after taxes, does not necessarily indicate how the Portfolio will perform in the future. Updated performance information is
available by visiting www.glenmedeim.com or by calling 1-800-442-8299
[Bar
chart to be added by amendment.]
During
the periods shown in the bar chart, the highest quarterly return for the Predecessor Fund’s [•] shares was [•]%
(for the quarter ended [•]) and the lowest quarterly return for the Predecessor Fund’s [•] shares was
[•]% (for the quarter ended [•]).
After-tax
returns for the Predecessor Fund’s [•] shares are calculated using the historical highest individual Federal marginal income
tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation
and may differ from those shown. After-tax returns are not relevant to investors who hold their Portfolio shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts (“IRAs”).
Average
Annual Total Returns (for the periods ended December 31, 2025)
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5
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10
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Return
After Taxes on Distributions |
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Return
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MSCI
ACWI Index (reflects no deduction for fees, expenses or taxes) |
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In
certain cases, the Return After Taxes on Distribution and Sale of Fund Shares for a period may be higher than other return figures for
the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that
increases the return. |
Investment
Advisor and Sub-Advisor
Glenmede
Investment Management LP serves as investment advisor to the Portfolio.
[The
Advisor has retained Tidal Investments LLC (the “Sub-Advisor”), which is responsible for trading portfolio securities for
the Portfolio, including creation and/or redemption basket processing and selecting broker-dealers to execute purchase and sale transactions
in connection with any rebalancing of the Portfolio. The Sub-Advisor does not select securities for the Portfolio.]
Portfolio
Managers
Sean
Heron, CFA, Portfolio Manager of the Advisor, has managed the Portfolio since its inception in [•], 2026.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless your investment
is made through an IRA or other tax-advantaged account. Distributions on investments made through tax deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Purchase
and Sale of Portfolio Shares
Portfolio
shares are listed on a national securities exchange, [•], and investors can only buy and sell shares through brokers or dealers
at market prices, rather than NAV. Because shares trade at market prices rather than NAV, shares may trade at a price greater than NAV
(premium) or less than NAV (discount). An investor may incur costs attributable to the difference between the highest price a buyer is
willing to pay to purchase shares (bid) and the lowest price a seller is willing to accept for shares (ask) when buying or selling shares
in the secondary market (the “bid-ask spread”). As the Portfolio has not commenced operations as of the date of this prospectus,
median bid-ask spread for the Portfolio cannot be provided. Once available, information on the Portfolio’s NAV, market price, premiums
and discounts, and bid-ask spreads will be provided at [www. [•].
The
Portfolio issues and redeems shares at NAV only in large blocks known as “Creation Units,” which only APs (typically, broker-dealers)
may purchase or redeem. Creation Units generally consist of [•] shares, though this may change from time to time. The Portfolio
generally issues and redeems Creation Units in exchange for a portfolio of securities closely approximating the holdings of the Portfolio
(the “Deposit Securities”) and/or a designated amount of U.S. cash.
Financial
Intermediary Compensation
If
you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank), the Portfolio and its related
companies may pay the intermediary for the sale of Portfolio shares and related services. These payments may create a conflict of interest
by influencing the broker-dealer or other intermediary and your salesperson to recommend the Portfolio over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.
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ADDITIONAL
INFORMATION ABOUT INVESTMENTS
Objective,
Principal Strategies and Risks
To
help you decide which Portfolio is appropriate for you, this section looks more closely at each of the Portfolios’ investment objectives,
policies and risks. You should carefully consider your own investment goals, time horizon and risk tolerance before investing in a Portfolio.
Each
Portfolio’s investment objectives and strategies may be changed by the Board without shareholder approval.
Each
Portfolio may, from time to time, take temporary defensive positions that are inconsistent with its principal investment strategies in
response to adverse market, economic, political, or other conditions. Such investments may include, for example, cash, various short-term
instruments, such as money market securities (including commercial paper, certificates of deposit, banker’s acceptances and time
deposits), U.S. Government securities and repurchase agreements. U.S. Government securities include a variety of securities issued by
the U.S. Treasury or by U.S. Government-related entities. While certain U.S. Government-related entities (such as the Federal National
Mortgage Association or Federal Home Loan Mortgage Corporation) may be chartered or sponsored by Acts of Congress, their securities are
neither issued nor guaranteed by the U.S. Treasury. To the extent that a Portfolio employs a temporary defensive investment strategy,
it may not achieve its investment objective. A defensive position, taken at the wrong time, would have an adverse impact on that Portfolio’s
performance.
Knollbrook
Disciplined International Equity ETF (“Disciplined International Equity ETF”)
The
Advisor attempts to achieve the Portfolio’s objective to provide maximum long-term total return consistent with reasonable risk
to principal by investing, under normal market circumstances, at least 80% of the value of its net assets (including borrowings for investment
purposes) in equity securities of foreign companies, directly and/or through ADRs, which are depositary receipts issued in registered
form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Under normal market circumstances,
the Portfolio will invest directly and/or through ADRs, in companies based in at least three countries other than the United States.
Knollbrook
Global Secured Options ETF (“Global Secured Options ETF”)
The
Advisor attempts to achieve the Portfolio’s objective of long-term capital appreciation and option premiums consistent with reasonable
risk to principal by using option writing strategies in an effort to obtain option premiums and reduce risk. Under normal market circumstances,
at least 80% of the value of the Portfolio’s net assets (including borrowings for investment purposes) will be subject to secured
option strategies, which are written covered call and/or secured put options. This is a non-fundamental policy that can be changed by
the Portfolio upon 60 days’ prior notice to shareholders. Under normal market circumstances, the Portfolio will write covered call
and/or secured put options on U.S. or foreign stock index ETFs, U.S. or foreign stock indices and/or individual U.S. or foreign stocks
in at least three different countries, other than the United States, and will invest at least 40% of its net assets outside of the U.S.
To the extent that the Portfolio’s assets are only subject to covered calls on a U.S. or foreign stock index, the Portfolio may
hold U.S. or foreign stock index ETFs instead of individual U.S. or foreign stocks that replicate the movement of the U.S. or foreign
index, in addition to the other permitted coverage methods.
Principal
Investment Risks
Authorized
Participants Risk (All Portfolios)
Only
an AP that has entered into an agreement with a Portfolio’s distributor, [•] (the “Distributor”) may engage in
creation or redemption transactions directly with the Portfolios, and none of those APs are obligated to engage in creation and/or redemption
transactions. The Portfolios have entered into AP agreements with only a limited number of institutions. Should these APs cease to act
as such or for any reason be unable to create or redeem shares and new APs not appointed in their place, shares may trade at a discount
to that Portfolio’s NAV and possibly face trading halts or delisting.
Cash
Transactions Risk (Global Secured Options ETF)
Unlike
certain ETFs, the Portfolio may effect its creations and redemptions in cash or partially in cash. As a result, an investment in the Portfolio
may be less tax-efficient than an investment in such ETFs. Other ETFs generally are able to make in-kind redemptions and avoid realizing
gains in connection with transactions designed to raise cash to meet
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redemption
requests. If the Portfolio effects a portion of redemptions for cash, it may be required to sell portfolio securities in order to obtain
the cash needed to distribute redemption proceeds, which also involves transaction costs. If the Portfolio recognizes gain on these sales,
this generally will cause the Portfolio to recognize gain it might not otherwise have recognized if it were to distribute portfolio securities
in-kind, or to recognize such gain sooner than would otherwise be required. The Portfolio generally intends to distribute these gains
to shareholders to avoid being taxed on this gain at the Portfolio level and otherwise comply with the special tax rules that apply to
it. This strategy may cause shareholders to be subject to tax on gains they would not otherwise be subject to, or at an earlier date than,
if they had made an investment in a different ETF.
Issuer
Risk (All Portfolios)
The
value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced
demand for the issuer’s goods or services, as well as the historical and prospective earnings of the issuer and the value of its
assets. A change in the financial condition of a single issuer may affect securities markets as a whole.
Shares
May Trade at Prices Other than NAV (All Portfolios)
As
with all ETFs, shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of
the shares will approximate each Portfolio’s NAV when purchased and sold in the secondary market, there may be times when the market
price of the shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount). This risk is heightened in times
of market volatility or periods of steep market declines. The market price of each Portfolio’s shares on an exchange during the
trading day, like the price of any exchange-traded security, includes a “bid/ask” spread charged by the exchange specialist,
market makers or other participants that trade the Portfolios’ shares. In times of severe market disruption, the bid/ask spread
can increase significantly. At those times, shares are most likely to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. The Advisor believes
that, under normal market conditions, large market price discounts or premiums to NAV will not be sustained because of arbitrage opportunities.
Where
all or a portion of underlying ETF securities trade in a market that is closed when the market in which the ETF’s shares are listed
and trading is open, there may be changes between the last quote from the closed foreign market and the value of such security during
the ETF’s domestic trading day. This in turn could lead to differences between the market price of the ETF shares and the underlying
value of those shares.
An
ETF has a limited number of intermediaries that act as APs, and none of these APs are or will be obligated to engage in creation or redemption
transactions. To the extent that these intermediaries exit the business or are unable to or choose not to proceed with creation and/or
redemption orders with respect to each Portfolio and no other AP is able and willing to create or redeem, shares may trade at a discount
to NAV and possibly face trading halts and/or delisting. Additionally, while Portfolio shares are listed for trading on an exchange, there
can be no assurance that active trading markets for Portfolio shares will be maintained by market makers or APs.
Decisions
by market makers or APs to reduce their role or “step away” from these activities in times of market stress may inhibit the
effectiveness of the creation/redemption process in maintaining the relationship between the underlying value of each Portfolio’s
holdings and each Portfolio’s NAV. Such reduced effectiveness could result in each Portfolio’s shares trading at a discount
to its NAV and also in greater than normal intraday bid/ask spreads for the Portfolios’ shares.
Trading
Risk (All Portfolios)
Although
shares are listed for trading on [•] (the “Listing Exchange”) and may be listed or traded on U.S. and non-U.S. stock
exchanges other than the Listing Exchange, there can be no assurance that an active trading market for such shares will develop or be
maintained. Trading in shares may be halted due to market conditions or for reasons that, in the view of the Listing Exchange, make trading
in shares inadvisable. In addition, trading in shares on the Listing Exchange is subject to trading halts caused by extraordinary market
volatility pursuant to Listing Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Listing
Exchange necessary to maintain the listing of each Portfolio will continue to be met or will remain unchanged or that Shares will trade
with any volume, or at all, on any stock exchange.
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Secondary
Market Trading Risk (All Portfolios)
Shares
of the Portfolios trade on the Listing Exchange and face numerous trading risks, including the potential lack of an active market for
shares, losses from trading in secondary markets, periods of high volatility and disruptions in the creation/redemption process. Any of
these factors, among others, may lead to the shares trading at a premium or discount to NAV.
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Absence of Active Market:
although the shares are currently listed for trading on the Listing Exchange, there can be no assurance that an active trading market
for such shares will develop or be maintained by market makers or APs. APs are not obligated to execute purchase or redemption orders
for Creation Units. In periods of market volatility, market makers and/or APs may be less willing to transact in shares. The absence of
an active market for a Portfolio’s shares may contribute to a Portfolio’s shares trading at a premium or discount to NAV.
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A
Portfolio’s shares may be listed or traded on exchanges or markets other than the Listing Exchange (where the Portfolio’s
primary listing is maintained), and may otherwise be made available to non-U.S. investors through funds or structured investment vehicles
similar to depositary receipts. There can be no assurance that a Portfolio’s shares will continue to trade on any such stock exchange
or in any market or that a Portfolio’s shares will continue to meet the requirements for listing or trading on any exchange or in
any market, including the Listing Exchange. A Portfolio’s shares may be less actively traded in certain markets than in others,
and investors are subject to the execution and settlement risks and market standards of the market where they or their broker-dealer direct
their trades for execution.
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Early Close/Trading Halt/Delisting
Risk: trading in Portfolio shares may be halted due to market conditions or for other reasons that, in the view of the Exchange, make
trading in shares of a Portfolio inadvisable. Additionally, an exchange or market may close or issue trading halts on specific securities,
or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in a Portfolio being unable
to buy or sell certain securities or financial instruments. In such circumstances, the Portfolio may be unable to rebalance its portfolio,
may be unable to accurately price its investments and/or may incur substantial trading losses. Each Portfolio must satisfy various standards
established by the Exchange in order to ensure that Portfolio shares can continue to be listed for trading. There can be no assurance
that the requirements of the [Exchange] necessary to maintain the listing of the Portfolio will continue to be met. |
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Trading in Portfolio
Shares is Subject to Expenses: most Porfolio investors will buy and sell Portfolio shares on the [Exchange] or on another secondary market.
When buying or selling shares of a Portfolio, investors typically will pay brokerage commissions or other charges imposed by brokers as
determined by that broker. In addition, secondary market investors will also incur the cost of the difference between the price that a
buyer is willing to pay for shares (the “bid” price) and the price at which a seller is willing to sell shares (the “ask”
price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The spread
varies over time for shares of the Portfolio based on trading volume and market liquidity, and is generally narrower if the Portfolio
has more trading volume and market liquidity and is wider if the Portfolio has less trading volume and market liquidity. In addition,
increased market volatility may cause increased spreads. There may also be regulatory and other charges that are incurred as a result
of trading Portfolio shares. |
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Portfolio Shares may
be Sold Short: shares of a Portfolio, similar to shares of other issuers listed on a stock exchange, may be sold short and are therefore
subject to the risk of increased volatility and price decreases associated with short selling activity. |
Market
Risk (All Portfolios)
Stocks
may decline over short or even extended periods of time. Equity markets tend to be cyclical, there are times when stock prices generally
increase, and other times when they generally decrease. In addition, each Portfolio is subject to the additional risk that the particular
types of stocks held by each Portfolio may underperform other types of securities. Market risks, including political, regulatory, market,
economic and social developments, and developments that impact specific sectors, industries or segments of the market, can affect the
value of the Portfolios’ investments. Natural disasters, climate change, public health emergencies (including pandemics and epidemics),
war, military conflict, terrorism, tariffs, cybersecurity incidents and other unforeseeable global events may lead to instability in world
economies and markets, may lead to market volatility and may have adverse long-term effects. Periods of unusually high financial market
volatility and
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restrictive
credit conditions, at times limited to a particular sector or geographic area, have occurred in the past and may be expected to recur
in the future. Some countries, including the United States, have adopted or have signaled protectionist trade measures, relaxation of
the financial industry regulations that followed the financial crisis, and/or reductions to corporate taxes. The scope of these policy
changes is still developing, but the equity and debt markets may react strongly to expectations of change, which could increase volatility,
particularly if a resulting policy runs counter to the market’s expectations. The Portfolios cannot predict the effects of such
unforeseeable events in the future on the economy, the markets or the Portfolios’ investments.
Deteriorating
market conditions can cause a general weakness in the market that reduces the prices of securities in the market. To the extent that each
Portfolio emphasizes issuers from any given industry or sector, it could be hurt if that industry or sector does not do well. Additionally,
each Portfolio could lose value if the individual stocks in which it holds positions and/or the overall stock markets on which the stocks
trade decline in price. Stocks and stock markets may experience short-term volatility (fluctuations in price) as well as extended periods
of price decline or increase. Individual stocks are impacted by many factors, including corporate earnings, production, management, sales,
and market trends, including investor demand for a particular type of stock, such as growth or value stocks, small or large capitalization
stocks, or stocks within a particular industry.
Certain
areas of the world may be exposed to adverse weather conditions, such as major natural disasters and other extreme weather events, including
hurricanes, earthquakes, typhoons, floods, tidal waves, tsunamis, volcanic eruptions, wildfires, droughts, windstorms, coastal storm surges,
heat waves, and rising sea levels, among others. Some countries and regions may not have the infrastructure or resources to respond to
natural disasters, making them more economically sensitive to environmental events. Such disasters, and the resulting damage, could have
a severe and negative impact on each Portfolio’s investments and, in the longer term, could impair the ability of issuers in which
each Portfolio invests to conduct their businesses in the manner normally conducted. Adverse weather conditions also may have a particularly
significant negative effect on issuers in the agricultural sector and on insurance companies that insure against the impact of natural
disasters. Climate change, which is the result of a change in global or regional climate patterns, may increase the frequency and intensity
of such adverse weather conditions, resulting in increased economic impact, and may pose long-term risks to the Portfolios’ investments.
The future impact of climate change is difficult to predict but may include changes in demand for certain goods and services, supply chain
disruption, changes in production costs, increased legislation, regulation, international accords and compliance-related costs, changes
in property and security values, availability of natural resources and displacement of peoples. Legal, technological, political and scientific
developments regarding climate change may create new opportunities or risks for issuers in which each Portfolio invests. These developments
may create demand for new products or services, including, but not limited to, increased demand for goods that result in lower emissions,
increased demand for generation and transmission of energy from alternative energy sources and increased competition to develop innovative
new products and technologies. These developments may also decrease demand for existing products or services, including, but not limited
to, decreased demand for goods that produce significant greenhouse gas emissions and decreased demand for services related to carbon based
energy sources, such as drilling services or equipment maintenance services.
Advancements
in technology may also adversely impact markets and the overall performance of each Portfolio. For instance, the economy may be significantly
impacted by the advanced development and increased regulation of artificial intelligence. As the use of technology grows, liquidity and
market movements may be affected. As artificial intelligence is used more widely, the profitability and growth of each Portfolio’s
holdings may be impacted, which could significantly impact the overall performance of each Portfolio. The legal and regulatory frameworks
within which artificial intelligence technologies operate continue to rapidly evolve, and it is not possible to predict the full extent
of current or future risks related thereto.
Frequent
Trading Risk (All Portfolios)
Each
Portfolio may engage in active and frequent trading of portfolio securities to achieve its investment objective. A high rate of portfolio
turnover may result in greater transaction costs, which may reduce the Portfolios’ performance. The sale of securities from the
Portfolios may also result in greater realization and/or distribution to shareholders of gains or losses as compared to a fund with less
active trading, which may include short-term gains taxable at ordinary income rates.
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Investment
Style Risk (Disciplined International Equity ETF)
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Value
Style : The Portfolio invests in stocks that the Advisor believes are reasonably priced, although there is no guarantee that the
prices of these stocks will not move lower after purchase by the Portfolio. If the Advisor’s assessment of a company’s quality
or intrinsic value, earnings potential, or market conditions is inaccurate, the Portfolio could suffer losses or produce poor performance
relative to other funds. In addition, the stocks of quality companies can continue to be undervalued by the market for long periods of
time. The value investment style can also shift into and out of favor with investors, depending on market and economic conditions. As
a result, the Portfolio may at times outperform or underperform other funds that invest more broadly or employ a different investment
style. |
Foreign
Securities (All Portfolios)
The
Disciplined International Equity ETF may invest in equity securities of foreign companies directly and/or through ADRs. The Global Secured
Options ETF may invest in ADRs.
ADRs
involve risks similar to those accompanying direct investment in foreign securities. The Global Secured Options ETF may purchase securities
in any foreign country, developed or underdeveloped. There are substantial risks involved in investing in foreign securities. These risks
include differences in accounting, auditing and financial reporting standards, generally higher commission rates on foreign transactions,
the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability,
and potential restrictions on the flow of international capital. The dividends payable on each Portfolio’s foreign portfolio securities
may be subject to foreign withholding taxes, thus reducing the income available for distribution to the Portfolios’ shareholders.
Foreign securities often trade with less frequency and volume than domestic securities and, therefore, may exhibit greater price volatility.
Changes in foreign exchange rates will affect the value of those securities in each Portfolio which are denominated or quoted in currencies
other than the U.S. dollar. In many countries there is less publicly available information about issuers than is available in reports
about companies in the United States.
Brokerage
commissions, custodial services, and other costs relating to investment in foreign securities markets are generally more expensive than
in the United States. Foreign securities markets have different clearance and settlement procedures, and in certain markets there have
been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such
transactions. Delays in settlement could prevent each Portfolio from investing the proceeds of the sale. Inability to dispose of portfolio
securities due to settlement problems could expose a Portfolio to losses due either to subsequent declines in the value of the portfolio
security or, if the security has been sold, to claims by the purchaser.
Investing
in foreign securities includes the risk of possible losses through the holding of securities in domestic and foreign custodian banks and
depositories. Additionally, many countries are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens
or its markets decline. In addition, the risks of loss and volatility have increased over the past few years and may continue because
of high levels of debt and other economic distress in various countries.
International
war or conflicts (including armed conflict in Europe and the Middle East) and geopolitical events in foreign countries, along with instability
in regions such as Asia, Eastern Europe and the Middle East, possible terrorist attacks in the United States or around the world, and
other similar events could adversely affect the U.S. and foreign financial markets. As a result, whether the Portfolios invest in securities
located in or with significant exposure to the countries directly affected, the value and liquidity of the Portfolios’ investments
may be negatively impacted. Further, due to closures of certain markets and restrictions on trading certain securities, the value of certain
securities held by the Portfolios could be significantly impacted.
Emerging
Market Investments (Global Secured Options ETF)
The
Global Secured Options ETF may also purchase securities in developing or emerging markets. The risks of investing in foreign securities
are often heightened for investments by the Portfolio in developing or emerging markets. Developing countries may also impose restrictions
on the Portfolio’s ability to repatriate investment income or capital. Even without such restrictions, the mechanics of repatriation
may affect certain aspects of the operations of the Portfolio. Some of the currencies in emerging markets have been devalued relative
to the U.S. dollar. In many cases these devaluations have been significant. Certain developing countries impose constraints on currency
exchange.
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Governments
of some developing countries are often less stable and more likely to take extra-legal action with respect to companies, industries, assets,
or foreign ownership than those in more developed markets, and may exercise substantial influence over many aspects of the private sector.
In some countries, the government owns or controls many companies, including the largest in the country. Government intervention, nationalization,
or expropriation can occur with little warning, increasing the risk of loss. As such, government actions in the future could have a significant
effect on economic conditions in developing countries in these regions, which in turn could affect the value of the Portfolio’s
investments. Emerging market countries typically have less established legal, accounting and financial reporting systems than those in
more developed markets, which may reduce the scope or quality of financial information available to investors. Disclosure, transparency,
and shareholder protections may be limited, increasing operational and legal risks. Moreover, it can be more difficult for investors to
bring litigation or enforce judgments against issuers in emerging markets or for U.S. regulators to bring enforcement actions against
such issuers. The Portfolio may invest in foreign securities markets which are smaller, less liquid, and subject to greater price volatility
than those in the United States. Market closures, capital controls, or currency restrictions may also impede the ability to buy, sell,
or value securities in these markets, especially during periods of political or economic stress.
Investments
in Other Investment Companies (Global Secured Options ETF)
To
the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the Global Secured Options ETF may
invest in shares of other registered investment companies, including ETFs. If the Portfolio invests in shares of another registered investment
company, shareholders would bear not only their proportionate share of the Portfolio’s expenses, but also management fees and other
expenses paid by the other fund. Any investment in an ETF generally presents the same primary risks as an investment in a conventional
open-end fund that has the same investment objectives, strategies and policies. Additionally, the risks of owning an ETF generally reflect
the risks of owning the underlying securities that the ETF invests in or is designed to track, although the lack of liquidity of an ETF
could result in it being more volatile. In addition, ETFs and closed-end funds do not necessarily trade at the NAV of their underlying
securities, which means that these funds could potentially trade above or below the value of their underlying portfolios and may result
in a loss. Finally, because ETFs and closed-end funds trade like stocks on exchanges, they are subject to trading and commission costs.
The
U.S. Securities and Exchange Commission (“SEC”) has adopted revisions to the rules permitting funds to invest in other investment
companies to streamline and enhance the regulatory framework applicable to fund of funds arrangements. While the rule permits more types
of fund of fund arrangements without reliance on an exemptive order or no-action letters, it imposes new conditions, including limits
on control and voting of acquired funds’ shares, evaluations and findings by investment advisers, fund investment agreements, and
limits on most three-tier fund structures. Rule 12d1-4 of the 1940 Act went into effect on January 19, 2021. The rescission
of the applicable exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022.
Options (Global
Secured Options ETF)
The
Global Secured Options ETF may write and buy call and put options. The writing of options is intended to earn cash through the receipt
of option premiums. As the seller of the call option, the Portfolio receives cash (the “premium”) from the purchaser. Depending
on the type of call option, the purchaser of a call option has the right to any appreciation in the value over a fixed price (the “exercise
price”) of a security or index either on certain date in the future (the “expiration date”) or at any time prior to
the expiration date. If the purchaser does not exercise the option, the Portfolio retains the premium. If the purchaser exercises the
option, the Portfolio pays the purchaser the difference between the value of the security or the index and the exercise price of the option
or, in the case of options on securities, closes the option by delivering the underlying security versus the payment of the exercise price.
The premium, the exercise price and the value of the security or index determine the gain or loss realized by the Portfolio. The Portfolio
can also repurchase the call option prior to the expiration date, ending its obligation, and the cost of entering into closing purchase
transactions will determine the gain or loss realized by the Portfolio. Each Portfolio may also buy call options. The value of a call
option generally increases as the price of the underlying stock or index increases and decreases as the price of the underlying stock
or index decreases.
The
Global Secured Options ETF will also write cash-secured put options in an attempt to complement the covered call strategy. A put option
gives the holder of the option, in return for a premium, the right to sell to the writer of the option the security underlying the option
at a specified price at any time during the term of the option. To the extent the Portfolio
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sells
cash-secured put options it will be required to hold a significant portion of its assets in cash or cash equivalents, such as U.S. Treasury
securities and repurchase agreements, to cover the put option. The Portfolio may also buy put options. The value of a put option generally
increases as the price of the underlying stock decreases and decreases as the price of the underlying stock increases.
Writing
covered call options may provide a steady cash flow, although it may also reduce the Portfolio’s ability to profit from increases
in the value of its equity portfolio. If the Portfolio were unable to close out a covered call option that it had written on a security,
it would not be able to sell the underlying security unless the option expired unexercised. Writing cash-secured put options may also
provide a steady cash flow, although it may also require the Portfolio to realize a loss if the put option is exercised. The Portfolio
may also buy put options, which may protect the Portfolio from a significant market decline that may occur over a short period of time.
The Portfolio may also buy call options, which may result in the purchase of equities below their market value. As the purchaser of either
a call or put option, if the option expires unexercised, the Portfolio will lose the premium it paid to purchase the option. There can
be no assurance that a liquid market will exist when the Portfolio seeks to enter or close out an open option position. The value of options
may be adversely affected if the market for the options becomes less liquid or smaller.
FLEX
Options Risk (Global Secured Options ETF)
Trading
FLEX Options involves risks different from, or possibly greater than, the risks associated with investing directly in securities. The
Global Secured Options ETF may experience losses from specific FLEX Option positions and certain FLEX Option positions may expire worthless.
The FLEX Options are listed and trade on an exchange; however, no one can guarantee that a liquid secondary trading market will exist
for the FLEX Options. In the event that trading in the FLEX Options is limited or absent, the value of the Global Secured Options ETF’s
FLEX Options may decrease. In a less liquid market for the FLEX Options, liquidating the FLEX Options may require the payment of a premium
(for written FLEX Options) or acceptance of a discounted price (for purchased FLEX Options) and may take longer to complete. A less liquid
trading market may adversely impact the value of the FLEX Options and Global Secured Options ETF shares and result in the Global Secured
Options ETF being unable to achieve its investment objective. Less liquidity in the trading of the Global Secured Options ETF’s
FLEX Options could have an impact on the prices paid or received by the Fund for the FLEX Options in connection with creations and redemptions
of the Global Secured Options ETF’s shares. Depending on the nature of this impact to pricing, the Global Secured Options ETF may
be forced to pay more for redemptions (or receive less for creations) than the price at which it currently values the FLEX Options. Such
overpayment or under collection could reduce the Global Secured Options ETF’s ability to achieve its investment objective. Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number of options may more significantly impact the price. A
less liquid trading market may adversely impact the value of the FLEX Options and the value of your investment. The trading in FLEX Options
may be less deep and liquid than the market for certain other exchange-traded options, non-customized options or other securities.
Non-Principal
Risks
Repurchase
Agreements
Each
Portfolio may enter into collateralized repurchase agreements with qualified brokers, dealers, banks and other financial institutions
deemed creditworthy by the Advisor. Such agreements can be entered into for periods of one day or for a fixed term.
In
a repurchase agreement, a Portfolio purchases a security and simultaneously commits to resell that security at a future date to the seller
(a qualified bank or securities dealer) at an agreed upon price plus an agreed upon market rate of interest (itself unrelated to the coupon
rate or date of maturity of the purchased security). The seller under a repurchase agreement will be required to maintain the value of
the securities which are subject to the agreement and held by a Portfolio at not less than the agreed upon repurchase price. If the seller
defaults on its repurchase obligation, the Portfolio holding such obligation suffers a loss to the extent that the proceeds from a sale
of the underlying securities (including accrued interest) is less than the repurchase price (including accrued interest) under the agreement.
In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities by the Portfolio
might be delayed pending court action.
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Portfolio
Turnover
The
Global Secured Options ETF and Disciplined International Equity ETF may engage in active and frequent trading of portfolio securities.
High portfolio turnover may involve correspondingly greater expenses to a Portfolio, including brokerage commissions or dealer mark-ups
and other transaction costs on the sale of securities and reinvestments in other securities. Higher portfolio turnover may also increase
share price volatility and result in realization of taxable capital gains to shareholders with taxable accounts, including short-term
capital gains, and may adversely impact a Portfolio’s after-tax returns. Trading costs and tax effects associated with portfolio
turnover may adversely affect a Portfolio’s performance.
Selection
of Investments
The
Advisor evaluates the rewards and risks presented by all securities purchased by each Portfolio and how they may advance the Portfolio’s
investment objective. It is possible that these evaluations will prove to be inaccurate.
Other
Types of Investments and Risks
In
addition to each Portfolio’s principal investment strategies and risks, and the particular types of securities which each Portfolio
may select for investment described above, each Portfolio may make other types of investments and pursue other investment strategies in
support of its overall investment goal. Information about some of these investments and strategies and other risks is provided below.
More information about these and other supplemental investment strategies and the risks involved are described in the Statement of Additional
Information (“SAI”).
Emerging
Markets: The Disciplined International Equity ETF may also purchase securities in developing or emerging
markets. The risks of emerging market investments are described above under “Emerging Markets Investments.”
Investments
in Other Investment Companies: Each Portfolio may also invest in shares of other investment companies,
including ETFs. The risks of registered investment company investments are described above under “Investments in Other
Investment Companies.”
Other
Derivatives: The Global Secured Options ETF may use other types of derivatives such as swaps, security-based
swaps, futures and options on futures to manage risks inherent in its portfolio and to increase its return. A derivative is a financial
contract whose value depends on, or is derived from, the value of an underlying asset such as a security or an index. The use of derivative
instruments by the Portfolio may involve risks different from, or possibly greater than, the risks associated with investing directly
in securities and other traditional investments. Some of the risks of investing in derivatives include (i) the risk that the other party
to the derivative contract may fail to fulfill its obligations; (ii) the risk that the use of derivatives may reduce liquidity and make
the Portfolio harder to value, especially in declining markets; (iii) the risk that changes in the value of the derivative may not correlate
perfectly with the underlying asset, rate or index; and (iv) the risk that the Portfolio may suffer disproportionately heavy losses
relative to the amount invested if the Advisor is incorrect in its expectation of fluctuations in securities prices, interest rates or
credit events. The Portfolio may invest in derivative instruments to increase total return and for hedging purposes. Investing to increase
total return is considered a speculative practice and presents even greater risk of loss.
Rule 18f-4
under the 1940 Act permits the Portfolio to enter into derivatives transactions (as defined below) and certain other transactions notwithstanding
the restrictions on the issuance of senior securities contained in Section 18 of the 1940 Act, provided that the Portfolio complies with
the conditions of Rule 18f-4. Section 18 of the 1940 Act, among other things, prohibits open-end funds, including the Portfolio,
from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement to maintain 300%
“asset coverage”).
Rule 18f-4
under the 1940 Act provides for the regulation of the use of derivatives and certain related instruments by registered investment companies.
Under
Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract
for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar
instrument, under which the Portfolio is or may be required to make any payment or delivery of cash or other assets during the life of
the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing;
(3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse tender option bonds, and borrowed
bonds), if the Portfolio elects to treat these transactions as Derivatives Transactions under Rule 18f-4; and (4) when-issued or
forward-settling securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar
rolls) and non-standard settlement cycle
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securities,
unless the Portfolio intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the
“Delayed-Settlement Securities Provision”).
Rule 18f-4
prescribes specific value-at-risk leverage limits for certain derivatives users. In addition, Rule 18f-4 requires certain derivatives
users, such as the Portfolio, to adopt and implement a derivatives risk management program (including the appointment of a derivatives
risk manager and the implementation of certain testing requirements) and prescribes reporting requirements with respect to derivatives.
Subject
to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject
to the full requirements of Rule 18f-4. With respect to reverse repurchase agreements or other similar financing transactions in
particular, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements
of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all reverse repurchase agreements
or similar financing with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant
asset coverage ratio, or (ii) treats all reverse repurchase agreements or similar financing transactions as derivatives transactions for
all purposes under Rule 18f-4. Rule 18f-4 could restrict the Portfolio’s ability to engage in certain derivatives transactions
and/or increase the costs of such derivatives transactions, which could adversely affect the value or performance of the Portfolio.
Real
Estate Investment Trusts: Each Portfolio may invest in real estate investment trusts (“REITs”).
REITs are pooled investment vehicles which invest primarily in real estate or real estate related loans. REITs are generally classified
as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly
in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties
that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the
collection of interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs. A Portfolio will indirectly
bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses paid by the Portfolio.
Investing
in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such
REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not
diversified (except to the extent Internal Revenue Code of 1986, as amended (the “Code”) requires), and are subject to the
risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the possibilities
of failing to qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the
1940 Act. REITs (especially mortgage REITs) are also subject to interest rate risks.
Investing
in REITs also involves risks similar to those associated with investing in small capitalization companies. That is, they may have limited
financial resources, may trade less frequently and in a limited volume and may be subject to abrupt or erratic price movements in comparison
to larger capitalization companies.
Securities
Lending: In order to generate additional income, the Disciplined Equity International ETF may lend its
securities to qualified brokers, dealers, banks and other financial institutions. Such loans are required at all times to be continuously
secured by collateral consisting of cash, securities of the U.S. Government or its agencies or letters of credit equal to at least the
market value of the loaned securities. The cash collateral received may be invested in short-term investments in accordance with terms
approved by the Board. The value of the securities loaned may not exceed one-third of the value of the total assets of a Portfolio (including
the loan collateral). The Portfolio could experience a delay in recovering its securities or a possible loss of income or value if the
borrower fails to return the securities when due.
Cybersecurity
Risk: The Portfolios and their service providers may be prone to operational and information security
risks resulting from breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may
cause a Portfolio to lose proprietary information, suffer data corruption, or lose operational capacity. Breaches in cybersecurity include,
among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized
release of confidential information or various other forms of cyber-attacks. Cyber security breaches affecting the Portfolios or the Advisor,
applicable Sub-Advisor, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Portfolios.
For instance, cybersecurity breaches may interfere with the processing of shareholder transactions, impact a Portfolio’s ability
to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject
a Portfolio to regulatory fines or financial losses and/or cause reputational damage. A Portfolio may also incur additional costs for
cybersecurity risk
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management
purposes. Similar types of cybersecurity risks are also present for issuers of securities in which a Portfolio may invest, which could
result in material adverse consequences for such issuers and may cause a Portfolio’s investment in such companies to lose value.
The rapid development and widespread use of artificial intelligence technologies, including machine learning and generative artificial
intelligence, may increase the effectiveness of cyberattacks and exacerbate these risks.
Portfolio
Holdings
A
description of the Portfolio’s policies and procedures with respect to disclosure of the Portfolio’s securities is available
in the Portfolio’s Statement of Additional Information (“SAI”). Once the Portfolio commences operations, the Portfolio
will disclose its portfolio holdings daily at [www. •].
PRICE
OF PORTFOLIO SHARES
The
price of shares issued by each Portfolio is based on its NAV. Each Portfolio’s NAV per share is determined as of the close of regular
trading hours of the New York Stock Exchange (the “NYSE”), currently 4:00 p.m. (Eastern Time), on each day that the NYSE is
open for business. The time at which shares are priced may be changed in case of an emergency or if regular trading on the NYSE is stopped
at a time other than 4:00 p.m. (Eastern Time). In addition, the Board has approved that the Portfolios may determine to price their shares
on weekdays that the NYSE is temporarily closed due to emergency circumstances. The trading prices of each Portfolio’s shares in
the secondary market generally differ from the Portfolio’s daily NAV and are affected by market forces such as supply and demand,
economic conditions and other factors.
Each
Portfolio’s investments generally are valued at market value or, when market quotations are not readily available or when events
occur that make established valuation methods unreliable, at fair value as determined in good faith using methods determined by the Board.
The Board has designated the Advisor to serve as the valuation designee (the “Valuation Designee”) with respect to each Portfolio’s
securities for which valuations are not readily available. The Valuation Designee works with [•], the Portfolios’ custodian,
to regularly test the accuracy of the fair value prices by comparing them with values that are available from other sources. At each regularly
scheduled Board meeting, a report by the Valuation Designee is submitted describing any security that has been fair valued and the basis
for the fair value determination.
Securities
listed on a foreign exchange and unlisted foreign securities are valued at the latest quoted price available when assets are valued. Foreign
securities may trade on days when shares of each Portfolio are not priced; as a result, the value of such securities may change on days
when you will not be able to purchase or redeem the Portfolios’ shares. Foreign currency amounts are translated into U.S. dollars
at the bid prices of such currencies against U.S. dollars last quoted by a major bank.
The
following are examples of situations that may constitute significant events that could render a market quotation for a specific security
“not readily available” and require fair valuation of such security: (i) the security’s trading has been halted or suspended;
(ii) the security has been de-listed from a national exchange; (iii) the security’s primary trading market is temporarily closed
at a time when under normal conditions it would be open; (iv) the security has not been traded for an extended period of time; (v) the
security’s authorized pricing sources are not able or willing to provide a price; (vi) an independent price quote from two or more
broker-dealers is not available; (vii) trading of the security is subject to local government-imposed restrictions; (viii) foreign security
has reached a pre-determined range of trading set by a foreign exchange (“limit up” or “limit down” price), and
no trading has taken place at the limit up price or limit down price; (ix) natural disasters, armed conflicts, and significant government
actions; (x) significant events that relate to a single issuer or to an entire market sector, such as significant fluctuations in domestic
or foreign markets or between the current and previous days’ closing levels of one or more benchmark indices approved by the Board;
(xi) the security’s sales have been infrequent or a “thin” market in the security exists; and/or (xii) with regard to
over-the-counter securities, the validity of quotations from broker-dealers appears questionable or the number of quotations indicates
that there is a “thin” market in the security.
The
frequency with which each Portfolio’s investments are valued using fair value pricing is primarily a function of the types of securities
and other assets in which each Portfolio invests pursuant to its investment objective, strategies and limitations. Investments in registered
mutual funds, if any, are valued based on the NAV of those mutual funds (which may use fair value pricing as discussed in their prospectuses).
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Valuing
each Portfolio’s investments using fair value pricing will result in using prices for those investments that may differ from current
market prices. Accordingly, fair value pricing could result in a difference between the prices used to calculate each Portfolio’s
NAV and the prices used by other investment companies, investors and each Portfolio’s benchmark index to price the same investments.
Transactions
in each Portfolio’s shares will be priced at NAV only if you purchase or redeem shares directly from the Portfolio in Creation Units.
Shares are purchased or sold on a national securities exchange at market prices, which may be higher or lower than NAV. Each Portfolio
discloses its NAV on a daily basis. For more information, or to obtain each Portfolio’s NAV, please call [•] or visit [•].
ADDITIONAL
INFORMATION ON THE PURCHASE AND REDEMPTION OF SHARES
Most
investors will buy and sell shares in secondary market transactions through brokers. Shares of each Portfolio will be listed for trading
on the Listing Exchange and elsewhere during the trading day and can be bought and sold throughout the trading day like other shares of
publicly traded securities. Most investors will bear customary brokerage commissions and charges when buying or selling shares. Shares
trade under the trading symbols listed on the cover of this prospectus.
Prior
to trading in the secondary market, shares of each Portfolio are “created” at NAV by market makers, large investors and institutions
only in block-size “Creation Units” or multiples thereof. Each “creator” is an AP that has entered into an AP
agreement with the Portfolios’ Distributor.
A
creation transaction, which is subject to acceptance by the Distributor and the Portfolios, generally takes place when an AP deposits
into the Portfolios a designated amount of cash securities and/or securities cash in exchange for a specified number of Creation Units
(a “creation basket”). Similarly, shares can be redeemed only in Creation Units, generally for a designated portfolio of securities
held by the Portfolios and/or cash (a “redemption basket”). Creation baskets and redemption baskets may differ, and the Portfolios
reserves the right to accept “custom baskets.”
Except
when aggregated in Creation Units, shares are not redeemable by each Portfolio. Only an AP may create or redeem Creation Units directly
with the Portfolios.
The
prices at which creations and redemptions occur are based on the next calculation of NAV after a creation or redemption order is received
in an acceptable form.
In
the event of a system failure or other interruption, including disruptions at market makers or APs, orders to purchase or redeem Creation
Units either may not be executed according to each Portfolio’s instructions or may not be executed at all, or each Portfolio may
not be able to place or change orders.
To
the extent the Portfolios engage in in-kind transactions, the Portfolios intend to comply with the U.S. federal securities laws in accepting
securities for deposit and satisfying redemptions with redemption securities by, among other means, assuring that any securities accepted
for deposit and any securities used to satisfy redemption requests will be sold in transactions that would be exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”). Further, an AP that is not a “qualified institutional
buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive restricted securities eligible
for resale under Rule 144A.
Creations
and redemptions must be made through a firm that is either a member of the Continuous Net Settlement System of the National Securities
Clearing Corporation or a participant in the Depository Trust Company (“DTC”) and has executed an agreement with the Portfolios’
Distributor with respect to creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation
and redemption of Creation Units (including the cutoff times for receipt of creation and redemption orders) and the applicable transaction
fees is included in each Portfolio’s SAI.
Share
Trading Prices
Transactions
in each Portfolio’s shares will be priced at NAV only if you purchase or redeem shares directly from a Portfolio in Creation Units.
As with other types of securities, the trading prices of shares in the secondary market can be affected by market forces such as supply
and demand, economic conditions and other factors. The price you pay or receive when you buy or sell your shares in the secondary market
may be more or less than the NAV of such shares.
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Frequent
Purchases and Redemptions of Portfolio Shares
The
Portfolios impose no restrictions on the frequency of purchases and redemptions of shares. In determining not to approve a written, established
policy, the Board evaluated the risks of market timing activities by Portfolio shareholders. Purchases and redemptions by APs, who are
the only parties that may purchase or redeem shares directly with each Portfolio, are an essential part of the ETF process and help keep
share trading prices in line with NAV. As such, the Portfolios accommodate frequent purchases and redemptions by APs. However, the Board
has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may
lead to the realization of capital gains. Frequent in-kind creations and redemptions generally do not give rise to these concerns. To
minimize these potential consequences of frequent purchases and redemptions, the Portfolios employ fair value pricing and impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by a Portfolio in effecting trades.
DIVIDENDS
AND DISTRIBUTIONS
The
Portfolios normally distribute substantially all of their net investment income to shareholders in the form of a quarterly dividend.
The
Portfolios normally distribute any realized net capital gains, if any, at least once a year.
Dividends
and other distributions may be declared and paid more frequently to improve index tracking, to comply with the distribution requirements
of Subchapter M of the Code, or to avoid a federal excise tax imposed on regulated investment companies (“RICs”).
Distributions
in cash may be reinvested automatically in additional whole shares only if the broker through whom you purchased shares makes such option
available.
ADDITIONAL
INFORMATION ABOUT TAXES
The
following is a summary of certain United States tax considerations relevant under current law, which may be subject to change in the future.
Except where otherwise indicated, the discussion relates to investors who are individual United States citizens or residents. You should
consult your tax adviser for further information regarding Federal, state, local and/or foreign tax consequences relevant to your specific
situation. Additional information about taxes is contained in the SAI.
Distributions
Each
Portfolio contemplates distributing as dividends each year all or substantially all of its taxable income, including its net capital gain
(the excess of net long-term capital gain over net short-term capital loss), if any. Except as discussed below, you will be subject to
Federal income tax on Portfolio distributions regardless of whether they are paid in cash or reinvested in additional shares. Portfolio
distributions attributable to short-term capital gains and net investment income will generally be taxable to you as ordinary income,
except as discussed below.
Distributions
attributable to the net capital gain of a Portfolio in which you invest will be taxable to you as long-term capital gain, no matter how
long you have owned your Portfolio shares. The maximum long-term capital gain rate applicable to individuals, estates, and trusts is currently
23.8% (which includes a 3.8% Medicare tax). You will be notified annually of the tax status of distributions to you.
Distributions
of “qualifying dividends” will also generally be taxable to you at long-term capital gain rates, as long as certain requirements
are met. In general, if 95% or more of the gross income of a Portfolio (other than net capital gain) consists of dividends received from
domestic corporations or “qualified” foreign corporations (“qualifying dividends”), then all distributions paid
by such Portfolio to individual shareholders will be taxed at long-term capital gain rates. But if less than 95% of the gross income of
a Portfolio (other than net capital gain) consists of qualifying dividends, then distributions paid by such Portfolio to individual shareholders
will be qualifying dividends only to the extent they are derived from qualifying dividends earned by such Portfolio. For the lower rates
to apply, you must have owned your Portfolio shares for at least 61 days during the 121-day period beginning on the date that is 60 days
before the Portfolio’s ex-dividend date (and the Portfolio will need to have met a similar holding period requirement with respect
to the shares of
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the
corporation paying the qualifying dividend). The amount of a Portfolio’s distributions that qualify for this favorable treatment
may be reduced as a result of such Portfolio’s securities lending activities, if any, certain options transactions, if any, a high
portfolio turnover rate or investments in debt securities or “non-qualified” foreign corporations.
Distributions
from aPortfolio in which you invest will generally be taxable to you in the taxable year in which they are paid, with one exception. Distributions
declared by a Portfolio in October, November or December and paid in January of the following year are taxed as though they were paid
on December 31.
It
is expected that the Disciplined International Equity ETF and the Global Secured Options ETF will be subject to foreign withholding or
other foreign income taxes with respect to dividends or interest received from (and, in some cases, gains recognized on shares of stock
of) non-U.S. companies. The Disciplined International Equity ETF and the Global Secured Options ETF may, to the extent eligible, make
an election to treat a proportionate amount of those taxes as constituting a distribution to each shareholder, which would allow you either
(1) to credit that proportionate amount of taxes against U.S. Federal income tax liability as a foreign tax credit, subject to applicable
limitations, or (2) to take that amount as an itemized deduction.
A
portion of distributions paid by a Portfolio to shareholders who are corporations may also qualify for the dividends-received deduction
for corporations, subject to certain holding period requirements and debt financing limitations. The amount of the dividends qualifying
for this deduction may, however, be reduced as a result of the Portfolio’s securities lending activities, if any, by a high portfolio
turnover rate, or by investments in non-U.S. corporations.
If
you purchase shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will
be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a
return of capital. This adverse tax result is known as “buying into a dividend.”
It
is contemplated that the Global Secured Options ETF will write call and put options, the Global Secured Options EFT may invest in derivative
securities, including swaps, futures, options on futures and forward contracts. The tax treatment of these sorts of transactions is complex
and may (as may the Portfolio’s high turnover rate) result in the recognition by the Portfolio of significant amounts of short-term
capital gain and ordinary income. This, in turn, may cause significant portions of the distributions by the Portfolio to shareholders
to be taxable at an ordinary income rate. Also, in some cases, these transactions may cause the Portfolio to recognize income or gain
without any corresponding receipt of cash, in which case the Portfolio may have to liquidate other positions to enable them to distribute
the amount of that income or gain to shareholders so as to avoid incurring corporate-level tax.
Sales
and Redemptions
You
will generally recognize taxable gain or loss for Federal income tax purposes on a sale of your shares based on the difference between
your tax basis in the shares and the amount you receive for them. Generally, you will recognize long-term capital gain or loss if you
have held your Portfolio shares for over 12 months at the time you dispose of them.
Certain
special tax rules may apply to losses realized in some cases. Any loss realized on shares held for six months or less will be treated
as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized
on a disposition of shares of a Portfolio may be disallowed under “wash sale” rules to the extent the shares disposed of are
replaced with other shares of the same Portfolio within a period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of, such as pursuant to a dividend reinvestment in shares of a Portfolio. If disallowed, the loss will be reflected in an
increase to the basis of the shares acquired.
IRAs
and Other Tax-Qualified Plans
The
one major exception to the preceding tax principles is that distributions on, and sales of, shares held in an IRA (or other tax-qualified
plan) will not be currently taxable unless it borrowed to acquire the shares.
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Backup
Withholding
Each
Portfolio may be required in certain cases to withhold and remit to the Internal Revenue Service (“IRS”) a percentage of taxable
dividends payable to shareholders who have failed to provide a correct tax identification number in the manner required, who are subject
to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, or who have failed
to certify to the Portfolio that they are not subject to backup withholding when required to do so or that they are “exempt recipients.”
The current backup withholding
rate
is 24%.
U.S.
Tax Treatment of Foreign Shareholders
Generally,
nonresident aliens, foreign corporations and other foreign investors are subject to 30% withholding tax on dividends paid by a U.S. corporation,
although the rate may be reduced for an investor that is a qualified resident of a foreign country with an applicable tax treaty with
the United States. In the case of regulated investment companies such as the Portfolios, however, certain categories of dividends are
exempt from the 30% withholding tax. These generally include dividends attributable to the Portfolios’ net capital gains (the excess
of net long-term capital gains over net short-term capital losses), dividends attributable to the Portfolios’ interest income from
U.S. obligors and dividends attributable to net short-term capital gains of the Portfolios.
Foreign
shareholders will generally not be subject to U.S. tax on gains realized on the sale or redemption of shares in the Portfolios, except
that a nonresident alien individual who is present in the United States for 183 days or more in a calendar year will be taxable on such
gains and on capital gain dividends from the Portfolios.
In
contrast, if a foreign investor conducts a trade or business in the United States and the investment in a Portfolio is effectively connected
with that trade or business, then the foreign investor’s income from the Portfolio will generally be subject to U.S. Federal income
tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.
The
Portfolios will also generally be required to withhold 30% tax on certain payments to foreign entities that do not provide a Form W-8BEN-E
that evidences their compliance with, or exemption from, specified information reporting requirements under the Foreign Account Tax Compliance
Act.
All
foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment
in a Portfolio.
State
and Local Taxes
You
may also be subject to state and local taxes on distributions and sales. State income taxes may not apply, however, to the portions of
a Portfolio’s distributions, if any, that are attributable to interest on U.S. Government securities. You should consult your tax
adviser regarding the tax status of distributions in your state and locality.
Taxes
on Creation and Redemption of Creation Units
An
AP that exchanges securities for Creation Units generally will recognize a gain or loss equal to the difference between (i) the sum of
the market value of the Creation Units at the time of the exchange and any amount of cash received by the AP in the exchange and (ii)
the sum of the exchanger’s aggregate basis in the securities surrendered and any amount of cash paid for such Creation Units. An
AP who redeems Creation Units will generally recognize a gain or loss equal to the difference between the redeeming AP’s basis in
the Creation Units and the sum of the aggregate U.S. dollar market value of the securities plus the amount of any cash received for such
Creation Units. The IRS, however, may assert that a loss that is realized by an AP upon an exchange of securities for Creation Units may
not be permitted to be currently deducted under the rules governing “wash sales” (for APs that do not mark-to-market their
holding) or on the basis that there has been no significant change in economic position.
Gain
or loss recognized by an AP upon an issuance of Creation Units in exchange for securities, or upon a redemption of Creation Units, may
be capital or ordinary gain or loss depending on the circumstances. Any capital gain or loss realized upon an issuance of Creation Units
in exchange for securities will generally be treated as long-term capital gain or loss if the securities have been held for more than
one year. Any capital gain or loss realized upon the redemption of a Creation Unit will generally be treated as long-term capital gain
or loss if the Shares comprising the Creation Unit have been held for more than one year. Otherwise, such capital gains or losses are
treated as short-term capital gains or losses.
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Persons
exchanging securities for Creation Units should consult their own tax advisors with respect to the tax treatment of any creation or redemption
transaction and whether the wash sales rules apply and when a loss might be deductible. If you purchase or redeem Creation Units, you
will be sent a confirmation statement showing how many Shares you purchased or redeemed and at what price.
ADDITIONAL
INFORMATION ABOUT MANAGEMENT OF THE FUND
Investment
Advisor
Glenmede
Investment Management LP, with principal offices at One Liberty Place, 1650 Market Street, Suite 4000, Philadelphia, Pennsylvania 19103,
serves as Advisor to the Portfolios. The Advisor, a limited partnership, is wholly-owned by Glenmede Trust. As of March 31, 2026,
the Advisor oversaw approximately $7.0 billion in assets.
Under
Investment Advisory Agreements with the Portfolios, the Advisor, subject to the control and supervision of the Board and in conformance
with the stated investment objective and policies of each Portfolio, manages the investment of the assets of each Portfolio. It is the
responsibility of the Advisor to make investment decisions for each Portfolio and to place each Portfolio’s purchase and sale orders.
Under the terms of the Investment Advisory Agreements, each Portfolio pays the Advisor a unitary management fee that is computed and paid
monthly at an annual rate of [•] % of each Portfolio’s average daily net assets during the month. From the unitary management
fees, the Advisor pays most of the expenses of each Portfolio, including the cost of sub-advisory fees to any investment sub-adviser,
transfer agency, custody, fund administration, legal, audit and other services. However, under the Investment Advisory Agreement, the
Advisor is not responsible for interest expenses, brokerage commissions and other trading expenses, taxes and other extraordinary costs
such as litigation and other expenses not incurred in the ordinary course of business.
Investment
Sub-Advisor
[Tidal
Investments LLC, a Delaware limited liability company located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, serves
as the Sub-Advisor to the Portfolios. The Sub-Advisor is an SEC-registered investment adviser, and as of March 31, 2026, the Sub-Advisor
had approximately $[•] in assets under management.]
The
Sub-Advisor is responsible for trading portfolio securities for the Portfolios, including creation and/or redemption basket processing
and selecting broker-dealers to execute purchase and sale transactions or in connection with any rebalancing of a Portfolio, subject to
the supervision of the Advisor and the Board. For its services, the Sub-Advisor is entitled to a fee by the Advisor.
A
discussion regarding the Board’s initial approval of each Portfolio’s Advisory Agreement and Sub-Advisory Agreement (as applicable)
and the factors the Board considered with respect to their approval will be available in each Portfolio’s first Form N-CSR,
which will be available on the Fund’s website and on the SEC’s website at www.sec.gov.
Shareholders
in the Portfolios who are clients of Glenmede Trust, or its Affiliates, pay fees which vary, depending on the capacity in which Glenmede
Trust or its Affiliate provides fiduciary and investment services to the particular Client (e.g., personal trust, estate settlement, advisory
and custodian services) (“Client Fees”). Glenmede Trust and its Affiliates currently intend to exclude the portion of their
Clients’ assets invested in the Portfolios when calculating Client Fees. Shareholders in the Portfolios who are customers of other
Institutions may pay fees to those Institutions.
The
Advisor and/or Glenmede Trust may pay additional compensation from time to time, out of their assets, and not as an additional charge
to the Portfolios, to selected Institutions that provide services to the Institution’s customers who are beneficial owners of the
Portfolios and other persons in connection with servicing and/or sales of each Portfolios shares and other accounts managed by the Advisor
or Glenmede Trust.
Portfolio
Managers
Vladimir
de Vassal, CFA, Director of Quantitative Research of the Advisor, and Alexander R. Atanasiu, CFA, Portfolio Manager, are primarily responsible
for the management of the Knollbrook Disciplined International Equity ETF. Mr. de Vassal has been employed by the Advisor and its
predecessors as a portfolio manager since 1998. Prior to that time, Mr. de Vassal served as Vice President and Director of quantitative
analysis at CoreStates Investment Advisors and as Vice President of interest rate risk analysis at CoreStates Financial Corp. Alexander
R. Atanasiu, CFA, has been a Portfolio Manager of the Advisor since 2015. Mr. Atanasiu has been employed by the Advisor as a quantitative
research analyst since
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2005.
Paul T. Sullivan, CFA, Portfolio Manager of the Advisor, assists Mr. de Vassal and Mr. Atanasiu in the management of the Portfolios
by running portfolio optimizations and entering trades. Mr. Sullivan has been employed by the Advisor and its predecessors as a portfolio
manager since 1994. Prior to that time, Mr. Sullivan was employed by SEI Investments Co. where he was a supervisor in the mutual
fund accounting department. Ruohao Chen, CFA, Portfolio Manager of the Advisor also assists Mr. de Vassal and Mr. Atanasiu in
the management of Disciplined International Equity ETF by running portfolio optimizations and entering trades. Mr. Chen has been
employed by the Advisor as a quantitative research analyst since 2018.
Mr. de
Vassal, Mr. Atanasiu, Mr. Sullivan and Mr. Chen have managed the Disciplined International Equity ETF since [•],
2026, the Portfolio’s commencement of operations.
Sean
Heron, CFA, Portfolio Manager of the Advisor, is primarily responsible for the management of the Global Secured Options ETF. Mr. Heron
has been responsible for the management of the Global Secured Options ETF since [•], 2026, the Portfolio’s commencement of
operations. He has been employed by the Advisor since June 2010. Since 2006, Mr. Heron has served as Vice President to Glenmede
Trust. Prior to that time, Mr. Heron was employed by McGowan Investors LP (2004-2006) and Goldman Sachs & Co. (1999-2003) as
a Senior Derivatives Trader.
The
SAI provides additional information about the portfolio managers’ compensation, other accounts they manage and their ownership of
shares of the Portfolios they manage.
Distributor
[•]
(the “Distributor”), is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the Portfolios
on an agency basis and does not maintain a secondary market in shares. The Distributor has no role in determining the policies of the
Portfolios or the securities that are purchased or sold by the Portfolios. The Distributor’s principal address is [•].
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued. The DTC or its nominee is the record owner of all outstanding
shares.
Investors
owning shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all
shares. Participants include DTC, securities brokers and dealers, banks, trust companies, clearing corporations, and other institutions
that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares, you are not entitled to receive
physical delivery of stock certificates or to have shares registered in your name, and you are not considered a registered owner of shares.
Therefore, to exercise any right as an owner of shares, you must rely upon the procedures of DTC and its participants. These procedures
are the same as those that apply to any securities that you hold in book entry or “street name” form. Your broker will provide
you with account statements, confirmations of your purchases and sales, and tax information.
Investments
by Registered Investment Companies
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, including shares.
Registered investment companies are permitted to invest in the Portfolios beyond the limits set forth in section 12(d)(1), subject to
certain terms and conditions, including that such investment companies enter into an agreement with that Portfolio.
Premium/Discount
and NAV Information
Information
regarding each Portfolio’s NAV and how often shares are traded on the Listing Exchange at a price above (i.e., at a premium) or
below (i.e., at a discount) the NAV of each Portfolio during the past calendar year and most recent calendar quarters, when available,
is posted to [•].
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Continuous
Offering
The
method by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because new Creation
Units are issued and sold by each Portfolio on an ongoing basis, at any point a “distribution,” as such term is used in the
Securities Act of 1933, as amended (the “Securities Act”), may occur. Broker-dealers and other persons are cautioned that
some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner
which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities
Act.
For
example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with
the transfer agent, breaks them down into individual shares, and sells such shares directly to customers, or if it chooses to couple the
creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination
of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining
to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered
a complete description of all the activities that could lead to categorization as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating
in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)
of the Securities Act is not available with respect to such transactions as a result of Section 24(d) of the 1940 Act. As a result,
broker dealer-firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with ordinary
secondary market transactions) and thus dealing with shares that are part of an over-allotment within the meaning of Section 4(a)(3)(a)
of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities
Act. Firms that incur a prospectus delivery obligation with respect to shares of the Portfolio are reminded that under Rule 153 of
the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection
with a sale on the Listing Exchange is satisfied by the fact that the Fund’s prospectus is available on the SEC’s electronic
filing system. The prospectus delivery mechanism provided in Rule 153 of the Securities Act is only available with respect to transactions
on an exchange.
Additional
Notices
Shares
are not sponsored, endorsed, or promoted by the Listing Exchange. The Listing Exchange makes no representation or warranty, express or
implied, to the owners of the shares. The Listing Exchange is not responsible for, nor has it participated in, the determination of the
timing of, prices of, or quantities of the shares to be issued, nor in the determination or calculation of the equation by which the Shares
are redeemable. The Listing Exchange has no obligation or liability to owners of the shares in connection with the administration, marketing,
or trading of the Shares. Without limiting any of the foregoing, in no event shall the Listing Exchange have any liability for any lost
profits or indirect, punitive, special, or consequential damages even if notified of the possibility thereof.
The
Advisor, the Sub-Advisor and the Portfolios make no representation or warranty, express or implied, to the owners of shares or any member
of the public regarding the advisability of investing in securities generally or in a Portfolio particularly.
General
Information
If
you have any questions regarding the Portfolios, contact the Portfolios at the address or telephone number stated on the back cover page.
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[The
Portfolios are new and have no performance history as of the date of this prospectus. The Portfolios will acquire all of the assets, subject
to the liabilities, of their respective Predecessor Funds in each Predecessor Fund Reorganization. As a result, the Financial Highlights
for the Portfolio are the financial histories of the Predecessor Funds’ [•] shares.]
[The
financial highlights table is intended to help you understand each Predecessor Funds’ [•] shares financial performance for
the past 5 years. Certain information reflects financial results for a single Predecessor Fund share. The total returns in the table represent
the rate that an investor would have earned or lost on an investment in the Predecessor Fund (assuming reinvestment of all dividends and
distributions). The information for the fiscal years ended October 31, 2025 and 2024 has been audited by [•], the Predecessor
Funds’ independent registered public accounting firm, whose report, along with each Predecessor Fund’s financial statements,
are included on Form N-CSR, which is available upon request. Information for the fiscal years ended October 31, 2023, 2022,
and 2021 was audited by the former independent registered public accounting firm. The financial highlights information presented for periods
prior to each Predecessor Fund Reorganization is that of the [•] shares].
[TO
BE PROVIDED BY AMENDMENT]
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Where
to find more information
More
Portfolio information is available to you upon request and without charge.
Annual
and Semi-Annual Reports and Annual and Semi-Annual Financial Statements and Other Information
The
Annual and Semi-Annual Reports and Annual and Semi-Annual Financial Statements and Other Information provide additional information about
each Predecessor Fund’s investments. The Annual Report also contains a discussion of the market conditions and investment strategies
that significantly affected each Predecessor Fund’s performance during the last fiscal year.
Statement
of Additional Information (“SAI”)
The
SAI includes additional information about the Portfolios’ investment policies, organization and management. It is legally part of
this prospectus (it is incorporated by reference).
You
can get free copies of the Predecessor Funds’ Annual and Semi-Annual Reports, Annual and Semi-Annual Financial Statements and Other
Information or SAI, once available, by calling or writing to the address shown below. These documents are also available on the Advisor’s
website at [•].
To
reduce the volume of mail you receive, only one copy of financial reports, prospectuses, other regulatory materials and other communications
will be mailed to your household (if you share the same last name and address). You can call us at 1-800-442-8299, or write to us at the
address listed below, to request (1) additional copies free of charge, or (2) that we discontinue our practice of mailing regulatory materials
together.
You
may also request other information about the Portfolios, and make inquiries as follows:
Write
to:
The
Glenmede Fund, Inc.
1650
Market Street
Suite
4000
Philadelphia,
PA 19103
By
phone:
1-800-442-8299
Reports
and other information about the Portfolios or the Predecessor Funds are available on the EDGAR Database on the SEC’s Internet site
at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following
e-mail address: publicinfo@sec.gov.
The
Glenmede Fund, Inc.’s Investment Company Act File No. is 811-05577.
The third
party marks appearing above are the marks of their respective owners.
The
information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not
an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is
not permitted.
SUBJECT
TO COMPLETION, DATED [•], 2026
THE
GLENMEDE FUND, INC.
(800)
442-8299
STATEMENT
OF ADDITIONAL INFORMATION
[•],
2026
Knollbrook
Disciplined International Equity ETF (Ticker) Principal U.S. Listing Exchange: [•] (“•”)
Knollbrook
Global Secured Options ETF (Ticker) Principal U.S. Listing Exchange: [•] (“•”)
This
Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with The Glenmede Fund,
Inc.’s (“Glenmede Fund” or the “Fund”) Prospectus dated [•], 2026, as amended or supplemented from
time to time (the “Prospectus”). This SAI is for the Knollbrook Disciplined International Equity ETF and the Knollbrook Global
Secured Options ETF (each, a “Portfolio” and collectively, the “Portfolios”). No investment in shares of a Portfolio
should be made without first reading the Prospectus of each Portfolio. This SAI is incorporated by reference in its entirety into the
Prospectus. The Predecessor Funds’ audited financial statements and financial highlights appearing in the
2025
Annual Financial Statements are incorporated by reference into this SAI. No other part of the Predecessor Funds’ Annual Financial
Statements are incorporated by reference herein. A copy of each Portfolio’s Prospectus and the Predecessor Fund’s Annual Financial
Statements are available without charge, upon request, by calling the Fund at the above telephone number.
Capitalized
terms used in this SAI and not otherwise defined have the same meanings given to them in the Fund’s Prospectus.
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The
Glenmede Fund was organized as a Maryland corporation on June 30, 1988. The Glenmede Fund’s Articles of Incorporation, as amended,
authorize its Board of Directors (the “Board” and the members thereof, “Directors”) to issue 6,000,000,000 shares
of common stock, with a $.001 par value. The Board has the power to subdivide these shares into one or more investment portfolios from
time to time.
The
Fund currently consists of 14 separate series, each with its own investment objective. The Portfolios in this SAI operate as exchange-traded
funds (“ETFs”). As identified and described in more detail within the Fund’s prospectus and this SAI, the Portfolios
are actively managed ETFs that do not seek to replicate the performance of a specified index.
Effective
after the close of business on [•], 2026, all assets of the Predecessor Funds were transferred to certain of the Portfolios, each
in a tax-free reorganization (a “Reorganization”) as shown below:
|
|
|
|
|
|
Knollbrook
Disciplined International Equity ETF |
|
|
Glenmede
Disciplined International Equity Portfolio |
|
Knollbrook
Global Secured Options ETF |
|
|
Glenmede
Global Secured Options Portfolio |
|
|
|
|
|
In
connection with each Reorganization, each Portfolio acquired all eligible assets and liabilities of the respective Predecessor Fund. All
historical financial information and other information contained in this SAI relating to the Portfolios for periods prior to the closing
of their respective Reorganization is that of the respective Predecessor Fund.
The
Fund is an open-end, management investment company and each Portfolio is “diversified” as defined in Section 5(b) the
Investment Company Act of 1940, as amended (the “1940 Act”).
Each
Portfolio issues and redeems shares at net asset value (“NAV”) per share only in large blocks of shares (“Creation Units”
or “Creation Unit Aggregations”). For the Knollbrook Disciplined International Equity ETF (the “Disciplined International
Equity ETF”), the Creation Unit size is [•]. For the Knollbrook Global Secured Options ETF (the “Global Secured Options
ETF”), the Creation Unit size is [•]. Although the size of each Portfolio’s Creation Unit may change from time to time,
Creation Units for the Disciplined International Equity ETF are not expected to consist of less than [•] shares, and Creation Units
for the Global Secured Options ETF are not expected to consist of less than [•] shares. These transactions are usually made in exchange
for a basket of securities included in the relevant Fund’s portfolio and/or an amount of cash. As a practical matter, only institutions
or large investors purchase or redeem Creation Units. Except when aggregated in Creation Units, Shares are not redeemable securities.
Shares
of the Disciplined International Equity ETF are listed on the [•] and shares of the Global Secured Options ETF are listed on the
[•] (the “Listing Exchanges”), The Portfolios trade throughout the day on the Listing Exchanges and other secondary
markets at market prices that may differ from NAV. As in the case of other publicly traded securities, brokers’ commissions on transactions
will be based on commission rates charged by the applicable broker.
The
Fund reserves the right to adjust the prices of shares in the future to maintain convenient trading ranges for investors. Any adjustments
would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the applicable Portfolio.
EXCHANGE
LISTING AND TRADING
Each
Portfolio’s shares trade on a Listing Exchange at prices that may differ to some degree from their NAV. There can be no assurance
that the requirements of the Listing Exchange necessary to maintain the listing of shares of each Portfolio will continue to be met. A
Listing Exchange may remove a Portfolio’s shares from listing if (i) following the initial 12-month period beginning upon the commencement
of trading of the Portfolio, there are fewer than 50 beneficial owners of the Portfolio’s shares; (ii) a Listing Exchange becomes
aware that a Portfolio is no longer eligible to operate in reliance on Rule 6c-11 under the 1940 Act; (iii) a Portfolio no longer
complies with certain Listing Exchange rules; or (iv) such other event shall occur or condition exists that, in the opinion of the
Listing Exchange, makes further dealings on the exchange inadvisable. Additionally, a Listing Exchange will remove a Portfolio’s
shares from listing and trading upon termination of the Fund. There can be no assurance that the requirements of the Listing Exchange
necessary to maintain the listing of a Portfolio’s shares will continue to be met.
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As
in the case of other publicly-traded securities, when you buy or sell Shares of a Portfolio through a broker, you may incur a brokerage
commission determined by that broker, as well as other charges.
In
order to provide additional information regarding the indicative value of shares of each Portfolio, the Listing Exchanges or market data
vendors may disseminate through the facilities of the Consolidated Tape Association, or through other widely disseminated means an “intra-day
indicative value” (“IIV”) for each Portfolio as calculated by an information provider or market data vendor. The Fund
and its affiliates are not responsible for any aspect of the calculation or dissemination of the IIVs and make no representation or warranty
as to the accuracy of the IIVs.
The
IIV does not necessarily reflect the precise composition of the current portfolio of securities held by a Portfolio at a particular point
in time or the best possible valuation of the current portfolio. Therefore, the IIV should not be viewed as a “real-time”
update of a Portfolio’s NAV, which is computed only once a day. The IIV is generally determined by using both current market quotations
and/or price quotations obtained from broker-dealers that may trade in the portfolio securities held by a Portfolio. The quotations of
certain Fund holdings may not be updated during U.S. trading hours if such holdings do not trade in the United States.
The
base and trading currencies of the Portfolios are the U.S. dollar. The base currency is the currency in which each Portfolio’s NAV
per share is calculated and the trading currency is the currency in which shares of each Portfolio are listed and traded on the Listing
Exchanges.
The
following investment strategies supplement those set forth in the Fund’s Prospectus. Unless specified below and except as described
under “Investment Limitations,” the following investment strategies are not fundamental and the Board may change such strategies
without shareholder approval.
Disciplined
International Equity ETF
From
time to time, Glenmede Investment Management LP (“GIM” or the “Advisor”) may revise its equity computer model
programs to try to maintain or enhance the Portfolio’s performance.
The
Portfolio intends to remain, for the most part, fully invested in equity securities of foreign companies, directly and/or through American
Depositary Receipts (“ADRs”). However, the Portfolio may invest a portion of its assets (up to 20% under normal circumstances)
in the following fixed-income and money market securities: obligations of the U.S. Government and its guaranteed or sponsored agencies,
including shares of open-end or closed-end investment companies which invest in such obligations (such shares will be purchased within
the limits prescribed by the 1940 Act and would subject a shareholder of the Portfolio to expenses of the other investment company in
addition to the expenses of the Portfolio); short-term money market instruments issued in the U.S. or abroad, denominated in dollars or
any foreign currency, including short-term certificates of deposit (including variable rate certificates of deposit), time deposits with
a maturity no greater than 180 days, bankers’ acceptances, commercial paper rated A-1 by S&P Global Ratings (“S&P”)
or Prime-1 by Moody’s Investors Service, Inc., or in equivalent money market securities; and high quality fixed-income securities
denominated in U.S. dollars, any foreign currency, or a multi-national currency unit such as the European Currency Unit (“ECU”).
The
Portfolio may also enter into forward currency exchange contracts only to hedge against uncertainty in the level of future foreign exchange
rates in the purchase and sale of investment securities; it may not enter into such contracts for speculative purposes.
Global
Secured Options ETF
The
Global Secured Options ETF will not engage in “market timing” transactions. However, for temporary defensive purposes, the
Portfolio may invest a significant portion of its assets in cash, short-term instruments issued by U.S. or foreign issuers denominated
in dollars, including short-term certificates of deposit (including variable rate certificates of deposit), time deposits with a maturity
no greater than 180 days, bankers’ acceptances, commercial paper rated A-1 by S&P or Prime-1 by Moody’s, U.S. Government
securities, repurchase agreements or in similar money market securities.
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COMMON
INVESTMENT POLICIES AND RISKS
Authorized
Participant Concentration Risk
Only
an authorized participant may engage in creation or redemption transactions directly with the Portfolios. Each Portfolio has a limited
number of intermediaries that act as authorized participants, and none of these authorized participants are or will be obligated to engage
in creation or redemption transactions. To the extent that these intermediaries exit the business or are unable to or choose not to proceed
with creation and/or redemption orders with respect to each Portfolio and no other authorized participant is able to step forward to create
or redeem, shares may trade at a premium or discount to NAV and possibly face trading halts and/or delisting.
Borrowing
As
a temporary measure for extraordinary or emergency purposes, each Portfolio may borrow money from banks in amounts not exceeding one-third
of total assets. None of the Portfolios will borrow money for speculative purposes. If the market value of each Portfolio’s securities
should decline, the Portfolio may experience difficulty in repaying the borrowing.
As
required by the 1940 Act, each Portfolio must maintain continuous asset coverage (total assets, including assets acquired with borrowed
funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of each Portfolio’s
assets should fail to meet this 300% coverage test, each Portfolio, within three days (not including Sundays and holidays), will reduce
the amount of its borrowings to the extent necessary to meet this 300% coverage. Maintenance of this percentage limitation may result
in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do
so. Borrowing of securities in connection with short sales and derivative transactions such as options, futures and swaps are not subject
to this limitation. The Portfolios are authorized to pledge portfolio securities to the lender as collateral in connection with any borrowings.
Reverse repurchase agreements constitute borrowings, and leverage is a related risk.
Cash
and Short-Term Investments
Each
Portfolio may hold cash or invest in short-term paper and other short-term investments. Short-term paper generally includes any note,
draft bill of exchange or banker’s acceptance payable on demand or having a maturity at the time of issuance that does not exceed
nine months or any renewal thereof payable on demand or having a maturity that is likewise limited. A Portfolio also may invest its uninvested
cash in high-quality, short-term debt securities, including repurchase agreements and high-quality money market instruments, and also
may invest uninvested cash in money market funds. To the extent a Portfolio invests in a money market fund, it generally is not subject
to the limits placed on investments in other investment companies by the 1940 Act. Generally, these securities offer less potential for
gains than other types of securities.
Cash
Transactions Risk
Unlike
certain ETFs, the Global Secured Options ETF may effect its creations and redemptions in cash or partially in cash. As a result, an investment
in the Portfolio may be less tax-efficient than an investment in such ETFs. Other ETFs generally are able to make in-kind redemptions
and avoid realizing gains in connection with transactions designed to raise cash to meet redemption requests. If the Portfolio effects
a portion of redemptions for cash, it may be required to sell portfolio securities in order to obtain the cash needed to distribute redemption
proceeds, which also involves transaction costs. If the Portfolio recognizes gain on these sales, this generally will cause the Portfolio
to recognize gain it might not otherwise have recognized if it were to distribute portfolio securities in-kind, or to recognize such gain
sooner than would otherwise be required. The Portfolio generally intends to distribute these gains to shareholders to avoid being taxed
on this gain at the Portfolio level and otherwise comply with the special tax rules that apply to it. This strategy may cause shareholders
to be subject to tax on gains they would not otherwise be subject to, or at an earlier date than if they had made an investment in a different
ETF.
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Credit
Risks
Because
the Portfolios may invest in fixed-income securities, they are subject to “credit risk” — the risk that an issuer will
be unable or unwilling to make principal and interest payments when due. U.S. Government securities are generally considered to be the
safest type of investment in terms of credit risk. Municipal obligations generally rank between U.S. Government securities and corporate
debt securities in terms of credit safety. Corporate debt securities, particularly those rated below investment grade, may present the
highest credit risk.
Depositary
Receipts
The
Global Secured Options and Disciplined International Equity ETFs may purchase certain sponsored or unsponsored depositary receipts. In
sponsored programs, an issuer makes arrangements to have its securities traded in the form of depositary receipts. For purposes of each
Portfolio’s investment policies, each Portfolio’s investments in depositary receipts will be deemed to be investments in the
underlying securities. For example, a depositary receipt representing ownership of common stock will be treated as common stock. In unsponsored
programs, the issuer may not be directly involved in the creation of the program. Although regulatory requirements with respect to sponsored
and unsponsored programs are generally similar, in some cases it may be easier to obtain financial information from an issuer that has
participated in the creation of a sponsored program. Accordingly, there may be less information available regarding issuers of securities
underlying unsponsored programs and there may not be a correlation between such information and the market value of the depositary receipts.
The
Global Secured Options and Disciplined International Equity ETFs may invest in ADRs. The Global Secured Options and Disciplined International
Equity ETF may also invest in Global Depositary Receipts (“GDRs”). Depositary Receipts are receipts, typically issued by a
bank or trust company, which evidence ownership of underlying securities issued by a foreign corporation. ADRs are depositary receipts
issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. ADRs
may be listed on a national securities exchange or may be traded in the over-the-counter (“OTC”) market. ADR prices are denominated
in U.S. dollars although the underlying securities are denominated in a foreign currency. GDRs are depositary receipts where the depository
may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. GDRs are tradable both in the United
States and in Europe and are designed for use throughout the world.
Generally,
depositary receipts in registered form are designed for use in the U.S. securities market and depositary receipts in bearer form are designed
for use in securities markets outside the United States. Depositary receipts may not necessarily be denominated in the same currency as
the underlying securities into which they may be converted.
Investments
in ADRs and GDRs involve risks similar to those accompanying direct investments in foreign securities.
Derivative
Instruments
In
the course of pursuing its investment strategies, the Global Secured Options ETF may invest in certain types of derivative instruments.
Derivatives are financial contracts whose values depend on the values of other investments, exchange rates or indices, in connection with
its investment strategies to hedge and manage risk and to increase its return. Derivatives may be used in a variety of ways to meet the
objectives of the Advisor. The Global Secured Options ETF may purchase or write call and put options on appropriate securities or securities
indices. Futures contracts, forward contracts, options on futures, and index, interest rate, total return and equity swaps are examples
of derivative instruments in which the Global Secured Options ETF may invest. Futures, options and swaps are commonly used for traditional
hedging and cash management purposes as a low-cost method of gaining exposure to a particular securities market without investing directly
in those securities.
Compared
to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices
and thus the Portfolio’s losses may be greater if it invests in derivatives than if it invests only in conventional securities.
Derivative transactions may include elements of leverage and, accordingly, the fluctuation of the value of the derivative transaction
in relation to the underlying asset may be magnified. The price of derivatives can be very volatile and result in disproportionately heavy
losses to the Portfolio relative to the amount invested if the Advisor is incorrect in its expectation of fluctuations in securities prices,
interest rates or credit events. The Portfolio’s use of
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derivatives
involves risks that may be different from the risk associated with investing directly in the underlying assets, including the risk that
changes in the value of the derivative may not correlate perfectly with the underlying assets, interest rate or index. The return on a
derivative security may increase or decrease, depending upon changes in the reference index or instrument to which it relates.
Derivatives
are also subject to the risk that the counterparty will default on its obligations. If such a default occurs, the Portfolio will have
to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related
to the transaction. The use of derivatives is also subject to operational and legal risks. Operational risks generally refer to risks
related to potential operational issues, including documentation issues, settlement issues, system failures, inadequate controls, and
human error. Legal risks generally refer to risks of loss resulting from insufficient documentation or legality or enforceability of a
contract.
The
use of certain derivative instruments is subject to applicable regulations of the Securities and Exchange Commission (the “SEC”),
the several options and futures exchanges upon which they may be traded, and the Commodity Futures Trading Commission (the “CFTC”).
An exclusion has been claimed for each of the Fund’s Portfolios from the definition of the term “commodity pool operator”
under the Commodity Exchange Act, as amended, and therefore, the Portfolio is not subject to registration or regulation as a commodity
pool operator under that Act as of the date thereof.
Rule
18f-4 under the 1940 Act permits each Portfolio to enter into derivatives transactions (as defined below) and certain other transactions
notwithstanding the restrictions on the issuance of senior securities contained in Section 18 of the 1940 Act, provided that each Portfolio
complies with the conditions of the Rule. Section 18 of the 1940 Act, among other things, prohibits open-end funds, including the
Portfolios, from issuing or selling any “senior security,” other than borrowing from a bank.
Under
Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract for
differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing, or any similar
instrument, under which each Portfolio is or may be required to make any payment or delivery of cash or other assets during the life of
the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing;
(3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse tender option bonds, and borrowed
bonds), if each Portfolio elects to treat these transactions as Derivatives Transactions under Rule 18f-4 (as opposed to including such
transactions in that each Portfolio’s asset coverage ratio for borrowing as described below); and (4) when-issued or forward- settling
securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar rolls) and non-
standard settlement cycle securities, unless the Portfolios intend to physically settle the transaction and the transaction will settle
within 35 days of its trade date (the “Delayed-Settlement Securities Provision”).
Rule 18f-4
provides for the regulation of the use of derivatives and certain related instruments by registered investment companies. Rule 18f-4 prescribes
specific value-at-risk leverage limits for certain derivatives users. In addition, Rule 18f-4 requires certain derivatives users to adopt
and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of
certain testing requirements), and prescribes reporting requirements with respect to derivatives. Subject to certain conditions, if a
fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule
18f-4. In connection with the adoption of Rule 18f-4, the SEC rescinded certain of its prior guidance regarding asset segregation
and coverage requirements in respect of derivatives transactions and related instruments. With respect to reverse repurchase agreements
or other similar financing transactions in particular, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i)
complies with the asset coverage requirements of Section 18 of the 1940 Act, and combines the aggregate amount of indebtedness associated
with all reverse repurchase agreements or similar financing with the aggregate amount of any other senior securities representing indebtedness
when calculating the relevant asset coverage ratio, or (ii) treats all reverse repurchase agreements or similar financing transactions
as derivatives transactions for all purposes under Rule 18f-4. Rule 18f-4 could restrict each Portfolio’s ability to engage in certain
derivatives transactions and/or increase the costs of such derivatives transactions, which could adversely affect the value or performance
of the Portfolios.
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Exchange-Traded
Funds
The
Portfolios may invest in shares of registered open-end or closed-end investment companies, including exchange-traded funds (“ETFs”).
Some ETFs seek to track the performance of a particular market index and are a type of index fund bought and sold on a securities exchange.
These indices include not only broad-market indices but more narrowly-based indices as well, including those relating to particular sectors,
markets, regions or industries. ETF and listed closed-end fund shares are traded like traditional equity securities on a national securities
exchange or NASDAQ National Market System. The Portfolios may purchase ETF shares as a way of gaining exposure to the segments of the
equity or fixed-income markets represented by the ETF’s portfolio instead of buying those portfolio securities directly. ETF shares
enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly than
futures. In addition, ETF shares can be purchased for smaller sums and offer exposure to market sectors and styles for which there is
no suitable or liquid futures contract. Because most ETFs are investment companies, the Portfolios’ purchases of ETF shares generally
are subject to the percentage limitations and risks described below under “Investment Company
Securities.”
An
investment in an ETF or a closed-end fund generally presents the same primary risks as an investment in a conventional open-end fund (i.e.,
one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF or a closed-end
fund can fluctuate within a wide range, and the Portfolios could lose money investing in such a fund if the prices of the stocks owned
by it go down. In addition, ETFs and listed closed-end funds are subject to the following risks that do not apply to conventional open-end
funds: (i) the market price of their shares may trade at a discount to their NAV; (ii) an active trading market for their shares may not
develop or be maintained; or (iii) trading of their shares may be halted if the listing exchange’s officials deem such action appropriate,
the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases
in stock prices) halts stock trading generally.
Foreign
Securities
The
Disciplined International Equity ETF invests in foreign securities, either directly or through ADRs or GDRs. Such investments may involve
higher costs than investments in U.S. securities, including higher transaction costs and additional taxes by foreign governments. Foreign
investments may also present additional risks associated with currency exchange rates, differences in accounting, auditing and financial
reporting standards, holding securities in domestic and foreign custodian banks and depositories, less complete financial information
about the issuers, less market liquidity, and political instability. Future political and economic developments, the possible imposition
of withholding taxes on dividends, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange
controls, or the adoption of other governmental restrictions, might adversely affect the payment of dividends or principal and interest
on foreign obligations. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to
inspect audit work papers in certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies
to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and
other authorities to bring and enforce actions against foreign issuers or foreign persons is limited.
Foreign
securities markets also have different trading hours, holiday schedules, clearance and settlement procedures, and in certain markets there
have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in temporary periods when assets of the Portfolio are uninvested and no return is
earned. The inability of the Portfolio to make intended security purchases due to these and other settlement problems could cause such
Portfolio to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result
in losses to the Portfolio due to subsequent declines in value of the portfolio security or, if the Portfolio has entered into a contract
to sell the security, could result in possible liability to the purchaser. Additionally, the Portfolio may encounter difficulties or be
unable to pursue legal remedies and obtain judgments in foreign courts.
Although
the Portfolios are permitted to invest in securities denominated in foreign currencies, the Portfolios’ value their securities and
other assets in U.S. dollars. As a result, the NAV of a Portfolio’s shares may fluctuate with U.S. dollar exchange rates as well
as with price changes of each Portfolio’s securities in the various local markets and currencies. Thus, an increase in the value
of the U.S. dollar compared to the currencies in which the Portfolios make their investments could reduce the effect of increases and
magnify the effect of decreases in the prices of the Portfolios’ securities in their local
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markets.
Conversely, a decrease in the value of the U.S. dollar will have the opposite effect of magnifying the effect of increases and reducing
the effect of decreases in the prices of the Portfolios’ securities in their local markets. In addition to favorable and unfavorable
currency exchange rate developments, the Portfolios are subject to the possible imposition of exchange control regulations or freezes
on convertibility of currency.
International
war or conflicts (including armed conflicts in Europe and the Middle East, as described below) and geopolitical events in foreign countries,
along with instability in regions such as Asia, Eastern Europe and the Middle East, possible terrorist attacks in the United States or
around the world, and other similar events could adversely affect the U.S. and foreign financial markets. Further, U.S. and Israel military
action against Iran that began in February 2026 and Iran’s responses thereto, including attacks on marine vessels in the Strait
of Hormuz, the U.S. military operation in Venezuela that started in January 2026, the Israel-Hamas conflict, including the Houthi
movement’s attacks on marine vessels in the Red Sea, and Russia’s continued military actions against Ukraine that began in
February 2022 and the U.S. responses to those actions may continue to have, an impact on certain commodities markets, particularly
the market for crude oil, commodity futures markets, including futures on crude oil, and the prices of oil funds. As a result, whether
or not the Portfolios invest in securities located in or with significant exposure to the countries directly affected, the value and liquidity
of the Portfolios’ investments may be negatively impacted. Further, due to closures of certain markets and restrictions on trading
certain securities, the value of certain securities held by the Portfolios could be significantly impacted.
European
countries can be significantly affected by the tight fiscal and monetary controls that the European Economic and Monetary Union (“EMU”)
imposes on its members. Europe’s economies are diverse, its governments are decentralized, and its cultures vary widely. Several
European Union (“EU”) countries have faced budget issues, some of which may have negative long-term effects for the economies
of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination
of fiscal and wage policy among EMU member countries. Member countries are required to maintain tight control over inflation, public debt,
and budget deficit to qualify for membership in the EMU. These requirements can severely limit the ability of EMU member countries to
implement monetary policy to address regional economic conditions.
Other
economic challenges facing Europe include high levels of public debt, significant rates of unemployment, aging populations, mass migrations
from the Middle East and Africa and heavy regulation in certain economic sectors. European governments have taken unprecedented steps
to respond to the economic crises and to boost growth in the region, which has increased the risk that regulatory uncertainty could negatively
affect each Portfolio’s investments. In addition, ongoing armed conflict between Russia and Ukraine and the threat of wider-spread
hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets
for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and
other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets.
The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict
and related events will last cannot be predicted. These tensions and any related events could have a significant impact on each Portfolio’s
performance and the value of each Portfolio’s investments, even beyond any direct exposure each Portfolio may have to issuers located
in these countries. The ultimate effects of these events and other socio-political or geopolitical issues are not known but could profoundly
affect global economies and markets. The impact of these actions, especially if they occur in a disorderly fashion, is not clear, but
could be significant and far-reaching.
The
Global Secured Options ETF and Disciplined International Equity ETF may invest in emerging market countries. The risks described above
apply to an even greater extent to investments in emerging market countries. The securities markets of emerging market countries are generally
smaller, less developed, less liquid, and more volatile than the securities markets of the United States and developed foreign countries,
and disclosure and regulatory standards in many respects are less stringent. In addition, the securities markets of emerging market countries
are typically subject to a lower level of monitoring and regulation. Government enforcement of existing securities regulations is limited,
and any such enforcement may be arbitrary and the results may be difficult to predict. In addition, reporting requirements of emerging
countries with respect to the ownership of securities are more likely to be subject to interpretation or changes without prior notice
to investors than more developed countries. Developing countries may impose restrictions on each Portfolio’s ability to repatriate
investment income or capital. Even if there is no outright restriction on repatriation of investment income or capital, the mechanics
of repatriation may affect certain aspects of the operations of the Portfolios.
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Economies
of emerging market countries generally are heavily dependent on international trade and, accordingly, have been and may continue to be
affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures
imposed, threatened or negotiated by the countries with which they trade.
Economies
of emerging market countries also have been and may continue to be adversely affected by economic conditions in the countries with which
they trade. The economies of emerging market countries may be predominantly based on only a few industries or dependent on revenues from
particular commodities. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation
for many years.
Inflation
and rapid fluctuations in inflation rates have had and may continue to have negative effects on such countries’ economies and securities
markets. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have
been made periodically in certain of such currencies. Certain developing countries face serious exchange constraints.
Custodial
services are often more expensive and other investment-related costs higher in emerging countries than in developed countries, which could
reduce the Portfolios’ income from investments in securities or debt instruments of emerging country issuers.
Governments
of some developing countries exercise substantial influence over many aspects of the private sector. In some countries, the government
owns or controls many companies, including the largest in the country. As such, government actions in the future could have a significant
effect on economic conditions in developing countries in these regions, which could affect private sector companies, each Portfolio and
the value of its securities. Furthermore, certain developing countries are among the largest debtors to commercial banks and foreign governments.
Trading in debt obligations issued or guaranteed by such governments or their agencies and instrumentalities involves a high degree of
risk.
Lastly,
emerging market countries are more likely than developed countries to experience political uncertainty and instability, including the
risk of war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that affect U.S.
investments in these countries. No assurance can be given that adverse political changes will not cause the Portfolios to suffer a loss
of any or all of its investments (or, in the case of fixed-income securities, interest) in emerging market countries.
Forward
Foreign Exchange Contracts
The
Global Secured Options ETF and Disciplined International Equity ETF may enter into forward foreign exchange contracts, but such contracts
may not be used for speculative purposes. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set
at the time of the contract. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract
at maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of
a foreign currency at a future date at a price set at the time of the contract.
Foreign
currency futures contracts traded in the United States are designed by and traded on exchanges regulated by the CFTC such as the New York
Mercantile Exchange. The Portfolios would enter into foreign currency futures contracts solely for hedging or other appropriate investment
purposes permitted by regulations which permit principals of an investment company registered under the Commodity Exchange Act, as amended,
to engage in such transactions without registering or being regulated as commodity pool operators.
Forward
foreign currency exchange contracts allow each Portfolio to hedge the currency risk of portfolio securities denominated in a foreign currency.
This method of protecting the value of each Portfolio’s investment securities against a decline in the value of a currency does
not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Although
such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they tend to limit
any potential gain which might result should the value of such currency increase. Additionally, investments in foreign currency exchange
contracts involve other risks similar to those accompanying direct investments in foreign securities.
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Forward
foreign currency exchange contracts differ from foreign currency futures contracts in certain respects. For example, the maturity date
of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined
date in any given month. Forward contracts may be in any amounts agreed upon by the parties rather than predetermined amounts. Also, forward
contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally requires no margin
or other deposit.
At
the maturity of a forward contract, each Portfolio may either accept or make delivery of the currency specified in the contract, or at
or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with
respect to forward contracts are usually affected with the currency trader who is a party to the original forward contract.
Illiquid
Investments
The
Portfolios will not invest more than 15% of their respective net assets in investments that are illiquid. These investments are subject
to the risk that should each Portfolio need to dispose of such investments, there may not be a ready market or each Portfolio may have
to sell such investments at an undesirable price. Illiquid investments are any investment that each Portfolio reasonably expects cannot
be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing
the market value of the investment (including repurchase agreements in excess of seven days).
Pursuant
to Rule 22e-4 under the 1940 Act, the Portfolios have established a liquidity risk management program. If the limitation on illiquid securities
is exceeded, other than by a change in market values, the condition will be reported to the Board and, when required, to the SEC.
Indexed
Securities
An
indexed security is an instrument whose price is indexed to the price of another security, security index, currency, or other financial
indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic.
The
performance of indexed securities depends to a great extent on the performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also subject to the credit risks associated with the issuer of the security,
and their values may decline substantially if the issuer’s creditworthiness deteriorates. Recent issuers of indexed securities have
included banks, corporations, and certain U.S. Government agencies.
Initial
Public Offerings
An
initial public offering (“IPO”) is a company’s first offering of stock to the public. The Global Secured Options ETF
may invest in IPOs.
An
IPO presents the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public
market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of
IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.
When
each Portfolio’s asset base is small, a significant portion of each Portfolio’s performance could be attributable to investments
in IPOs, because such investments would have a magnified impact on the Portfolio. As the Portfolio’s assets grow, the effect of
the Portfolio’s investments in IPOs on the Portfolio’s performance probably will decline, which could reduce the Portfolio’s
performance. Because of the price volatility of IPO shares, a Portfolio may choose to hold IPO shares for a very short period of time.
This may increase the portfolio turnover and may lead to increased expenses to the Portfolio, such as commissions and transaction costs.
By selling IPO shares, the Portfolio may realize taxable gains it will subsequently distribute to shareholders. In addition, the market
for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that the Portfolio will be able
to obtain allocable portions of IPO shares. The
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limited
number of shares available for trading in some IPOs may make it more difficult for the Portfolio to buy or sell significant amounts of
shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value
of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.
The
Portfolio’s investments in IPO shares may include the securities of “unseasoned” companies (companies with less than
three years of continuous operations), which present risks considerably greater than common stocks of more established companies. These
companies may have limited operating histories and their prospects for profitability may be uncertain. These companies may be involved
in new and evolving businesses and may be vulnerable to competition and changes in technology, markets and economic conditions. They may
be more dependent on key managers and third parties and may have limited product lines.
Investment
Company Securities
Each
Portfolio may invest in securities issued by other open-end or closed-end investment companies, including ETFs. Each Portfolio may invest
in securities issued by such other investment companies to the extent permitted by the 1940 Act. Under the 1940 Act, each Portfolio’s
investment in such securities currently is limited to, subject to certain exceptions: (i) 3% of the total voting stock of any one investment
company; (ii) 5% of the Portfolio’s total assets with respect to any one investment company; and (iii) 10% of the Portfolio’s
total assets with respect to investment companies in the aggregate. Investments in the securities of other investment companies will involve
duplication of advisory fees and certain other expenses. Rule 12d1-1 under the 1940 Act permits a Portfolio to invest an unlimited amount
of its uninvested cash in a money market fund so long as, among other things, said investment is consistent with the Portfolio’s
investment objective. As a shareholder of another mutual fund, a Portfolio would bear its pro rata portion of the other investment company’s
advisory fees and other expenses, in addition to the expenses the Portfolio bears directly in connection with its own operations. Furthermore,
the investment company securities in which a Portfolio invests may decline in value. The SEC adopted certain regulatory changes and took
other actions related to the ability of an investment company to invest in the securities of another investment company. These changes
include, among other things, the rescission of certain SEC exemptive orders permitting investments in excess of the statutory limits and
the withdrawal of certain related SEC staff no-action letters, and the adoption of Rule 12d1-4 under the 1940 Act, which permits
the Portfolios to invest in other investment companies beyond the statutory limits, subject to certain conditions. Pursuant to Rule 12d1-4
and procedures approved by the Board, certain Portfolios may invest in certain ETFs in excess of the limits described above, provided
that the Glenmede Fund complies with Rule 12d1-4 and any other applicable investment limitations.
Each
Portfolio’s shares may be purchased by other investment companies, including other Portfolios of the Fund. An investment company’s
shares purchased by a Portfolio would be limited to 10% of the outstanding voting securities of the acquired investment company. For so
long as a Portfolio invests in or accepts investments by other affiliated investment companies, it will not purchase securities of other
investment companies, except to the extent permitted by the 1940 Act.
Market
Price Risk
The
NAV of a Portfolio’s shares and the value of your investment may fluctuate. The market prices of a Portfolio’s shares will
generally fluctuate in accordance with changes in NAV, changes in the intraday value of the Portfolio’s holdings, as well as the
relative supply of and demand for the shares on the listing exchange. Although it is expected that each Portfolio’s shares will
remain listed on an exchange, disruptions to creations and redemptions, the existence of market volatility or lack of an active trading
market for the shares (including through a trading halt), as well as other factors, may result in the shares trading significantly above
(at a premium to) or below (at a discount to) the Portfolio’s NAV or the intraday value of the Portfolio’s holdings. During
such periods, you may be unable to sell your shares or may incur significant losses if you sell your shares. There are various methods
by which investors can purchase and sell shares and various orders that may be placed. Investors should consult their financial intermediary
before purchasing or selling shares of the Portfolio. Neither the Advisor nor the Sub-Advisor can predict whether a Portfolio’s
shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces
at work in the secondary trading market for a Fund’s shares will be closely related to, but not identical to, the same forces influencing
the prices of the Portfolio’s holdings trading individually or in the aggregate at any point in time. Authorized participants may
be less willing to create or redeem Fund shares if there is a lack of an active market for such shares or a Portfolio’s underlying
investments, which may contribute to the Portfolio’s shares trading at a premium or discount to NAV. In
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addition,
unlike other types of ETFs, the Portfolios are not index funds. Each Portfolio is actively managed and does not seek to replicate the
performance of a specified index. There can be no assurance as to whether and/or the extent to which a Portfolio’s shares will trade
at premiums or discounts to NAV or to the intraday value of the Portfolio’s holdings.
No
Guarantee of Active Trading Market Risk
While
each Portfolio’s shares are listed on a national exchange, there can be no assurance that active trading markets for shares will
be maintained by market makers or authorized participants. Decisions by market makers or authorized participants to reduce their role
or “step away” from these activities in times of market stress may inhibit the effectiveness of the arbitrage process in maintaining
the relationship between the underlying value of a Portfolio’s holdings and the Portfolio’s NAV. Such reduced effectiveness
could result in a Portfolio’s shares trading at a discount to its NAV and also in greater than normal intraday bid/ask spreads for
the Portfolio’s shares.
Real
Estate Investment Trusts
Each
Portfolio may invest in real estate investment trusts (“REITs”). REITs are pooled investment vehicles which invest primarily
in real estate or real estate related loans. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity
and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection
of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Equity REITs may further be
categorized by the type of real estate securities they own, such as apartment properties, retail shopping centers, office and industrial
properties, hotels, healthcare facilities, manufactured housing and mixed property types. Mortgage REITs invest the majority of their
assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of
both equity and mortgage REITs. Like regulated investment companies such as the Portfolios, REITs are not taxed on income distributed
to shareholders provided they comply with certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”).
A Portfolio will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses
paid by the Portfolio.
Investing
in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such
REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not
diversified (except to the extent the Code requires) and are subject to the risks of financing projects. REITs are subject to heavy cash
flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to qualify for the exemption from tax for distributed
income under the Code and failing to maintain their exemptions from the 1940 Act. REITs (especially mortgage REITs) are also subject to
interest rate risks. Investing in REITs also involves risks similar to those associated with investing in small capitalization companies.
That is, they may have limited financial resources, may trade less frequently and in a limited volume and may be subject to abrupt or
erratic price movements in comparison to larger capitalization companies.
In
addition, the value of such securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers
of mortgage-related securities owned by a Portfolio. Because investments in mortgage-related securities are interest sensitive, the ability
of the issuer to reinvest or to reinvest favorably in underlying mortgages may be limited by government regulation or tax policy. For
example, action by the Board of Governors of the Federal Reserve System to limit the growth of the nation’s money supply may cause
interest rates to rise and thereby reduce the volume of new residential mortgages. Additionally, although mortgages and mortgage-related
securities are generally supported by some form of government or private guarantees and/or insurance, there is no assurance that private
guarantors or insurers will be able to meet their obligation. Lastly, the value of securities issued by REITs is affected by tax and regulatory
requirements. They also may be affected by general economic conditions and are subject to heavy cash flow dependency, defaults by borrowers
or tenants, self-liquidation at an economically disadvantageous time, and the possibility of failing to qualify for favorable tax treatment
under applicable U.S. or foreign law and/or to maintain exempt status under the 1940 Act.
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Options
Purchasing
Put and Call Options. The Global Secured Options ETF may purchase put and call
options on any securities in which it may invest and on securities indices. An option is a contract giving its owner the right, but not
the obligation, to buy (call) or sell (put) a specified instrument at a fixed price during a specified period. Options have various types
of underlying instruments, including specific securities and indices of securities prices. Futures contracts may underlay options written
by the Global Secured Options ETF.
By
purchasing a put option, the purchaser obtains the right to sell the option’s underlying instrument at a fixed strike price within
a specified time period. In return for this right, the purchaser pays the current market price (premium) for the option. The purchaser
may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the
strike price. A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if
a liquid secondary market exists.
The
Portfolio will normally purchase put options in anticipation of a decline in the market value of securities or index. The Portfolio will
ordinarily realize a gain if, during the option period, the value of the underlying instrument decreases below the exercise price sufficiently
to more than cover the premium and transaction costs; otherwise the Portfolio will realize either no gain or will suffer a loss on the
premium paid for the put option. Gains and losses on the purchase of put options will tend to be offset by countervailing changes in the
value of the underlying portfolio securities.
The
features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the option’s strike price within a specified time period. A Portfolio
normally purchases call options in anticipation of an increase in the market value of the underlying instrument. A Portfolio will ordinarily
realize a gain if, during the option period, the value of such securities exceeds the sum of the exercise price, the premium paid and
transaction costs; otherwise the Portfolio will realize either no gain or will suffer a loss on the premium paid for the call option.
Writing
Put and Call Options. The Global Secured Options ETF may write covered put and
call options on any securities in which it may invest and on securities indices. The writer (seller) of a put or call option takes the
opposite side of the transaction from the option’s purchaser. In return for receipt of the premium, the writer of a put option assumes
the obligation to pay the strike price for or purchase the option’s underlying instrument if the other party to the option chooses
to exercise it within a specified time period. The writer may seek to terminate a position in a put option before exercise by closing
out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer
must continue to be prepared to pay the strike price while the option is outstanding, regardless of price change.
If
security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close
out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than
the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate
the effects of the decline.
Writing
a call option obligates the writer to sell or deliver the option’s underlying instrument, in return for the strike price, upon exercise
of the option within a specified time period. The characteristics of writing call options are similar to those of writing put options,
except that writing calls is generally a profitable strategy if prices remain the same or fall. Through receipt of the option premium,
a call writer mitigates the effects of a price decline. At the same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in
security price increases. At the same time, the seller retains the risk of loss from a decline in the value of the underlying security
during the option period. Although the seller may terminate its obligation by executing a closing purchase transaction, the cost of effecting
such a transaction may be greater than the premium received upon its sale, resulting in a loss to the seller. If such an option expires
unexercised, the seller realizes a gain equal to the premium received. Such a gain may be offset or exceeded by a decline in the market
value of the underlying security during the option period. If an option is exercised, the exercise price, the premium received and the
change in the market value of the underlying security during the option period determine the gain or loss realized by the seller. If the
Portfolio writes a call option on a security it does not hold and the option is exercised by the buyer, the Portfolio will temporarily
be in a short position until the underlying security is purchased and delivered to the buyer.
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Options
on Securities Indices. The Global Secured Options ETF may write (sell) and buy
options on securities indices. An option on a securities index is generally similar to an option on an individual stock, but an option
on a securities index is settled only in cash. The exercising holder of an index option, instead of receiving a security, receives the
difference between the closing price of the securities index and the exercise price of the index option times a specified multiple ($100
in the case of the S&P 500® Index). The seller of index options may realize a gain or loss according to movement in
the level of securities prices in that index and in the securities markets generally. The Portfolio will purchase and sell put and call
options on securities indices for the same purposes as it will purchase and sell options on individual securities.
The
Portfolio can execute a closing purchase transaction with respect to the option it has sold and sells another option (with either a different
exercise price or expiration date or both). The cost of a closing transaction, while reducing the premium income realized from the sale
of the option, should be offset, at least in part, by appreciation in the value of the underlying index (to the extent movements in the
Portfolio’s securities portfolio are positively correlated with the value of the index underlying the option), and by the opportunity
to realize additional premium income from selling a new option.
When
the Portfolio sells an index call option, it does not deliver the underlying stocks or cash to the broker through whom the transaction
is effected. In the case of an exchange-traded option, the Portfolio establishes an escrow account. The Glenmede Fund’s custodian
(or a securities depository acting for the custodian) acts as the Glenmede Fund’s escrow agent. The escrow agent enters into documents
known as escrow receipts with respect to the stocks included in the Portfolio (or escrow receipts with respect to other acceptable securities).
The escrow agent releases the stocks from the escrow account when the call option expires or the Portfolio enters into a closing purchase
transaction. Until such release, the underlying stocks cannot be sold by the Portfolio. The Portfolio may enter into similar collateral
arrangements with the counterparty when it sells over the counter index call options.
The
purchaser of an index call option sold by the Portfolio may exercise the option at a price fixed as of the closing level of the index
on the date of exercise. Unless the Portfolio has liquid assets sufficient to satisfy the exercise of the index call option, the Portfolio
would be required to liquidate portfolio securities to satisfy the exercise. The market value of such securities may decline between the
time the option is exercised and the time the Portfolio is able to sell the securities. If the Portfolio fails to anticipate an exercise,
it may have to borrow from a bank pending settlement of the sale of the portfolio securities and thereby incurring interest charges. If
trading is interrupted on the index option markets, the Portfolio would not be able to close out its option positions.
The
Portfolio reserves the right to modify its coverage policies in the future to comply with any changes in positions from time to time articulated
by the SEC or its staff.
Combined
Positions. The Global Secured Options ETF may use combined positions. A combined
position involves purchasing and writing options in combination with each other, or, in the case of the Global Secured Options ETF, in
combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing
a put option and writing a call option on the same underlying instrument would construct a combined position whose risk and return characteristics
are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price
and buying a call option at a lower price, to reduce the risk of the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open
and close out.
Over-the-Counter
Options. The Global Secured Options ETF may use combined OTC options. Unlike exchange-traded
options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms
of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract.
While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally
are less liquid and involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the
exchanges where they are traded. In addition, OTC options are not subject to the same type of government regulation as exchange-traded
options, and many of the protections afforded to participants in a regulated environment may not be available in connection with the OTC
transactions.
Swaps.
The Global Secured Options ETF may enter into swaps, including security-based swaps
(herein, “swaps”), for hedging purposes or to seek to increase total return. In a standard swap transaction, two parties agree
to pay or exchange the returns (or differentials in rates of return) earned or realized on particular assets, which may be adjusted for
transaction costs, interest payments, dividends paid on the referenced assets or other factors. The gross returns to be paid or “swapped”
between the parties are generally calculated with respect to a “notional amount,” for example, the increase or decrease in
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value
of a particular dollar amount invested in the assets. The agreement can be individually negotiated and structured to include exposure
to a variety of different types of investments or market factors. For example, index swaps involve the exchange by a party with another
party of the respective amounts payable with respect to the notional principal amount at interest rates equal to specified indices; interest
rate swaps involve the exchange by a party with another party of their respective commitments to pay or receive interest, such as an exchange
of fixed rate payments for floating rate payments; and equity swaps are generally contracts that obligate one party to pay the positive
return and the other party to pay the negative return on a specific security or basket of securities.
Under
a swap, payments may be made at the conclusion of the swap or periodically during its term. Normally, however, the Advisor may terminate
a swap contract prior to its term, subject to any potential termination fee that is in addition to a Portfolio’s accrued obligation
under the swap.
The
Portfolio will generally enter into swaps on a net basis, which means that the two payment streams are netted out, with the Portfolio
receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of a swap contract
or periodically during its term. Since swaps normally do not involve the delivery of securities or other underlying assets, the risk of
loss with respect to swaps is normally limited to the net amount of payments that the Portfolio is contractually obligated to make. If
the other party to a swap defaults, the Portfolio’s risk of loss consists of the net amount of payments that the Portfolio is contractually
entitled to receive, if any. Inasmuch as these transactions are entered into for hedging purposes, the Portfolio and the Advisor believe
that transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the
Portfolio’s borrowing restrictions.
Futures
Contracts. The Global Secured Options ETF may purchase futures contracts. In purchasing
a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract,
the seller agrees to sell a specified underlying instrument at a specified future date. The price at which the purchase and sale will
take place is fixed when the buyer and seller enter into the contract. Some currently available futures contracts are based on specific
securities and some are based on indices of securities prices. Futures can be held until their delivery dates, or can be closed out before
then if a liquid secondary market is available.
The
value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase the purchaser’s exposure to positive and negative price fluctuations in the underlying instrument,
much as if it had purchased the underlying instrument directly. When selling a futures contract, by contrast, the value of the futures
position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold. However, there is a risk that the price behavior
of the futures contract may not correlate with that of the instrument being hedged.
Options
on Futures Contracts. The Global Secured
Options ETF may transact in options on futures contracts. An option on a futures contract, as contrasted with the direct investment in
such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures contract
at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the
futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in
the writer’s futures margin account that represents the amount by which the market price of the futures contract exceeds (in the
case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. The potential for loss
related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. The potential
for loss related to writing options is unlimited.
Risks
of Futures Contracts. While the Global Secured Options ETF may benefit from the
use of futures and options on futures, unanticipated changes in securities prices may result in poorer overall performance than if the
Portfolio had not entered into any futures contracts or options transactions. Because perfect correlation between a futures position and
a portfolio position that is intended to be protected is impossible to achieve, the desired protection may not be obtained and the Portfolio
may be exposed to additional risk of loss. The loss incurred by the Portfolio in entering into futures contracts and in writing call options
on futures is potentially unlimited and may exceed the amount of the premium received. In addition, futures markets are highly volatile
and the use of futures may increase the volatility of the Portfolio’s NAV. As a result of the low margin deposits normally required
in futures trading, a relatively small price movement in a futures contract may result in substantial losses to the Portfolio.
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In
addition, there is no assurance a liquid secondary market will exist for any particular options or futures contract at any particular
time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument’s
current price. In addition, exchanges may establish daily price fluctuation limits for options and futures contracts, and may halt trading
if a contract’s price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation
limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of
unfavorable positions, and potentially could require the Portfolio to continue to hold a position until delivery or expiration regardless
of changes in its value.
The
Portfolio reserves the right to modify its asset segregation policies in the future to comply with any changes in the positions from time
to time articulated by the SEC or its staff.
Repurchase
Agreements
Each
Portfolio may enter into repurchase agreements with qualified brokers, dealers, banks and other financial institutions deemed creditworthy
by the Advisor. The Global Secured Options ETF may enter into repurchase agreements if entering into such agreements would cause, at the
time of entering into such agreements, more than 20% of the value of the total assets of the Portfolio to be subject to repurchase agreements.
The Disciplined International Equity ETF will generally enter into repurchase transactions to invest cash reserves and for temporary defensive
purposes.
In
effect, by entering into a repurchase agreement, the Portfolio is lending its funds to the seller at the agreed upon interest rate, and
receiving a security as collateral for the loan. Such agreements can be entered into for periods of one day (overnight repo) or for a
fixed term (term repo). Repurchase agreements are a common way to earn interest income on short-term funds.
In
a repurchase agreement, a Portfolio purchases a security and simultaneously commits to resell that security at a future date to the seller
(a qualified bank or securities dealer) at an agreed upon price plus an agreed upon market rate of interest (itself unrelated to the coupon
rate or date of maturity of the purchased security). The seller under a repurchase agreement will be required to maintain the value of
the securities which are subject to the agreement and held by a Portfolio at not less than the agreed upon repurchase price.
If
the seller defaults on its repurchase obligation, a Portfolio holding such obligation will suffer a loss to the extent that the proceeds
from a sale of the underlying securities (including accrued interest) were less than the repurchase price (including accrued interest)
under the agreement. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities
by a Portfolio might be delayed pending court action.
Repurchase
agreements that do not provide for payment to a Portfolio within seven days after notice without taking a reduced price are considered
illiquid investments.
Reverse
Repurchase Agreements
The
Disciplined International Equity ETF may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Portfolio sells
a security and simultaneously commits to repurchase that security at a future date from the buyer. In effect, a Portfolio is temporarily
borrowing funds at an agreed upon interest rate from the purchaser of the security, and the sale of the security represents collateral
for the loan. The Portfolio retains record ownership of the security and the right to receive interest and principal payments on the security.
At an agreed upon future date, the Portfolio repurchases the security by remitting the proceeds previously received, plus interest. In
certain types of agreements, there is no agreed upon repurchase date and interest payments are calculated daily, often based on the prevailing
overnight repurchase rate. These agreements, which are treated as if reestablished each day, are expected to provide the Portfolio with
a flexible borrowing tool. Reverse repurchase agreements are considered to be borrowings by a Portfolio under the 1940 Act. Rule 18f-4
under 1940 Act permits a Portfolio to enter into reverse repurchase agreements and similar financing transactions (e.g., recourse and
nonrecourse tender option bonds, borrowed bonds) notwithstanding the limitation on the issuance of senior securities in Section 18 of
the 1940 Act, provided that the Portfolio either (i) complies with the 300% asset coverage ratio with respect to such transactions and
any other borrowings in the aggregate, or (ii) treats such transactions as derivative transactions under Rule 18f-4.
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A
Portfolio’s investment of the proceeds of a reverse repurchase agreement is the speculative factor known as leverage. The Portfolio
may enter into a reverse repurchase agreement only if the interest income from investment of the proceeds is greater than the interest
expense of the transaction and the proceeds are invested for a period no longer than the term of the agreement. The Portfolio will maintain
liquid securities at least equal to its purchase obligations under these agreements. The Advisor will consider the creditworthiness of
the other party in determining whether a Portfolio will enter into a reverse repurchase agreement.
The
use of reverse repurchase agreements involves certain risks. For example, the securities acquired by a Portfolio with the proceeds of
such an agreement may decline in value, although the Portfolio is obligated to repay the proceeds. In addition, the market value of the
securities sold by a Portfolio may decline below the repurchase price, to which the Portfolio remains committed.
Securities
Lending
The
Disciplined International Equity ETF may lend its portfolio securities with a value of up to one-third of its total assets (including
the value of the collateral for the loans) to qualified brokers, dealers, banks and other financial institutions who need to borrow securities
in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities or completing arbitrage
operations. By lending its investment securities, a Portfolio attempts to increase its income through the receipt of interest on the loan.
Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of
the Portfolio. A Portfolio may lend its portfolio securities only when the terms, the structure and the aggregate amount of such loans
are not inconsistent with the 1940 Act or the rules and regulations or interpretations of the SEC thereunder. All relevant facts and circumstances,
including the creditworthiness of the broker, dealer or institution, will be considered by the Advisor in making decisions with respect
to the lending of securities, subject to review by the Board.
When
lending portfolio securities, the securities may not be available to a Portfolio on a timely basis. Therefore, a Portfolio may lose the
opportunity to sell the securities at a desirable price. Such loans would also involve risks of delay in receiving additional collateral
if the value of the collateral decreases below the value of the securities loaned or even the loss of rights to the collateral should
the borrower of the securities fail financially. Additionally, if a borrower of securities files for bankruptcy or becomes insolvent,
disposition of the securities may be delayed pending court action. A Portfolio may also record realized gain or loss on securities deemed
sold due to a borrower’s inability to return securities on loan. A Portfolio may, from time to time, pay negotiated fees in connection
with the lending of securities. State Street Bank and Trust Company (“State Street”) serves as the Fund’s securities
lending agent. For these services, the lending agent receives a fee based on the income earned on a Portfolio’s investment of cash
received as collateral for the loaned securities, a portion of any loan premium paid by the borrower, and reimbursement of expenses advanced
as a result of a Portfolio’s securities lending activities, if any.
The
lending agent may, on behalf of the Portfolios, invest the cash collateral received in short-term money market instruments, including
commercial paper, money market mutual funds, certificates of deposit, time deposits and other short-term bank obligations, securities
issued by the U.S. Government, its agencies or instrumentalities, repurchase agreements and other highly rated liquid investments. These
investments may include mutual funds, with respect to which State Street and/or its affiliates provide investment management or advisory,
trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated.
Secondary
Trading Market Issues Risk
Trading
in shares on an exchange may be halted due to market conditions or for reasons that, in the view of the exchange, make trading in shares
inadvisable. In addition, trading in shares on an exchange is subject to trading halts caused by extraordinary market volatility pursuant
to the exchange’s “circuit breaker” rules. If a trading halt or unanticipated early closing of exchange occurs, a shareholder
may be unable to purchase or sell shares of a Portfolio. There can be no assurance that the exchange’s requirements for maintaining
the listing of a Portfolio will continue to be met or will remain unchanged.
While
the creation/redemption feature is designed to make it likely that shares normally will trade close to a Portfolio’s NAV, market
prices are not expected to correlate exactly to the Portfolio’s NAV due to timing reasons, supply and demand imbalances and other
factors. In addition, disruptions to creations and redemptions, adverse developments impacting market makers, authorized participants
or other market participants, high market volatility or lack of an active trading
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market
for the shares (including through a trading halt) may result in market prices for shares of a Portfolio that differ significantly from
its NAV or to the intra-day value of the Portfolio’s holdings. If an investor purchases shares at a time when the market price is
at a premium to the NAV of the shares or sells at a time when the market price is at a discount to the NAV of the shares, then the investor
may sustain losses.
Given
the nature of the relevant markets for certain of the securities held by a Portfolio, shares may trade at a larger premium or discount
to NAV than shares of other kinds of ETFs. In addition, the securities held by a Portfolio may be traded in markets that close at a different
time than the exchange on which the Portfolio is listed. Liquidity in those securities may be reduced after the applicable closing times.
Accordingly, during the time when such exchange is open but after the applicable market closing, fixing or settlement times, bid/ask spreads
and the resulting premium or discount to the shares’ NAV may widen.
When
you buy or sell shares of a Portfolio through a broker, you will likely incur a brokerage commission or other charges imposed by brokers.
In addition, the market price of shares, like the price of any exchange-traded security, includes a “bid- ask spread” charged
by the market makers or other participants that trade the particular security. The spread of a Portfolio’s shares varies over time
based on the Portfolio’s trading volume and market liquidity and may increase if the Portfolio’s trading volume, the spread
of the Portfolio’s underlying securities, or market liquidity decrease. In times of severe market disruption, including when trading
of a Portfolio’s holdings may be halted, the bid-ask spread may increase significantly. This means that shares may trade at a discount
to a Portfolio’s NAV, and the discount is likely to be greatest during significant market volatility.
Shares
of a Portfolio, similar to shares of other issuers listed on a stock exchange, may be sold short and are, therefore, subject to the risk
of increased volatility and price decreases associated with being sold short.
U.S.
Government Obligations
The
Portfolios may invest in obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities.
Direct
obligations of the U.S. Government such as Treasury bills, notes and bonds are supported by its full faith and credit. Indirect obligations
issued by Federal agencies and government-sponsored entities generally are not backed by the full faith and credit of the U.S. Treasury.
Some of these indirect obligations may be supported by the right of the issuer to borrow from the Treasury; others are supported by the
discretionary authority of the U.S. Government to purchase the agency’s obligations; still others are supported only by the credit
of the instrumentality. Further, from time to time, uncertainty regarding the status of negotiations in the U.S. government to increase
the statutory debt ceiling could impact the creditworthiness of the U.S. and could impact the liquidity of the U.S. Government securities
markets and ultimately the Portfolios. Please refer to Appendix A for further information about U.S. Government obligations.
“When
Issued,” “Delayed Settlement” and “Forward Delivery” Securities
Each
Portfolio may purchase and sell securities on a “when issued,” “delayed settlement” or “forward delivery”
basis. “When issued” or “forward delivery” refers to securities whose terms and indenture are available and for
which a market exists, but which are not available for immediate delivery. Securities purchased or sold on a when-issued or delayed- delivery
basis may be settled after a period longer than the regular settlement time of trade date plus two business days. “Delayed settlement”
is a term used to describe settlement of a securities transaction in the secondary market which will occur sometime in the future.
A
Portfolio will engage in “when issued” transactions to obtain what is considered to be an advantageous price and yield at
the time of the transaction. When a Portfolio engages in “when issued,” “delayed settlement” or “forward
delivery” transactions, it will do so for the purpose of acquiring securities consistent with its investment objective and policies
and not for the purpose of speculation. Each Portfolio’s “when issued,” “delayed settlement” and “forward
delivery” commitments are not expected to exceed 30% of its total assets absent unusual market circumstances. Subject to the Delayed-Settlement
Securities Provision of Rule 18f-4 and consistent with the requirements discussed under “Derivative Instruments,” above, each
Portfolio will only sell securities on a when issued, delayed settlement or forward delivery basis to offset securities purchased on a
when-issued, delayed settlement or forward delivery basis.
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Securities
purchased or sold on a “when issued,” “delayed settlement” or “forward delivery” basis are subject
to changes in value based upon changes in the general level of interest rates. In when-issued and delayed settlement transactions, a Portfolio
relies on the seller to complete the transaction; the seller’s failure to do so may cause a Portfolio to miss an advantageous price
or yield.
Continuous
Offering
The
method by which Creation Unit Aggregations of shares are created and traded may raise certain issues under applicable securities laws.
Because new Creation Unit Aggregations of shares are issued and sold by the Portfolios on an ongoing basis, at any point a “distribution,”
as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part
may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.
For
example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Unit Aggregations after placing
an order with the Fund’s Distributor ([] (the “Distributor”)), breaks them down into constituent shares, and sells such
shares directly to customers, or if it chooses to couple the creation of a supply of new shares with an active selling effort involving
solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act
must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular
case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating
in the distribution of shares, generally are required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(a)(3)
of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur
a prospectus delivery obligation with respect to shares of a Portfolio are reminded that, pursuant to Rule 153 under the Securities
Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with the
sale on the Listing Exchange is satisfied by the fact that the prospectus is available at the Listing Exchange upon request. The prospectus
delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
PRICE
OF PORTFOLIO SHARES
The
NAV per share of each class of shares of each Portfolio is determined by dividing the total market value of its investments and other
assets, less liabilities allocated to that share class, by the total number of its shares outstanding of that class.
Equity
securities and options listed on a U.S. securities exchange, including ETFs, for which quotations are readily available are valued at
the last quoted sale price as of the close of the exchange’s regular trading hours on the day the valuation is made. Price information
on listed securities is taken from the exchange where the security is primarily traded. Unlisted U.S. equity securities and listed securities
not traded on the valuation date for which market quotations are readily available are valued not in excess of the asked prices or less
than the bid prices. If no sales are reported, listed options are valued at the mean of the bid and ask price. Investments in open-ended
investment companies are valued at their respective NAVs as reported by such companies.
Marketable
fixed-income securities are valued according to the broadest and most representative market, which will ordinarily be the OTC market,
at the most recent quoted bid price, or when stock exchange valuations are used, at the latest quoted sale price on the day of valuation.
If there is not such a reported sale, the latest quoted bid price will be used. NAV includes interest on fixed-income securities which
is accrued daily. In addition, bond and other fixed-income securities may be valued on the basis of prices provided by a pricing service
or by using a matrix or formula, when a Portfolio’s advisor believes such prices reflect the fair market value of such securities.
The prices provided by a pricing service are determined without regard to bid or last sale prices, but take into account institutional
size trading in similar groups of securities and any developments related to specific securities. The matrix pricing method values securities
by reference to prices of comparable securities obtained from sources the Portfolio’s advisor deems accurate and reliable. Debt
securities with maturities of 60 days or less at the time of purchase are valued at amortized cost, which does not take into account unrealized
gains or losses. The amortized cost method involves valuing an instrument at its cost and thereafter assuming a
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constant
amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the
instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized
cost, is higher or lower than the price the Portfolio would receive if it sold the instrument.
Securities
listed on a foreign exchange and unlisted foreign securities are valued at the latest quoted sales price available when assets are valued.
For the Global Secured Options ETF and Disciplined International Equity ETF, if a subsequent occurrence, based on the movement of an index,
is believed to have changed such value, however, the Fund may use a fair valuation model to value those securities in order to adjust
for events which may occur between the close of the foreign exchanges and the close of the NYSE. Foreign securities for which market quotations
are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that
is intended to reflect their fair value as determined in accordance with procedures approved by the Board. Foreign securities may trade
on days when shares of a Portfolio are not priced; and as a result, the NAV of shares of such Portfolio may change on days when shareholders
will not be able to purchase or redeem the Portfolio’s shares. Foreign currency amounts are translated into U.S. dollars at the
bid prices of such currencies against U.S. dollars last quoted by a major bank.
When
market quotations are unavailable or when events occur that make established valuation methods unreliable, the Portfolios’ investments
will be valued at fair value as determined in good faith using methods determined by the Board. The Board has designated the Advisor to
serve as the valuation designee (in such capacity, the “Valuation Designee”) with respect to the Portfolios’ securities
for which valuations are not readily available. The Valuation Designee works with State Street, the Fund’s custodian, to regularly
test the accuracy of the fair value prices by comparing them with values that are available from other sources. At each regularly scheduled
Board meeting, a report by the Valuation Designee is submitted describing any security that has been fair valued and the basis for the
fair value determination.
Shares
are purchased or sold on a national securities exchange at market prices, which may be higher or lower than NAV. No secondary sales will
be made to brokers or dealers at a concession by the Distributor or by the Portfolio. Purchases and sales of shares in the secondary market,
which will not involve the Fund, will be subject to customary brokerage commissions and charges. Transactions in shares will be priced
at NAV only if you purchase or redeem shares directly from a Portfolio in Creation Units.
The
Disciplined International Equity ETF and Global Secured Options ETF may engage in active short-term trading to benefit from price disparities
among different issues of securities or among the markets for equity securities, or for other reasons. The other Portfolios will not normally
engage in short-term trading, but reserve the right to do so. It is anticipated that the portfolio turnover may vary greatly from year
to year as well as within a particular year, and may be affected by changes in the holdings of specific issuers, changes in country and
currency weightings, cash requirements for redemption of shares and by requirements which enable the Portfolios to receive favorable tax
treatment. The Portfolios are not restricted by policy with regard to portfolio turnover and will make changes in their investment portfolio
from time to time as business and economic conditions as well as market prices may dictate.
A
high portfolio turnover rate can result in corresponding increases in brokerage commissions; however, the Advisor will not consider turnover
rate a limiting factor in making investment decisions consistent with that Portfolio’s investment objective and policies.
The
portfolio turnover rate disclosed in the financial highlights for the Global Secured Options Portfolio for the fiscal year ended October 31,
2024 was zero because all trading activity in the Portfolio during that year was short term and is excluded for portfolio turnover calculations.
The portfolio turnover rate disclosed in the financial highlights for the Global Secured Options Portfolio for the fiscal year ended October 31,
2025 was higher than the prior fiscal year because trading activity in the Portfolio included longer term investments.
DISCLOSURE
OF PORTFOLIO HOLDINGS
As
ETFs, information about each Portfolio’s portfolio holdings is made available on a daily basis in accordance with the regulations
of each Portfolios’ Listing Exchange and other applicable SEC regulations, orders and no-action relief. In addition, the Portfolios
described in this SAI currently intend to publish certain other portfolio characteristics information
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on
the Fund’s website on a daily basis. Such information typically reflects a Portfolio’s anticipated portfolio holdings as of
the next Business Day. This information is used in connection with the creation and redemption process and is disseminated on a daily
basis through the facilities of the Listing Exchange, the National Securities Clearing Corporation (“NSCC”) and/or third-party
service providers.
A
“Business Day” is any day on which the Listing Exchange is open for business. As of the date of this SAI, the Listing Exchange
observes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial
Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The
Advisor will disclose on its website at the start of each Business Day the identities and quantities of the securities and other assets
held by each Fund that will form the basis of the Portfolio’s calculation of its NAV on that Business Day. The portfolio holdings
so disclosed are based on information as of the close of business on the prior Business Day and/or trades that have been completed prior
to the opening of business on that Business Day and that are expected to settle on that Business Day.
Each
Portfolio is subject to the following restrictions. The numbered restrictions are fundamental policies and may not be changed without
the approval of the lesser of: (1) 67% of the voting securities of the affected Portfolio present at a meeting if the holders of more
than 50% of the outstanding voting securities of the affected Portfolio are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of the affected Portfolio.
The
Disciplined International Equity ETF will not:
|
(1)
|
invest in commodities
or commodity contracts, except that the Portfolio may invest in futures contracts and options; |
|
(2)
|
purchase or sell real
estate, although it may purchase and sell securities of companies which deal in real estate and may purchase and sell securities which
are secured by interests in real estate; |
|
(3)
|
make loans, except (i)
by purchasing bonds, debentures or similar obligations (including repurchase agreements, subject to the limitation described in investment
limitation (9) below, and money market instruments, including bankers’ acceptances and commercial paper, and selling securities
on a when issued, delayed settlement or forward delivery basis) which are publicly or privately distributed, and (ii) by lending its portfolio
securities to banks, brokers, dealers and other financial institutions so long as such loans are not inconsistent with the 1940 Act or
the rules and regulations or interpretations of the SEC thereunder; |
|
(4)
|
purchase on margin or sell
short, except as specified above in investment limitation (1); |
|
(5)
|
purchase more than 10% of
any class of the outstanding voting securities of any issuer; |
|
(6)
|
issue senior securities,
except that the Portfolio may borrow money in accordance with investment limitation below, purchase securities on a when issued, delayed
settlement or forward delivery basis and enter into reverse repurchase agreements; |
|
(7)
|
borrow money, except
as a temporary measure for extraordinary or emergency purposes, and then not in excess of 10% of its total assets at the time of the borrowing
(entering into reverse repurchase agreements and purchasing securities on a when issued, delayed settlement or forward delivery basis
are not subject to this investment limitation); |
|
(8)
|
pledge, mortgage, or
hypothecate any of its assets to an extent greater than 10% of its total assets at fair market value, except as described in the Prospectus
and this SAI and in connection with entering into futures contracts, but the deposit of assets in a segregated account in connection with
the writing of covered put and call options and the purchase of securities on a when issued, delayed settlement or forward delivery basis
and collateral arrangements with respect to initial or variation margin for futures contracts will not be deemed to be pledges of a Portfolio’s
assets or the purchase of any securities on margin for purposes of this investment limitation; |
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|
(9)
|
underwrite the securities
of other issuers or invest more than an aggregate of 10% of the total assets of the Portfolio, at the time of purchase, in securities
for which there are no readily available markets, including repurchase agreements which have maturities of more than seven days or, in
the case of the Portfolio, securities subject to legal or contractual restrictions on resale; |
|
(10)
|
invest for the purpose of
exercising control over management of any company; |
|
(11)
|
invest its assets in
securities of any investment company, except in connection with mergers, acquisitions of assets or consolidations and except as may otherwise
be permitted by the 1940 Act; |
|
(12)
|
acquire any securities
of companies within one industry if, as a result of such acquisition, more than 25% of the value of the Portfolio’s total assets
would be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities; and |
|
(13)
|
write or acquire options
or interests in oil, gas or other mineral exploration or development programs. |
|
(14)
|
with respect to 75% of
its total assets, invest more than 5% of its total assets at the time of purchase in the securities of any single issuer (other than obligations
issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities). |
If
the Portfolio’s borrowings are in excess of 5% (excluding overdrafts) of its total net assets, additional portfolio purchases will
not be made until the amount of such borrowing is reduced to 5% or less.
With
respect to the Disciplined International Equity ETF, borrowings including reverse repurchase agreements and securities purchased on a
when issued, delayed settlement or forward delivery basis may not exceed 331∕3% of the Portfolio’s total net assets.
With
respect to investment limitations (7) and (8), the Disciplined International Equity ETF may borrow money as a temporary measure for extraordinary
or emergency purposes, enter into reverse repurchase agreements and purchase securities on a when-issued, delayed settlement or forward
delivery basis, which activities may involve a borrowing, provided that the aggregate of such borrowings shall not exceed 331∕3%
of the value of the Portfolio’s total assets (including the amount borrowed) less liabilities (other than borrowings) and may pledge
up to 331∕3% of the value of its total assets to secure borrowings.
As
a matter of policy, which may be changed by the Board for any Portfolio without shareholder approval, with respect to limitation (12),
the Portfolio will not invest more than 25% of the value of their respective total assets in instruments issued by U.S. banks.
In
addition, with respect to investment limitation (12), (a) there is no limitation with respect to (i) instruments issued or guaranteed
by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned
finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the
activities of the parents; and (c) utilities will be divided according to their services; for example, gas, gas transmission, electric
and gas, electric and telephone will each be considered a separate industry.
With
regard to limitation (13), the purchase of securities of a corporation, a subsidiary of which has an interest in oil, gas or other mineral
exploration or development programs shall not be deemed to be prohibited by the limitation.
The
Global Secured Options ETF will not:
|
(1)
|
invest in commodities
or commodity contracts, except that the Portfolio may invest in futures contracts, options, swaps and other derivative instruments; |
|
(2)
|
purchase or sell real
estate, although it may purchase and sell securities of companies which deal in real estate and may purchase and sell securities which
are secured by interests in real estate; |
|
(3)
|
make loans, except (1)
by purchasing bonds, debentures or similar obligations (including repurchase agreements and money market instruments, including bankers’
acceptances and commercial paper, and selling |
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securities
on a when issued, delayed settlement or forward delivery basis) which are publicly or privately distributed, and (2) by lending its portfolio
securities to banks, brokers, dealers and other financial institutions so long as such loans are not inconsistent with the 1940 Act or
the rules and regulations or interpretations of the SEC thereunder;
|
(4)
|
purchase more than 10% of
any class of the outstanding voting securities of any issuer; |
|
(5)
|
issue senior securities
to the extent such issuance would violate applicable law; |
|
(6)
|
borrow money, except
(1) as a temporary measure for extraordinary or emergency purposes, and then not in excess of 10% of its total assets at the time of the
borrowing (entering into reverse repurchase agreements, and purchasing securities on a when issued, delayed settlement or forward delivery
basis are not subject to this investment limitation), (2) the Portfolio may obtain such short-term credits as may be necessary for the
clearance of purchases and sales of portfolio securities, and (3) the Portfolio may purchase securities on margin to the extent permitted
by applicable law. Derivative transactions such as options, futures contracts and swaps are not considered to involve borrowings of money
and are not subject to these restrictions; |
|
(7)
|
pledge, mortgage, or
hypothecate any of its assets to an extent greater than 10% of its total assets at fair market value, except as described in the Prospectus
and this SAI and in connection with entering into futures contracts, but the deposit of assets in a segregated account in connection with
futures, swaps, put and call options and the purchase of securities on a when issued, delayed settlement or forward delivery basis or
other permitted investment techniques and collateral arrangements with respect to initial or variation margin for such transactions will
not be deemed to be pledges or other encumbrance of the Portfolio’s assets or the purchase of any securities on margin for purposes
of this investment limitation; |
|
(8)
|
invest for the purpose of
exercising control over management of any company; |
|
(9)
|
invest its assets in
securities of any investment company, except in connection with mergers, acquisitions of assets or consolidations and except as may otherwise
be permitted by the 1940 Act; |
|
(10)
|
acquire any securities
of companies within one industry if, as a result of such acquisition, more than 25% of the value of the Portfolio’s total assets
would be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase
of obligations issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities; |
|
(11)
|
invest in interests in oil,
gas or other mineral exploration or development programs; |
|
(12)
|
with respect to 75% of
its total assets, invest more than 5% of its total assets at the time of purchase in the securities of any single issuer (other than obligations
issued or guaranteed by the U.S. Government, its agencies, enterprises or instrumentalities); and |
|
(13)
|
underwrite the securities
of other issuers, except to the extent that the sale of portfolio securities by the Portfolio may be deemed to be an underwriting. |
As
a matter of policy which may be changed by the Board without shareholder approval, the Portfolio will not invest more than an aggregate
of 15% of the net assets of the Portfolio, at the time of purchase, in illiquid securities.
In
addition, with respect to investment limitation (10), (a) there is no limitation with respect to (i) instruments issued or guaranteed
by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned
finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the
activities of the parents; and (c) utilities will be divided according to their services; for example, gas, gas transmission, electric
and gas, electric and telephone will each be considered a separate industry.
With
regard to limitation (11), the purchase of securities of a corporation, a subsidiary of which has an interest in oil, gas or other mineral
exploration or development programs shall not be deemed to be prohibited by the limitation.
If
a percentage restriction is adhered to at the time an investment is made, a later increase in percentage resulting from a change in value
or assets will not constitute a violation of such restriction except as to limitations on borrowings.
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The
Fund’s officers, under the supervision of the Board, manage the day-to-day operations of the Fund. The Board members set broad policies
for the Fund and choose its officers. The Fund’s Board members hold office until the earliest of (i) the next meeting of shareholders,
if any, called for the purpose of considering the election or re- election of such member and until the election and qualification of
his/her successor, if any, elected at such meeting, or (ii) the date he or she dies, resigns or retires, or is removed by the Board or
shareholders. The Fund’s Officers are elected by the Board and hold office for the term of one year and until his or her successor
is duly elected and qualified, or until he or she dies, resigns, is removed, or becomes disqualified.
Board
Members and Officers
The
following is a list of the Board members and officers of the Fund, their ages, their principal occupations during the past five years,
the number of currently-offered portfolios that they oversee in the Fund’s complex, and other directorships they hold. Unless otherwise
indicated below, the address of each Board member and Officer is c/o Glenmede Investment Management LP, 1650 Market Street, Suite 4000,
Philadelphia, PA 19103.
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Interested
Directors(1) |
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|
|
|
Mary
Ann B. Wirts
Year
of Birth: 1951 |
|
|
Director
of Glenmede Fund (since June 2020) |
|
|
Managing
Director and Chief Administrative Officer of Glenmede Trust (until 2020); Managing Director and Chief Administrative Officer of Glenmede
Investment Management LP (2006-2020); First Vice President and Managing Director of Fixed Income of Glenmede Advisers (2000-2006). |
|
|
[14] |
|
|
None
|
|
Roger
Sayler
Year
of Birth: [ ] |
|
|
Director
of Glenmede Fund (since June 2026) |
|
|
[•] |
|
|
[14] |
|
|
[•]
|
|
Independent
Directors(2) |
|
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|
Andrew
Phillips
Year
of Birth: 1962 |
|
|
Director
of Glenmede Fund (since September 2022) |
|
|
Adjunct
Professor - College of Management (since 2021), Long Island University; Senior Performance Officer (2013 - 2015), Global Head of Institutional
and Alternatives Product Strategy (2012 - 2013), Global Chief Performance Officer (2010 - 2012), Global Chief Operating Officer (2007
- 2010) and Managing Director - Americas Fixed Income Executive Team, BlackRock, Inc. |
|
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[14] |
|
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None
|
|
|
|
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|
|
|
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|
TABLE
OF CONTENTS
|
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H.
Franklin Allen, Ph.D. Year of Birth: 1956 |
|
|
Director
of Glenmede Fund (since March 1991) |
|
|
Vice
Dean Research and Faculty of the Imperial College Business School (since 2019), Professor of Finance and Economics and Executive Director
of the Brevan Howard Centre for Financial Analysis at the Imperial College London (since 2014); Professor Emeritus of Finance, The Wharton
School of The University of Pennsylvania since June 2016; Professor of Finance and Economics (1990-1994); Vice Dean and Director
of Wharton Doctoral Programs (1990-1993); Employed by The University of Pennsylvania (from 1980-2016). |
|
|
[14] |
|
|
None
|
|
William
L. Cobb, Jr.
Year
of Birth: 1947 |
|
|
Director
of Glenmede Fund (since February 2007) Chairman of Glenmede Fund (since December 2021) |
|
|
Former
Executive Vice President and Former Chief Investment Officer, The Church Pension Fund (defined benefit plan for retired clergy of the
Episcopal Church) (1999-2014); Chair and Member, Investment Committee, The Minister and Missionaries Benefit Board of the American Baptist
Church (until 2013); Vice Chairman, J.P. Morgan Investment Management (1994-1999). |
|
|
[14] |
|
|
Director,
TCW Direct Lending LLC |
|
Rebecca
E. Duseau
Year
of Birth: 1963 |
|
|
Director
of Glenmede Fund (since December 2023) |
|
|
Co-Founder
and Chief Compliance Officer (since 2000), Adamas Partners, LLC (investment firm); Chair of Investment Advisory Board (since 2020) for
Boston Family Advisors (multi-family office); Member of Investment Committees of Mass General Brigham (hospital) (since 2019) and Berklee
School of Music (since 2019); Chair of the Investment Committee and Member of the Finance Committee, Museum of Science (since 2023). |
|
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[14] |
|
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None
|
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TABLE
OF CONTENTS
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|
Harry
Wong
Year
of Birth: 1948 |
|
|
Director
of Glenmede Fund (since February 2007) |
|
|
Former
Managing Director, Knight Capital Americas, L.P., an operating subsidiary of Knight Capital Group Inc. (investment banking) (2009 - 2011);
Managing Director, Long Point Advisors, LLC (business consulting) (2003 - 2012); Managing Director, BIO-IB LLC (healthcare investment
banking) (2004-2009) Senior Managing Director, ABN AMRO (investment banking) (1990-2002); Adjunct Faculty Member, Sacred Heart University
(2003-2007). |
|
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[14] |
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None |
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(1)
|
Interested
Directors are those Directors who are “interested persons” of the Fund as defined in the 1940 Act. Mary Ann B. Wirts and Roger
Sayler are considered to be “interested” Directors of the Fund because of their current or prior affiliations with Glenmede
Trust, the parent company of the Fund’s investment advisor, GIM, and/or their stock ownership in The Glenmede Corporation, of which
GIM is an affiliate. |
|
(2)
|
Independent
Directors are those Directors who are not “interested persons” of the Fund as defined in the 1940 Act. |
Officers
|
|
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|
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|
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|
|
Elizabeth
A. Eldridge
1650
Market Street, Suite 4000
Philadelphia,
PA 19103
Year
of Birth: 1977 |
|
|
President
of Glenmede Fund since November 2024. |
|
|
President
of Glenmede Investment Management LP (since 2024). |
|
Kimberly
C. Osborne
1650
Market Street, Suite 4000
Philadelphia,
PA 19103
Year
of Birth: 1966 |
|
|
Executive
Vice President of Glenmede Fund since December 1997. |
|
|
Client
Service Manager of Glenmede Investment Management LP (since 2006). |
|
Michael
C. Addeo
1650
Market Street, Suite 4000
Philadelphia,
PA 19103
Year
of Birth: 1992 |
|
|
Treasurer
of Glenmede Fund since January 2026. |
|
|
Director
of Fund Administration, Glenmede Investment Management LP (since 2026), Vice President, Glenmede Investment Management LP (since
2025); Vice President, BlackRock Inc. (from 2021 – 2025); Senior Manager, PricewaterhouseCoopers LLP (from 2014 - 2021). |
|
Eimile
J. Moore
190
Middle Street, Suite 301
Portland,
ME 04101
Year
of Birth: 1969 |
|
|
Chief
Compliance Officer of Glenmede Fund since December 2017. |
|
|
Director,
Adviser Compliance Associates, LLC (ACA Group) (since 2011). |
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
Joshua
M. Lindauer
1177
Avenue of the Americas, 41st Floor
New
York, NY 10036
Year
of Birth: 1987 |
|
|
Secretary
of Glenmede Fund since December 2024. |
|
|
Partner,
Faegre Drinker Biddle & Reath LLP (law firm) (since 2024); Associate, Faegre Drinker Biddle & Reath LLP (2020-2024). |
|
Aaron
E. Feigen
1650
Market Street, Suite 4000
Philadelphia,
PA 19103
Year
of Birth: 1994 |
|
|
Assistant
Treasurer of Glenmede Fund since June 2026. |
|
|
Vice
President, Glenmede Investment Management LP (since 2026); Vice President, BlackRock, Inc. (from 2022 - 2026); Senior Associate,
PricewaterhouseCoopers LLP (from 2017 - 2022). |
|
|
|
|
|
|
|
|
The
Board believes that each Director’s experience, qualifications, attributes and skills on an individual basis and in combination
with those of the other Directors lead to the conclusion that each Director should serve in such capacity.
Among
the attributes common to all Directors is the ability to review critically, evaluate, question and discuss information provided to them,
to interact effectively with the other Directors, the Advisor, other service providers, legal counsel and the independent registered public
accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. A Director’s ability
to perform his or her duties effectively may have been attained through such person’s business, consulting and/or academic positions;
experience as a board member of the Fund, other investment funds, or non-profit entities or other organizations; education or professional
training; and/or other life experiences. In addition to these shared characteristics, set forth below is a brief discussion of the specific
experience, qualifications, attributes or skills of each Director:
|
|
|
|
|
|
H.
Franklin Allen, Ph.D.: |
|
|
Dr. Allen
has substantial experience in the areas of finance and economics through his educational background and position for many years as a professor
of finance and economics at The Wharton School of The University of Pennsylvania and most recently as Vice Dean of Research and Faculty
of the Imperial College London Business School and Professor of Finance and Economics and Director of the Brevan Howard Centre for Financial
Analysis at the Imperial College London. |
|
William
L. Cobb, Jr.: |
|
|
Mr.
Cobb has substantial investment management and business experience through his senior executive, chief investment officer and/or investment
committee positions with private and non-profit entities, as a senior executive officer of a global investment management firm and most
recently as a board member of a business development company. |
|
Rebecca
E. Duseau: |
|
|
Ms. Duseau
has substantial investment management, compliance, risk management and business experience as a co-founder and executive of an investment
management firm. |
|
Andrew
Phillips: |
|
|
Mr. Phillips
has substantial investment management and business experience through his executive positions with a major investment management firm.
|
|
Roger
Sayler: |
|
|
Mr. Sayler
has [•]. |
|
Mary
Ann B. Wirts: |
|
|
Ms.
Wirts has substantial business, financial services and investment management experience through her senior executive positions with the
Advisor and its parent companies. |
|
Harry
Wong: |
|
|
Mr. Wong
has substantial finance, investment banking and capital markets experience through his positions as an executive in investment banking
businesses. |
|
|
|
|
|
Specific
details regarding each Director’s term of office as a Director with the Fund and principal occupations during at least the past
five years are included in the table above.
TABLE
OF CONTENTS
Leadership
Structure and Oversight Responsibilities
Overall
responsibility for oversight of the Fund rests with the Board. The Fund has engaged an investment adviser to manage its Portfolios on
a day-to-day basis. The Board is responsible for overseeing the investment adviser and other service providers in the operations of the
Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Fund’s Charter and
By-laws. The Board is currently composed of seven members, five of whom are Independent Directors. The Board meets in-person at regularly
scheduled meetings four times each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference
calls to discuss specific matters that may arise or require action between regular meetings. The Board may also meet via videoconference.
The Board and the Independent Directors have access to the Fund’s Chief Compliance Officer (“CCO”), the Fund’s
independent registered public accounting firm and independent legal counsel for consultation to assist them in performing their oversight
responsibilities. As described below, the Board has established an Audit Committee, Valuation Committee, and Nominating Committee and
may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities.
The
Board has appointed William L. Cobb, Jr., an Independent Director, to serve in the role of Chairman of the Board. The Chairman’s
role is to preside at all meetings of the Board and to act as liaison with the investment adviser, other service providers, counsel and
other Directors generally between meetings. The Chairman may also perform such other functions as may be delegated by the Board from time
to time. The Board reviews its leadership structures during their periodic self-assessments and based on that review, has determined that
the Board’s leadership structure is appropriate because it allows the Board to exercise informed judgment over matters under its
purview and it allocates areas of responsibility among committees of the Board and the full Board in a manner that enhances effective
oversight.
The
Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight
forms part of the Board’s general oversight of the Fund and is addressed as part of the Board’s and its committees’
various activities. Day-to-day risk management functions are included within the responsibilities of the investment adviser and other
service providers (depending on the nature of the risk), which carry out the Fund’s investment management and business affairs.
The investment adviser and other service providers employ a variety of processes, procedures and controls to identify various events or
circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or
circumstances if they do occur. The investment adviser and other service providers have their own independent interests in risk management,
and their policies and methods of risk management will depend on their functions and business models.
The
Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to
eliminate or mitigate their occurrence or effects. The Board requires senior officers of the Fund, including the President, Treasurer
and CCO, and the investment adviser, to report to the full Board on a variety of matters at each regular meeting of the Board, including
matters relating to risk management. The Board also receives reports from certain of the Fund’s other primary service providers
on regular basis, including State Street as the Fund’s custodian, administrator, transfer agent and securities lending agent. The
Fund’s CCO meets in executive session with the Board at each regularly scheduled meeting and meets separately with the Independent
Directors at least annually to discuss relevant risk issues affecting the Fund. In addition, the CCO reports to the Chairman of the Audit
Committee between meetings to discuss compliance related matters. The Audit Committee also receives regular reports from the Fund’s
independent registered public accounting firm on internal control and financial reporting matters. The Board and Independent Directors
meet with the Fund’s independent legal counsel at each quarterly meeting and have access to legal counsel for consultation concerning
any issues that may occur between regularly scheduled meetings. The Board may, at any time and in their discretion, change the manner
in which it conducts risk oversight.
Standing
Board Committees
Dr. Allen
and Messrs. Cobb, Phillips and Wong (Chairman) and Ms. Duseau serve on the Audit Committee of the Board. The Audit Committee operates
under a written charter approved by the Board. The purpose of the Audit Committee includes overseeing the accounting and financial reporting
processes of the Fund and the audits of the Fund’s financial statements. Accordingly, the Committee assists the Board in its oversight
of (i) the integrity of the Fund’s financial statements; (ii) the independent accountants’ qualifications and independence;
and (iii) the performance of the Fund’s internal audit function and independent accountants. The Audit Committees met two times
during the fiscal year ended October 31, 2025.
TABLE
OF CONTENTS
Dr.
Allen (Chairman) and Messrs. Cobb, Wong and Phillips and Ms. Duseau serve on the Nominating Committee of the Board. The Fund’s Nominating
Committee, among other things, nominates persons to fill vacancies on the Board and Board Committees. The Nominating Committee will consider
nominees recommended by shareholders.
Recommendations
should be submitted to the appropriate Nominating Committee in care of the Fund’s Secretary. The Nominating Committees met once
during the fiscal year ended October 31, 2025.
Director
Ownership of Fund Shares
The
following table shows the Directors’ ownership of the Funds overseen by the Directors as of December 31, 2025.
|
|
|
|
|
|
|
|
|
Interested
Directors |
|
|
|
|
|
|
|
Mary
Ann B. Wirts |
|
|
Over
$100,000 |
|
|
Over
$100,000 |
|
Independent
Directors |
|
|
|
|
|
|
|
H.
Franklin Allen, Ph.D. |
|
|
None |
|
|
None
|
|
William
L. Cobb, Jr. |
|
|
Over
$100,000 |
|
|
Over
$100,000 |
|
Rebecca
E. Duseau |
|
|
None |
|
|
None
|
|
Andrew
Phillips |
|
|
None |
|
|
None
|
|
Harry
Wong |
|
|
None |
|
|
None |
|
|
|
|
|
|
|
|
Remuneration
of Board Members
The
annual fee for each Board member, other than officers of the Advisor, is $104,000. In addition to the annual fee, the Glenmede Fund pays
each Board member, other than officers of the Advisor, $5,000 for each Board meeting attended and out-of-pocket expenses incurred in attending
Board meetings, the Audit Committee Chairman receives an annual fee of $10,000 for his service as Chairman of the Audit Committee and
the Chairman of the Board receives an annual fee of $15,000 for his service as Chairman of the Board. Each Director was also a Trustee
of the Glenmede Portfolios, a Massachusetts business trust that does not currently offer any series and has filed an application for deregistration
as an investment company with the SEC effective March 31, 2026. For their service on the Glenmede Portfolios’ Board, each Director
received an annual fee of $500 per year.
Set
forth in the table below is the compensation received by Board members for the fiscal year ended October 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan
W. Catherwood*** |
|
|
$62,000 |
|
|
$
250 |
|
|
None |
|
|
None |
|
|
$62,250
|
|
Mary
Ann B. Wirts |
|
|
$
124,000 |
|
|
$
500 |
|
|
None |
|
|
None |
|
|
$
124,500 |
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.
Franklin Allen, Ph.D. |
|
|
$
134,339 |
|
|
$
500 |
|
|
None |
|
|
None |
|
|
$
134,839 |
|
William
L. Cobb, Jr. |
|
|
$
140,141 |
|
|
$
500 |
|
|
None |
|
|
None |
|
|
$
140,641 |
|
Rebecca
E. Duseau |
|
|
$
125,827 |
|
|
$
500 |
|
|
None |
|
|
None |
|
|
$
126,327 |
|
Andrew
Phillips |
|
|
$
124,779 |
|
|
$
500 |
|
|
None |
|
|
None |
|
|
$
125,279 |
|
Harry
Wong |
|
|
$
135,247 |
|
|
$
500 |
|
|
None |
|
|
None |
|
|
$
135,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
|
*
|
Compensation includes reimbursement
of out-of-pocket expenses incurred in attending Board meetings, where applicable. |
|
**
|
Includes $500 annual fee
for service on the Board of Trustees of the Glenmede Portfolios, which currently does not offer any series and has filed an application
for deregistration as an investment company with the SEC. |
|
***
|
Ms. Catherwood retired
from her role as Director effective August 1, 2025. |
Code
of Ethics
The
Fund, the Advisor [and the Sub-Advisor] have each adopted codes of ethics under Rule 17j-1 of the 1940 Act that permits personnel
subject to the codes to invest in securities, including securities that may be purchased or held by the Fund.
Proxy
Voting Procedures
The
Fund has delegated proxy voting responsibilities to the Advisor, subject to the Board’s general oversight. In delegating proxy responsibilities,
the Board has directed that proxies be voted consistent with the Fund’s and its shareholders best interests and in compliance with
all applicable proxy voting rules and regulations. The Advisor has adopted its own proxy voting policies and guidelines for this purpose
(collectively, the “Proxy Voting Procedures”). The Proxy Voting Procedures address, among other things, material conflicts
of interest that may arise between the interests of the Fund and the interests of the Advisor and its affiliates. The Proxy Voting Procedures
are provided in Appendix B of this SAI.
Information
regarding how the Fund voted proxies, if any, relating to portfolio securities during the most recent twelve-month period ended June 30
is available, without charge, upon request, by calling 1-800-442-8299, and on the SEC’s website at http://www.sec.gov.
INVESTMENT
ADVISORY AND OTHER SERVICES
Investment
Advisor
GIM,
with principal offices at One Liberty Place, 1650 Market Street, Suite 4000, Philadelphia, Pennsylvania 19103, currently serves as the
investment advisor to each Portfolio. GIM, a limited partnership, is wholly-owned by Glenmede Trust. As of March 31, 2026, GIM and
its affiliated companies had approximately $49.4 billion in assets in the accounts for which they serve in various capacities, including
as executor, trustee or investment advisor.
The
Investment Advisory Agreement will continue in effect from year to year provided its continuance is approved annually (i) by the holders
of a majority of each Portfolio’s outstanding voting securities or by the Board and (ii) by a majority of the Directors who are
not parties to each Investment Advisory Agreement or interested persons of any such party. The Investment Advisory Agreement may be terminated
on 60 days’ written notice by any such party and will terminate automatically if assigned.
GIM
is wholly-owned by Glenmede Trust as both its only limited partner and as the sole owner of GIM’s only general partner, Gatepost
Partners, LLC. Glenmede Trust, a nationally-chartered trust company, provides fiduciary and investment services to endowment funds, foundations,
employee benefit plans and other institutions and individuals. Glenmede Trust is a wholly-owned subsidiary of The Glenmede Corporation.
Glenmede Trust, Gatepost Partners, LLC and The Glenmede Corporation are located at One Liberty Place, 1650 Market Street, Suite 4000,
Philadelphia, Pennsylvania 19103.
TABLE
OF CONTENTS
The
Portfolios pay management fees to the Advisor for its investment advisory services, calculated daily and paid monthly, at the following
annual percentage rates of the Portfolio’s average daily net assets, as shown in the following table:
|
|
|
|
|
|
Disciplined
International Equity ETF |
|
|
[•%]
|
|
Global
Secured Options ETF |
|
|
[•%] |
|
|
|
|
|
The
Portfolios have not commenced operations as of the date of this SAI. Accordingly, the Portfolios did not pay management fees.
The
following table sets forth the total management fees paid by each Predecessor Fund over the past three fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disciplined
International
Equity
|
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
Global
Secured Options |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally,
many shareholders in the Portfolios may be clients of Glenmede Trust or an Affiliate and, as clients, pay fees which vary depending on
the capacity in which Glenmede Trust or an Affiliate provides fiduciary and investment services to the particular client. Such services
may include personal trust, estate settlement, advisory, and custodian services. For example, for advisory services, Glenmede Trust charges
its clients up to 1% on the first $3 million of principal, 0.75% on the next $2 million of principal, and 0.50% on the next $15 million
of principal. An additional 0.25% administrative service fee is charged on accounts below $3 million. For accounts in excess of $10 million
of principal, the fee would be determined by special analysis.
Investment
Sub-Advisor
Tidal
Investments LLC, a Delaware limited liability company located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, serves
as the investment sub-advisor to the Portfolios (the “Sub-Advisor”). The Sub-Advisor is owned by entities controlled by Guillermo
Trias.
The
Sub-Advisor is responsible for trading portfolio securities for the Portfolios, including the purchase, retention and disposition of the
securities and other assets of the Portfolios entrusted to it under the Sub-Advisory Agreement (the “Sub-Advisory Agreement”).
After the initial two year-term, the Sub-Advisory Agreement may be continued in effect from year to year with the (1) annual approval
of the Fund’s Board of Directors or (2) vote of a majority (as defined by the 1940 Act) of the outstanding voting securities
of each Portfolio, provided that in either event the continuance must also be approved by a majority of the Independent Directors by vote
at a meeting called for the purpose of voting on such approval. The Sub-Advisory Agreement terminates automatically in the event of its
assignment, as defined in the 1940 Act and the rules thereunder.
For
its services, the Sub-Advisor is entitled to a fee from the Advisor.
The
Sub-Advisory Agreement provides that the Sub-Advisor shall not be protected against any liability to the Fund or its shareholders by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of its respective duties. The Advisor and the Sub-Advisor each
agree to indemnify the other against any claim against, loss or liability to such other party (including reasonable attorneys’ fees)
arising out of any action on the part of the indemnifying party which constitutes willful misfeasance, bad faith, or gross negligence
in the performance of duties under the Sub-Advisory Agreement, or reckless disregard of the obligations and duties under the Sub-Advisory
Agreement.
TABLE
OF CONTENTS
Portfolio
Managers
Set
forth below is information regarding the individuals identified in the Fund’s Prospectuses as primarily responsible for the day-
to- day management of the Fund’s Portfolios (“Portfolio Managers”).
As
of March 31, 2026, the Portfolio Managers were also primarily responsible for the day-to-day management of certain types of other
portfolios and/or accounts, as indicated in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vladimir
de Vassal |
|
|
Registered
Investment Companies |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Accounts |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
Paul
T. Sullivan |
|
|
Registered
Investment Companies |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Accounts |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
Alexander
R. Atanasiu |
|
|
Registered
Investment Companies |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Accounts |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
Ruohao
Chen |
|
|
Registered
Investment Companies |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Accounts |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
Sean
Heron |
|
|
Registered
Investment Companies |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Pooled Investment Vehicles |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
|
|
|
Other
Accounts |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Portfolio(s) that
he or she manages as of March 31, 2026:
|
|
|
|
|
|
Disciplined
International Equity ETF
|
|
|
|
|
Vladimir
de Vassal, CFA |
|
|
[•]
|
|
Paul
T. Sullivan, CFA |
|
|
[•]
|
|
Alexander
R. Atanasiu, CFA |
|
|
[•]
|
|
Ruohao
Chen, CFA |
|
|
[•]
|
|
Global
Secured Options ETF
|
|
|
|
|
Sean
Heron, CFA |
|
|
[•] |
|
|
|
|
|
The
compensation package for the Portfolio Managers is comprised of a base salary, annual bonus and participation in a long-term equity plan
of The Glenmede Corporation. The base salary is based on a combination of factors including the Portfolio Manager’s experience,
expertise, and competitive market rates. The annual bonus payment is based on a combination of the annual pre-tax financial performance
of The Glenmede Corporation, revenue generated from investment management fees and achievement of non-financial strategic goals. The Glenmede
Corporation’s equity plan provides an opportunity for senior management to build equity in the parent company through options and
restricted stock. Participation is based on position, experience and expertise.
The
Portfolio Managers may manage other accounts with investment strategies similar to those of the Portfolios of the Fund, which may suggest
the potential for conflicts of interests relating to cross trading, allocation of investment opportunities, and aggregation and allocation
of trades. In addition, GIM may charge varying fees to different accounts managed by their respective Portfolio Managers. Shareholders
should be aware that, as with any group of portfolios and accounts managed by an investment advisor pursuant to varying fee arrangements,
including performance or other incentive-based fee arrangements, there is the potential for conflicts of interest that may result in the
Portfolio Managers’
TABLE
OF CONTENTS
favoring
those portfolios or accounts with higher or incentive-based fee arrangements. However, the Fund does not anticipate that management by
a Portfolio’s Portfolio Manager of other accounts with similar investment strategy or different fee arrangement would conflict with
management of any of the Portfolios of the Fund because conflicts of interest of this type are minimized by GIM’s respective investment
management decision-making process and trade allocation policy. In addition, the Fund has adopted policies limiting the circumstances
under which cross-trades may be effected between the Fund’s Portfolios and another client account.
Transfer
Agent, Dividend Paying Agent, Custodian and Administrator
State
Street, with its primary place of business located at One Congress Street, Suite 1, Boston, MA 02114, serves as the Fund’s transfer
agent, dividend paying agent, custodian and administrator.
For
its services, State Street is entitled to receive fees from the Fund based on a percentage of the daily net assets of all Portfolios of
the Fund, which is allocated to each Portfolio based on its relative net assets, plus transaction charges for certain transactions and
out-of-pocket expenses.
The
Portfolios have not commenced operations as of the date of this SAI. Accordingly, the Portfolios did not pay any fees to State Street
for its services as transfer agent, dividend paying agent, custodian and administrator.
Fees
paid by the Predecessor Funds to State Street for the past three fiscal years are shown in the following table.
|
|
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Disciplined
International Equity |
|
|
[•] |
|
|
[•] |
|
|
[•]
|
|
Global
Secured Options |
|
|
[•] |
|
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[•] |
|
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[•] |
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|
State
Street is also compensated for its services as the Fund’s securities lending agent and short sales lending agent and until December
2010, was also paid an annual fee plus out-of-pocket expenses for the provision of personnel and services related to the Fund’s
compliance program.
Securities
Lending
State
Street serves as securities lending agent for the Portfolios, and in that role administers the Portfolios’ securities lending program
pursuant to the terms of a Securities Lending Authorization Agreement entered into between Fund, on behalf of its Portfolios, and State
Street.
For
the fiscal year ended October 31, 2025, State Street, acting as securities lending agent, provided the following services to the Disciplined
International Equity Portfolio in connection with the Portfolio’s securities lending activities: (i) locating borrowers among
an approved list of prospective borrowers; (ii) monitoring applicable minimum spread requirements, lending limits and the value of the
loaned securities and collateral received; (iii) seeking additional collateral, as necessary, from borrowers; (iv) receiving and
holding collateral from borrowers, and facilitating the investment and reinvestment of all or substantially all cash collateral in an
investment vehicle designated by the Portfolios; (v) returning collateral to borrowers; (vi) facilitating substitute dividend, interest,
and other distribution payments to the Portfolios from borrowers; (vii) negotiating the terms of each loan of securities, including but
not limited to the amount of any loan premium, and monitoring the terms of securities loan agreements with prospective borrowers for consistency
with the requirements of the Glenmede Fund’s Securities Lending Authorization Agreement; (viii) selecting securities, including
amounts (percentages), to be loaned; (ix) maintaining such records as are reasonably necessary to account for loans that are made and
the income derived therefrom; and (x) arranging for return of loaned securities to the Portfolios in accordance with the terms of
the Securities Lending Authorization Agreement.
State
Street receives as compensation for its services a portion of the amount earned by the Portfolios for lending securities.
The
Portfolios have not commenced operations as of the date of this SAI. Accordingly, the Portfolios did not pay any fees to State Street
for its services related to securities lending.
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For
the fiscal year ended October 31, 2025, each Predecessor Fund’s gross income received for securities lending activities, the fees
and/or compensation paid by each Glenmede Fund Portfolio for securities lending activities, and the net income earned by each Glenmede
Fund Portfolio for securities lending activities, were as follows:
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Disciplined
International
Equity |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
|
[•] |
|
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[•]
|
|
Global
Secured
Options |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
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1
|
Includes
income from cash collateral reinvestment. |
|
*
|
The
Global Secured Options ETF did not participate in the securities lending program during the fiscal year ended October 31, 2025. |
Distributor
The
Fund has entered into a distribution agreement (the “Distribution Agreement”) with [•] (the “Distributor”),
a wholly-owned subsidiary of [•], pursuant to which the Distributor acts as the Fund’s principal underwriter and distributes
shares. Shares are continuously offered for sale by the Distributor only in Creation Units. Each Creation Unit is generally made up of
at least [•] shares. The Distributor will not distribute Shares in amounts less than a Creation Unit.
Under
the Distribution Agreement, the Distributor, as agent for the Fund, will receive orders for the purchase and redemption of Creation Units,
provided that any subscriptions and orders will not be binding on the Fund until accepted by the Fund. The Distributor will deliver prospectuses
and, upon request, Statements of Additional Information to persons purchasing Creation Units and will maintain records of orders placed
with it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and a member of the Financial Industry Regulatory Authority (“FINRA”).
The
Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation
Units of shares. Such Soliciting Dealers may also be Authorized Participants (as discussed in “Procedures for Purchase of Creation
Units” below) or Depository Trust Company (“DTC”) Participants.
The
Distribution Agreement has an initial term of up to two years and will continue in effect only if such continuance is specifically approved
at least annually by the Board or by vote of a majority of the Portfolio’s outstanding voting securities and, in either case, by
a majority of the Independent Directors. The Distribution Agreement is terminable without penalty by the Fund, on behalf of each Portfolio,
on 60 days’ written notice when authorized either by a majority vote of the Portfolio’s shareholders or by vote of a majority
of the Board, including a majority of the Independent Directors of the Fund, or by the Distributor on 60 days’ written notice, and
will automatically terminate in the event of its “assignment,” as defined in the 1940 Act.
Independent
Registered Public Accounting Firm
[•],
serves as the Fund’s independent registered public accounting firm and will audit their financial statements annually.
Counsel
Faegre
Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103-6996, serves as counsel to the Fund.
TABLE
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Reports
Shareholders
will receive tailored shareholder reports that present information for the relevant share class of a Portfolio that they hold. The tailored
shareholder reports will be provided to Portfolio shareholders for the annual and semi-annual periods.
The
Investment Advisory Agreement authorizes the Advisor to select the brokers or dealers that will execute the purchases and sales of investment
securities for each of the Portfolios and directs the Advisor to use its best efforts to obtain the best available price and most favorable
execution with respect to all transactions for the Portfolios. The Advisor may, however, consistent with the interests of a Portfolio,
select brokers on the basis of the research, statistical and pricing services they provide to a Portfolio. Information and research received
from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor under each Investment
Advisory Agreement. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting
the same transaction, provided that such commissions are paid in compliance with the Securities Exchange Act of 1934, as amended, and
that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility
of the Advisor to a Portfolio and the Advisor’s other clients. The distribution of orders among brokers and the commission rates
paid by the Portfolios of the Glenmede Fund are reviewed periodically by the Board.
The
Funds are required to identify any securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or their
parents that the Portfolios have acquired during the Funds’ most recent fiscal year. As of the fiscal year ended October 31,
2025, the Portfolios held no securities of their regular broker/dealers.
The
Portfolios have not commenced operations as of the date of this SAI. Accordingly, the Portfolios did not pay any brokerage commissions.
During
the fiscal years ended October 31, 2025, 2024 and 2023, the Predecessor Funds paid brokerage commissions as follows:
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Disciplined
International Equity |
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[•] |
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[•] |
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[•]
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Global
Secured Options |
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[•] |
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[•] |
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[•] |
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Significant
changes in brokerage commissions paid by a Portfolio from year to year have been due to changing asset levels and/or portfolio turnover.
To
the extent that a Portfolio effects brokerage transactions with a broker/dealer affiliated directly or indirectly with the Fund, the Advisor
or Quasar Distributors, such transactions will be effected in compliance with applicable law.
Some
securities considered for investment by each Portfolio may also be appropriate for other clients served by the Advisor. If the purchase
or sale of securities is consistent with the investment policies of a Portfolio and one or more of these other clients served by Advisor
and is considered at or about the same time, transactions in such securities will be allocated among the Portfolio and clients in a manner
deemed fair and reasonable by Advisor. While in some cases this practice could have a detrimental effect on the price, value or quantity
of the security as far as a Portfolio is concerned, in other cases it is believed to be beneficial to the Portfolios.
PURCHASE
AND REDEMPTION OF CREATION UNIT AGGREGATIONS
Each
Portfolio issues and redeems its Shares on a continuous basis, at NAV, only in a large specified number of Shares called a “Creation
Unit,” either principally in-kind for a designated portfolio of securities or in cash for the value of such securities. The value
of each Portfolio is determined once each business day, as described under “Valuation of Shares.” The Creation Unit size for
each Portfolio may change. Authorized Participants (as defined below) will be notified of such change.
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Purchase
(Creation).
The
Portfolios issue and sell Shares only in Creation Units on a continuous basis through the Principal Underwriter, without a sales load
(but subject to transaction fees), at their NAV per share next determined after receipt of an order, on any Business Day (as defined below),
in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). A “Custom Order”
may be placed by an Authorized Participant in the event that a Fund accepts (or delivers, in the case of a redemption) a basket of securities
and/or cash that differs from a basket of Deposit Securities (as defined below) and/or cash published or transacted on a Business Day
(as defined below). Custom Orders must be received by the transfer agent at such earlier time as provided in the Participant Agreement.
On days when the Listing Exchange closes earlier than normal (such as the day before a holiday), a Portfolio requires standard orders
to create Creation Units to be placed by the earlier closing time and Custom Orders to create Creation Units must be received no later
than one hour prior to the earlier closing time. Notwithstanding the foregoing, the Fund may, but is not required to, permit Custom Orders
until 4:00 p.m., Eastern time, or until the market close (in the event the Listing Exchange closes early). A “Business Day”
with respect to a Portfolio is, generally, any day on which the Listing Exchange is open for business.
The
Fund may, but is not required to, permit orders until 4:00 p.m., Eastern time, or until the market close (in the event the Listing Exchange
closes early).
Fund
Deposit.
The
consideration for purchase of a Creation Unit of a Portfolio generally consists of either (i) the in-kind deposit of a designated portfolio
of securities (the “Deposit Securities”) per each Creation Unit and the Cash Component (defined below), computed as described
below or (ii) the cash value of the Deposit Securities (“Deposit Cash”) and “Cash Component,” computed as described
below. When accepting purchases of Creation Units for cash, a Portfolio may incur additional costs associated with the acquisition of
Deposit Securities that would otherwise be provided by an in-kind purchaser.
Together,
the Deposit Securities or Deposit Cash, as applicable, and the Cash Component constitute the “Fund Deposit,” which represents
the minimum initial and subsequent investment amount for a Creation Unit of each Portfolio. The “Cash Component” is an amount
equal to the difference between the NAV of the Shares (per Creation Unit) and the market value of the Deposit Securities or Deposit Cash,
as applicable. If the Cash Component is a positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities
or Deposit Cash, as applicable), the Cash Component shall be such positive amount. If the Cash Component is a negative number (i.e., the
NAV per Creation Unit is less than the market value of the Deposit Securities or Deposit Cash, as applicable), the Cash Component shall
be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component
serves the function of compensating for any differences between the NAV per Creation Unit and the market value of the Deposit Securities
or Deposit Cash, as applicable. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon
transfer of beneficial ownership of the Deposit Securities, if applicable, which shall be the sole responsibility of the Authorized Participant
(as defined below).
The
Custodian, through NSCC, makes available on each Business Day, immediately prior to the opening of business on the Listing Exchange (currently
9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security or the required amount of Deposit
Cash, as applicable, to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for each
Portfolio. Such Fund Deposit is subject to any applicable adjustments as described below, in order to effect purchases of Creation Units
of the Portfolio until such time as the next- announced composition of the Deposit Securities or the required amount of Deposit Cash,
as applicable, is made available.
As
noted above, the Fund reserves the right to permit or require the substitution of Deposit Cash to replace any Deposit Security, which
shall be added to the Cash Component, including, without limitation, in situations where the Deposit Security: (i) may not be available
in sufficient quantity for delivery, (ii) may not be eligible for transfer through the systems of DTC or clearing process as described
below; (iii) may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting;
(iv) would be restricted under the securities laws or where the delivery of the Deposit Security to the Authorized Participant would result
in the disposition of the Deposit Security by the Authorized Participant becoming restricted under the securities laws, or (v) in
certain other situations in the Fund’s sole discretion
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(collectively,
“non-standard orders”). The Fund also reserves the right to permit or require the substitution of Deposit Securities in lieu
of Deposit Cash. The adjustments described above will reflect changes, known to the Advisor on the date of announcement, to be in effect
by the time of delivery of the Fund Deposit or resulting from certain corporate actions.
Procedures
for Purchase of Creation Unit Aggregations.
To
be eligible to place orders with the Principal Underwriter, as facilitated via the Transfer Agent, to purchase a Creation Unit of a Portfolio,
an entity must be (i) a “Participating Party”, i.e., a broker-dealer or other participant in the clearing process through
the Continuous Net Settlement System of the NSCC, a clearing agency that is registered with the SEC; or (ii) a DTC Participant. In
addition, each Participating Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement
that has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to
purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement,
on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Fund an amount
of cash sufficient to pay the Cash Component together with the creation transaction fee (described below) and any other applicable fees,
taxes and additional variable charge.
All
orders to purchase Shares directly from a Portfolio, including non-standard orders, must be placed for one or more Creation Units and
in the manner and by the time set forth in the Participant Agreement and/or the applicable order form (the “Closing Time”).
The date on which an order to purchase Creation Units (or an order to redeem Creation Units, as set forth below) is received and accepted
is referred to as the “Order Placement Date.”
An
Authorized Participant may require an investor to make certain representations or enter into agreements with respect to the order (e.g.,
to provide for payments of cash, when required). Investors should be aware that their particular broker may not have executed a Participant
Agreement and that, therefore, orders to purchase Shares directly from a Portfolio in Creation Units have to be placed by the investor’s
broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such
investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and only
a small number of such Authorized Participants may have international capabilities.
On
days when the Listing Exchange or the bond markets close earlier than normal, a Portfolio may require orders to create Creation Units
to be placed earlier in the day. In addition, if a market or markets on which a Portfolio’s investments are primarily traded is
closed, the Portfolio will also generally not accept orders on such day(s). Orders must be transmitted by an Authorized Participant by
telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement and
in accordance with the applicable order form. Those placing orders through an Authorized Participant should allow sufficient time to permit
proper submission of the purchase order by the cut-off time on such Business Day. Economic or market disruptions or changes, or telephone
or other communication failure may impede the ability to reach the Distributor or an Authorized Participant.
Fund
Deposits must be delivered by an Authorized Participant through the Federal Reserve System (for cash and U.S. government securities),
or through DTC (for corporate securities and municipal securities), through a subcustody agent (for foreign securities) and/or through
such other arrangements allowed by the Trust or its agents. With respect to foreign Deposit Securities, the Custodian shall cause the
subcustodian of a Portfolio to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party
on whose behalf it is acting, such Deposit Securities. Foreign Deposit Securities must be delivered to an account maintained at the applicable
local subcustodian. The Fund Deposit transfer must be ordered by the Authorized Participant in a timely fashion so as to ensure the delivery
of the requisite number of Deposit Securities or Deposit Cash, as applicable, to the account of a Portfolio or its agents by no later
than the Settlement Date. The “Settlement Date” for a Portfolio is generally the first Business Day after the Order Placement
Date, unless a Portfolio and Authorized Participant agree to a different settlement date. All questions as to the number of Deposit Securities
or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of
any tendered securities or cash, as applicable, will be determined by the Fund, whose determination shall be final and binding. The amount
of cash represented by the Cash Component must be transferred directly to the Custodian through the Federal Reserve Bank wire transfer
system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash Component and the Deposit
Securities or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date, the creation order may be cancelled.
Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly
constituted to reflect the then current NAV of each Portfolio. The delivery of Creation Units so created generally will
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occur
no later than the first Business Day following the day on which the purchase order is deemed received by the Distributor, unless a Portfolio
and Authorized Participant agree to a different settlement date.
The
order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form
prior to the applicable cut-off time and Fund Deposits in the appropriate amount are deposited by 5:30 p.m. Eastern time (for Deposit
Cash) or 6:00 p.m. Eastern time (for Deposit Securities) (per applicable instructions), with the Custodian on the Settlement Date. If
the order is not placed in proper form as required, or Fund Deposits in the appropriate amount are not received by 5:30 p.m. Eastern time
(for Deposit Cash) or 6:00 p.m. Eastern time (for Deposit Securities) (per applicable instructions) on the Settlement Date, then the order
may be deemed to be rejected and the Authorized Participant shall be liable to the Portfolio for losses, if any, resulting therefrom.
In the event of a level 3 market-wide circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the
market-wide trading halt is considered the close of regular trading and no creation orders for the current trade date will be accepted
after that time (the “cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders
should be placed in proper form on the following business day. A creation request is considered to be in “proper form” if
all procedures set forth in the Participant Agreement, order form and this SAI are properly followed.
Issuance
of a Creation Unit.
Except
as provided herein, Creation Units will not be issued until the transfer of good title to the Fund of the Deposit Securities or payment
of Deposit Cash, as applicable, and the payment of the Cash Component have been completed. When the subcustodian has confirmed to the
Custodian that the required Deposit Securities (or the cash value thereof) have been delivered to the account of the relevant subcustodian
or subcustodians, the Principal Underwriter and the Advisor shall be notified of such delivery, and the Fund will issue and cause the
delivery of the Creation Units.
In
instances where the Fund accepts Deposit Securities for the purchase of a Creation Unit, the Creation Unit may be purchased in advance
of receipt by the Fund of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial
deposit will have a value greater than the NAV of the Shares on the date the order is placed in proper form since in addition to available
Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) an additional amount of
cash equal to a percentage of the market value, as set forth in the Participant Agreement, of the undelivered Deposit Securities (the
“Additional Cash Deposit”), which shall be maintained in a general non-interest bearing collateral account. An additional
amount of cash shall be required to be deposited with the Fund, pending delivery of the missing Deposit Securities to the extent necessary
to maintain the Additional Cash Deposit with the Fund in an amount at least equal to the applicable percentage, as set forth in the Participant
Agreement, of the daily marked to market value of the missing Deposit Securities. The Fund may use such Additional Cash Deposit to buy
the missing Deposit Securities at any time. Authorized Participants will be liable to the Fund for all costs, expenses, dividends, income
and taxes associated with missing Deposit Securities, including the costs incurred by the Fund in connection with any such purchases.
These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value
of such Deposit Securities on the day the purchase order was deemed received by the Principal Underwriter plus the brokerage and related
transaction costs associated with such purchases. The Fund will return any unused portion of the Additional Cash Deposit once all of the
missing Deposit Securities have been properly received by the Custodian or purchased by the Fund and deposited into the Fund. In addition,
a transaction fee as set forth below under “Creation Transaction Fees” will be charged in all cases and an additional variable
charge may also be applied. The delivery of Creation Units so created generally will occur no later than the Settlement Date.
Acceptance
of Orders of Creation Units.
The
Fund and the Distributor reserve the right to reject or revoke acceptance of a creation order transmitted to it in respect of each Portfolio,
including, but not limited to, if: (a) the order is not in proper form; (b) the Deposit Securities or Deposit Cash, as applicable,
delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the investor(s),
upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of the Portfolio; (d) the acceptance
of the Fund Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance or receipt of the order for a Creation Unit
would, in the opinion of counsel to the Fund, be unlawful; or (f) in the event that circumstances outside the control of the Fund,
the Custodian, the Transfer Agent and/or the Advisor make it for all practical purposes not feasible to process orders for Creation Units.
Examples of such circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions
and power outages resulting
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in
telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving
computer or other information systems affecting the Fund, the Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal
Reserve System, or any other participant in the creation process, and other extraordinary events. The Fund or its agents shall communicate
to the Authorized Participant its rejection of an order. The Fund, the Transfer Agent, the Custodian and the Principal Underwriter are
under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur
any liability for the failure to give any such notification. The Fund, the Transfer Agent, the Custodian and the Principal Underwriter
shall not be liable for the rejection of any purchase order for Creation Units.
All
questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for
deposit of any securities to be delivered shall be determined by the Fund, and the Fund’s determination shall be final and binding.
Redemption.
Shares
may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by a Portfolio
through the Transfer Agent and only on a Business Day. Except upon liquidation of a Portfolio, the Fund will not redeem shares in amounts
less than Creation Units. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit in order to have
such Shares redeemed by the Fund. There can be no assurance, however, that there will be sufficient liquidity in the public trading market
at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling
a sufficient number of Shares to constitute a redeemable Creation Unit. The Fund may, but is not required to, permit orders until 4:00 p.m.,
Eastern time, or until the market close (in the event the Listing Exchange closes early).
With
respect to each Portfolio, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the Listing
Exchange (currently 9:30 a.m. Eastern time) on each Business Day, the list of the names and share quantities of each Portfolio’s
portfolio securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form
(as defined below) on that day (“Fund Securities”). Fund Securities received on redemption may not be identical to Deposit
Securities.
Redemption
proceeds for a Creation Unit are paid either in-kind or in cash or a combination thereof, as determined by the Fund. With respect to in-kind
redemptions of a Portfolio, redemption proceeds for a Creation Unit will consist of Fund Securities - as announced by the Custodian on
the Business Day of the request for redemption received in proper form - plus cash in an amount equal to the difference between the NAV
of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the
“Cash Redemption Amount”), less a fixed redemption transaction fee and any applicable additional variable charge as set forth
below. In the event that the Fund Securities have a value greater than the NAV of the Shares being redeemed, a compensating cash payment
to a Portfolio equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder.
The Fund reserves the right to honor a redemption request by delivering a basket of securities or cash that differs from the Fund Securities.
Procedures
for Redemption of Creation Units
After
the Fund has deemed an order for redemption received, the Fund will initiate procedures to transfer the requisite Fund Securities and
the Cash Redemption Amount to the Authorized Participant by the Settlement Date. The calculation of the value of the Fund Securities and
the Cash Redemption Amount to be delivered upon redemption will be made by the Custodian according to the procedures set forth under “Valuation
of Shares”, computed on the Business Day on which a redemption order is deemed received by the Fund. Therefore, if a redemption
order in proper form is submitted to the Principal Underwriter by a DTC Participant by the Closing Time on the Order Placement Date, and
the requisite number of Shares are delivered to the Custodian prior to 6:00 p.m. Eastern time (per applicable instructions) on the Settlement
Date, then the value of the Fund Securities and the Cash Redemption Amount to be delivered will be determined by the Custodian on such
Order Placement Date. If the requisite number of Shares are not delivered by 6:00 p.m. Eastern time (per applicable instructions) on the
Settlement Date, a Portfolio will not release the underlying securities for delivery unless collateral is posted in such percentage amount
of missing Shares as set forth in the Participant Agreement (marked to market daily). If the requisite number of Shares are not delivered
by 6:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, and the required collateral is not posted, then the redemption
order will not be deemed received as of the Order
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Placement
Date. In such case, the value of the Fund Securities and the Cash Redemption Amount to be delivered will be computed on the Business Day
that such order is deemed received by the Fund. In addition, if the requisite number of Shares is not delivered on the Settlement Date,
a Portfolio may reject or revoke acceptance of the redemption request because the Authorized Participant has not satisfied all of the
settlement requirements. The current procedures for collateralization of missing Shares require, among other things, that any cash collateral
shall be in the form of U.S. dollars in immediately available funds and shall be held by the Custodian and marked-to-market daily, and
that the fees of the Custodian and any sub-custodians in respect of the delivery, maintenance and redelivery of the cash collateral shall
be payable by the Authorized Participant. The Authorized Participant’s agreement will permit the Fund, on behalf of the Portfolio,
to purchase the missing Shares or acquire the Deposit Securities and the Cash Component underlying such Shares at any time and will subject
the Authorized Participant to liability for any shortfall between the cost to the Fund of purchasing such Shares, Deposit Securities or
Cash Component and the value of the collateral.
In
the event of a level 3 market-wide circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the market-wide
trading halt is considered the close of regular trading and no creation orders for the current trade date will be accepted after that
time (the “cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders should
be placed in proper form on the following business day.
In
certain cases, Authorized Participants will redeem and create Creation Unit Aggregations of the same Portfolio on the same trade date.
In these instances, the Fund reserves the right to settle these transactions on a net basis.
With
respect to in-kind redemptions by a Portfolio, in connection with taking delivery of shares of Fund Securities upon redemption of Creation
Units, an Authorized Participant must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody
providers in each jurisdiction in which any of the Fund Securities are customarily traded (or such other arrangements as allowed by the
Fund or its agents), to which account such Fund Securities will be delivered. Deliveries of redemption proceeds generally will be made
within prescribed settlement periods.
If
it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Fund Securities, the Fund may
in its discretion exercise its option to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption
proceeds in cash. In addition, an investor may request a redemption in cash that each Portfolio may, in its sole discretion, permit. In
either case, the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares next determined after
the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions
specified above, to offset the Fund’s brokerage and other transaction costs associated with the disposition of Fund Securities).
An
Authorized Participant submitting a redemption request is deemed to represent to the Fund that it (or its client) (i) owns outright
or has full legal authority and legal beneficial right to tender for redemption the requisite number of Shares to be redeemed and can
receive the entire proceeds of the redemption, and (ii) the Shares to be redeemed have not been loaned or pledged to another party nor
are they the subject of a repurchase agreement, securities lending agreement or such other arrangement which would preclude the delivery
of such Shares to the Fund. The Fund reserves the right to verify these representations at its discretion, but will typically require
verification with respect to a redemption request from a Portfolio in connection with higher levels of redemption activity and/or short
interest in a Portfolio. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification
of its representations as determined by the Fund, the redemption request will not be considered to have been received in proper form and
may be rejected by the Fund.
Redemptions
of Shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and each Portfolio (whether
or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund could not
lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such
laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security
included in the Fund Securities applicable to the redemption of Creation Units may be paid an equivalent amount of cash. The Authorized
Participant may request the redeeming investor of the Shares to complete an order form or to enter into agreements with respect to such
matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified institutional buyer,” (“QIB”)
as such term is defined under Rule 144A of the Securities Act, will not be able to receive Fund Securities that are restricted securities
eligible for resale under Rule 144A. An Authorized Participant may be required by the Fund to provide a written confirmation with
respect to QIB status in order to receive Fund Securities.
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Regular
Foreign Holidays.
The
Portfolios generally intend to effect deliveries of Creation Units and portfolio securities on a basis of prescribed settlement periods.
The Portfolios may effect deliveries of Creation Units and portfolio securities on a basis other than prescribed settlement periods in
order to accommodate local holiday schedules, to account for different treatment among foreign and U.S. markets of dividend record dates
and ex-dividend dates or under certain other circumstances. The ability of the Fund to effect in-kind creations and redemptions within
prescribed settlement periods in good form is subject, among other things, to the condition that, within the time period from the date
of the order to the date of delivery of the securities, there are no days that are holidays in the applicable foreign market. For every
occurrence of one or more intervening holidays in the applicable foreign market that are not holidays observed in the U.S. equity market,
the redemption settlement cycle may be extended by the number of such intervening holidays. In addition to holidays, other unforeseeable
closings in a foreign market due to emergencies may also prevent the Fund from delivering securities within normal settlement periods.
The securities delivery cycles currently practicable for transferring portfolio securities to redeeming Authorized Participants, coupled
with foreign market holiday schedules, will require a delivery process longer than prescribed settlement periods for the Portfolios, in
certain circumstances. In such cases, the local market settlement procedures will not commence until the end of the local holiday periods.
The timing of settlement may also be affected by the proclamation of new holidays, the treatment by market participants of certain days
as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially shortened
trading hours), the elimination of existing holidays or changes in local securities delivery practices. Because the portfolio securities
of the Portfolios may trade on days that the Listing Exchange is closed or on days that are not Business Days for the Portfolios, Authorized
Participants may not be able to redeem their shares of the Portfolios, or to purchase and sell shares of the Portfolios on the Listing
Exchange, on days when the NAV of the Portfolios could be significantly affected by events in the relevant non-U.S. markets.
Required
Early Acceptance of Orders.
Notwithstanding
the foregoing, as described in the Participant Agreement and the applicable order form, a Portfolio may require orders to be placed up
to one or more Business Days prior to the trade date, as described in the Participant Agreement or the applicable order form, in order
to receive the trade date’s NAV. Orders to purchase Shares that are submitted on the Business Day immediately preceding a holiday
or a day (other than a weekend) that the equity markets in the relevant foreign market are closed will not be accepted. Authorized Participants
may be notified that the cut-off time for an order may be earlier on a particular Business Day, as described in the Participant Agreement
and the applicable order form.
Creation/Redemption
Transaction Fee.
A
transaction fee, as set forth in the table below, is imposed for the transfer and other transaction costs associated with the purchase
or redemption of Creation Units, as applicable. Authorized Participants will be required to pay a fixed creation transaction fee and/or
a fixed redemption transaction fee, as applicable, on a given day regardless of the number of Creation Units created or redeemed on that
day. Each Portfolio may adjust the transaction fee from time to time, and a Portfolio may waive all or a portion of its applicable transaction
fee(s). An additional charge or a variable charge (discussed below) will be applied to certain creation and redemption transactions, including
non-standard orders and whole or partial cash purchases or redemptions. With respect to creation orders, Authorized Participants are responsible
for the costs of transferring the securities constituting the Deposit Securities to the account of the Fund and with respect to redemption
orders, Authorized Participants are responsible for the costs of transferring the Portfolio Securities from the Fund to their account
or on their order. Investors who use the services of a broker or other such intermediary may also be charged a fee for such services.
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Creation
and Redemption Transaction Fees:
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Disciplined
International Equity ETF |
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[•]
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Global
Secured Options ETF |
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[•] |
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[•] |
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[•] |
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*
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An
additional charge of up to three (3) times the standard transaction fee may be charged to the extent a transaction is outside of the clearing
process.
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**
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In
addition to the transaction fees listed above, a Portfolio may charge an additional variable fee for creations and redemptions in cash,
partial cash creations and redemptions, and non-standard orders to offset brokerage and impact expenses associated with the cash transaction.
The variable transaction fee will be calculated based on historical transaction cost data and the Advisor’s view of current market
conditions; however, the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred
by a Portfolio with respect to that transaction. |
Cash
Redemptions.
A
Portfolio may pay out the proceeds of redemptions of Creation Unit Aggregations solely in cash or through any combination of cash or securities.
In addition, an investor may request a redemption in cash that a Portfolio may, in its sole discretion, permit. In either case, the Authorized
Participant will receive a cash payment equal to the NAV of its shares based on the NAV of shares of the Portfolio next determined after
the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions
specified above, to offset the Fund’s brokerage and other transaction costs associated with the disposition of Fund Securities).
Proceeds will be paid to the Authorized Participant redeeming shares on behalf of the redeeming investor as soon as practicable after
the date of redemption. If the Authorized Participant acts as a broker for a Portfolio in connection with the sale of Fund Securities,
the Authorized Participant will also be required to pay certain brokerage commissions, taxes, and transaction and market impact costs
as discussed under the heading “Brokerage Transactions” herein.
Redemptions
of shares for Fund Securities will be subject to compliance with applicable federal and state securities laws and each Portfolio (whether
or not it otherwise permits cash redemptions) reserves the right to redeem Creation Unit Aggregations for cash to the extent that the
Fund could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities
under such laws.
Additional
Redemption Procedures.
The
right of redemption may be suspended or the date of payment postponed with respect to a Portfolio (1) for any period during which
the Listing Exchange is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the
Listing Exchange is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of
the Portfolio’s Shares or determination of its NAV is not reasonably practicable; or (4) in such other circumstance as is permitted
by the SEC.
ADDITIONAL
INFORMATION CONCERNING TAXES
The
following summarizes certain additional tax considerations generally affecting the Portfolios and their shareholders that are not described
in the Prospectuses. No attempt is made to present a detailed explanation of the tax treatment of the Portfolios or their shareholders,
and the discussions here and in the Prospectuses are not intended as a substitute for careful tax planning. Potential investors should
consult their tax advisers with specific reference to their own tax situations.
The
discussions of the Federal tax consequences in the Prospectuses and this SAI are based on the Code, and the regulations issued under it,
and court decisions and administrative interpretations as in effect on the date of this SAI. Future legislative or administrative changes
or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive.
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General
Each
Portfolio qualified during its last taxable year and intends to continue to qualify as a regulated investment company under Subchapter
M of Subtitle A, Chapter 1, of the Code. As a regulated investment company, each Portfolio generally is exempt from Federal income tax
on its net investment income and realized capital gains that it distributes to shareholders. To qualify for treatment as a regulated investment
company, each Portfolio must meet three important tests each year.
First,
each Portfolio must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments
with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income
derived with respect to its business of investing in such stock, securities, or currencies or net income derived from interests in qualified
publicly traded partnerships.
Second,
generally, at the close of each quarter of its taxable year, at least 50% of the value of each Portfolio’s assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated investment companies and securities of other issuers as
to which the Portfolio has not invested more than 5% of the value of its total assets in securities of such issuer and as to which the
Portfolio does not hold more than 10% of the outstanding voting securities of the issuer, and no more than 25% of the value of each Portfolio’s
total assets may be invested in the securities of (1) any one issuer (other than U.S. Government securities and securities of other regulated
investment companies), (2) two or more issuers that the Portfolio controls and which are engaged in the same or similar trades or businesses,
or (3) one or more qualified publicly traded partnerships.
Third,
each Portfolio must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income
and the excess of net short-term capital gain over net long-term capital loss) before taking into account any deduction for dividends
paid, and 90% of its tax-exempt income, if any, for the year.
Each
Portfolio intends to comply with these requirements. If a Portfolio were to fail to make sufficient distributions, it could be liable
for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Portfolio could be disqualified
as a regulated investment company. If for any taxable year a Portfolio were not to qualify as a regulated investment company, all its
taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In that event,
taxable shareholders would recognize dividend income on distributions to the extent of the Portfolio’s current and accumulated earnings
and profits and corporate shareholders could be eligible for the dividends-received deduction.
The
Code imposes a nondeductible 4% excise tax on regulated investment companies that fail to distribute each year an amount equal to specified
percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). Each Portfolio
intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.
Taxation
of Certain Investments
The
tax principles applicable to transactions in certain financial instruments, such as futures contracts and options, that may be engaged
in by a Portfolio, and investments in passive foreign investment companies (“PFICs”), are complex and, in some cases, uncertain.
Such transactions and investments may cause a Portfolio to recognize taxable income prior to the receipt of cash, thereby requiring the
Portfolio to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders to avoid corporate-level
tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term capital gain, so that the distributions
may be taxable to shareholders as ordinary income.
In
addition, in the case of any shares of a PFIC in which a Portfolio invests, the Portfolio may be liable for corporate-level tax on any
ultimate gain or distributions on the shares if the Portfolio fails to make an election to recognize income annually during the period
of its ownership of the shares.
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Capital
Loss Carryforwards
The
Portfolios have not commenced operations as of the date of this SAI. Accordingly, the Portfolios do not have any capital loss carryforwards. The
following Predecessor Fund has available capital loss carryforwards as of October 31, 2025, that may be carried forward indefinitely retaining
their tax character to offset future net capital gains to the extent permitted by the Code and applicable tax regulations as follows:
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Utilization
of the capital loss carryforwards of the Global Secured Options is severely limited currently and in future years pursuant to Section
382 of the Code. |
Special
Considerations Regarding Investment in Options and Futures
The
Global Secured Options ETF expects to purchase and to sell various call options and put options. In general, option premiums received
by a Portfolio are not immediately included in the income of the Portfolio. Instead, the premiums are taken into account when the option
contract expires, the option is exercised by the holder, or the Portfolio transfers or otherwise terminates the option (e.g.,
through a closing transaction). If a call option written by a Portfolio is exercised and the Portfolio sells or delivers the underlying
stock, the Portfolio generally will recognize capital gain or loss equal to (a) the sum of the exercise price and the option premium received
by the Portfolio minus (b) the Portfolio’s basis in the stock. That gain or loss generally will be short-term or long-term depending
on the holding period of the underlying stock. If a put option written by a Portfolio is exercised and the Portfolio purchases the underlying
stock, that purchase does not give rise to any gain or loss at that time and the Portfolio’s basis in the stock will generally equal
the exercise price of the put option reduced by the premium the Portfolio received for writing the option. Gain or loss with respect to
any termination of the Portfolio’s obligation under an option other than through the exercise of the option and the related sale
or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the
Portfolio is greater or less than the amount paid by the Portfolio (if any) in terminating the transaction. Thus, for example, if an option
written by the Portfolio expires unexercised, the Portfolio generally will recognize short-term gain equal to the premium received.
A
Portfolio’s writing of covered call options, and a Portfolio’s holding of certain other offsetting positions, may in turn
trigger the Federal income tax straddle rules of Section 1092 of the Code, requiring that losses be deferred and holding periods
be tolled on offsetting positions in options and stocks deemed to constitute substantially similar or related property. Options on single
stocks that are not “deep in the money” may give rise to qualified covered calls, which generally are not subject to the straddle
rules. The holding period on stock underlying covered calls that are “in the money” although not “deep in the money”
will be suspended during the period that such calls are outstanding. Thus the straddle rules and the rules governing qualified covered
calls could cause gains that would otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions
that would otherwise constitute qualified dividend income or qualify for the dividends received deduction to fail to satisfy the holding
period requirements and therefore to be taxed as ordinary income or to fail to qualify for the 50% dividends received deduction for Portfolio
shareholders that are corporations.
The
tax treatment of certain futures contracts which may be entered into by the Global Secured Options ETF, as well as listed non-equity options
which may be written or purchased by a Portfolio on U.S. exchanges (including options on futures contracts, broad-based equity indices
and debt securities) may be governed by Section 1256 of the Code (“Section 1256 contracts”). Gains or losses on
Section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (“60/40”), although
certain foreign currency gains and losses from those contracts may be treated as ordinary in character. Also, any Section 1256 contracts
held by the Portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under
the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized
and the resulting gain or loss is treated as 60/40 or ordinary gain or loss, as applicable.
In
addition to the special rules for options and futures transactions, the Global Secured Options ETF’s, transactions in other derivatives
(for example, forward contracts and swap agreements) as well as any of its other hedging transactions, may be subject to one or more special
tax rules (including the notional principal contract, constructive sale, wash sale and short sale rule). These rules may affect whether
gains and losses recognized by the Portfolio are treated as ordinary or
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capital
or as short-term or long-term, accelerate the recognition of income or gains by the Portfolio, defer losses of the Portfolio, and cause
adjustments in the holding periods of the Portfolio’s securities. These rules, therefore, could affect the amount, timing and character
of distributions to shareholders. In addition, because the tax rules applicable to derivative financial instruments are in some cases
uncertain under current law, an adverse determination or future guidance by the Internal Revenue Service with respect to these rules (which
determination or guidance could be retroactive) may affect whether the Portfolio has made sufficient distributions, and otherwise satisfied
the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Creation
Units
As
a result of U.S. federal income tax requirements, the Fund on behalf of each Portfolio, has the right to reject an order for a creation
of shares if the creator (or group of creators) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares
of a Portfolio and if, pursuant to Section 351 of the Code, the Portfolio would have a basis in the Deposit Securities different
from the market value of such securities on the date of deposit. The Fund also has the right to require information necessary to determine
beneficial share ownership for purposes of the 80% determination. See the discussion above under the heading, “Purchase and Redemption
of Creation Unit Aggregations - Acceptance of Orders of Creation Units.”
State
and Local Taxes
Although
each Portfolio intends to qualify as a regulated investment company and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent
contractors are located, or in which it is otherwise deemed to be conducting business, a Portfolio may be subject to the tax laws of such
states or localities.
SHAREHOLDERS
SHOULD CONSULT THEIR TAX ADVISOR REGARDING ANY UNITED STATES FEDERAL TAX CONSEQUENCES OF HOLDING SHARES IN THE PORTFOLIOS IN LIGHT OF
THEIR INDIVIDUAL CIRCUMSTANCES AS WELL AS ANY FOREIGN, STATE AND LOCAL OR OTHER TAX CONSEQUENCES THAT MAY ARISE AS A RESULT OF HOLDING
SHARES IN A PORTFOLIO.
Description
of Shares and Voting Rights
The
shares of each Portfolio have no preference as to conversion, exchange, dividends, retirement or other rights, and, when issued and paid
for as provided in the Prospectus, will be fully paid and non-assessable. The shares of each Portfolio have no pre-emptive rights and
do not have cumulative voting rights, which means that the holders of more than 50% of the shares of the Fund voting for the election
of its Board members can elect 100% of the Board of that Fund if they choose to do so. A shareholder is entitled to one vote for each
full share held (and a fractional vote for each fractional share held), then standing in his or her name on the books of the particular
Portfolio. The Fund will not hold annual meetings of shareholders, except as required by the 1940 Act, the next sentence and other applicable
law. The Fund has undertaken that its Board will call a meeting of shareholders for the purpose of voting upon the question of removal
of a Board member or members if such a meeting is requested in writing by the holders of not less than 10% of the outstanding shares of
the particular Portfolio. To the extent required by the undertaking, the particular Portfolio will assist shareholder communication in
such matters.
Rule 18f-2
under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment
company shall not be deemed to have been effectively acted upon unless approved by a majority of the outstanding shares of the Portfolio
or class affected by the matter. The Portfolio or class is affected by a matter unless it is clear that the interests of the Portfolio
or class in the matter are substantially identical or that the matter does not affect any interest of the Portfolio or class. Under Rule
18f-2, the approval of an investment advisory agreement or any change in a fundamental investment policy would be effectively acted upon
with respect to the Portfolio only if approved by a majority of the outstanding shares of the Portfolio. However, Rule 18f-2 also provides
that the ratification of independent public accountants and the election of directors or trustees may be effectively acted upon by shareholders
of the Fund voting without regard to the Portfolio.
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Notwithstanding
any provision of Maryland law requiring a greater vote of the Fund’s common stock (or of the shares of the Portfolio or class voting
separately as a class) in connection with any corporate action, unless otherwise provided by law (for example by Rule 18f-2 discussed
above) or by the Fund’s Articles of Amendment and Restatement, the Fund may take or authorize such action upon the favorable vote
of the holders of more than 50% of the outstanding common stock of the Fund entitled to vote thereon. Under Maryland law, the Board may
liquidate a Portfolio or class without shareholder approval.
Role
of the DTC. DTC acts as Securities Depository for the shares of the Portfolios which are represented
by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
DTC,
a limited-purpose trust company, was created to hold securities of its participants (“DTC Participants”) and to facilitate
the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes
in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities’ certificates. DTC Participants
include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of which (and/or
their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).
Beneficial
ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are referred to herein as “Beneficial
Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants)
and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial
Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of shares. No Beneficial Owner
shall have the right to receive a certificate representing such shares. The laws of some jurisdictions may require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire
beneficial interests in shares of a Fund.
Conveyance
of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement
between the Fund and DTC, DTC is required to make available to the Fund upon request and for a fee to be charged to the Fund a listing
of the Shares held by each DTC Participant. The Fund shall inquire of each such DTC Participant as to the number of Beneficial Owners
holding shares, directly or indirectly, through such DTC Participant. The Fund shall provide each such DTC Participant with copies of
such notice, statement or other communication, in such form and number and at such place as such DTC Participant may reasonably request,
in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial
Owners. In addition, the Fund shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant
to such transmittal, all subject to applicable statutory and regulatory requirements.
Share
distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt
of any such distributions, shall immediately credit DTC Participants’ accounts with payments in amounts proportionate to their respective
beneficial interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and
Beneficial Owners of shares held through such DTC Participants will be governed by standing instructions and customary practices, as is
now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will
be the responsibility of such DTC Participants.
The
Fund has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on
account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such
DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants. DTC may decide to discontinue
its service with respect to the Shares at any time by giving reasonable notice to the Fund and discharging its responsibilities with respect
thereto under applicable law. Under such circumstances, the Fund shall take action to find a replacement for DTC to perform its functions
at a comparable cost.
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Certain
Record Holders
To
the Fund’s knowledge, the following shareholders held of record or beneficially owned 5% or more of the outstanding shares of the
indicated Portfolio as of [•], 2026. Any shareholder that owns more than 25% of the outstanding shares of a Portfolio or class may
be presumed to “control” (as that term is defined in the 1940 Act) the Portfolio or class. Shareholders controlling a Portfolio
or class could have the ability to vote a majority of the shares of the Portfolio or class on any matter requiring approval of shareholders
of the Portfolio or class.
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Disciplined
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Global
Secured Options ETF |
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As
of [•], 2026, the Directors and Officers of the Fund collectively owned less than 1% of the outstanding shares of each of the Fund’s
Portfolios.
Dividends
and Distributions
Each
Portfolio’s policy is to distribute substantially all of its net investment income, if any, together with any net realized capital
gains in the amount and at the times that will avoid both income (including capital gains) taxes on it and the imposition of the Federal
excise tax on undistributed income and gains. The amounts of any income dividends or capital gains distributions for a Portfolio cannot
be predicted.
The
Fund’s Financial Statements for the Predecessor Funds for the fiscal year ended October 31, 2025, and the financial highlights for
each of the respective periods presented, appearing in the 2025 Annual Financial Statements on Form N-CSR, and the reports thereon
of [•], the Fund’s independent registered public accounting firm, also appearing therein on Form N-CSR, are incorporated
by reference in this SAI. No other parts of the 2025 Annual Financial Statements are incorporated herein.
The
Fund’s Prospectus and this SAI do not contain all the information included in the Registration Statement filed with the SEC under
the Securities Act of 1933, as amended, with respect to the securities offered by the Prospectuses. Certain portions of the Registration
Statement have been omitted from the Prospectus and this SAI pursuant to the rules and regulations of the SEC. The Registration Statement,
including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C.
Statements
contained in the Prospectus or in this SAI as to the contents of any contract or other documents referred to are not necessarily complete,
and in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement
of which the Prospectus and this SAI form a part, each such statement being qualified in all respects by such reference.
The
third-party marks appearing above are the marks of their respective owners.
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DESCRIPTION
OF SECURITIES RATINGS
Short-Term
Credit Ratings
An
S&P Global Ratings short-term issue credit rating is generally assigned
to those obligations considered short-term in the relevant market. The following summarizes the rating categories used by S&P Global
Ratings for short-term issues:
“A-1”
– A short-term obligation rated “A-1” is rated in the highest category by S&P Global Ratings. The obligor’s
capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with
a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
“A-2”
– A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments
on the obligation is satisfactory.
“A-3”
– A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions
or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.
“B”
– A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s
inadequate capacity to meet its financial commitments.
“C”
– A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
“D”
– A short-term obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments,
the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings
believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days
will be treated as five business days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating
on an obligation is lowered to “D” if it is subject to a distressed debt restructuring.
Local
Currency and Foreign Currency Ratings – S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency
ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor
has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.
“NR”
– This indicates that a rating has not been assigned or is no longer assigned.
Moody’s
Investors Service (“Moody’s”) short-term ratings are forward-looking
opinions of the relative credit risks of financial obligations with an original maturity of thirteen months or less and reflect both on
the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of
default or impairment.
Moody’s
employs the following designations to indicate the relative repayment ability of rated issuers:
“P-1”
– Issuers (or supporting institutions) rated Prime-1 reflect a superior ability to repay short-term obligations.
“P-2”
– Issuers (or supporting institutions) rated Prime-2 reflect a strong ability to repay short-term obligations.
“P-3”
– Issuers (or supporting institutions) rated Prime-3 reflect an acceptable ability to repay short-term obligations. “NP”
– Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. “NR” –
Is assigned to an unrated issuer, obligation and/or program.
Fitch,
Inc./Fitch Ratings Ltd. (“Fitch”) short-term issuer or obligation rating
is based in all cases on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations
in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity.
Short-term
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ratings
are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention.1 Typically,
this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance
markets. The following summarizes the rating categories used by Fitch for short-term obligations:
“F1”
– Securities possess the highest short-term credit quality. This designation indicates the strongest intrinsic capacity for timely
payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
“F2”
– Securities possess good short-term credit quality. This designation indicates good intrinsic capacity for timely payment of financial
commitments.
“F3”
– Securities possess fair short-term credit quality. This designation indicates that the intrinsic capacity for timely payment of
financial commitments is adequate.
“B”
– Securities possess speculative short-term credit quality. This designation indicates minimal capacity for timely payment of financial
commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
“C”
– Securities possess high short-term default risk. Default is a real possibility.
“RD”
– Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues
to meet other financial obligations. Typically applicable to entity ratings only.
“D”
– Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. “NR” –
Is assigned to an issue of a rated issuer that are not and have not been rated.
The
Morningstar DBRS® Ratings Limited (“Morningstar DBRS”)
short-term obligation ratings provide Morningstar DBRS’ opinion on the risk that an issuer will not meet its short-term financial
obligations in a timely manner. The obligations rated in this category typically have a term of shorter than one year. The R-1 and R-2
rating categories are further denoted by the subcategories “(high)”, “(middle)”, and “(low)”.
The
following summarizes the ratings used by Morningstar DBRS for commercial paper and short-term debt:
“R-1
(high)” - Short-term debt rated “R-1 (high)” is of the highest credit quality. The capacity for the payment of short-term
financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events.
“R-1
(middle)” – Short-term debt rated “R-1 (middle)” is of superior credit quality. The capacity for the payment of
short-term financial obligations as they fall due is very high. Differs from “R-1 (high)” by a relatively modest degree. Unlikely
to be significantly vulnerable to future events.
“R-1
(low)” – Short-term debt rated “R-1 (low)” is of good credit quality. The capacity for the payment of short-term
financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories. May be vulnerable
to future events, but qualifying negative factors are considered manageable.
“R-2
(high)” – Short-term debt rated “R-2 (high)” is considered to be at the upper end of adequate credit quality.
The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.
“R-2
(middle)” – Short-term debt rated “R-2 (middle)” is considered to be of adequate credit quality. The capacity
for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may be exposed
to other factors that could reduce credit quality.
“R-2
(low)” – Short-term debt rated “R-2 (low)” is considered to be at the lower end of adequate credit quality. The
capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. A number
of challenges are present that could affect the issuer’s ability to meet such obligations.
“R-3”
– Short-term debt rated “R-3” is considered to be at the lowest end of adequate credit quality. There is a capacity
for the payment of short-term financial obligations as they fall due. May be vulnerable to future events, and the certainty of meeting
such obligations could be impacted by a variety of developments.
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“R-4”
– Short-term debt rated “R-4” is considered to be of speculative credit quality. The capacity for the payment of short-term
financial obligations as they fall due is uncertain.
“R-5”
– Short-term debt rated “R-5” is considered to be of highly speculative credit quality. There is a high level of uncertainty
as to the capacity to meet short-term financial obligations as they fall due.
“D”
– A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding-up statute,
or there is a failure to satisfy an obligation after the exhaustion of grace periods. Morningstar DBRS may also use “SD” (Selective
Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.
Long-Term
Issue Credit Ratings
The
following summarizes the ratings used by S&P Global Ratings for long-term
issues:
“AAA”
– An obligation rated “AAA” has the highest rating assigned by S&P Global Ratings. The obligor’s capacity
to meet its financial commitments on the obligation is extremely strong.
“AA”
– An obligation rated “AA” differs from the highest-rated obligations only to a small degree. The obligor’s capacity
to meet its financial commitments on the obligation is very strong.
“A”
– An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the
obligation is still strong.
“BBB”
– An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
“BB,”
“B,” “CCC,” “CC” and “C” – Obligations rated “BB,” “B,”
“CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB”
indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions.
“BB”
– An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity
to meet its financial commitments on the obligation.
“B”
– An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB”, but the obligor
currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.
“CCC”
– An obligation rated “CCC” is currently vulnerable to nonpayment and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial,
or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
“CC”
– An obligation rated “CC” is currently highly vulnerable to nonpayment. The “CC” rating is used when a
default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time
to default.
“C”
– An obligation rated “C” is currently highly vulnerable to nonpayment, and the obligation is expected to have lower
relative seniority or lower ultimate recovery compared with obligations that are rated higher.
“D”
– An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the
“D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes
that such payments will be made within the next five business days in the absence of a stated grace period or within the earlier of the
stated grace period or the next 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition
or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
A rating on an obligation is lowered to “D” if it is subject to a distressed debt restructuring.
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Plus
(+) or minus (−) – Ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus
(−) sign to show relative standing within the rating categories.
“NR”
– This indicates that a rating has not been assigned, or is no longer assigned.
Local
Currency and Foreign Currency Ratings – S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency
ratings and local currency ratings. A foreign currency rating on an issuer can differ from the local currency rating on it when the obligor
has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated in a foreign currency.
Moody’s
long-term ratings are forward-looking opinions of the relative credit risks of
financial obligations with an original maturity of eleven months or more. Such ratings reflect both on the likelihood of default or impairment
on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. The following summarizes
the ratings used by Moody’s for long-term debt:
“Aaa”
– Obligations rated “Aaa” are judged to be of the highest quality, subject to the lowest level of credit risk. “Aa”
– Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk.
“A”
– Obligations rated “A” are judged to be upper-medium grade and are subject to low credit risk.
“Baa”
– Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may possess
certain speculative characteristics.
“Ba”
– Obligations rated “Ba” are judged to be speculative and are subject to substantial credit risk. “B” –
Obligations rated “B” are considered speculative and are subject to high credit risk.
“Caa”
– Obligations rated “Caa” are judged to be speculative of poor standing and are subject to very high credit risk.
“Ca”
– Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect of recovery
of principal and interest.
“C”
– Obligations rated “C” are the lowest rated and are typically in default, with little prospect for recovery of principal
or interest.
Note:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from “Aa” through “Caa.”
The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
“NR”
– Is assigned to unrated obligations, obligation and/or program. The following summarizes long-term ratings used by Fitch:
“AAA”
– Securities considered to be of the highest credit quality. “AAA” ratings denote the lowest expectation of credit risk.
They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely
to be adversely affected by foreseeable events.
“AA”
– Securities considered to be of very high credit quality. “AA” ratings denote expectations of very low credit risk.
They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable
events.
“A”
– Securities considered to be of high credit quality. “A” ratings denote expectations of low credit risk. The capacity
for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or
economic conditions than is the case for higher ratings.
“BBB”
– Securities considered to be of good credit quality. “BBB” ratings indicate that expectations of credit risk are currently
low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely
to impair this capacity.
“BB”
– Securities considered to be speculative. “BB” ratings indicates an elevated vulnerability to credit risk, particularly
in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available
to allow financial commitments to be met.
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“B”
– Securities considered to be highly speculative. “B” ratings indicate that material credit risk is present “CCC”
– A “CCC” rating indicates that substantial credit risk is present.
“CC”
– A “CC” rating indicates very high levels of credit risk.
“C”
– A “C” rating indicates exceptionally high levels of credit risk.
Defaulted
obligations typically are not assigned “RD” or “D” ratings but are instead rated in the “CCC” to “C”
rating categories, depending on their recovery prospects and other relevant characteristics. Fitch believes that this approach better
aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Plus
(+) or minus (−) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added
to the “AAA” obligation rating category, or to corporate finance obligation ratings in the categories below “CCC”.
“NR”
– Is assigned to an unrated issue of a rated issuer.
The
Morningstar DBRS long-term obligation ratings provide Morningstar DBRS’
opinion on the risk that investors may not be repaid in accordance with the terms under which the long-term obligation was issued. The
obligations rated in this category typically have a term of one year or longer. All rating categories from AA to CCC contain subcategories
“(high)” and “(low)”. The absence of either a “(high)” or “(low)” designation indicates
the rating is in the middle of the category. The following summarizes the ratings used by Morningstar DBRS for long-term debt:
“AAA”
– Long-term debt rated “AAA” is of the highest credit quality. The capacity for the payment of financial obligations
is exceptionally high and unlikely to be adversely affected by future events.
“AA”
– Long-term debt rated “AA” is of superior credit quality. The capacity for the payment of financial obligations is
considered high. Credit quality differs from “AAA” only to a small degree. Unlikely to be significantly vulnerable to future
events.
“A”
– Long-term debt rated “A” is of good credit quality. The capacity for the payment of financial obligations is substantial,
but of lesser credit quality than “AA.” May be vulnerable to future events, but qualifying negative factors are considered
manageable.
“BBB”
– Long-term debt rated “BBB” is of adequate credit quality. The capacity for the payment of financial obligations is
considered acceptable. May be vulnerable to future events.
“BB”
– Long-term debt rated “BB” is of speculative, non-investment grade credit quality. The capacity for the payment of
financial obligations is uncertain. Vulnerable to future events.
“B”
– Long-term debt rated “B” is of highly speculative credit quality. There is a high level of uncertainty as to the capacity
to meet financial obligations.
“CCC”,
“CC” and “C” – Long-term debt rated in any of these categories is of very highly speculative credit quality.
In danger of defaulting on financial obligations. There is little difference between these three categories, although “CC”
and “C” ratings are normally applied to obligations that are seen as highly likely to default or subordinated to obligations
rated in the “CCC” to “B” range. Obligations in respect of which default has not technically taken place but is
considered inevitable may be rated in the “C” category.
“D”
– A downgrade to “D” may occur when the issuer has filed under any applicable bankruptcy, insolvency or winding up statute
or there is a failure to satisfy an obligation after the exhaustion of grace periods. Morningstar DBRS may also use “SD” (Selective
Default) in cases where only some securities are impacted, such as the case of a “distressed exchange”.
Municipal
Note Ratings
An
S&P Global Ratings U.S. municipal note rating reflects S&P Global
Ratings’ opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will
likely receive a note rating. Notes with an
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maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign,
S&P Global Ratings’ analysis will review the following considerations:
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Municipal
Short-Term Note rating symbols are as follows:
“SP-1”
– A municipal note rated “SP-1” exhibits a strong capacity to pay principal and interest. An issue determined to possess
a very strong capacity to pay debt service is given a plus (+) designation.
“SP-2”
– A municipal note rated “SP-2” exhibits a satisfactory capacity to pay principal and interest, with some vulnerability
to adverse financial and economic changes over the term of the notes.
“SP-3”
– A municipal note rated “SP-3” exhibits a speculative capacity to pay principal and interest.
“D”
– This rating is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of
a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic
stay provisions.
Moody’s
uses the global short-term Prime rating scale (listed above under Short-Term Credit
Ratings) for commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external
letters of credit or liquidity facilities, or by an issuer’s self-liquidity.
For
other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment Grade (“MIG”)
and Variable Municipal Investment Grade (“VMIG”) scales provided below.
Moody’s
uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which typically
mature in three years or less.
MIG
Scale
“MIG-1”
– This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable
liquidity support, or demonstrated broad-based access to the market for refinancing.
“MIG-2”
– This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
“MIG-3”
– This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing
is likely to be less well-established.
“SG”
– This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
“NR”
– Is assigned to an unrated obligation, obligation and/or program.
In
the case of variable rate demand obligations (“VRDOs”), Moody’s assigns both a long-term rating and a short-term payment
obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term
payment obligation rating addresses the ability of the issuer or the liquidity provider to meet any purchase price payment obligation
resulting from optional tenders (“on demand”) and/or mandatory tenders of the VRDO. The short-term payment obligation rating
uses the VMIG scale. Transitions of VMIG ratings with conditional liquidity support differ from transitions of Prime ratings reflecting
the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade.
Moody’s
typically assigns the VMIG rating if the frequency of the payment obligation is less than every three years. If the frequency of the payment
obligation is less than three years but the obligation is payable only with remarketing proceeds, the VMIG short-term rating is not assigned
and it is denoted as “NR”.
“VMIG-1”
– This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength
of the liquidity provider and structural and legal protections.
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“VMIG-2”
– This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity
provider and structural and legal protections.
“VMIG-3”
– This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength
of the liquidity provider and structural and legal protections.
“SG”
– This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity
provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections.
“NR”
– Is assigned to an unrated obligation, obligation and/or program.
About
Credit Ratings
An
S&P Global Ratings issue credit rating is a forward-looking opinion about
the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific
financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness
of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation
is denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its financial
commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate
payment in the event of default.
Ratings
assigned on Moody’s global long-term and short-term rating scales are
forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions,
structured finance vehicles, project finance vehicles, and public sector entities.
Fitch’s
credit ratings are forward-looking opinions on the relative ability of an entity
or obligation to meet financial commitments. Issuer Default Ratings (IDRs) are assigned to corporations, sovereign entities, financial
institutions such as banks, leasing companies and insurers, and public finance entities (local and regional governments). Issue-level
ratings are also assigned and often include an expectation of recovery, which may be notched above or below the issuer-level rating. Issue
ratings are assigned to secured and unsecured debt securities, loans, preferred stock and other instruments. Credit ratings are indications
of the likelihood of repayment in accordance with the terms of the issuance. In limited cases, Fitch may include additional considerations
(i.e., rate to a higher or lower standard than that implied in the obligation’s documentation).
Morningstar
DBRS offers independent, transparent, and innovative credit analysis to the market.
Credit ratings are forward-looking opinions about credit risk that reflect the creditworthiness of an issuer, rated entity, security and/or
obligation based on Morningstar DBRS’ quantitative and qualitative analysis in accordance with applicable methodologies and criteria.
They are meant to provide opinions on relative measures of risk and are not based on expectations of, or meant to predict, any specific
default probability. Credit ratings are not statements of fact. Morningstar DBRS issues credit ratings using one or more categories, such
as public, private, provisional, final(ized), solicited, or unsolicited. From time to time, credit ratings may also be subject to trends,
placed under review, or discontinued. Morningstar DBRS credit ratings are determined by credit rating committees.
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APPENDIX
B — PROXY VOTING PROCEDURES
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Glenmede
Policy Recommendation: Where ISS Benchmark and Sustainability recommendations differ on an agenda item,
enter Sustainability vote recommendation and rationale and check the Refer + box.
Leverage
Sustainability policy recommendations in all other cases.
Glenmede
Policy Recommendation: Generally vote against proposals to provide management with the authority to
adjourn an annual or special meeting absent compelling reasons to support the proposal.
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Vote for proposals that
relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. |
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Vote against proposals if
the wording is too vague or if the proposal includes “other business.” |
Amend
Quorum Requirements
Glenmede
Policy Recommendation: Vote case-by-case on proposals to reduce quorum requirements for shareholder
meetings below a majority of the shares outstanding, taking into consideration:
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The new quorum threshold
requested; |
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The rationale presented
for the reduction; |
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The market capitalization
of the company (size, inclusion in indices); |
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The company’s ownership
structure; |
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Previous voter turnout or
attempts to achieve quorum; |
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Any provisions or commitments
to restore quorum to a majority of shares outstanding, should voter turnout improve sufficiently; and |
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Other factors as appropriate.
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general, a quorum threshold kept as close to a majority of shares outstanding as is achievable is preferred.
Vote
case-by-case on directors who unilaterally lower the quorum requirements below a majority of the shares outstanding, taking into consideration
the factors listed above.
Glenmede
Policy Recommendation: Vote for bylaw or charter changes that are of a housekeeping nature (updates
or corrections).
Glenmede
Policy Recommendation: Vote for proposals to change the corporate name unless there is compelling evidence
that the change would adversely impact shareholder value.
Change
Date, Time, or Location of Annual Meeting
Glenmede
Policy Recommendation: Vote for management proposals to change the date, time, or location of the annual
meeting unless the proposed change is unreasonable.
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Vote
against shareholder proposals to change the date, time, or location of the annual meeting unless the current scheduling or location is
unreasonable.
Glenmede
Policy Recommendation: Vote against proposals to approve other business when it appears as voting item.
Auditor
Indemnification and Limitation of Liability
Glenmede
Policy Recommendation: Vote case-by-case on the issue of auditor indemnification and limitation of
liability. Factors to be assessed include, but are not limited to:
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The terms of the auditor
agreement-the degree to which these agreements impact shareholders’ rights; |
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The motivation and rationale
for establishing the agreements; |
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The quality of the company’s
disclosure; and |
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The company’s historical
practices in the audit area. |
Vote
against or withhold from members of an audit committee in situations where there is persuasive evidence that the audit committee entered
into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue
legitimate legal recourse against the audit firm.
Glenmede
Policy Recommendation: Vote for proposals to ratify auditors unless any of the following apply:
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An auditor has a financial
interest in or association with the company, and is therefore not independent; |
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There is reason to believe
that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position;
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Poor accounting practices
are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in
Section 404 disclosures; or |
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Fees for non-audit services
(“Other” fees) are excessive. |
Non-audit
fees are excessive if:
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Non-audit (“other”)
fees > audit fees + audit-related fees + tax compliance/preparation fees |
Tax
compliance and preparation include the preparation of original and amended tax returns and refund claims, and tax payment planning. All
other services in the tax category, such as tax advice, planning, or consulting, should be added to “Other” fees. If the breakout
of tax fees cannot be determined, add all tax fees to “Other” fees.
In
circumstances where “Other” fees include fees related to significant one-time capital structure events (such as initial public
offerings, bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature of those fees that are
an exception to the standard “non-audit fee” category, then such fees may be excluded from the non-audit fees considered in
determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit
fees are excessive.
Shareholder
Proposals Limiting Non-Audit Services
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals asking companies to prohibit or limit
their auditors from engaging in non-audit services.
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Shareholder
Proposals on Audit Firm Rotation
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals asking for audit firm rotation, taking
into account:
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The tenure of the audit
firm; |
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The length of rotation specified
in the proposal; |
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Any significant audit-related
issues at the company; |
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The number of audit committee
meetings held each year; |
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The number of financial
experts serving on the committee; and |
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Whether the company has
a periodic renewal process where the auditor is evaluated for both audit quality and competitive price. |
Voting
on Director Nominees in Uncontested Elections
Four
fundamental principles apply when determining votes on director nominees:
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Accountability:
Boards should be sufficiently accountable to shareholders, including through transparency of the company’s governance practices
and regular board elections, by the provision of sufficient information for shareholders to be able to assess directors and board composition,
and through the ability of shareholders to remove directors. |
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Responsiveness:
Directors should respond to investor input, such as that expressed through significant opposition to management proposals, significant
support for shareholder proposals (whether binding or non- binding), and tender offers where a majority of shares are tendered. |
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Composition:
Companies should seek directors who can add value to the board through specific skills or expertise and who can devote sufficient time
and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while
ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide
range of perspectives. |
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Independence:
Boards should be sufficiently independent from management (and significant shareholders) so as to ensure that they are able and motivated
to effectively supervise management’s performance for the benefit of all shareholders, including in setting and monitoring the execution
of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that
support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership
position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently
independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors. |
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Glenmede
Policy Recommendation: Generally vote for director nominees, except under the following circumstances
(with new nominees1 considered on a case-by-case basis):
Problematic
Takeover Defenses, Capital Structure, and Governance Structures
Classified
Board Structure: The board is classified, and a continuing director responsible for a problematic governance
issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees
(except new) may be held accountable.
Removal
of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of,
state laws requiring a classified board structure.
Director
Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled
with sustained poor performance relative to peers. Sustained poor performance is measured by one-, three-, and five-year total shareholder
returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration
the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:
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A classified board structure;
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A supermajority vote requirement;
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Either a plurality vote
standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections; |
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The inability of shareholders
to call special meetings; |
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The inability of shareholders
to act by written consent; |
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A multi-class capital structure;
and/or |
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A non–shareholder-approved
poison pill. |
Poison
Pills: Generally vote against or withhold from all nominees (except new nominees1,
who should be considered case-by-case) if:
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The company has a poison
pill with a deadhand or slowhand feature2; |
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The board makes a material
adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder
approval; or |
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The company has a long-term
poison pill (with a term of over one year) that was not approved by the public shareholders3. |
Vote
case-by-case on nominees if the board adopts an initial short-term pill3 (with a term of one year or less) without shareholder
approval, taking into consideration:
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The trigger threshold and
other terms of the pill; |
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The disclosed rationale
for the adoption; |
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The context in which
the pill was adopted, (e.g.) industry factors such as the company’s size and stage of development, sudden changes in its market
capitalization, and extraordinary industry-wide or macroeconomic events); |
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A commitment to put any
renewal to a shareholder vote; |
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The company’s overall
track record on corporate governance and responsiveness to shareholders; and |
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Other factors as relevant.
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Unilateral
Bylaw/Charter Amendments:
Generally vote against or withhold from directors individually, committee
members, or the entire board (except new nominees2, who should be considered case-by-case)
if the board amends the company’s bylaws or charter without shareholder approval in a manner that materially diminishes shareholders’
rights or that could adversely impact shareholders, considering the following factors:
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The board’s rationale
for adopting the bylaw/charter amendment without shareholder ratification; |
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Disclosure by the company
of any significant engagement with shareholders regarding the amendment; |
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The level of impairment
of shareholders’ rights caused by the board’s unilateral amendment to the bylaws/charter; |
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The board’s track
record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
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The company’s ownership
structure; |
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The company’s existing
governance provisions; |
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The timing of the board’s
amendment to the bylaws/charter in connection with a significant business development; and, |
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Other factors, as deemed
appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless
the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees.
Generally
vote against (except new nominees, who should be considered case-by-case) if the directors:
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Adopted supermajority vote
requirements to amend the bylaws or charter; |
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• |
Eliminated shareholders’
ability to amend bylaws; |
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Adopted a fee-shifting provision;
or |
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Adopted another provision
deemed egregious. |
Problematic
Governance Structure: For companies that hold or held their first annual meeting7
of public shareholders after Feb. 1, 2015,4 generally vote against or withhold from directors individually, committee members,
or the entire board
(except
new nominees1, who should be considered case-by-case) if, prior to or in connection
with the company’s public
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offering,
the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder
rights
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Supermajority vote requirements
to amend the bylaws or charter; |
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A classified board structure;
or |
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Other egregious provisions.
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A
provision which specifies that the problematic structure(s) will be sunset within seven years of the date of going public will be considered
a mitigating factor.
Unless
the adverse provision is reversed or removed, vote case-by-case on director nominees in subsequent years.
Unequal
Voting Rights: Generally vote withhold or against directors individually, committee members, or the
entire board (except new nominees1, who should be considered case-by-case), if the
company employs a multi-class capital structure with unequal voting rights5.
Exceptions
to this policy will generally be limited to:
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Newly-public companies6
with a sunset provision of no more than seven years from the date of going public; |
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Limited Partnerships and
the Operating Partnership (OP) unit structure of REITs; |
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Convertible preferred shares
that vote on an “as-converted” basis; |
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Situations where the
enhanced voting rights are limited in duration and applicability, such as where they are intended to overcome low voting turnout and ensure
approval of a specific non-controversial agenda item and “mirrored voting” applies; |
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Situations where the unequal
voting rights are considered de minimis; or |
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The company provides
sufficient protections for minority shareholders, such as allowing minority shareholders a regular binding vote on whether the capital
structure should be maintained. |
Management
Proposals to Ratify Existing Charter or Bylaw Provisions: Vote against/withhold from individual directors,
members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering
the following factors:
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The presence of a shareholder
proposal addressing the same issue on the same ballot; |
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The board’s rationale
for seeking ratification; |
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Disclosure of actions to
be taken by the board should the ratification proposal fail; |
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Disclosure of shareholder
engagement regarding the board’s ratification request; |
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The level of impairment
to shareholders’ rights caused by the existing provision; |
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The history of management
and shareholder proposals on the provision at the company’s past meetings; |
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Whether the current provision
was adopted in response to the shareholder proposal; |
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The company’s ownership
structure; and |
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Previous use of ratification
proposals to exclude shareholder proposals. |
Restricting
Binding Shareholder Proposals: Generally vote against or withhold from members of the governance committee
if:
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The company’s governing
documents impose undue restrictions on shareholders’ ability to amend the bylaws. Such restrictions include but are not limited
to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements, subject matter restrictions,
or time holding requirement in excess of SEC Rule 14a-8. Vote against or withhold on an ongoing basis. |
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Submission of management
proposals to approve or ratify requirements in excess of SEC Rule 14a-8 for the submission of binding bylaw amendments will generally
be viewed as an insufficient restoration of shareholders’ rights. Generally, continue to vote against or withhold on an ongoing
basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right
is submitted for shareholder approval. |
Problematic
Audit-Related Practices
Generally,
vote against or withhold from the members of the audit committee if:
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The non-audit fees paid
to the auditor are excessive (see discussion under “Auditor Ratification”); |
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The company receives an
adverse opinion on the company’s financial statements from its auditor; or |
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There is persuasive evidence
that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company,
or its shareholders, to pursue legitimate legal recourse against the audit firm. |
Vote
case-by-case on members of the audit committee and potentially the full board if:
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Poor accounting practices
are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in
Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts
at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
Problematic
Compensation Practices
In
the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, vote against or withhold
from the members of the compensation committee and potentially the full board if:
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There is a significant misalignment
between CEO pay and company performance (pay for performance); |
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The company maintains significant
problematic pay practices; |
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The board exhibits a significant
level of poor communication and responsiveness to shareholders; |
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The company fails to
include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or
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The company fails to include
a Frequency of Say on Pay ballot item when required under SEC provisions. |
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Non-Employee Director Pay: Generally vote against members of the board committee responsible for approving/setting
non-employee director compensation if there is a pattern (i.e. two or more consecutive or non-consecutive years/across multiple years)
of awarding excessive or otherwise problematic7 non-employee director compensation without disclosing a compelling rationale
or other mitigating factors.
Adverse
recommendations may be warranted in the first year for director pay issues that are considered egregious.
Problematic
Pledging of Company Stock: Vote against the members of the committee that oversees risks related to
pledging, or the full board, where a significant level of pledged company stock by executives or directors raises concerns. The following
factors will be considered:
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The presence of an anti-pledging
policy, disclosed in the proxy statement, that prohibits future pledging activity; |
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The magnitude of aggregate
pledged shares in terms of total common shares outstanding, market value, and trading volume; |
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Disclosure of progress or
lack thereof in reducing the magnitude of aggregate pledged shares over time; |
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Disclosure in the proxy
statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
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Any other relevant factors.
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Environmental,
Social and Governance (ESG) Failures
Under
extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:
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Material failures of
governance, stewardship, risk oversight8, or fiduciary responsibilities at the company,
including failure to adequately guard against or manage ESG risks; |
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A lack of sustainability
reporting in the company’s public documents and/or website in conjunction with a failure to adequately manage or mitigate ESG risks;
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Failure to replace management
as appropriate; or |
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Egregious actions related
to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management
and serve the best interests of shareholders at any company. |
Climate
Risk Mitigation and Net Zero
For
companies that are significant greenhouse gas (GHG) emitters, through their operations or value chain9,
generally vote against or withhold from the incumbent chair of the responsible committee (or other directors on a case-by-case basis)
in cases where Glenmede Policy determines that the company is not taking the minimum steps need to be aligned with a Net Zero by 2050
trajectory.
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Minimum
steps needed to be considered to be aligned with a Net Zero by 2050 trajectory are (all minimum criteria will be required to be in alignment
with the policy):
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The company has detailed
disclosure of climate-related risks, such as according to the framework established by the Task Force on Climate-related Financial Disclosures
(TCFD), including: |
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Board governance measures;
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Risk management analyses;
and |
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The company has declared
a Net Zero target by 2050 or sooner and the target includes scope 1, 2, and relevant scope 3 emissions. |
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The company has set a
medium-term target for reducing its GHG emissions and the targets include scope 1, 2, and relevant scope 3 emissions. |
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The company has a decarbonization
strategy in place, with a defined set of quantitative and qualitative actions to reach Net Zero targets. |
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Expectations about what
constitutes “minimum steps needed to be aligned with a Net Zero by 2050 trajectory” will increase over time. |
Vote
case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
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The board failed to act
on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management
proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous
year. Factors that will be considered are: |
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Disclosed outreach efforts
by the board to shareholders in the wake of the vote; |
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Rationale provided in the
proxy statement for the level of implementation; |
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The subject matter of the
proposal; |
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The level of support for
and opposition to the resolution in past meetings; |
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Actions taken by the board
in response to the majority vote and its engagement with shareholders; |
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The continuation of the
underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
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Other factors as appropriate.
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The board failed to act
on takeover offers where the majority of shares are tendered; |
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At the previous board
election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the
issue(s) that caused the high withhold/against vote. |
Vote
case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and/or the say-on-pay proposal when the company’s
previous say-on-pay received support of less than 70 percent of votes cast. Factors that will be considered in assessing board responsiveness
include:
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Disclosure of engagement
efforts with major institutional investors regarding the issues that contributed to the low level of support (including the timing and
frequency of engagements and whether independent directors participated); |
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Disclosure of the specific
concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
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Disclosure of specific and
meaningful actions taken to address shareholders’ concerns; |
If
the company discloses meaningful engagement efforts, but in addition states that it was unable to obtain specific feedback, Glenmede Policy
will assess company actions taken in response to the say-on-pay vote as well as the company’s explanation as to why such actions
are beneficial for shareholders.
Additional
factors that may be considered include:
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Whether the issues raised
are recurring or isolated; |
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The company’s ownership
structure |
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Significant corporate activity,
such as a recent merger or proxy contest; and |
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Any other compensation action
or factor considered relevant to assessing board responsiveness. |
If
the say-on-pay support level was less than 50 percent of votes cast, this would warrant the highest degree of responsiveness, as assessed
under the factors noted above.
Vote
case-by-case on Compensation Committee members (or, in exceptional cases, the full board) if the board implements an advisory vote on
executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.
Attendance
at Board and Committee Meetings: Generally vote against or withhold from directors (except nominees
who served only part of the fiscal year10) who attend less than 75 percent of the
aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed
in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:
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Medical issues/illness;
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Family emergencies; and
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Missing only one meeting
(when the total of all meetings is three or fewer). |
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In cases of chronic poor
attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, generally vote against
or withhold from appropriate members of the nominating/governance committees or the full board. |
If
the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her
board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question.
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Overboarded
Directors: Generally, vote against or withhold from individual directors who:
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Sit on more than five public
company boards; or |
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Are CEOs of public companies
who sit on the boards of more than two public companies besides their own—withhold only at their outside boards11.
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Glenmede
Policy Recommendation: Generally vote against or withhold from the chair of the nominating committee,
or other nominees on a case-by-case basis, if the board lacks at least one director of an underrepresented gender identity12.
Racial
and/or Ethnic Diversity
Glenmede
Policy Recommendation: Generally vote against or withhold from the chair of the nominating committee
(or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members13.
Vote
against or withhold from non-independent directors (Executive Directors and Non-Independent Non-Executive Directors per Glenmede Policy’s
Classification of Directors) when:
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Independent directors comprise
50 percent or less of the board; |
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The non-independent director
serves on the audit, compensation, or nominating committee; |
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• |
The company lacks an
audit, compensation, or nominating committee so that the full board functions as that committee; or |
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The company lacks a formal
nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
Glenmede
Policy Classification of Directors – U.S.
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1.1.
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Current officer[1]
of the company or one of its affiliates[2]. |
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2.
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Non-Independent
Non-Executive Director
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Board
Identification
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2.1.
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Director identified as not
independent by the board.
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Controlling/Significant
Shareholder
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2.2.
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Beneficial owner of more
than 50 percent of the company’s voting power (this may be aggregated if voting power is distributed among more than one member
of a group).
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Current
Employment at Company or Partnership
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2.3.
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Non-officer employee of
the firm (including employee representatives).
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2.4.
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Officer[1],
former officer, or general or limited partner of a joint venture or partnership with the company.
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Former
Employment
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2.5.
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Former CEO of the company.[3],[4]
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2.6.
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Former non-CEO officer[1]
of the company or an affiliate[2] within the past five years.
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2.7.
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Former officer[1]
of an acquired company within the past five years[4].
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2.8.
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Officer[1]of
a former parent or predecessor firm at the time the company was sold or split off within the past five years.
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2.9.
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Former interim officer
if the service was longer than 18 months. If the service was between 12 and 18 months an assessment of the interim officer’s employment
agreement will be made.[5] |
Family
Members
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2.10.
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Immediate family member[6]
of a current or former officer[1] of the company or its affiliates[2]
within the last five years.
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2.11.
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Immediate family member[6]
of a current employee of company or its affiliates[2] where additional factors
raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its
affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role).
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Professional,
Transactional, and Charitable Relationships
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2.12.
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Director who (or whose
immediate family member[6]) currently provides professional services[7]
in excess of $10,000 per year to: the company,
an affiliate[2], or an individual officer of the company or an affiliate; either directly
or is (or whose family member is) a partner, employee, or controlling shareholder of an organization which provides the services.
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2.13.
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Director who (or whose
immediate family member[6]) currently has any material transactional relationship[8]
with the company or its affiliates[2]; or who is (or whose immediately family member[6]
is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship[8]
(excluding investments in the company through a private placement).
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2.14.
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Director who (or whose
immediate family member[6]) is a trustee,
director, or employee of a charitable or non-profit organization that receives material grants or endowments[8]
from the company or its affiliates[2]. |
Other
Relationships
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2.15.
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Party to a voting agreement[9]
to vote in line with management on proposals being brought to shareholder vote. |
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2.16.
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Has (or an immediate
family member[6] has) an interlocking relationship as defined by the SEC involving
members of the board of directors or its Compensation Committee[10].
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2.17.
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Founder[11]
of the company but not currently an employee.
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2.18.
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Director with pay comparable
to Named Executive Officers.
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2.19.
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Any material[12]
relationship with the company.
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3.1.
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No material[12]
connection to the company other than a board seat. |
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[1]
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The
definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the
Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers
of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit,
division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions
are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will be classified
as an Affiliated Outsider under “Any material relationship with the company.” However, if the company provides explicit disclosure
that the director is not receiving additional compensation in excess of $10,000 per year for serving in that capacity, then the director
will be classified as an Independent Outsider.
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[2]
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“Affiliate”
includes a subsidiary, sibling company, or parent company. Glenmede Policy uses 50 percent control ownership by the parent company as
the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate.
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[3]
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Includes
any former CEO of the company prior to the company’s initial public offering (IPO).
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[4]
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When
there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, Glenmede Policy will
generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable
listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other
conflicting relationships or related party transactions.
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[5]
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Glenmede
Policy will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term
health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. Glenmede
Policy will also consider if a formal search process was under way for a full-time officer at the time.
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[6]
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“Immediate
family member” follows the SEC’s definition of such and covers spouses, parents, children, step-parents, step-children, siblings,
in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer,
or significant shareholder of the company.
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[7]
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Professional
services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making,
and typically have a commission- or fee-based payment structure. Professional services generally include, but are not limited to the following:
investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services;
accounting/audit services; consulting services; marketing services; legal services; property management services; realtor services; lobbying
services; executive search services; and IT consulting services. The following would generally be considered transactional relationships
and not professional services: deposit services; IT tech support services; educational services; and construction services. The case of
participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality
test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual
does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional
service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors
is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are
assumed to be professional services unless the company explains why such services are not advisory. |
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[8]
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A
material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or
receives annual payments from, another entity exceeding the greater of $200,000 or 5 percent of the recipient’s gross revenues,
in the case of a company which follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross
revenues, in the case of a company which follows NYSE listing standards. In the case of a company which follows neither of the preceding
standards, Glenmede Policy will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds
from the transaction).
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[9]
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Dissident
directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as independent outsiders
if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’
interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of
actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships
or related party transactions.
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[10]
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Interlocks
include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such
a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation
or similar committees (or, in the absence of such a committee, on the board).
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[11]
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The
operating involvement of the founder with the company will be considered; if the founder was never employed by the company, Glenmede Policy
may deem him or her an independent outsider.
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[12]
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For
purposes of Glenmede Policy’s director independence classification, “material” will be defined as a standard of relationship
(financial, personal or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the
boardroom in a manner that would have a meaningful impact on an individual’s ability to satisfy requisite fiduciary standards on
behalf of shareholders. |
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Other
Board-Related Proposals
Board
refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure the evolving
needs of the board are met and to bring in fresh perspectives, skills, and diversity as needed.
Term/Tenure
Limits
Glenmede
Policy Recommendation: Vote case-by-case on management proposals regarding director term/tenure limits,
considering:
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• |
The rationale provided for
adoption of the term/tenure limit; |
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• |
The robustness of the company’s
board evaluation process; |
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• |
Whether the limit is of
sufficient length to allow for a broad range of director tenures; |
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• |
Whether the limit would
disadvantage independent directors compared to non-independent directors; and |
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• |
Whether the board will
impose the limit evenly, and not have the ability to waive it in a discriminatory manner. |
Vote
case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits, considering:
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• |
The scope of the shareholder
proposal; and |
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• |
Evidence of problematic
issues at the company combined with, or exacerbated by, a lack of board refreshment. |
Age
Limits
Glenmede
Policy Recommendation: Generally vote against management and shareholder proposals to limit the tenure
of independent directors through mandatory retirement ages. Vote for proposals to remove mandatory age limits.
Glenmede
Policy Recommendation: Vote for proposals seeking to fix the board size or designate a range for the
board size.
Vote
against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Classification/Declassification
of the Board
Glenmede
Policy Recommendation: Vote against proposals to classify (stagger) the board.
Vote
for proposals to repeal classified boards and to elect all directors annually.
Glenmede
Policy Recommendation: Generally vote for proposals seeking disclosure on a CEO succession planning
policy, considering, at a minimum, the following factors:
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• |
The reasonableness/scope
of the request; and |
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The company’s existing
disclosure on its current CEO succession planning process. |
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Glenmede
Policy Recommendation: Generally vote against management proposals to eliminate cumulate voting, and
for shareholder proposals to restore or provide for cumulative voting, unless:
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The company has proxy
access, thereby allowing shareholders to nominate directors to the company’s ballot; and |
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• |
The company has adopted
a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director
resignation policy to address failed elections. |
Vote
for proposals for cumulative voting at controlled companies (insider voting power > 50%).
Director
and Officer Indemnification, Liability Protection, and Exculpation
Glenmede
Policy Recommendation: Vote case-by-case on proposals on director and officer indemnification liability
protection, and exculpation14.
Consider
the stated rationale for the proposed change. Also consider, among other factors, the extent to which the proposal would:
|
• |
Eliminate entirely directors’
and officers’ liability for monetary damages for violating the duty of care. |
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• |
Eliminate directors’
and officers’ liability for monetary damages for violating the duty of loyalty. |
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• |
Expand coverage beyond
just legal expenses to liability for acts that are more serious violations of fiduciary obligation than mere carelessness. |
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• |
Expand the scope of indemnification
to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide
indemnification for, at the discretion of the company’s board (i.e., “permissive indemnification”), but that previously
the company was not required to indemnify. |
Vote
for only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful
if both of the following apply:
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• |
If the individual was
found to have acted in good faith and in a manner that the individual reasonably believed was in the best interests of the company; and
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• |
If only the director’s
legal expenses would be covered. |
Establish/Amend
Nominee Qualifications
Glenmede
Policy Recommendation: Vote case-by-case on proposals that establish or amend director qualifications.
Votes should be based on the reasonableness of the criteria and the degree to which they may preclude dissident nominees from joining
the board.
Vote
case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject matter expertise, considering:
|
• |
The company’s board
committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers; |
|
• |
The company’s existing
board and management oversight mechanisms regarding the issue for which board oversight is sought; |
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The company’s disclosure
and performance relating to the issue for which board oversight is sought and any significant related controversies; and |
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• |
The scope and structure
of the proposal. |
Establish
Other Board Committee Proposals
Glenmede
Policy Recommendation: Generally vote against shareholder proposals to establish a new board committee,
as such proposals seek a specific oversight mechanism/structure that potentially limits a company’s flexibility to determine an
appropriate oversight mechanism for itself. However, the following factors will be considered:
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• |
Existing oversight mechanisms
(including current committee structure) regarding the issue for which board oversight is sought; |
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• |
Level of disclosure
regarding the issue for which board oversight is sought; |
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• |
Company performance related
to the issue for which board oversight is sought; |
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• |
Board committee structure
compared to that of other companies in its industry sector; and |
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• |
The scope and structure
of the proposal. |
Filling
Vacancies/Removal of Directors
Glenmede
Policy Recommendation: Vote against proposals that provide that directors may be removed only for cause.
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• |
Vote for proposals to restore
shareholders’ ability to remove directors with or without cause. |
|
• |
Vote against proposals
that provide that only continuing directors may elect replacements to fill board vacancies. |
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• |
Vote for proposals that
permit shareholders to elect directors to fill board vacancies. |
One
of the principal functions of the board is to monitor and evaluate the performance of the CEO and other executive officers. The board
chair’s duty to oversee management may be compromised when he/she is connected to or a part of the management team. Generally, Glenmede
Policy recommends supporting shareholder proposals that would require that the position of board chair be held by an individual with no
materials ties to the company other than their board seat.
Glenmede
Policy Recommendation: Generally, support shareholder proposals that would require the board chair
to be independent of management.
Majority
of Independent Directors/Establishment of Independent Committees
Glenmede
Policy Recommendation: Vote for shareholder proposals asking that a majority or more of directors be
independent unless the board composition already meets the proposed threshold by the Glenmede Policy’s definition of independent
outsider. (See Glenmede Policy Classification of Directors – U.S.)
Vote
for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors
unless they currently meet that standard.
Majority
Vote Standard for the Election of Directors
Glenmede
Policy Recommendation: Generally vote for management proposals to adopt a majority of votes cast standard
for directors in uncontested elections. Vote against if no carve-out for a plurality vote standard in contested elections is included.
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Generally
vote for precatory and binding shareholder resolutions requesting that the board change the company’s bylaws to stipulate that directors
need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated.
Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.
Companies
are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines
so that the company will promptly address the situation of a holdover director.
Glenmede
Policy Recommendation: Generally vote for management and shareholder proposals for proxy access with
the following provisions:
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• |
Ownership
threshold: maximum requirement not more than three percent (3%) of the voting power; |
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• |
Ownership
duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group;
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• |
Aggregation:
minimal or no limits on the number of shareholders permitted to form a nominating group; |
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• |
Cap:
cap on nominees of generally twenty-five percent (25%) of the board. |
Review
for reasonableness any other restrictions on the right of proxy access.
Generally
vote against proposals that are more restrictive than these guidelines.
Require
More Nominees than Open Seats
Glenmede
Policy Recommendation: Vote against shareholder proposals that would require a company to nominate
more candidates than the number of open board seats.
Shareholder
Engagement Policy (Shareholder Advisory Committee)
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting that the board establish
an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless
the company has the following features, as appropriate:
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• |
Established a communication
structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the
board; |
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• |
Effectively disclosed information
with respect to this structure to its shareholders; |
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• |
Company has not ignored
majority-supported shareholder proposals or a majority withhold vote on a director nominee; and |
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• |
The company has an independent
chair or a lead director, according to Glenmede Policy’s definition. This individual must be made available for periodic consultation
and direct communication with major shareholders. |
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Proxy
Contests/Proxy Access -Voting for Director Nominees in Contested Elections
Glenmede
Policy Recommendation: Vote case-by-case on the election of directors in contested elections, considering
the following factors:
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• |
Long-term financial performance
of the company relative to its industry; |
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• |
Management’s track
record; |
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• |
Background to the contested
election; |
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• |
Nominee qualifications and
any compensatory arrangements; |
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• |
Strategic plan of dissident
slate and quality of the critique against management; |
|
• |
Likelihood that the proposed
goals and objectives can be achieved (both slates); and |
|
• |
Stock ownership positions.
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In
the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional
factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election
(such as whether or not there are more candidates than board seats).
Glenmede
Policy Recommendation: In cases where companies are targeted in connection with public “vote-no”
campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections.
Take into consideration the arguments submitted by shareholders and other publicly available information.
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Shareholder
Rights & Defenses |
Advance
Notice Requirements for Shareholder Proposals/Nominations
Glenmede
Policy Recommendation: Vote case-by-case on advance notice proposals, giving support to those proposals
which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window
possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review.
To
be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to
the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the
notice period (also known as a 90-120 day window). The submittal window is the period under which shareholders must file their proposal/nominations
prior to the deadline.
In
general, support additional efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position
in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information
to review such proposals.
Amend
Bylaws without Shareholder Consent
Glenmede
Policy Recommendation: Vote against proposals giving the board exclusive authority to amend the bylaws.
Vote
for proposals giving the board the ability to amend the bylaws in addition to shareholders.
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Control
Share Acquisition Provisions
Control
share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds.
Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested
shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting
disenfranchisement if the bidder continues buying up a large block of shares.
Glenmede
Policy Recommendation: Vote for proposals to opt out of control share acquisition statutes unless doing
so would enable the completion of a takeover that would be detrimental to shareholders.
Vote
against proposals to amend the charter to include control share acquisition provisions.
Vote
for proposals to restore voting rights to the control shares.
Control
Share Cash-Out Provisions
Control
share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense
of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders
are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.
Glenmede
Policy Recommendation: Vote for proposals to opt out of control share cash-out statutes.
Disgorgement
provisions require an acquirer or potential acquirer of more than a certain percentage of a company’s stock to disgorge, or pay
back, to the company any profits realized from the sale of that company’s stock purchased 24 months before achieving control status.
All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor’s
gaining control status are subject to these recapture-of-profits provisions.
Glenmede
Policy Recommendation: Vote for proposals to opt out of state disgorgement provisions.
Glenmede
Policy Recommendation: Vote case-by-case on proposals to adopt fair price provisions (provisions that
stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors
such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism
for determining the fair price.
Generally
vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Glenmede
Policy Recommendation: Vote for proposals to opt out of state freeze-out provisions. Freeze-out provisions
force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of
the company.
Greenmail
payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since
only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates
against all other shareholders.
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Glenmede
Policy Recommendation: Vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise
restrict a company’s ability to make greenmail payments.
Vote
case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
Shareholder
Litigation Rights
Federal
Forum Selection Provisions
Federal
forum selection provisions require that U.S. federal courts be the sole forum for shareholders to litigate claims arising under federal
securities law.
Glenmede
Policy Recommendation: Generally vote for federal forum selection provisions in the charter or bylaws
that specify “the district courts of the United States” as the exclusive forum for federal securities law matters, in the
absence of serious concerns about corporate governance or board responsiveness to shareholders.
Vote
against provisions that restrict the forum to a particular federal district court; unilateral adoption (without a shareholder vote) of
such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.
Exclusive
Forum Provisions for State Law Matters
Exclusive
forum provisions in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims
arising out of state corporate law, to the courts of a particular state (generally the state of incorporation).
Glenmede
Policy Recommendation: Generally vote for charter or bylaw provisions that specify courts located within
the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence of serious concerns about
corporate governance or board responsiveness to shareholders.
For
states other than Delaware, vote case-by-case on exclusive forum provisions, taking into consideration:
|
• |
The company’s stated
rationale for adopting such a provision; |
|
• |
Disclosure of past harm
from duplicative shareholder lawsuits in more than one forum; |
|
• |
The breadth of application
of the charter or bylaw provision, including the types of lawsuits to which it would apply and the definition of key terms; and |
|
• |
Governance features such
as shareholders’ ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt
to amend the charter or bylaws) and their ability to hold directors accountable through annual director elections and a majority vote
standard in uncontested elections. |
Generally
vote against provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or
that specify a particular local court within the state; unilateral adoption of such a provision will generally be considered a one-time
failure under the Unilateral Bylaw/Charter Amendments policy.
Fee-shifting
provisions in the charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses of the defendant
corporation and its directors and officers.
Glenmede
Policy Recommendation: Generally vote against provisions that mandate fee-shifting whenever plaintiffs
are not completely successful on the merits (i.e., including cases where the plaintiffs are partially successful).
Unilateral
adoption of a fee-shifting provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments
and Problematic Capital Structures policy.
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Net
Operating Loss (NOL) Protective Amendments
Glenmede
Policy Recommendation: Vote against proposals to adopt a protective amendment for the stated purpose
of protecting a company’s net operating losses (NOL) if the effective term of the protective amendment would exceed the shorter
of three years and the exhaustion of the NOL.
Vote
case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect
for the shorter of three years (or less) and the exhaustion of the NOL:
|
• |
The ownership threshold
(NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock
ownership percentage of an existing 5-percent holder); |
|
• |
Shareholder protection
mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL);
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|
• |
The company’s existing
governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any
other problematic governance concerns; and |
|
• |
Any other factors that may
be applicable. |
Poison
Pills (Shareholder Rights Plans)
Shareholder
Proposals to Put Pill to a Vote and/or Adopt a Pill Policy
Glenmede
Policy Recommendation: Vote for shareholder proposals requesting that the company submit its poison
pill to a shareholder vote or redeem it unless the company has: (1) A shareholder approved poison pill in place; or (2) The company has
adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if
either:
|
• |
Shareholders have approved
the adoption of the plan; or |
|
• |
The board, in its exercise
of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill
without the delay in adoption that would result from seeking stockholder approval (i.e., the
“fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote
within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately
terminate. |
If
the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote for the proposal,
but add the caveat that a vote within 12 months would be considered sufficient implementation.
Management
Proposals to Ratify a Poison Pill
Glenmede
Policy Recommendation: Vote case-by-case on management proposals on poison pill ratification, focusing
on the features of the shareholder rights plan. Rights plans should contain the following attributes:
|
• |
No lower than a 20% trigger,
flip-in or flip-over; |
|
• |
A term of no more than three
years; |
|
• |
No dead-hand, slow-hand,
no-hand or similar feature that limits the ability of a future board to redeem the pill; |
|
• |
Shareholder redemption
feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of
the shares may call a special meeting or seek a written consent to vote on rescinding the pill. |
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In
addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take
into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any
problematic governance concerns.
Management
Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)
Glenmede
Policy Recommendation: Vote against proposals to adopt a poison pill for the stated purpose of protecting
a company’s net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the
NOL.
Vote
case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be
the shorter of three years (or less) and the exhaustion of the NOL:
|
• |
The ownership threshold
to transfer (NOL pills generally have a trigger slightly below 5 percent); |
|
• |
Shareholder protection
mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
|
• |
The company’s existing
governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any
other problematic governance concerns; and |
|
• |
Any other factors that may
be applicable. |
Proxy
Voting Disclosure, Confidentiality, and Tabulation
Glenmede
Policy Recommendation: Vote case-by-case on proposals regarding proxy voting mechanics, taking into
consideration whether implementation of the proposal is likely to enhance or protect shareholder rights. Specific issues covered under
the policy include, but are not limited to, confidential voting of individual proxies and ballots, confidentiality of running vote tallies,
and the treatment of abstentions and/or broker non-votes in the company’s vote-counting methodology.
While
a variety of factors may be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in the proxy
voting process. The factors considered, as applicable to the proposal, may include:
|
• |
The scope and structure
of the proposal; |
|
• |
The company’s stated
confidential voting policy (or other relevant policies) and whether it ensures a “level playing field” by providing shareholder
proponents with equal access to vote information prior to the annual meeting; |
|
• |
The company’s vote
standard for management and shareholder proposals and whether it ensures consistency and fairness in the proxy voting process and
maintains the integrity of vote results; |
|
• |
Whether the company’s
disclosure regarding its vote counting method and other relevant voting policies with respect to management and shareholder proposals
are consistent and clear; |
|
• |
Any recent controversies
or concerns related to the company’s proxy voting mechanics; |
|
• |
Any unintended consequences
resulting from implementation of the proposal; and |
|
• |
Any other factors that may
be relevant. |
Ratification
Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions
Glenmede
Policy Recommendation: Generally vote against management proposals to ratify provisions of the company’s
existing charter or bylaws, unless these governance provisions align with best practice.
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addition, voting against/withhold from individual directors, members of the governance committee, or the full board may be warranted,
considering:
|
• |
The presence of a shareholder
proposal addressing the same issue on the same ballot; |
|
• |
The board’s rationale
for seeking ratification; |
|
• |
Disclosure of actions to
be taken by the board should the ratification proposal fail; |
|
• |
Disclosure of shareholder
engagement regarding the board’s ratification request; |
|
• |
The level of impairment
to shareholders’ rights caused by the existing provision; |
|
• |
The history of management
and shareholder proposals on the provision at the company’s past meetings; |
|
• |
Whether the current provision
was adopted in response to the shareholder proposal; |
|
• |
The company’s ownership
structure; and |
|
• |
Previous use of ratification
proposals to exclude shareholder proposals. |
Reimbursing
Proxy Solicitation Expenses
Glenmede
Policy Recommendation: Vote case-by-case on proposals to reimburse proxy solicitation expenses.
When
voting in conjunction with support of a dissident slate, vote for the reimbursement of all appropriate proxy solicitation expenses associated
with the election.
Generally
vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates
in a contested election where the following apply:
|
• |
The election of fewer than
50% of the directors to be elected is contested in the election; |
|
• |
One or more of the dissident’s
candidates is elected; |
|
• |
Shareholders are not permitted
to cumulate their votes for directors; and |
|
• |
The election occurred, and
the expenses were incurred, after the adoption of this bylaw. |
Reincorporation
Proposals
Glenmede
Policy Recommendation: Management or shareholder proposals to change a company’s state of incorporation
should be evaluated case-by-case, giving consideration to both financial and corporate governance concerns including the following:
|
• |
Reasons for reincorporation;
|
|
• |
Comparison of company’s
governance practices and provisions prior to and following the reincorporation; and |
|
• |
Comparison of corporation
laws of original state and destination state. |
Vote
for reincorporation when the economic factors outweigh any neutral or negative governance changes.
Shareholder
Ability to Act by Written Consent
Glenmede
Policy Recommendation: Generally vote against management and shareholder proposals to restrict or prohibit
shareholders’ ability to act by written consent.
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Generally
vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account
the following factors:
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Shareholders’ current
right to act by written consent; |
|
• |
The inclusion of exclusionary
or prohibitive language; |
|
• |
Investor ownership structure;
and |
|
• |
Shareholder support of,
and management’s response to, previous shareholder proposals. |
Vote
case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover
provisions:
|
• |
An unfettered15
right for shareholders to call special meetings at a 10 percent threshold; |
|
• |
A majority vote standard
in uncontested director elections; |
|
• |
No non-shareholder-approved
pill; and |
|
• |
An annually elected board.
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Shareholder
Ability to Call Special Meetings
Glenmede
Policy Recommendation: Vote against management or shareholder proposals to restrict or prohibit shareholders’
ability to call special meetings.
Generally
vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the
following factors:
|
• |
Shareholders’ current
right to call special meetings; |
|
• |
Minimum ownership threshold
necessary to call special meetings (10% preferred); |
|
• |
The inclusion of exclusionary
or prohibitive language; |
|
• |
Investor ownership structure;
and |
|
• |
Shareholder support of,
and management’s response to, previous shareholder proposals. |
Glenmede
Policy Recommendation: Vote against proposals that ask the board to consider non-shareholder constituencies
or other non-financial effects when evaluating a merger or business combination.
State
Antitakeover Statutes
Glenmede
Policy Recommendation: Vote case-by-case on proposals to opt in or out of state takeover statutes (including
fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, and anti-greenmail provisions).
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Supermajority
Vote Requirements
Glenmede
Policy Recommendation: Vote against proposals to require a supermajority shareholder vote.
Vote
for management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have
significant ownership levels, vote case-by-case, taking into account:
|
• |
Quorum requirements; and
|
Virtual
Shareholder Meetings
Glenmede
Policy Recommendation: Generally vote for management proposals allowing for the convening of shareholder
meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances
under which virtual-only16 meetings would be held, and to allow for comparable rights
and opportunities for shareholders to participate electronically as they would have during an in-person meeting.
Vote
case-by-case on shareholder proposals concerning virtual-only meetings, considering:
|
• |
Scope and rationale of the
proposal; and |
|
• |
Concerns identified with
the company’s prior meeting practices. |
Adjustments
to Par Value of Common Stock
Glenmede
Policy Recommendation: Vote for management proposals to reduce the par value of common stock unless
the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action.
Vote
for management proposals to eliminate par value.
Common
Stock Authorization
General
Authorization Requests
Glenmede
Policy Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of
common stock that are to be used for general corporate purposes:
|
• |
If share usage (outstanding
plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50%
of current authorized shares. |
|
• |
If share usage is 50%
to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares.
|
|
• |
If share usage is greater
than current authorized shares, vote for an increase of up to the current share usage. |
|
• |
In the case of a stock
split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
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Generally
vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized
shares is problematic, including, but not limited to:
|
• |
The proposal seeks to
increase the number of authorized shares of the class of common stock that has superior voting rights to other share classes; |
|
• |
On the same ballot is
a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share
authorization; |
|
• |
The company has a non-shareholder
approved poison pill (including an NOL pill); or |
|
• |
The company has previous
sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting
rights, without shareholder approval. |
However,
generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe
risks to shareholders of not approving the request, such as:
|
• |
In, or subsequent to,
the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a
going concern; |
|
• |
The company states that
there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
|
• |
A government body has in
the past year required the company to increase its capital ratios. |
For
companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against
all nominees if a unilateral capital authorization increase does not conform to the above policies.
Specific
Authorization Requests
Glenmede
Policy Recommendation: Generally vote for proposals to increase the number of authorized common shares
where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions,
private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions,
the allowable increase will be the greater of:
|
• |
twice the amount needed
to support the transactions on the ballot, and |
|
• |
the allowable increase as
calculated for general issuances above. |
Unequal
Voting Rights/Dual Class Structure
Glenmede
Policy Recommendation: Generally vote against proposals to create a new class of common stock unless:
|
• |
The company discloses a
compelling rationale for the dual-class capital structure, such as: |
|
• |
The company’s auditor
has concluded that there is substantial doubt about the company’s ability to continue as a going concern; or |
|
• |
The new class of shares
will be transitory; |
|
• |
The new class is intended
for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
|
• |
The new class is not designed
to preserve or increase the voting power of an insider or significant shareholder. |
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Generally
vote against proposals to create a new class of preferred stock with voting rights superior to the common stock unless:
|
• |
The preferred shares
are convertible into common shares and vote on an “as converted” basis prior to conversion, or |
|
• |
The enhanced voting rights
of the preferred shares have limited duration and applicability and the shares are voted in a way that mirrors the votes of the common
shares (i.e., where such shares are intended to overcome low voting turnout and ensure approval of a specific non-controversial agenda
item such as a reverse stock split needed to avoid a delisting). |
Issue
Stock for Use with Rights Plan
Glenmede
Policy Recommendation: Vote against proposals that increase authorized common stock for the explicit
purpose of implementing a non-shareholder- approved shareholder rights plan (poison pill).
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals that seek preemptive rights, taking
into consideration:
|
• |
The size of the company;
|
|
• |
The shareholder base; and
|
|
• |
The liquidity of the stock.
|
Preferred
Stock Authorization
General
Authorization Requests
Glenmede
Policy Recommendation: Vote case-by-case on proposals to increase the number of authorized shares of
preferred stock that are to be used for general corporate purposes:
|
• |
If share usage (outstanding
plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50%
of current authorized shares. |
|
• |
If share usage is 50%
to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares.
|
|
• |
If share usage is greater
than current authorized shares, vote for an increase of up to the current share usage. |
|
• |
In the case of a stock
split, the allowable increase is calculated (per above) based on the post-split adjusted authorization. |
|
• |
If no preferred shares
are currently issued and outstanding, vote against the request, unless the company discloses a specific use for the shares. |
Generally
vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized
shares is problematic, including, but not limited to:
|
• |
If the shares requested
are blank check preferred shares that can be used for antitakeover purposes;17 |
|
• |
The company seeks to
increase a class of non-convertible preferred shares entitled to more than one vote per share on matters that do not solely affect the
rights of preferred stockholders “supervoting shares”); |
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The company seeks to
increase a class of convertible preferred shares entitled to a number of votes greater than the number of common shares into which they’re
convertible (“supervoting shares”) on matters that do not solely affect the rights of preferred stockholders; |
|
• |
The stated intent of
the increase in the general authorization is to allow the company to increase an existing designated class of supervoting preferred shares;
|
|
• |
On the same ballot is
a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share
authorization; |
|
• |
The company has a non-shareholder
approved poison pill (including an NOL pill); or |
|
• |
The company has previous
sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting
rights, without shareholder approval. |
However,
generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe
risks to shareholders of not approving the request, such as:
|
• |
In, or subsequent to,
the company’s most recent 10-K filing, the company discloses that there is substantial doubt about its ability to continue as a
going concern; |
|
• |
The company states that
there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or |
|
• |
A government body has in
the past year required the company to increase its capital ratios. |
For
companies incorporated in states that allow increases in authorized capital without shareholder approval, generally vote withhold or against
all nominees if a unilateral capital authorization increase does not conform to the above policies.
Specific
Authorization Requests
Glenmede
Policy Recommendation: Generally vote for proposals to increase the number of authorized preferred
shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions,
private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions,
the allowable increase will be the greater of:
|
• |
twice the amount needed
to support the transactions on the ballot, and |
|
• |
the allowable increase as
calculated for general issuances above. |
Glenmede
Policy Recommendation: Vote case-by-case on recapitalizations (reclassifications of securities), taking
into account the following:
|
• |
More simplified capital
structure; |
|
• |
Fairness of conversion terms;
|
|
• |
Impact on voting power and
dividends; |
|
• |
Reasons for the reclassification;
|
|
• |
Conflicts of interest; and
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|
• |
Other alternatives considered.
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Glenmede
Policy Recommendation: Vote for management proposals to implement a reverse stock split if:
|
• |
The number of authorized
shares will be proportionately reduced; or |
|
• |
The effective increase
in authorized shares is equal to or less than the allowable increase calculated in accordance with Glenmede Policy’s Common Stock
Authorization policy. |
Vote
case-by-case on proposals that do not meet either of the above conditions, taking into consideration the following factors:
|
• |
Stock exchange notification
to the company of a potential delisting; |
|
• |
Disclosure of substantial
doubt about the company’s ability to continue as a going concern without additional financing; |
|
• |
The company’s rationale;
or |
|
• |
Other factors as applicable.
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Share
Repurchase Programs
Glenmede
Policy Recommendation: For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers
that are traded solely on U.S. exchanges, vote for management proposals to institute open-market
share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open-market
repurchases, in the absence of company-specific concerns regarding:
|
• |
The use of buybacks to inappropriately
manipulate incentive compensation metrics; |
|
• |
Threats to the company’s
long-term viability; or |
|
• |
Other company-specific factors
as warranted. |
Vote
case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility
for the repurchase authority to be misused, such as to repurchase shares from insiders at a premium to market price.
Stock
Distributions: Splits and Dividends
Glenmede
Policy Recommendation: Generally vote for management proposals to increase the common share authorization
for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable
increase calculated in accordance with Glenmede Policy’s Common Stock Authorization policy.
Glenmede
Policy Recommendation: Vote case-by-case on the creation of tracking stock, weighing the strategic
value of the transaction against such factors as:
|
• |
Adverse governance changes;
|
|
• |
Excessive increases in authorized
capital stock; |
|
• |
Unfair method of distribution;
|
|
• |
Diminution of voting rights;
|
|
• |
Adverse conversion features;
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Negative impact on stock
option plans; and |
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• |
Alternatives such as spin-off.
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Share
Issuance Mandates at U.S. Domestic Issuers Incorporated Outside the U.S.
Glenmede
Policy Recommendation: For U.S. domestic issuers incorporated outside the U.S. and listed solely on
a U.S. exchange, generally vote for resolutions to authorize the issuance of common shares up to 20 percent of currently issued common
share capital, where not tied to a specific transaction or financing proposal.
For
pre-revenue or other early-stage companies that are heavily reliant on periodic equity financing, generally vote for resolutions to authorize
the issuance of common shares up to 50 percent of currently issued common share capital. The burden of proof will be on the company to
establish that it has a need for the higher limit.
Renewal
of such mandates should be sought at each year’s annual meeting.
Vote
case-by-case on share issuances for a specific transaction or financing proposal.
Glenmede
Policy Recommendation: Vote for proposals to restore or provide shareholders with rights of appraisal.
Glenmede
Policy Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors:
|
• |
Financial and strategic
benefits; |
|
• |
How the deal was negotiated;
|
|
• |
Other alternatives for the
business; and |
Glenmede
Policy Recommendation: Vote case-by-case on asset sales, considering the following factors:
|
• |
Impact on the balance sheet/working
capital; |
|
• |
Potential elimination of
diseconomies; |
|
• |
Anticipated financial and
operating benefits; |
|
• |
Anticipated use of funds;
|
|
• |
Value received for the asset;
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|
• |
How the deal was negotiated;
and |
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Glenmede
Policy Recommendation: Vote case-by-case on bundled or “conditional” proxy proposals. In
the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint
effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive,
support such proposals.
Glenmede
Policy Recommendation: Vote case-by-case on proposals regarding conversion of securities. When evaluating
these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial
issues, control issues, termination penalties, and conflicts of interest.
Vote
for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if
the transaction is not approved.
Corporate
Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
Glenmede
Policy Recommendation: Vote case-by-case on proposals to increase common and/or preferred shares and
to issue shares as part of a debt restructuring plan, after evaluating:
|
• |
Dilution to existing shareholders’
positions; |
|
• |
Terms of the offer -
discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy; |
|
• |
Financial issues - company’s
financial situation; degree of need for capital; use of proceeds; effect of the financing on the company’s cost of capital; |
|
• |
Management’s efforts
to pursue other alternatives; |
|
• |
Control issues - change
in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain
corporate actions; and |
|
• |
Conflict of interest - arm’s
length transaction, managerial incentives. |
Vote
for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation
of Holding Company
Glenmede
Policy Recommendation: Vote case-by-case on proposals regarding the formation of a holding company,
taking into consideration the following:
|
• |
The reasons for the change;
|
|
• |
Any financial or tax benefits;
|
|
• |
Increases in capital structure;
and |
|
• |
Changes to the articles
of incorporation or bylaws of the company. |
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Absent
compelling financial reasons to recommend for the transaction, vote against the formation of a holding company if the transaction would
include either of the following:
|
• |
Increases in common or
preferred stock in excess of the allowable maximum (see discussion under “Capital”); or |
|
• |
Adverse changes in shareholder
rights. |
Going
Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)
Glenmede
Policy Recommendation: Vote case-by-case on going private transactions, taking into account the following:
|
• |
How the deal was negotiated;
|
|
• |
Other alternatives/offers
considered; and |
Vote
case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:
|
• |
Whether the company has
attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); |
|
• |
Balanced interests of continuing
vs. cashed-out shareholders, taking into account the following: |
|
• |
Are all shareholders able
to participate in the transaction? |
|
• |
Will there be a liquid market
for remaining shareholders following the transaction? |
|
• |
Does the company have strong
corporate governance? |
|
• |
Will insiders reap the gains
of control following the proposed transaction? |
|
• |
Does the state of incorporation
have laws requiring continued reporting that may benefit shareholders? |
Glenmede
Policy Recommendation: Vote case-by-case on proposals to form joint ventures, taking into account the
following:
|
• |
Percentage of assets/business
contributed; |
|
• |
Financial and strategic
benefits; |
|
• |
Other alternatives; and
|
Glenmede
Policy Recommendation: Vote case-by-case on liquidations, taking into account the following:
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• |
Management’s efforts
to pursue other alternatives; |
|
• |
Appraisal value of assets;
and |
|
• |
The compensation plan for
executives managing the liquidation. |
Vote
for the liquidation if the company will file for bankruptcy if the proposal is not approved.
Glenmede
Policy Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits
and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
|
• |
Valuation
- Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide
an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic
rationale. |
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• |
Market
reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a
deal. |
|
• |
Strategic
rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not
be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration
of historical acquisitions. |
|
• |
Negotiations
and process - Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair
process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’
competency. The comprehensiveness of the sales process (e.g., full auction, partial auction,
no auction) can also affect shareholder value. |
|
• |
Conflicts
of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider
shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a
merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to
support or recommend the merger. |
|
• |
Governance
- Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to
the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as
valuation) outweigh any deterioration in governance. |
Private
Placements/Warrants/Convertible Debentures
Glenmede
Policy Recommendation: Vote case-by-case on proposals regarding private placements, warrants, and convertible
debentures taking into consideration:
|
• |
Dilution to existing
shareholders’ position: The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed
shareholder benefits of the capital infusion. Although newly issued common stock, absent preemptive rights, is typically dilutive to existing
shareholders, share price appreciation is often the necessary event to trigger the exercise of “out of the money” warrants
and convertible debt. In these instances from a value standpoint, the negative impact of dilution is mitigated by the increase in the
company’s stock price that must occur to trigger the dilutive event. |
|
• |
Terms of the offer (discount/premium
in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy): |
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• |
The terms of the offer
should be weighed against the alternatives of the company and in light of company’s financial condition. Ideally, the conversion
price for convertible debt and the exercise price for warrants should be at a premium to the then prevailing stock price at the time of
private placement.
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When evaluating the magnitude
of a private placement discount or premium, consider factors that influence the discount or premium, such as, liquidity, due diligence
costs, control and monitoring costs, capital scarcity, information asymmetry and anticipation of future performance. |
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• |
The company’s financial
condition; |
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• |
Degree of need for capital;
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• |
Effect of the financing
on the company’s cost of capital; |
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• |
Current and proposed cash
burn rate; |
|
• |
Going concern viability
and the state of the capital and credit markets. |
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• |
Management’s efforts
to pursue alternatives and whether the company engaged in a process to evaluate alternatives: A fair, unconstrained process helps to ensure
the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger or sale of part or all of the
company. |
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• |
Guaranteed board and committee
seats; |
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• |
Veto power over certain
corporate actions; and |
|
• |
Minority versus majority
ownership and corresponding minority discount or majority control premium |
|
• |
Conflicts of interest should
be viewed from the perspective of the company and the investor. |
|
• |
Were the terms of the
transaction negotiated at arm’s length? Are managerial incentives aligned with shareholder interests? |
|
• |
The market’s response
to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one day
impact on the unaffected stock price. |
Vote
for the private placement, or for the issuance of warrants and/or convertible debentures in a private placement, if it is expected that
the company will file for bankruptcy if the transaction is not approved.
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Reorganization/Restructuring
Plan (Bankruptcy)
Glenmede
Policy Recommendation: Vote case-by-case on proposals to common shareholders on bankruptcy plans of
reorganization, considering the following factors including, but not limited to:
|
• |
Estimated value and financial
prospects of the reorganized company; |
|
• |
Percentage ownership of
current shareholders in the reorganized company; |
|
• |
Whether shareholders
are adequately represented in the reorganization process (particularly through the existence of an official equity committee); |
|
• |
The cause(s) of the bankruptcy
filing, and the extent to which the plan of reorganization addresses the cause(s); |
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• |
Existence of a superior
alternative to the plan of reorganization; and |
|
• |
Governance of the reorganized
company. |
Special
Purpose Acquisition Corporations (SPACs)
Glenmede
Policy Recommendation: Vote case-by-case on SPAC mergers and acquisitions taking into account the following:
|
• |
Valuation—Is
the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may
be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate
the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally,
a private company discount may be applied to the target, if it is a private entity. |
|
• |
Market
reaction—How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market
reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
|
• |
Deal
timing—A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within
18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals
that are announced close to the liquidation date. |
|
• |
Negotiations
and process—What was the process undertaken to identify potential target companies within specified industry or location
specified in charter? Consider the background of the sponsors. |
|
• |
Conflicts
of interest—How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could
arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to
pay a higher price for the target because of an 80% rule (the charter requires that the fair market value of the target is at least
equal to 80% of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since
its charter typically requires a transaction to be completed within the 18-24 month timeframe. |
|
• |
Voting
agreements—Are the sponsors entering into enter into any voting agreements/ tender offers with shareholders who are likely
to vote against the proposed merger or exercise conversion rights? |
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• |
Governance—What
is the impact of having the SPAC CEO or founder on key committees following the proposed merger? |
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Special
Purpose Acquisition Corporations (SPACs) - Proposals for Extensions
Glenmede
Policy Recommendation: Generally support requests to extend the termination date by up to one year
from the SPAC’s original termination date (inclusive of any built-in extension option, and accounting for prior extension requests).
Other
factors that may be considered include: any added incentives, business combination status, other amendment terms, and, if applicable,
use of money in the trust fund to pay excise taxes on redeemed shares.
Glenmede
Policy Recommendation: Vote case-by-case on spin-offs, considering:
|
• |
Tax and regulatory advantages;
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|
• |
Planned use of the sale
proceeds; |
|
• |
Benefits to the parent company;
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|
• |
Corporate governance changes;
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• |
Changes in the capital structure.
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Value
Maximization Shareholder Proposals
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals seeking to maximize shareholder value
by:
|
• |
Hiring a financial advisor
to explore strategic alternatives; |
|
• |
Selling the company; or
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|
• |
Liquidating the company
and distributing the proceeds to shareholders. |
These
proposals should be evaluated based on the following factors:
|
• |
Prolonged poor performance
with no turnaround in sight; |
|
• |
Signs of entrenched board
and management (such as the adoption of takeover defenses); |
|
• |
Strategic plan in place
for improving value; |
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• |
Likelihood of receiving
reasonable value in a sale or dissolution; and |
|
• |
The company actively exploring
its strategic options, including retaining a financial advisor. |
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Underlying
all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive
and director compensation programs:
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1.
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Maintain appropriate
pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices,
which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the
long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable
pay; performance goals; and equity-based plan costs; |
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2.
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Avoid arrangements that
risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance
packages, and guaranteed compensation; |
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3.
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Maintain an independent
and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills,
knowledge, experience, and a sound process for compensation decision-making (e.g., including
access to independent expertise and advice when needed); |
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4.
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Provide shareholders
with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that
enable shareholders to evaluate executive pay practices fully and fairly; |
|
5.
|
Avoid inappropriate pay
to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors
does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At
the market level, it may incorporate a variety of generally accepted best practices. |
Advisory
Votes on Executive Compensation—Management Proposals (Management Say-on-Pay)
Glenmede
Policy Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as
well as certain aspects of outside director compensation.
Vote
against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:
|
• |
There is an unmitigated
misalignment between CEO pay and company performance (pay for performance); |
|
• |
The company maintains significant
problematic pay practices; |
|
• |
The board exhibits a significant
level of poor communication and responsiveness to shareholders. |
Vote
against or withhold from the members of the compensation committee and potentially the full board if:
|
• |
There is no SOP on the
ballot, and an against vote on an SOP is warranted due to pay for performance misalignment, problematic pay practices, or the lack of
adequate responsiveness on compensation issues raised previously, or a combination thereof; |
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• |
The board fails to respond
adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
|
• |
The company has recently
practiced or approved problematic pay practices, such as option repricing or option backdating; or |
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• |
The situation is egregious.
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Primary
Evaluation Factors for Executive Pay
Pay-for-Performance
Evaluation
Glenmede
Policy annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over
a sustained period. With respect to companies in the Russell 3000 or Russell 3000E Indices, this analysis considers the following:
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1.
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Peer Group18
Alignment: |
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• |
The degree of alignment
between the company’s annualized TSR rank and the CEO’s annualized total pay rank within a peer group, each measured over
a five-year period. |
|
• |
The rankings of CEO total
pay and company financial performance within a peer group, each measured over a five-year period. |
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• |
The multiple of the CEO’s
total pay relative to the peer group median over one- and three-year periods. |
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2.
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Absolute Alignment19
– the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference
between the trend in annual pay changes and the trend in annualized TSR during the period. |
If
the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside
the Russell indices, misaligned pay and performance are otherwise suggested, our analysis may include any of the following qualitative
factors, as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and alignment
with shareholder interests:
|
• |
The overall ratio of performance-based
compensation to fixed or discretionary pay; |
|
• |
The ratio of performance-
to time-based long-term incentive awards; |
|
• |
Vesting and/or retention
requirements for equity awards that demonstrate a long-term focus; |
|
• |
The rigor of performance
goals; |
|
• |
The complexity and risks
around pay program design; |
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• |
The transparency and clarity
of disclosure; |
|
• |
The company’s peer
group benchmarking practices; |
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• |
Financial/operational results,
both absolute and relative to peers; |
|
• |
Special circumstances
related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
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• |
Realizable and/or realized
pay compared to granted pay; and |
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• |
Any other factors deemed
relevant. |
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Problematic
Pay Practices
Problematic
pay elements are generally evaluated case-by-case considering the context of a company’s overall pay program and demonstrated pay-for-performance
philosophy. The focus is on executive compensation practices that contravene the global pay principles, including:
|
• |
Problematic practices related
to non-performance-based compensation elements; |
|
• |
Incentives that may motivate
excessive risk-taking or present a windfall risk; and |
|
• |
Pay decisions that circumvent
pay-for-performance, such as options backdating or waiving performance requirements. |
The
list of examples below highlights certain problematic practices that carry significant weight in this overall consideration and may result
in adverse vote recommendations:
|
• |
Repricing or replacing
of underwater stock options/SARs without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);
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|
• |
Extraordinary perquisites
or tax gross-ups; |
|
• |
New or materially amended
agreements that provide for: |
|
• |
Excessive termination
or CIC severance payments (generally exceeding 3 times base salary and average/target/most recent bonus); |
|
• |
CIC severance payments
without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers) or in
connection with a problematic Good Reason definition; |
|
• |
CIC excise tax gross-up
entitlements (including “modified” gross-ups); |
|
• |
Multi-year guaranteed awards
that are not at risk due to rigorous performance conditions; |
|
• |
Liberal CIC definition combined
with any single-trigger CIC benefits; |
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• |
Severance payments made
when the termination is not clearly disclosed as involuntary (for example, a termination without cause or resignation for good reason);
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• |
Insufficient executive
compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable
to the EMI’s executives is not possible; |
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• |
Any other provision or practice
deemed to be egregious and present a significant risk to investors. |
The
above examples are not an exhaustive list. Please refer to ISS’ U.S. Compensation Policies FAQ document for additional detail
on specific pay practices that have been identified as problematic and may lead to negative vote recommendations.
The
following factors should be examined case-by-case to allow for distinctions to be made between “sloppy” plan administration
versus deliberate action or fraud:
|
• |
Reason and motive for the
options backdating issue, such as inadvertent vs. deliberate grant date changes; |
|
• |
Duration of options backdating;
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|
• |
Size of restatement due
to options backdating; |
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Corrective actions taken
by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated
grants; and |
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• |
Adoption of a grant policy
that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation
Committee Communications and Responsiveness
Consider
the following factors case-by-case when evaluating ballot items related to executive pay on the board’s responsiveness to investor
input and engagement on compensation issues:
|
• |
Failure to respond to majority-supported
shareholder proposals on executive pay topics; or |
|
• |
Failure to adequately
respond to the company's previous say-on-pay proposal that received low support, taking into account the factors identified under the
Responsiveness section in the Board of Directors policy with respect to say-on-pay. |
Frequency
of Advisory Vote on Executive Compensation (“Say When on Pay”)
Glenmede
Policy Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent
and clear communication channel for shareholder concerns about companies’ executive pay programs.
Voting
on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
Glenmede
Policy Recommendation: Vote case-by-case on say on Golden Parachute proposals, including consideration
of existing change-in-control arrangements maintained with named executive officers rather than focusing primarily on new or extended
arrangements.
Features
that may result in an “against” recommendation include one or more of the following, depending on the number, magnitude, and/or
timing of issue(s):
|
• |
Single- or modified-single-trigger
cash severance; |
|
• |
Single-trigger acceleration
of unvested equity awards; |
|
• |
Full acceleration of equity
awards granted shortly before the change in control; |
|
• |
Acceleration of performance
awards above the target level of performance without compelling rationale; |
|
• |
Excessive cash severance
(>3x base salary and bonus); |
|
• |
Excise tax gross-ups triggered
and payable; |
|
• |
Excessive golden parachute
payments (on an absolute basis or as a percentage of transaction equity value); or |
|
• |
Recent amendments that
incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages
so attractive as to influence merger agreements that may not be in the best interests of shareholders; or |
|
• |
The company’s assertion
that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. |
Recent
amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple
legacy problematic features will also be closely scrutinized.
In
cases where the golden parachute vote is incorporated into a company’s advisory vote on compensation (management say-on-pay), the
say-on-pay proposal will be evaluated in accordance with these guidelines, which may give higher weight to that component of the overall
evaluation.
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Equity-Based
and Other Incentive Plans
Please
refer to ISS’ U.S. Equity Compensation Plans FAQ document for additional details on the Equity Plan Scorecard policy.
Glenmede
Policy Recommendation: Vote case-by-case on equity plan proposals subject to the Equity Plan Scorecard
framework, where positive factors may counterbalance negative factors under three pillars:
|
• |
Plan
Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s
estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
|
• |
SVT based on new shares
requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
|
• |
SVT based only on new shares
requested plus shares remaining for future grants. |
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• |
Quality of disclosure around
vesting upon a change in control (CIC); |
|
• |
Discretionary vesting authority;
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|
• |
Liberal share recycling
on various award types; |
|
• |
Lack of minimum vesting
period for grants made under the plan; |
|
• |
Dividends payable prior
to award vesting; and |
|
• |
Cash-denominated award limits
for non-employee directors. |
|
• |
The company’s three
year burn rate relative to its industry/market cap peers; |
|
• |
Vesting requirements in
CEO'S recent equity grants; |
|
• |
The estimated duration of
the plan; |
|
• |
The proportion of the CEO's
most recent equity grants/awards classified by ISS as performance-based; |
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• |
Whether the company maintains
a sufficient claw-back policy; and |
|
• |
Whether the company maintains
sufficient post exercise/vesting share-holding requirements. |
Generally
vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders’ interests,
or if any of the following egregious factors (“overriding factors”) apply:
|
• |
Awards may vest in connection
with a liberal change-of-control definition; |
|
• |
The plan would permit
repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq
listed companies -- or by not prohibiting it when the company has a history of repricing – for non-listed companies); |
|
• |
The plan is a vehicle
for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; |
|
• |
The plan is excessively
dilutive to shareholders’ holdings; |
|
• |
The plan contains an evergreen
(automatic share replenishment) feature; |
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• |
The plan lacks sufficient
positive features under the Plan Features pillar; or |
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• |
Any other factors that are
determined to have a significant negative impact on shareholder interests. |
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Further
Information on certain EPSC Factors
Shareholder
Value Transfer (SVT)
The
cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that
assesses the amount of shareholders’ equity flowing out of the company to employees and directors. SVT is expressed as both a dollar
amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted
but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award
types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full value awards),
the assumption is made that all awards to be granted will be the most expensive types.
For
proposals subject to Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark.
The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard:
GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers’ historic SVT. Regression
analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is
then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size and cash compensation
into the industry cap equations to arrive at the company’s benchmark.20
Three-Year
Value-Adjusted Burn Rate
A
“Value-Adjusted Burn Rate” is used for stock plan evaluations. Value-Adjusted Burn Rate benchmarks are calculated as the greater
of: (1) an industry-specific threshold based on three-year burn rates within the company’s GICS group segmented by S&P 500,
Russell 3000 index (less the S&P 500) and non-Russell 3000 index; and (2) a de minimis threshold established separately for each of
the S&P 500, the Russell 3000 index less the S&P 500, and the non-Russell 3000 index. Year-over-year burn-rate benchmark changes
will be limited to a predetermined range above or below the prior year’s burn-rate benchmark.
The
Value-Adjusted Burn Rate will be calculated as follows:
Value-Adjusted
Burn Rate = ((# of options * option’s dollar value using a Black-Scholes model) + (# of full-value awards * stock price)) / (Weighted
average common shares * stock price).
Liberal
Change in Control Definition
Generally
vote against equity plans if the plan has a liberal definition of change in control and the equity awards could vest upon such liberal
definition of change-in-control, even though an actual change in control may not occur. Examples of such a definition include, but are
not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder
approval of a merger or other transactions, or similar language.
Vote
against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior
shareholder approval. “Repricing” includes the ability to do any of the following:
|
• |
Amend the terms of outstanding
options or SARs to reduce the exercise price of such outstanding options or SARs; |
|
• |
Cancel outstanding options
or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs; |
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Cancel underwater options
in exchange for stock awards; or |
|
• |
Provide cash buyouts of
underwater options. |
While
the above cover most types of repricing, Glenmede Policy may view other provisions as akin to repricing depending on the facts and circumstances.
Also,
vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by
Glenmede Policy) without prior shareholder approval, even if such repricings are allowed in their equity plan.
Vote
against plans that do not expressly prohibit repricing or cash buyout of underwater options without shareholder approval if the company
has a history of repricing/buyouts without shareholder approval, and the applicable listing standards would not preclude them from doing
so.
Problematic
Pay Practices or Significant Pay-for-Performance Disconnect
If
the equity plan on the ballot is a vehicle for problematic pay practices, vote against the plan.
If
a significant portion of the CEO’s misaligned pay is attributed to non-performance-based equity awards, and there is an equity plan
on the ballot with the CEO as one of the participants, Glenmede Policy may recommend a vote against the equity plan. Considerations in
voting against the equity plan may include, but are not limited to:
|
• |
Magnitude of pay misalignment;
|
|
• |
Contribution of non–performance-based
equity grants to overall pay; and |
|
• |
The proportion of equity
awards granted in the last three fiscal years concentrated at the named executive officer level. |
Specific
Treatment of Certain Award Types in Equity Plan Evaluations
Dividend
Equivalent Rights
Options
that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under
the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under
existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and
non-employee directors and this cost should be captured.
Operating
Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)
For
Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units
in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2)
shares outstanding in the burn rate analysis.
401(k)
Employee Benefit Plans
Glenmede
Policy Recommendation: Vote for proposals to implement a 401(k) savings plan for employees.
Employee
Stock Ownership Plans (ESOPs)
Glenmede
Policy Recommendation: Vote for proposals to implement an ESOP or increase authorized shares for existing
ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares).
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Employee
Stock Purchase Plans—Qualified Plans
Glenmede
Policy Recommendation: Vote case-by-case on qualified employee stock purchase plans. Vote for employee
stock purchase plans where all of the following apply:
|
• |
Purchase price is at least
85 percent of fair market value; |
|
• |
Offering period is 27 months
or less; and |
|
• |
The number of shares allocated
to the plan is 10 percent or less of the outstanding shares. |
Vote
against qualified employee stock purchase plans where any of the following apply:
|
• |
Purchase price is less than
85 percent of fair market value; or |
|
• |
Offering period is greater
than 27 months; or |
|
• |
The number of shares allocated
to the plan is more than ten percent of the outstanding shares. |
Employee
Stock Purchase Plans—Non-Qualified Plans
Glenmede
Policy Recommendation: Vote case-by-case on nonqualified employee stock purchase plans. Vote for nonqualified
employee stock purchase plans with all the following features:
|
• |
Broad-based participation
(i.e., all employees of the company with the exclusion of individuals with 5 percent or more
of beneficial ownership of the company); |
|
• |
Limits on employee contribution,
which may be a fixed dollar amount or expressed as a percent of base salary; |
|
• |
Company matching contribution
up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; |
|
• |
No discount on the stock
price on the date of purchase when there is a company matching contribution. |
Vote
against nonqualified employee stock purchase plans when any of the plan features do not meet the above criteria. If the company matching
contribution or effective discount exceeds the above, Glenmede Policy may evaluate the SVT cost as part of the assessment.
Amending
Cash and Equity Plans (including Approval for Tax Deductibility (162(m))
Glenmede
Policy Recommendation: Vote case-by-case on amendments to cash and equity incentive plans.
Generally
vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
|
• |
Addresses administrative
features only; or |
|
• |
Seeks approval for Section 162(m)
purposes only, and the plan administering committee consists entirely of independent outsiders, per Glenmede Policy’s Classification
of Directors. Note that if the company is presenting the plan to shareholders for the first time after the company’s initial
public offering (IPO), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case
(see below). |
Vote
against such proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
|
• |
Seeks approval for Section 162(m)
purposes only, and the plan administering committee does not consist entirely of independent outsiders, per Glenmede Policy’s Classification
of Directors. |
Vote
case-by-case on all other proposals to amend cash incentive plans. This includes plans presented to shareholders for the first
time after the company’s IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes
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Vote
case-by-case on all other proposals to amend equity incentive plans, considering the following:
|
• |
If the proposal requests
additional shares and/or the amendments may potentially increase the transfer of shareholder value to employees, the recommendation will
be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments. |
|
• |
If the plan is being
presented to shareholders for the first time after the company’s IPO, whether or not additional shares are being requested, the
recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments. |
|
• |
If there is no request
for additional shares and the amendments are not deemed to potentially increase the transfer of shareholder value to employees, then the
recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown for
informational purposes. |
Option
Exchange Programs/Repricing Options
Glenmede
Policy Recommendation: Vote case-by-case on management proposals seeking approval to exchange/reprice
options taking into consideration:
|
• |
Historic trading patterns--the
stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term; |
|
• |
Rationale for the re-pricing--was
the stock price decline beyond management’s control? |
|
• |
Is this a value-for-value
exchange? |
|
• |
Are surrendered stock options
added back to the plan reserve? |
|
• |
Timing--repricing should
occur at least one year out from any precipitous drop in company’s stock price; |
|
• |
Option vesting--does the
new option vest immediately or is there a black-out period? |
|
• |
Term of the option--the
term should remain the same as that of the replaced option; |
|
• |
Exercise price--should be
set at fair market or a premium to market; |
|
• |
Participants--executive
officers and directors must be excluded. |
If
the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s total
cost of equity plans and its three-year average burn rate.
In
addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly
articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent
precipitous drop in the company’s stock price demonstrates poor timing. and warrants additional scrutiny. Also, consider the terms
of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be
far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price
movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.
Vote
for shareholder proposals to put option repricings to a shareholder vote.
Stock
Plans in Lieu of Cash
Glenmede
Policy Recommendation: Vote case-by-case on plans that provide participants with the option of taking
all or a portion of their cash compensation in the form of stock.
Vote
for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.
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Vote
case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar,
the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort
to capture the total cost of total compensation, no adjustments will be made to carve out the in-lieu-of cash compensation.
Transfer
Stock Option (TSO) Programs
Glenmede
Policy Recommendation: One-time Transfers: Vote against or withhold from compensation committee members
if they fail to submit one-time transfers to shareholders for approval.
Vote
case-by-case on one-time transfers. Vote for if:
|
• |
Executive officers and non-employee
directors are excluded from participating; |
|
• |
Stock options are purchased
by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial
Option Valuation or other appropriate financial models; |
|
• |
There is a two-year minimum
holding period for sale proceeds (cash or stock) for all participants. |
Additionally,
management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events
leading up to a decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility
should indicate if the options are likely to be back “in-the-money” over the near term.
Ongoing
TSO program: Vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will
be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The
specific criteria to be considered in evaluating these proposals include, but not limited, to the following:
|
• |
Cost of the program and
impact of the TSOs on company’s total option expense; and |
|
• |
Option repricing policy.
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Amendments
to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment
shall be transferable.
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Shareholder
Ratification of Director Pay Programs
Glenmede
Policy Recommendation: Vote case-by-case on management proposals seeking ratification of non-employee
director compensation, based on the following factors:
|
• |
If the equity plan under
which non-employee director grants are made is on the ballot, whether or not it warrants support; and |
|
• |
An assessment of the following
qualitative factors: |
|
• |
The relative magnitude of
director compensation as compared to companies of a similar profile; |
|
• |
The presence of problematic
pay practices relating to director compensation; |
|
• |
Director stock ownership
guidelines and holding requirements; |
|
• |
Equity award vesting schedules;
|
|
• |
The mix of cash and equity-based
compensation; |
|
• |
Meaningful limits on director
compensation; |
|
• |
The availability of retirement
benefits or perquisites; and |
|
• |
The quality of disclosure
surrounding director compensation. |
Equity
Plans for Non-Employee Directors
Glenmede
Policy Recommendation: Vote case-by-case on compensation plans for non-employee directors, based on:
|
• |
The total estimated cost
of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value
Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; |
|
• |
The company’s three-year
burn rate relative to its industry/market cap peers; and |
|
• |
The presence of any egregious
plan features (such as an option repricing provision or liberal CIC vesting risk). |
On
occasion, director stock plans will exceed the plan cost or burn rate benchmarks when combined with employee or executive stock plans.
In such cases, vote case-by-case on the plan taking into consideration the following qualitative factors:
|
• |
The relative magnitude of
director compensation as compared to companies of a similar profile; |
|
• |
The presence of problematic
pay practices relating to director compensation; |
|
• |
Director stock ownership
guidelines and holding requirements; |
|
• |
Equity award vesting schedules;
|
|
• |
The mix of cash and equity-based
compensation; |
|
• |
Meaningful limits on director
compensation; |
|
• |
The availability of retirement
benefits or perquisites; and |
|
• |
The quality of disclosure
surrounding director compensation. |
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Non-Employee
Director Retirement Plans
Glenmede
Policy Recommendation: Vote against retirement plans for non-employee directors.
Vote
for shareholder proposals to eliminate retirement plans for non-employee directors.
Shareholder
Proposals on Compensation
Adopt
Anti-Hedging/Pledging/Speculative Investments Policy
Glenmede
Policy Recommendation: Generally vote for proposals seeking a policy that prohibits named executive
officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin
account, or pledging stock as collateral for a loan. However, the company’s existing policies regarding responsible use of company
stock will be considered.
Bonus
Banking/Bonus Banking “Plus”
Glenmede
Policy Recommendation: Vote case-by-case on proposals seeking deferral of a portion of annual bonus
pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named
executive officers or a wider group of employees), taking into account the following factors:
|
• |
The company’s past
practices regarding equity and cash compensation; |
|
• |
Whether the company has
a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure);
and |
|
• |
Whether the company has
a rigorous claw-back policy in place. |
Compensation
Consultants—Disclosure of Board or Company’s Utilization
Glenmede
Policy Recommendation: Generally vote for shareholder proposals seeking disclosure regarding the company,
board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s), and fees paid.
Disclosure/Setting
Levels or Types of Compensation for Executives and Directors
Glenmede
Policy Recommendation: Generally vote for shareholder proposals seeking additional disclosure of executive
and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at
a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.
Vote
against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.
Vote
against shareholder proposals seeking to eliminate stock options or any other equity grants to employees or directors.
Vote
against shareholder proposals requiring director fees be paid in stock only.
Generally
vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or
to remain on the board.
Vote
case-by-case on all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level
versus peers, pay level versus industry, and long-term corporate outlook.
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Golden
Coffins/Executive Death Benefits
Glenmede
Policy Recommendation: Generally vote for proposals calling companies to adopt a policy of obtaining
shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following
the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested
equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or
equity plan proposals that the broad-based employee population is eligible.
Hold
Equity Past Retirement or for a Significant Period of Time
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals asking companies to adopt policies
requiring senior executive officers to retain a portion of net shares acquired through compensation plans. The following factors will
be taken into account:
|
• |
The percentage/ratio of
net shares required to be retained; |
|
• |
The time period required
to retain the shares; |
|
• |
Whether the company has
equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements; |
|
• |
Whether the company has
any other policies aimed at mitigating risk taking by executives; |
|
• |
Executives’ actual
stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s
existing requirements; and |
Glenmede
Policy Recommendation: Generally vote case-by-case on proposals calling for an analysis of the pay
disparity between corporate executives and other non-executive employees.
Pay
for Performance/Performance-Based Awards
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals requesting that a significant amount
of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt
and disclose challenging performance metrics to shareholders, based on the following analytical steps:
|
• |
First, vote for shareholder
proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options
or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial”
portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the
criteria to be considered as performance-based awards. Further, premium-priced options should have a meaningful premium to be considered
performance-based awards. |
|
• |
Second, assess the rigor
of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s
historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout,
vote for the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based
equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test. |
In
general, vote for the shareholder proposal if the company does not meet both of the above two steps.
Pay
for Superior Performance
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals that request the board establish
a pay-for-superior performance standard in the company’s executive compensation plan for senior executives. These proposals generally
include the following principles:
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Set compensation targets
for the plan’s annual and long-term incentive pay components at or below the peer group median; |
|
• |
Deliver a majority of
the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards; |
|
• |
Provide the strategic
rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested
long-term incentive components of the plan; |
|
• |
Establish performance
targets for each plan financial metric relative to the performance of the company’s peer companies; |
|
• |
Limit payment under the
annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial
performance metrics exceeds peer group median performance. |
Consider
the following factors in evaluating this proposal:
|
• |
What aspects of the company’s
annual and long-term equity incentive programs are performance driven? |
|
• |
If the annual and long-term
equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they
benchmarked against a disclosed peer group? |
|
• |
Can shareholders assess
the correlation between pay and performance based on the current disclosure? |
|
• |
What type of industry and
stage of business cycle does the company belong to? |
Pre-Arranged
Trading Plans (10b5-1 Plans)
Glenmede
Policy Recommendation: Generally vote for shareholder proposals calling for the addition of certain
safeguards in prearranged trading plans (10b5-1 plans) for executives. Safeguards may include:
|
• |
Adoption, amendment, or
termination of a 10b5-1 Plan must be disclosed in a Form 8-K; |
|
• |
Amendment or early termination
of a 10b5-1 Plan allowed only under extraordinary circumstances, as determined by the board; |
|
• |
Request that a certain
number of days that must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
|
• |
Reports on Form 4 must
identify transactions made pursuant to a 10b5-1 Plan; |
|
• |
An executive may not trade
in company stock outside the 10b5-1 Plan; |
|
• |
Trades under a 10b5-1
Plan must be handled by a broker who does not handle other securities transactions for the executive. |
Prohibit
Outside CEOs from Serving on Compensation Committees
Glenmede
Policy Recommendation: Generally vote against proposals seeking a policy to prohibit any outside CEO
from serving on a company’s compensation committee, unless the company has demonstrated problematic pay practices that raise concerns
about the performance and composition of the committee.
Recoupment
of Incentive or Stock Compensation in Specified Circumstances
Glenmede
Policy Recommendation: Vote case-by-case on proposals to recoup incentive cash or stock compensation
made to senior executives if it is later determined that the figures upon which incentive compensation is earned turn out to have been
in error, or if the senior executive has breached company policy or has engaged in misconduct that may be significantly detrimental to
the company’s financial position or reputation, or if the senior executive failed to manage or monitor risks that subsequently led
to significant financial or reputational harm to the company. Many companies have
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adopted
policies that permit recoupment in cases where an executive’s fraud, misconduct, or negligence significantly contributed to a restatement
of financial results that led to the awarding of unearned incentive compensation. However, such policies may be narrow given that not
all misconduct or negligence may result in significant financial restatements. Misconduct, negligence or lack of sufficient oversight
by senior executives may lead to significant financial loss or reputational damage that may have long-lasting impact.
In
considering whether to support such shareholder proposals, the following factors will be taken into consideration:
|
• |
If the company has adopted
a formal recoupment policy; |
|
• |
The rigor of the recoupment
policy focusing on how and under what circumstances the company may recoup incentive or stock compensation; |
|
• |
Whether the company has
chronic restatement history or material financial problems; |
|
• |
Whether the company’s
policy substantially addresses the concerns raised by the proponent; |
|
• |
Disclosure of recoupment
of incentive or stock compensation from senior executives or lack thereof; or |
|
• |
Any other relevant factors.
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Severance
Agreements for Executives/Golden Parachutes
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals requiring that executive severance
(including change-in-control related) arrangements or payments be submitted for shareholder ratification.
Factors
that will be considered include, but are not limited to:
|
• |
The company’s severance
or change-in-control agreements in place, and the presence of problematic features (such as excessive severance entitlements, single triggers,
excise tax gross-ups, etc.); |
|
• |
Any existing limits on
cash severance payouts or policies which require shareholder ratification of severance payments exceeding a certain level; |
|
• |
Any recent severance-related
controversies; and |
|
• |
Whether the proposal
is overly prescriptive, such as requiring shareholder approval of severance that does not exceed market norms. |
Glenmede
Policy Recommendation: Generally vote against shareholder proposals prohibiting executives from selling
shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote
for the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks.
Vote
case-by-case on proposals requesting the company exclude the impact of share buybacks from the calculation of incentive program metrics,
considering the following factors:
|
• |
The frequency and timing
of the company’s share buybacks; |
|
• |
The use of per-share metrics
in incentive plans; |
|
• |
The effect of recent buybacks
on incentive metric results and payouts; and |
|
• |
Whether there is any indication
of metric result manipulation. |
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Supplemental
Executive Retirement Plans (SERPs)
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting to put extraordinary benefits
contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits
beyond what is offered under employee-wide plans.
Generally
vote for shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement
plan (SERP) by limiting covered compensation to a senior executive’s annual salary or those pay elements covered for the general
employee population.
Glenmede
Policy Recommendation: Generally vote for proposals calling for companies to adopt a policy of not
providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement
applicable to management employees of the company, such as a relocation or expatriate tax equalization policy.
Termination
of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals seeking a policy requiring termination
of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity.
The
following factors will be considered:
|
• |
The company’s current
treatment of equity in change-of-control situations (i.e. is it double triggered, does it allow for the assumption of equity by acquiring
company, the treatment of performance shares, etc.); |
|
• |
Current employment agreements,
including potential poor pay practices such as gross-ups embedded in those agreements. |
Generally
vote for proposals seeking a policy that prohibits acceleration of the vesting of equity awards to senior executives in the event of a
change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the
award date and the change in control).
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|
Social
and Environmental Issues |
Socially
responsible shareholder resolutions receive a great deal more attention from institutional shareholders today than in the past. While
focusing on value enhancement through risk mitigation and exposure to new sustainability-related opportunities, these resolutions also
seek standardized reporting on ESG issues, request information regarding an issuer’s adoption of, or adherence to, relevant norms,
standards, codes of conduct or universally recognized international initiatives to promote disclosure and transparency. Glenmede Policy
generally supports standards-based ESG shareholder proposals that enhance long-term shareholder and stakeholder value while aligning the
interests of the company with those of society at large. In particular, the policy will focus on resolutions seeking greater transparency
and/or adherence to internationally recognized standards and principles.
Glenmede
Policy Recommendation: In determining our vote recommendation on standardized ESG reporting shareholder
proposals, we also analyze the following factors:
|
• |
Whether the proposal itself
is well framed and reasonable; |
|
• |
Whether adoption of the
proposal would have either a positive or negative impact on the company’s short-term or long-term share value; |
|
• |
The percentage of sales,
assets and earnings affected; |
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Whether the company has
already responded in some appropriate manner to the request embodied in a proposal; |
|
• |
Whether the company’s
analysis and voting recommendation to shareholders is persuasive; |
|
• |
Whether there are significant
controversies, fines, penalties, or litigation associated with the company’s environmental or social practices; |
|
• |
What other companies have
done in response to the issue addressed in the proposal; |
|
• |
Whether implementation of
the proposal would achieve the objectives sought in the proposal; and |
|
• |
The degree to which the
company’s stated position on the issues raised in the proposal could affect its reputation or sales or leave it vulnerable to a
boycott or selective purchasing. |
Glenmede
Policy Recommendation: Generally vote for proposals seeking a report on a company’s animal welfare
standards, or animal welfare-related risks, unless:
|
• |
The company has already
published a set of animal welfare standards and monitors compliance; |
|
• |
The company’s standards
are comparable to industry peers; and |
|
• |
There are no recent significant
fines, litigation, or controversies related to the company’s and/or its suppliers’ treatment of animals. |
Glenmede
Policy Recommendation: Generally vote against proposals to phase out the use of animals in product
testing, unless:
|
• |
The company is conducting
animal testing programs that are unnecessary or not required by regulation; |
|
• |
The company is conducting
animal testing when suitable alternatives are commonly accepted and used by industry peers; or |
|
• |
There are recent, significant
fines or litigation related to the company’s treatment of animals. |
Glenmede
Policy Recommendation: Generally vote against proposals requesting the implementation of Controlled
Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted
as the industry standard.
Vote
case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering
the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to
current animal processing procedures at the company.
Genetically
Modified Ingredients
Glenmede
Policy Recommendation: Generally vote against proposals requesting that a company voluntarily label
genetically engineered (GE) ingredients in its products. The labeling of products with GE ingredients is best left to the appropriate
regulatory authorities.
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Vote
case-by-case on proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:
|
• |
The potential impact of
such labeling on the company’s business; |
|
• |
The quality of the company’s
disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and
|
|
• |
Company’s current
disclosure on the feasibility of GE product labeling. |
Generally
vote for proposals seeking a report on the social, health, and environmental effects of genetically modified organism (GMOs).
Generally
vote against proposals to eliminate GE ingredients from the company’s products, or proposals asking for reports outlining the steps
necessary to eliminate GE ingredients from the company’s products. Such decisions are more appropriately made by management with
consideration of current regulations.
Reports
on Potentially Controversial Business/Financial Practices
Glenmede
Policy Recommendation: Vote case-by-case on requests for reports on a company’s potentially controversial
business or financial practices or products, taking into account:
|
• |
Whether the company has
adequately disclosed mechanisms in place to prevent abuses; |
|
• |
Whether the company has
adequately disclosed the financial risks of the products/practices in question; |
|
• |
Whether the company has
been subject to violations of related laws or serious controversies; and |
|
• |
Peer companies’ policies/practices
in this area. |
Glenmede
Policy Recommendation: Vote case-by-case on requests for reports on the company’s lending guidelines
and procedures taking into account:
|
• |
Whether the company has
adequately disclosed mechanisms in place to prevent abusive lending practices; |
|
• |
Whether the company has
adequately disclosed the financial risks of the lending products in question; |
|
• |
Whether the company has
been subject to violations of lending laws or serious lending controversies; and |
|
• |
Peer companies’ policies
to prevent abusive lending practices. |
Pharmaceutical
Pricing, Access to Medicines, Product Reimportation and Health Pandemics
Glenmede
Policy Recommendation: Generally vote against proposals requesting that companies implement specific
price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product
pricing practices.
Vote
case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:
|
• |
The potential for reputational,
market, and regulatory risk exposure; |
|
• |
Existing disclosure of relevant
policies; |
|
• |
Deviation from established
industry norms; |
|
• |
Relevant company initiatives
to provide research and/or products to disadvantaged consumers; |
|
• |
Whether the proposal focuses
on specific products or geographic regions; |
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The potential burden and
scope of the requested report; and |
|
• |
Recent significant controversies,
litigation, or fines at the company. |
Generally
vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies
unless such information is already publicly disclosed.
Generally
vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such
matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to
its peers.
Glenmede
Policy Recommendation: Vote case-by-case on requests for reports outlining the impact of health pandemics
(such as COVID-19, HIV/AIDS, malaria, tuberculosis, and avian flu) on the company’s operations and how the company is responding
to the situation, taking into account:
|
• |
The scope of the company’s
operations in the affected/relevant area(s); |
|
• |
The company’s existing
healthcare policies, including benefits and healthcare access; and |
|
• |
Company donations to relevant
healthcare providers. |
Vote
against proposals asking companies to establish, implement, and report on a standard of response to health pandemics (such as COVID-19,
HIV/AIDS, malaria, tuberculosis, and avian flu), unless the company has significant operations in the affected markets and has failed
to adopt policies and/or procedures to address these issues comparable to those of industry peers.
Product
Safety and Toxic/Hazardous Materials
Glenmede
Policy Recommendation: Generally vote for proposals requesting that a company report on its policies,
initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain.
Generally
vote for resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or
evaluate and disclose the potential financial and legal risks associated with utilizing certain materials.
Generally
vote against resolutions requiring that a company reformulate its products.
Tobacco-Related
Proposals
Glenmede
Policy Recommendation: Vote case-by-case on resolutions regarding the advertisement of tobacco products,
considering:
|
• |
Recent related fines, controversies,
or significant litigation; |
|
• |
Whether the company complies
with relevant laws and regulations on the marketing of tobacco; |
|
• |
Whether the company’s
advertising restrictions deviate from those of industry peers; |
|
• |
Whether the company entered
into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and |
|
• |
Whether restrictions on
marketing to youth extend to foreign countries. |
Vote
case-by-case on proposals regarding second-hand smoke, considering;
|
• |
Whether the company complies
with all laws and regulations; |
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The degree that voluntary
restrictions beyond those mandated by law might hurt the company’s competitiveness; and |
|
• |
The risk of any health-related
liabilities. |
Generally
vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off
tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management
or portfolio managers.
Generally
vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.
Climate
Change/Greenhouse Gas (GHG) Emissions
Climate
change has emerged as the most significant environmental threat to the planet to date. Scientists agree that gases released by chemical
reactions including the burning of fossil fuels contribute to a “greenhouse effect” that traps the planet’s heat. Environmentalists
claim that the greenhouse gases produced by the industrial age have caused recent weather crises such as heat waves, rainstorms, melting
glaciers, rising sea levels and receding coastlines. With notable exceptions, business leaders have described the rise and fall of global
temperatures as naturally occurring phenomena and depicted corporate impact on climate change as minimal. Shareholder proposals asking
a company to issue a report to shareholders, “at reasonable cost and omitting proprietary information,” on greenhouse gas
emissions ask that the report include descriptions of efforts within companies to reduce emissions, their financial exposure and potential
liability from operations that contribute to global warming, their direct or indirect efforts to promote the view that global warming
is not a threat and their goals in reducing these emissions from their operations. Proponents argue that there is scientific proof that
the burning of fossil fuels causes global warming, that future legislation may make companies financially liable for their contributions
to global warming, and that a report on the company’s role in global warming can be assembled at reasonable cost.
Glenmede
Policy Recommendation:
|
• |
Vote for shareholder
proposals seeking information on the financial, physical, or regulatory risks it faces related to climate change- on its operations and
investments, or on how the company identifies, measures, and manage such risks. |
|
• |
Vote for shareholder proposals
calling for the reduction of GHG emissions. |
|
• |
Vote for shareholder
proposals seeking reports on responses to regulatory and public pressures surrounding climate change, and for disclosure of research that
aided in setting company policies around climate change. |
|
• |
Vote for shareholder
proposals requesting a report/disclosure of goals on GHG emissions from company operations and/or products. |
|
• |
Vote for shareholder
proposals that request the company to disclose a report on reducing methane emissions and to assess the reliability of the company’s
methane emission disclosures. |
Companies
have faced proposals addressing environmental justice concerns, focused on vulnerable stakeholders – particularly communities of
color and low-income communities – who are disproportionately impacted by environmental pollution. These heightened risks can be
exacerbated by climate change.
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting disclosure of an environmental
justice report, as well as a third-party environmental justice assessment.
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Glenmede
Policy Recommendation: For financial institutions and companies that provide financial services, generally
vote for shareholder proposals that request the company to increase disclosure of its financed emissions. Generally vote case-by-case
on shareholder proposals that request a company to adopt a policy to reduce its financed emissions. Financed emissions (scope 3, category
15) are emissions associated with a company’s investments, not already covered under scopes 1 and 2 – including but not limited
to equity investments, debt investments, and project finance. Information that will be considered where available includes the following:
|
• |
The completeness, feasibility,
and rigor of the company’s financed emissions disclosure; |
|
• |
Whether the company’s
decarbonization targets and climate transition plan are in alignment with the Paris Agreement, the International Energy Agency’s
(IEA) Net Zero Emissions by 2050 Scenario, and other internationally recognized frameworks; |
|
• |
Whether the company’s
methodology is in alignment with the Greenhouse Gas Protocol (GHG Protocol), the Partnership for Carbon Accounting Financials (PCAF),
and other generally accepted calculation and reporting methodologies; and |
|
• |
Whether the proposal’s
request is unduly burdensome (scope or timeframe) or overly prescriptive. |
Companies
have faced proposals requesting disclosure on the just transition – addressing stakeholder concerns within a company’s value
chain with regards to the effects of climate change and the energy transition. Relevant stakeholder groups can include employees, suppliers
(and workers in supply chains), communities impacted by operations, and other vulnerable groups potentially affected by a company’s
climate change strategy. Just transition disclosure should adequately assess, consult on, and address impacts on affected stakeholders
regarding climate change risks.
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting just transition and labor
protection disclosure, in alignment with the International Labour Organization, the World Benchmarking Alliance, and other generally accepted
guidelines and indicators.
Natural
capital disclosure has moved into the mainstream of climate change reporting. The Taskforce on Nature-related Financial Disclosures (TNFD)
and the Kunming-Montreal Global Biodiversity Framework have mobilized widespread recognition of the fact that Paris Agreement-aligned
targets can only be achieved by integrating natural capital-related concerns. As such, there has been increased market uptake around natural
capital disclosures and commitments, particularly around TNFD-aligned reporting, as well as alignment with other internationally accepted
reporting frameworks.
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting disclosure of TNFD-aligned
reporting, including but not limited to a biodiversity impact and dependency assessment. Information that will be considered where available
includes the following:
|
• |
The completeness, feasibility,
and rigor of the company’s natural capital-related disclosure; |
|
• |
Whether the company’s
natural capital disclosure adequately incorporate governance, strategy, risk and impact management, and metrics and targets; |
|
• |
Whether the company’s
targets and climate transition plan are in alignment with TNFD, the Global Biodiversity Framework, the Paris Agreement, and other internationally
recognized frameworks; and |
|
• |
Whether the proposal’s
request is unduly burdensome (scope or timeframe) or overly prescriptive. |
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Natural
capital-related shareholder proposals also encompass a broad range of industries. Various market-led initiatives have identified key sectors
for investor-issuer engagement, including but not limited to: chemicals, consumer goods, food and agriculture, forestry, mining, oil and
gas, packaging, and pharmaceuticals. Some proposals also address indigenous peoples’ rights, which is also a key consideration for
natural capital frameworks.
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting companies to increase disclosure
and/or to adopt sustainable sourcing policies with regards to natural capital-related risks, dependencies, and impacts.
Say
on Climate (SoC) Management Proposals
Glenmede
Policy Recommendation: Vote case-by-case on management proposals that request shareholders to approve
the company’s climate transition action plan21, taking into account the completeness
and rigor of the plan. Information that will be considered where available includes the following:
|
• |
The extent to which the
company’s climate related disclosures are in line with TCFD recommendations and meet other market standards; |
|
• |
Disclosure of its operational
and supply chain GHG emissions (Scopes 1, 2, and 3); |
|
• |
The completeness, feasibility
and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions in line with
Paris Agreement goals (Scopes 1, 2, and 3 if relevant); |
|
• |
Whether the company has
sought and received third-party approval that its targets are science-based; |
|
• |
Whether the company has
made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050; |
|
• |
Whether the company discloses
a commitment to report on the implementation of its plan in subsequent years; |
|
• |
Whether the company’s
climate data has received third-party assurance; |
|
• |
Disclosure of how the company’s
lobbying activities and its capital expenditures align with company strategy; |
|
• |
Whether there are specific
industry decarbonization challenges; and |
|
• |
The company’s related
commitment, disclosure, and performance compared to its industry peers. |
Say
on Climate (SoC) Shareholder Proposals
Glenmede
Policy Recommendation: Generally vote for shareholder proposals that request the company to disclose
a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide
shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such
as the following:
|
• |
The completeness, feasibility
and rigor of the company’s climate-related disclosure; |
|
• |
The company’s actual
GHG emissions performance; |
|
• |
The company’s alignment
with relevant internationally recognized frameworks such as the Paris Agreement and IEA’s Net Zero Emissions by 2050 Scenario; |
|
• |
Whether the company has
been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and |
|
• |
Whether the proposal’s
request is unduly burdensome (scope or timeframe) or overly prescriptive. |
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Glenmede
Policy Recommendation: Generally vote for proposals requesting that a company report on its energy
efficiency policies.
Glenmede
Policy Recommendation: Generally vote for requests for reports on the feasibility of developing renewable
energy resources.
Generally
vote for proposals requesting that the company invest in renewable energy resources.
Glenmede
Policy Recommendation: Generally vote for requests for reports on a company’s efforts to diversify
the board, unless:
|
• |
The gender and racial
minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; and
|
|
• |
The board already reports
on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
Generally
vote for shareholder proposals that ask the company to take reasonable steps to increase the levels of underrepresented gender identities
and racial minorities on the board.
Glenmede
Policy Recommendation: Generally vote for proposals requesting a company disclose its diversity policies
or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for
EEO-1 data.
Generally
vote for proposals seeking information on the diversity efforts of suppliers and service providers.
Gender
Identity, Sexual Orientation, and Domestic Partner Benefits
Glenmede
Policy Recommendation: Generally vote for proposals seeking to amend a company’s EEO statement
or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly
burdensome.
Generally
vote for proposals to extend company benefits to domestic partners.
Gender,
Race/Ethnicity Pay Gap
Glenmede
Policy Recommendation: Vote case-by-case on requests for reports on a company’s pay data by gender
or race/ethnicity or a report on a company’s policies and goals to reduce any gender or race/ethnicity pay gaps, taking into account:
|
• |
The company’s current
policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy and fair and
equitable compensation practices; |
|
• |
Whether the company has
been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues; |
|
• |
The company’s disclosure
regarding gender, race, or ethnicity pay gap policies or initiatives compared to its industry peers; and |
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Local laws regarding categorization
of race and/or ethnicity and definitions of ethnic and/or racial minorities. |
Racial
Equity and/or Civil Rights Audits
Glenmede
Policy Recommendation: Generally vote for proposals requesting that a company conduct an independent
racial equity and/or civil rights audit, considering company disclosures, policies, actions, and engagements.
Environment
and Sustainability
Artificial
Intelligence (AI)
Companies
have received shareholder proposals requesting increased disclosure of responsible AI policies, procedures, and practices with respect
to board oversight, environmental sustainability, and human rights risk mitigation.
AI
and data center issues are wide-ranging. Some areas where companies may face AI-related risks that could materially impact their operations
include:
|
• |
How high levels of AI-driven
energy use may impact GHG emissions targets, climate goals, and climate transition plans; |
|
• |
How using AI to increase
fossil fuel development and production may impact climate targets, and may pose legal and reputational risks; |
|
• |
Data centers exacerbating
water stress, especially in drought-prone areas; |
|
• |
End use due diligence
(how use of AI for surveillance and censorship, especially in conflict-affected and high-risk areas, may impact legal and reputational
risk); |
|
• |
Data acquisition and usage
(privacy, safety, intellectual property); |
|
• |
Human capital management
(bias, discrimination, workplace monitoring, health and safety, automation, and other workforce impacts); |
|
• |
Misinformation and disinformation; |
|
• |
Privacy concerns, and
potential promotion of hate speech and discrimination, related to targeted advertising; and |
|
• |
Potential human rights impacts
related to weapons development and deployment. |
Glenmede
Policy Recommendation: Generally vote for shareholder proposals requesting companies to prepare reports or adopt policies in line with
internationally accepted frameworks. The scope of this recommendation takes into consideration the entire AI lifecycle and value chain,
from upstream components and data sourcing, to downstream applications, safety and security issues, and other broader societal and environmental
impacts.
Facility
and Workplace Safety
Glenmede
Policy Recommendation: Vote case-by-case on resolutions requesting that a company report on safety
and/or security risks associated with its operations and/or facilities, considering:
|
• |
The company’s compliance
with applicable regulations and guidelines; |
|
• |
The company’s current
level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and |
|
• |
The existence of recent,
significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities. |
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Glenmede
Policy Recommendation: Generally vote for proposals requesting greater disclosure of a company’s
(natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community
and environmental impacts of those operations.
Operations
in Protected Areas
Glenmede
Policy Recommendation: Generally vote for requests for reports on potential environmental damage as
a result of company operations in protected regions, unless:
|
• |
Operations in the specified
regions are not permitted by current laws or regulations; |
|
• |
The company does not currently
have operations or plans to develop operations in these protected regions; or |
|
• |
The company’s disclosure
of its operations and environmental policies in these regions is comparable to industry peers. |
Glenmede
Policy Recommendation: Vote FOR proposals to adopt a comprehensive recycling strategy, taking into
account:
|
• |
The nature of the company’s
business; |
|
• |
The current level of disclosure
of the company’s existing related programs; |
|
• |
The timetable and methods
of program implementation prescribed by the proposal; |
|
• |
The company’s ability
to address the issues raised in the proposal; and |
|
• |
How the company’s
recycling programs compare to similar programs of its industry peers. |
Shareholders
may request general environmental disclosures or reports on a specific location/operation, often requesting that the company detail the
environmental risks and potential liabilities of a specific project.
Increasingly,
companies have begun reporting on environmental and sustainability issues using the Global Reporting Initiative (GRI) standards. The GRI
was established in 1997 with the mission of developing globally applicable guidelines for reporting on economic, environmental, and social
performance. The GRI was developed by Ceres (formerly known as the Coalition for Environmentally Responsible Economies, CERES)
in partnership with the United Nations Environment Programme (UNEP).
Ceres
was formed in the wake of the March 1989 Exxon Valdez oil spill, when a consortium of investors, environmental groups, and religious
organizations drafted what were originally named the Valdez Principles. Later to be renamed the CERES Principles, and now branded as the
Ceres Roadmap to 2030, corporate signatories to the Ceres Roadmap to 2030 pledge to publicly report on environmental issues, including
protection of the biosphere, sustainable use of natural resources, reduction and disposal of wastes, energy conservation, and employee
and community risk reduction in a standardized form.
The
Equator Principles are the financial industry’s benchmark for determining, assessing and managing social and environmental risk
in project financing. The Principles were first launched in June 2003 and were ultimately adopted by over forty financial institutions
during a three year implementation period. The principles were subsequently revised in July 2006 to take into account the new performance
standards approved by the World Bank Group’s International Finance
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Corporation
(IFC). The third iteration of the Principles was launched in June 2013 and it amplified the banks’ commitments to social responsibility,
including human rights, climate change, and transparency. Financial institutions adopt these principles to ensure that the projects they
venture in are developed in a socially responsible manner and reflect sound environmental management practices.
Glenmede
Policy Recommendation:
|
• |
Vote for shareholder
proposals seeking greater disclosure on the company’s environmental and social practices, and/or associated risks and liabilities.
|
|
• |
Vote for shareholder
proposals asking companies to report in accordance with the Global Reporting Initiative (GRI). |
|
• |
Vote for shareholder proposals
seeking the preparation of sustainability reports. |
|
• |
Vote for shareholder proposals
to study or implement the CERES Roadmap 2030. |
|
• |
Vote for shareholder proposals
to study or implement the Equator Principles. |
Glenmede
Policy Recommendation: Generally vote for proposals requesting a company to report on, or to adopt
a new policy on, water-related risks and concerns, taking into account:
|
• |
The company’s current
disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics; |
|
• |
Whether or not the company’s
existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations;
|
|
• |
The potential financial
impact or risk to the company associated with water-related concerns or issues; and |
|
• |
Recent, significant company
controversies, fines, or litigation regarding water use by the company and its suppliers. |
The
Equator Principles are the financial industry’s benchmark for determining, assessing and managing social and environmental risk
in project financing. First launched in June 2003, the Principles were ultimately adopted by over forty financial institutions over
a three-year implementation period. Since its adoption, the Principles have undergone a number of revisions, expanding the use of performance
standards and signatory banks’ banks’ commitments to social responsibility, including human rights, climate change, and transparency.
The fourth iteration of the Principles was launched in November 2019, incorporating amendments and new commitment to human rights,
climate change, Indigenous Peoples and biodiversity related topics. Financial institutions adopt these principles to ensure that the projects
they finance are developed in a socially responsible manner and reflect sound environmental management practices. As of 2024, 131 financial
institutions globally are Signatories to the Equator Principles.22
Glenmede
Policy Recommendation: Vote for shareholder proposals to study or implement the Equator Principles.
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Glenmede
Policy Recommendation: Vote against proposals restricting a company from making charitable contributions.
Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence
of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of
the company.
Data
Security, Privacy, and Internet Issues
Glenmede
Policy Recommendation: Vote case-by-case on proposals requesting the disclosure or implementation of
data security, privacy, or information access and management policies and procedures, considering:
|
• |
The level of disclosure
of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet
censorship; |
|
• |
Engagement in dialogue
with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet; |
|
• |
The scope of business
involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications; |
|
• |
Applicable market-specific
laws or regulations that may be imposed on the company; and |
|
• |
Controversies, fines, or
litigation related to data security, privacy, freedom of speech, or Internet censorship. |
Environmental,
Social, and Governance (ESG) Compensation-Related Proposals
Glenmede
Policy Recommendation: Generally vote for proposals to link, or report on linking, executive compensation
to environmental and social criteria (such as corporate downsizings, customer or employee satisfaction, community involvement, human rights,
environmental performance, or predatory lending).
Glenmede
Policy Recommendation: Generally vote for shareholder proposals that request the company to disclose
on tax transparency and country-by-country reporting (CbCR), in alignment with internationally-accepted frameworks, such as the Global
Reporting Initiative Tax Standard (GRI 207: Tax 2019) and the Organisation for Economic Co-operation and Development’s (OECD) BEPS
Action 13 (Base Erosion and Profit Shifting).
Human
Rights, Labor Issues, and International Operations
Investors,
international human rights groups, and labor advocacy groups have long been making attempts to safeguard domestic and international workers'
rights. In instances where companies operate in low- and middleincome countries (LMIC), for example, these advocates have asked that the
companies adopt global corporate human rights standards that guarantee sustainable wages and safe working conditions for workers in their
supply chains. Companies that contract out portions of their manufacturing operations to suppliers have been asked to ensure that the
products they receive from those contractors have not been made using forced labor, child labor, or other forms of modern slavery. These
companies are asked to adopt formal vendor standards that, among other things, include monitoring or auditing mechanisms. Globalization,
relocation of production overseas, and widespread use of subcontractors and vendors, often make it difficult to obtain a complete picture
of a company’s labor practices in global markets. Many Investors believe that companies would benefit from adopting a human rights
policy based on the Universal Declaration of Human Rights and the International Labor Organization’s Core Labor Standards. Efforts
that seek greater disclosure on a company’s labor practices and that seek to establish minimum standards for a company’s operations
will be supported. In addition, requests for independent monitoring of domestic and international operations will be supported.
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The
Glenmede Policy generally supports proposals that call for the adoption and/or enforcement of principles or codes relating to countries
in which there are systematic violations of human rights; such as the use of slave, child, or prison labor; a government that is illegitimate;
or there is a call by human rights advocates, pro-democracy organizations, or legitimately-elected representatives for economic sanctions.
The use of child labor or forced labor is unethical and can damage corporate reputations. Poor labor practices can lead to litigation
against the company, which can be costly and time consuming.
Glenmede
Policy Recommendation:
|
• |
Generally vote for proposals
requesting a report on company or company supplier labor and/or human rights standards and policies. |
|
• |
Vote for shareholder proposals
to implement human rights standards and workplace codes of conduct. |
|
• |
Vote for shareholder
proposals calling for the implementation and reporting on ILO codes of conduct, SA 8000 Standards, or human rights due diligence standards.
|
|
• |
Vote for shareholder
proposals that call for the adoption and/or enforcement of principles or codes relating to countries in which there are systematic violations
of human rights. |
|
• |
Vote for shareholder
proposals that call for independent monitoring programs in conjunction with local and respected religious and human rights groups to monitor
supplier and licensee compliance with codes. |
|
• |
Vote for shareholder
proposals that seek publication of a “Code of Conduct” to the company’s domestic and international suppliers and licensees,
requiring they satisfy all applicable standards and laws protecting employees’ wages, benefits, working conditions, freedom of association,
and other rights. |
|
• |
Vote for shareholder
proposals seeking reports on, or the adoption of, vendor standards including: reporting on incentives to encourage suppliers to raise
standards rather than terminate contracts and providing public disclosure of contract supplier reviews on a regular basis. |
|
• |
Vote for shareholder
proposals to adopt labor standards for foreign and domestic suppliers to ensure that the company will not do business with any suppliers
that manufacture products for sale using forced labor, child labor, or that fail to comply with applicable laws protecting employee’s
wages and working conditions. |
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• |
Vote for proposals requesting
that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights
risk assessment process. |
Glenmede
Policy Recommendation: Vote case-by-case on requests for a report on a company’s use of mandatory
arbitration on employment-related claims, taking into account:
|
• |
The company’s current
policies and practices related to the use of mandatory arbitration agreements on workplace claims; |
|
• |
Whether the company has
been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace
claims; and |
|
• |
The company’s disclosure
of its policies and practices related to the use of mandatory arbitration agreements compared to its peers. |
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These
resolutions have called for the adoption of the MacBride Principles for operations located in Northern Ireland. They request companies
operating abroad to support the equal employment opportunity policies that apply in facilities they operate domestically. The principles
were established to address the sectarian hiring problems between Protestants and Catholics in Northern Ireland. It is well documented
that Northern Ireland’s Catholic community faced much higher unemployment figures than the Protestant community. In response to
this problem, the UK government instituted the New Fair Employment Act of 1989 (and subsequent amendments) to address the sectarian hiring
problems.
Many
companies believe that the Act adequately addresses the problems and that further action, including adoption of the MacBride Principles,
only duplicates the efforts already underway. In evaluating a proposal to adopt the MacBride Principles, shareholders must decide whether
the principles will cause companies to divest, and therefore worsen the unemployment problem, or whether the principles will promote equal
hiring practices. Proponents believe that the Fair Employment Act does not sufficiently address the sectarian hiring problems. They argue
that the MacBride Principles serve to stabilize the situation and promote further investment.
Glenmede
Policy Recommendation: Support the MacBride Principles for operations in Northern Ireland that request
companies to abide by equal employment opportunity policies.
Community
Social and Environmental Impact Assessments
Glenmede
Policy Recommendation: Generally vote for requests for reports outlining policies and/or the potential
(community) social and/or environmental impact of company operations considering:
|
• |
Alignment of current
disclosure of applicable company policies, metrics, risk assessment report(s) and risk management procedures with any relevant, broadly
accepted reporting frameworks; |
|
• |
The of regulatory non-compliance,
litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question,
including the management of relevant community and stakeholder impact relations; |
|
• |
The nature, purpose, and
scope of the company’s operations in the specific region(s); |
|
• |
The degree to which company
policies and procedures are consistent with industry norms; and |
|
• |
The scope of the resolution.
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Operations
in High-Risk Markets
Glenmede
Policy Recommendation: Vote case-by-case on requests for a report on a company’s potential financial
and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially
unstable region, taking into account:
|
• |
The nature, purpose,
and scope of the operations and business involved that could be affected by social or political disruption; |
|
• |
Current disclosure of applicable
risk assessment(s) and risk management procedures; |
|
• |
Compliance with U.S. sanctions
and laws; |
|
• |
Consideration of other international
policies, standards, and laws; and |
|
• |
Whether the company has
been recently involved in recent, significant controversies, fines or litigation related to its operations in “high-risk”
markets. |
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Glenmede
Policy Recommendation: Vote case-by-case on proposals calling for companies to report on the risks
associated with outsourcing/plant closures, considering:
|
• |
Controversies surrounding
operations in the relevant market(s); |
|
• |
The value of the requested
report to shareholders; |
|
• |
The company’s current
level of disclosure of relevant information on outsourcing and plant closure procedures; and |
|
• |
The company’s existing
human rights standards relative to industry peers. |
Glenmede
Policy Recommendation: Vote case-by-case on requests for a report on company actions taken to strengthen
policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace
sexual harassment, taking into account:
|
• |
The company’s current
policies, practices, oversight mechanisms related to preventing workplace sexual harassment; |
|
• |
Whether the company has
been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and |
|
• |
The company’s disclosure
regarding workplace sexual harassment policies or initiatives compared to its industry peers. |
Weapons
and Military Sales
Glenmede
Policy Recommendation: Vote against reports on foreign military sales or offsets. Such disclosures
may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign
military sales.
Generally
vote against proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions
or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored
by government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact
on the company’s business.
Glenmede
Policy Recommendation: Vote case-by-case on proposals requesting information on a company’s lobbying
(including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering:
|
• |
The company’s current
disclosure of relevant lobbying policies, and management and board oversight; |
|
• |
The company’s disclosure
regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and |
|
• |
Recent significant controversies,
fines, or litigation regarding the company’s lobbying-related activities. |
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Glenmede
Policy Recommendation: Generally vote for proposals requesting greater disclosure of a company’s
political contributions and trade association spending policies and activities, considering:
|
• |
The company’s policies,
and management and board oversight related to its direct political contributions and payments to trade associations or other groups that
may be used for political purposes; |
|
• |
The company’s disclosure
regarding its support of, and participation in, trade associations or other groups that may make political contributions; and |
|
• |
Recent significant controversies,
fines, or litigation related to the company’s political contributions or political activities. |
Vote
against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state,
and local level; barring political contributions can put the company at a competitive disadvantage.
Vote
against proposals to publish in newspapers and other media a company’s political contributions. Such publications could present
significant cost to the company without providing commensurate value to shareholders.
Glenmede
Policy Recommendation: Generally vote against proposals asking a company to affirm political nonpartisanship
in the workplace, so long as:
|
• |
There are no recent,
significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and
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• |
The company has procedures
in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit
coercion. |
Vote
against proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that
have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to
prepare without providing any meaningful information to shareholders.
Political
Expenditures and Lobbying Congruency
Glenmede
Policy Recommendation: Generally vote for proposals requesting greater disclosure of a company’s
alignment of political contributions, lobbying, and electioneering spending with a company’s publicly stated values and policies,
unless the terms of the proposal are unduly restrictive. Additionally, Glenmede Policy will consider whether:
|
• |
The company’s policies,
management, board oversight, governance processes, and level of disclosure related to direct political contributions, lobbying activities,
and payments to trade associations, political action committees, or other groups that may be used for political purposes; |
|
• |
The company’s disclosure
regarding: the reasons for its support of candidates for public offices; the reasons for support of and participation in trade associations
or other groups that may make political contributions; and other political activities; |
|
• |
Any incongruencies identified
between a company’s direct and indirect political expenditures and its publicly stated values and priorities; |
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• |
Recent significant controversies
related to the company’s direct and indirect lobbying, political contributions, or political activities. |
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Glenmede
Policy Recommendation: Vote case-by-case on the election of directors and trustees, following the same
guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation
committees, so do not withhold for the lack of this committee.
Closed
End Funds - Unilateral Opt-In to Control Share Acquisition Statutes
Glenmede
Policy Recommendation: For closed-end management investment companies (CEFs), vote against or withhold
from nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling
rationale for opting-in to a Control Share Acquisition statute, nor submitted a by-law amendment to a shareholder vote.
Converting
Closed-end Fund to Open-end Fund
Glenmede
Policy Recommendation: Vote case-by-case on conversion proposals, considering the following factors:
|
• |
Past performance as a closed-end
fund; |
|
• |
Market in which the fund
invests; |
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• |
Measures taken by the board
to address the discount; and |
|
• |
Past shareholder activism,
board activity, and votes on related proposals. |
Glenmede
Policy Recommendation: Vote case-by-case on proxy contests, considering the following factors:
|
• |
Past performance relative
to its peers; |
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• |
Market in which fund invests;
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• |
Measures taken by the board
to address the issues; |
|
• |
Past shareholder activism,
board activity, and votes on related proposals; |
|
• |
Strategy of the incumbents
versus the dissidents; |
|
• |
Independence of directors;
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• |
Experience and skills of
director candidates; |
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• |
Governance profile of the
company; |
|
• |
Evidence of management entrenchment.
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Investment
Advisory Agreements
Glenmede
Policy Recommendation: Vote case-by-case on investment advisory agreements, considering the following
factors:
|
• |
Proposed and current fee
schedules; |
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• |
Fund category/investment
objective; |
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• |
Performance benchmarks;
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• |
Share price performance
as compared with peers; |
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Resulting fees relative
to peers; |
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• |
Assignments (where the advisor
undergoes a change of control). |
Approving
New Classes or Series of Shares
Glenmede
Policy Recommendation: Vote for the establishment of new classes or series of shares.
Preferred
Stock Proposals
Glenmede
Policy Recommendation: Vote case-by-case on the authorization for or increase in preferred shares,
considering the following factors:
|
• |
Stated specific financing
purpose; |
|
• |
Possible dilution for common
shares; |
|
• |
Whether the shares can be
used for antitakeover purposes. |
Glenmede
Policy Recommendation: Vote case-by-case on policies under the Investment Advisor Act of 1940, considering
the following factors:
|
• |
Potential competitiveness;
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• |
Regulatory developments;
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• |
Current and potential returns;
and |
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• |
Current and potential risk.
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Generally
vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with
the current SEC interpretation.
Changing
a Fundamental Restriction to a Nonfundamental Restriction
Glenmede
Policy Recommendation: Vote case-by-case on proposals to change a fundamental restriction to a non-fundamental
restriction, considering the following factors:
|
• |
The fund’s target
investments; |
|
• |
The reasons given by the
fund for the change; and |
|
• |
The projected impact of
the change on the portfolio. |
Change
Fundamental Investment Objective to Nonfundamental
Glenmede
Policy Recommendation: Vote against proposals to change a fund’s fundamental investment objective
to non-fundamental.
Glenmede
Policy Recommendation: Vote case-by-case on name change proposals, considering the following factors:
|
• |
Political/economic changes
in the target market; |
|
• |
Consolidation in the target
market; and |
|
• |
Current asset composition.
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Change
in Fund’s Subclassification
Glenmede
Policy Recommendation: Vote case-by-case on changes in a fund’s sub-classification, considering
the following factors:
|
• |
Potential competitiveness;
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• |
Current and potential returns;
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• |
Consolidation in target
industry. |
Business
Development Companies - Authorization to Sell Shares of Common Stock at a Price below
Net
Asset Value
Glenmede
Policy Recommendation: Vote for proposals authorizing the board to issue shares below Net Asset Value
(NAV) if:
|
• |
The proposal to allow
share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as
required under the Investment Company Act of 1940; |
|
• |
The sale is deemed to
be in the best interests of shareholders by (1) a majority of the company’s independent directors and (2) a majority of the company’s
directors who have no financial interest in the issuance; and |
|
• |
The company has demonstrated
responsible past use of share issuances by either: |
|
• |
Outperforming peers in its
8-digit GICS group as measured by one- and three-year median TSRs; or |
|
• |
Providing disclosure
that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to
existing non-participating shareholders. |
Disposition
of Assets/Termination/Liquidation
Glenmede
Policy Recommendation: Vote case-by-case on proposals to dispose of assets, to terminate or liquidate,
considering the following factors:
|
• |
Strategies employed to salvage
the company; |
|
• |
The fund’s past performance;
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|
• |
The terms of the liquidation.
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Changes
to the Charter Document
Glenmede
Policy Recommendation: Vote case-by-case on changes to the charter document, considering the following
factors:
|
• |
The degree of change implied
by the proposal; |
|
• |
The efficiencies that could
result; |
|
• |
The state of incorporation;
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|
• |
Regulatory standards and
implications. |
Vote
against any of the following changes:
|
• |
Removal of shareholder approval
requirement to reorganize or terminate the trust or any of its series; |
|
• |
Removal of shareholder approval
requirement for amendments to the new declaration of trust; |
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Removal of shareholder
approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and
the trust management, as permitted by the 1940 Act; |
|
• |
Allow the trustees to
impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be
imposed upon redemption of a fund’s shares; |
|
• |
Removal of shareholder approval
requirement to engage in and terminate subadvisory arrangements; |
|
• |
Removal of shareholder approval
requirement to change the domicile of the fund. |
Changing
the Domicile of a Fund
Glenmede
Policy Recommendation: Vote case-by-case on re-incorporations, considering the following factors:
|
• |
Regulations of both states;
|
|
• |
Required fundamental policies
of both states; |
|
• |
The increased flexibility
available. |
Authorizing
the Board to Hire and Terminate Subadvisers Without Shareholder Approval
Glenmede
Policy Recommendation: Vote against proposals authorizing the board to hire or terminate subadvisers
without shareholder approval if the investment adviser currently employs only one subadviser.
Glenmede
Policy Recommendation: Vote case-by-case on distribution agreement proposals, considering the following
factors:
|
• |
Fees charged to comparably
sized funds with similar objectives; |
|
• |
The proposed distributor’s
reputation and past performance; |
|
• |
The competitiveness of the
fund in the industry; |
|
• |
The terms of the agreement.
|
Glenmede
Policy Recommendation: Vote for the establishment of a master-feeder structure.
Glenmede
Policy Recommendation: Vote case-by-case on merger proposals, considering the following factors:
|
• |
Resulting fee structure;
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|
• |
Performance of both funds;
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|
• |
Continuity of management
personnel; |
|
• |
Changes in corporate governance
and their impact on shareholder rights. |
Shareholder
Proposals for Mutual Funds
Establish
Director Ownership Requirement
Glenmede
Policy Recommendation: Generally vote against shareholder proposals that mandate a specific minimum
amount of stock that directors must own in order to qualify as a director or to remain on the board.
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Reimburse
Shareholder for Expenses Incurred
Glenmede
Policy Recommendation: Vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses.
When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses.
Terminate
the Investment Advisor
Glenmede
Policy Recommendation: Vote case-by-case on proposals to terminate the investment advisor, considering
the following factors:
|
• |
Performance of the fund’s
Net Asset Value (NAV); |
|
• |
The fund’s history
of shareholder relations; and |
|
• |
The performance of other
funds under the advisor’s management. |
|
|
Foreign
Private Issuers Listed on U.S. Exchanges |
Glenmede
Policy Recommendation: Vote against (or withhold from) non-independent director nominees at companies
which fail to meet the following criteria: a majority-independent board, and the presence of an audit, a compensation, and a nomination
committee, each of which is entirely composed of independent directors.
Where
the design and disclosure levels of equity compensation plans are comparable to those seen at U.S. companies, U.S. compensation policy
will be used to evaluate the compensation plan proposals. Otherwise, they, and all other voting items, will be evaluated using the relevant
regional or market approach under the Glenmede proxy voting guidelines.
THE GLENMEDE FUND, INC.
PART C. OTHER INFORMATION
Item 28. Exhibits
| (a) |
(1) |
Articles
of Amendment and Restatement, dated October 12, 1988, are incorporated herein by reference to Exhibit 1(a) of Post-Effective Amendment
No. 17 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the Securities and Exchange Commission
(“SEC”) on December 29, 1995 (“Post-Effective Amendment No. 17”). |
| |
|
|
| |
(2) |
Articles
Supplementary, dated August 16, 1989, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(b) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(3) |
Articles
Supplementary, dated February 28, 1991, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(c) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(4) |
Articles
Supplementary, dated March 3, 1992, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(d) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(5) |
Articles
Supplementary, dated June 2, 1992, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(e) of Post-Effective Amendment No.
17. |
| |
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|
| |
(6) |
Articles
Supplementary, dated September 30, 1994, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(f) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(7) |
Articles
Supplementary, dated December 30, 1994, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(g) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(8) |
Articles
of Amendment, dated February 26, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(h) of Post-Effective Amendment
No. 21 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) as filed with the SEC on June
6, 1997 (“Post-Effective Amendment No. 21”). |
| |
|
|
| |
(9) |
Articles
Supplementary, dated September 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(i) of Post-Effective Amendment
No. 24 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on October
31, 1997 (“Post-Effective Amendment No. 24”). |
| |
|
|
| |
(10) |
Articles
of Amendment, dated September 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(i) of Post-Effective Amendment
No. 24. |
| |
|
|
| |
(11) |
Articles
of Amendment, dated September 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(k) of Post-Effective Amendment
No. 24. |
| |
|
|
| |
(12) |
Articles
Supplementary, dated September 25, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(l) of Post-Effective Amendment
No. 24. |
| |
|
|
| |
(13) |
Articles
of Amendment, dated December 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(m) of Post-Effective Amendment
No. 26 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on March
2, 1998 (“Post-Effective Amendment No. 26”). |
| |
|
|
| |
(14) |
Articles
Supplementary, dated December 22, 1997, to Articles of Incorporation are incorporated herein by reference to Exhibit 1(n) of Post-Effective Amendment
No. 26. |
| |
|
|
| |
(15) |
Articles
of Amendment, dated August 18, 1998, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (15) of Post-Effective Amendment
No. 27 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on December
23, 1998 (“Post-Effective Amendment No.
27”). |
| |
(16) |
Articles
Supplementary, dated October 11, 1999, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (16) of Post-Effective Amendment
No. 29 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on October
15, 1999 (“Post-Effective
Amendment No. 29”). |
| |
|
|
| |
(17) |
Articles
Supplementary, dated December 13, 1999, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (17) of Post-Effective
Amendment No. 30 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on December
15, 1999 (“Post-Effective Amendment No. 30”). |
| |
|
|
| |
(18) |
Articles
of Amendment, dated February 1, 2000, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (18) of Post-Effective
Amendment No. 31 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 28,
2000 (“Post-Effective Amendment No. 31”). |
| |
|
|
| |
(19) |
Articles
Supplementary, dated September 25, 2001, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (19) of Post-Effective Amendment
No. 33 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on November
29, 2001 (“Post-Effective Amendment
No. 33”). |
| |
|
|
| |
(20) |
Articles
Supplementary dated, March 18, 2002, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (20) of Post-Effective Amendment
No. 35 to Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 27, 2003 (“Post-Effective
Amendment No. 35”). |
| |
|
|
| |
(21) |
Articles
of Amendment, dated March 18, 2002, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (21) of Post-Effective Amendment
No. 35. |
| |
|
|
| |
(22) |
Articles
Supplementary, dated July 30, 2002, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (22) of Post-Effective Amendment
No. 35. |
| |
|
|
| |
(23) |
Articles
Supplementary, dated December 10, 2003, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (23) of Post-Effective Amendment
No. 36 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on December
12, 2003 (“Post-Effective Amendment No. 36”). |
| |
|
|
| |
(24) |
Articles
Supplementary, dated December 8, 2004, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (24) of Post-Effective Amendment
No. 39 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
25, 2005 (“Post-Effective
Amendment No. 39”). |
| |
|
|
| |
(25) |
Articles
Supplementary, dated February 7, 2005, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (25) of Post-Effective Amendment
No. 39. |
| |
|
|
| |
(26) |
Articles
of Amendment, dated February 7, 2005, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (26) of Post-Effective Amendment
No. 39. |
| |
|
|
| |
(27) |
Articles
of Amendment, dated June 14, 2005, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (27) of Post-Effective Amendment
No. 40 of the Registrant’s Registration Statement on Form N-1A (Nos.33-22884/811-5577) filed with the SEC on December
15, 2005 (“Post-Effective
Amendment No. 40”). |
| |
|
|
| |
(28) |
Articles
Supplementary, dated June 15, 2006, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (28) of Post-Effective Amendment
No. 42 of the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on June 29,
2006 (“Post-Effective Amendment
No. 42”). |
| |
|
|
| |
(29) |
Articles
Supplementary, dated September 11, 2006, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (29) of Post-Effective Amendment
No. 43 of the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on September
28, 2006 (“Post-Effective Amendment No. 43”). |
| |
|
|
| |
(30) |
Articles
Supplementary, dated January 12, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (30) of Post-Effective Amendment
No. 44 of the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
23, 2007 (“Post-Effective
Amendment No. 44”). |
| |
(31) |
Articles
Supplementary, dated July 24, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (31) of Post-Effective Amendment
No. 45 of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 28,
2008 (“Post-Effective Amendment
No. 45”). |
| |
|
|
| |
(32) |
Articles
of Amendment, dated September 17, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (32) of Post-Effective Amendment
No. 45. |
| |
|
|
| |
(33) |
Articles
Supplementary, dated December 28, 2007, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (33) of Post-Effective Amendment
No. 45. |
| |
|
|
| |
(34) |
Articles
Supplementary, dated March 3, 2008 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (34) of Post-Effective Amendment
No. 46 of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February 27,
2009 (“Post-Effective Amendment
No. 46”). |
| |
|
|
| |
(35) |
Articles
Supplementary, dated April 14, 2010, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (35) of Post-Effective Amendment
No. 50 of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on June 30, 2010
(“Post-Effective Amendment
No. 50”). |
| |
|
|
| |
(36) |
Articles
Supplementary, dated December 15, 2010, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (36) of Post-Effective
Amendment of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 52 filed with the SEC on December 29,
2010 (“Post-Effective Amendment No. 52”). |
| |
|
|
| |
(37) |
Articles
Supplementary, dated June 3, 2011, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (37) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 55 filed with the SEC on February
24, 2012 (“Post-Effective Amendment
No. 55”). |
| |
|
|
| |
(38) |
Articles
Supplementary, dated June 27, 2012, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (38) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 58 filed with the SEC on September
28, 2012 (“Post-Effective Amendment
No. 58”). |
| |
|
|
| |
(39) |
Articles
Supplementary, dated June 5, 2013, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (39) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 62 filed with the SEC on February
28, 2014 (“Post-Effective Amendment
No. 62”). |
| |
|
|
| |
(40) |
Articles
of Amendment, dated February 12, 2014, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (40) of Post-Effective Amendment
No. 62. |
| |
|
|
| |
(41) |
Articles
Supplementary, dated June 12, 2014, to Articles of Incorporation, are incorporated herein by reference to Exhibit (a) (41) of Post-Effective Amendment
No. 64 filed with the SEC on July 18, 2014 (“Post-Effective Amendment No. 64”). |
| |
|
|
| |
(42) |
Articles
Supplementary, dated August 7, 2014, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (42) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 65 filed with the SEC on September
30, 2014 (“Post-Effective Amendment
No. 65”). |
| |
|
|
| |
(43) |
Articles
Supplementary, dated September 17, 2014, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (43) of Post-Effective Amendment
No. 65. |
| |
|
|
| |
(44) |
Articles
Supplementary, dated April 21, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (44) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 75 filed with the SEC on May 1, 2015
(“Post-Effective Amendment
No. 75”). |
| |
|
|
| |
(45) |
Articles
of Amendment, dated April 21, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (45) of Post-Effective Amendment
No. 75. |
| |
(46) |
Articles
Supplementary, dated June 11, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (46) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 76 filed with the SEC on June 25,
2015 (“Post-Effective Amendment
No. 76”). |
| |
|
|
| |
(47) |
Articles
Supplementary, dated September 10, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (47) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 78 filed with the SEC on October
8, 2015 (“Post-Effective Amendment
No. 78”). |
| |
|
|
| |
(48) |
Articles
Supplementary, dated December 23, 2015, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (48) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 79 filed with the SEC on December
22, 2015 (“Post-Effective Amendment
No. 79”). |
| |
|
|
| |
(49) |
Articles
Supplementary, dated March 28, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (49) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 83 filed with the SEC on April 15,
2016 (“Post-Effective Amendment
No. 83”). |
| |
|
|
| |
(50) |
Articles
Supplementary, dated June 16, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (50) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 86 filed with the SEC on July 14, 2016
(“Post-Effective Amendment No.
86”). |
| |
|
|
| |
(51) |
Articles
of Amendment, dated June 16, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (51) of Post-Effective Amendment
No. 86. |
| |
|
|
| |
(52) |
Articles
Supplementary, dated September 20, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (52) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 89 filed with the SEC on October
7, 2016 (“Post-Effective Amendment
No. 89”). |
| |
|
|
| |
(53) |
Articles
Supplementary, dated December 15, 2016, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (53) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 90 filed with the SEC on December
21, 2016 (“Post-Effective Amendment
No. 90”). |
| |
|
|
| |
(54) |
Articles
of Amendment, dated February 28 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (54) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 95 filed with the SEC on May 5, 2017
(“Post-Effective Amendment
No. 95”). |
| |
|
|
| |
(55) |
Articles
Supplementary, dated June 15, 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (55) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 97 filed with the SEC on August 30,
2017 (“Post-Effective Amendment
No. 97”). |
| |
|
|
| |
(56) |
Articles
Supplementary, dated December 14, 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (56) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 100 filed with the SEC on February
28, 2018 (“Post-Effective Amendment
No. 100”). |
| |
|
|
| |
(57) |
Articles
of Amendment, dated December 14, 2017, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (57) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 102 filed with the SEC on October
5, 2018 (“Post-Effective Amendment
No. 102”). |
| |
|
|
| |
(58) |
Article
Supplementary, dated September 18, 2018, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (58) of Post-Effective Amendment
No. 102. |
| |
|
|
| |
(59) |
Articles
of Amendment, dated December 13, 2018, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (59) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 105 filed with the SEC on February
14, 2019 (“Post-Effective Amendment
No. 105”). |
| |
|
|
| |
(60) |
Articles
Supplementary, dated December 13, 2018, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (60) of Post-Effective Amendment
No. 105. |
| |
(61) |
Articles
of Amendment, dated March 10, 2020, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (61) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A ((Nos. 33-22884/811-05577) No. 111 filed with the SEC on February
26, 2021 (“Post-Effective Amendment
No. 111”). |
| |
|
|
| |
(62) |
Articles
Supplementary, dated September 10, 2020, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (62) of Post-Effective Amendment
No. 111. |
| |
|
|
| |
(63) |
Articles
Supplementary, dated October 13, 2021, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (63) of Post-Effective Amendment
No. 112. |
| |
|
|
| |
(64) |
Articles
of Amendment dated March 9, 2022, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (64) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 113 filed with the SEC on December
28, 2022 (“Post-Effective Amendment
No. 113”). |
| |
|
|
| |
(65) |
Articles
Supplementary, dated April 7, 2023, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (65) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 116 filed with the SEC on June 26, 2023 (“Post-Effective
Amendment No. 116”) . |
| |
|
|
| |
(66) |
Articles
of Amendment, dated June 21, 2023, to Articles of Incorporation are incorporated herein by reference to Exhibit (a) (66) of Post-Effective Amendment
No. 116. |
| |
|
|
| |
(67) |
Articles
Supplementary dated September 13, 2024 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (67) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Nos. 0001133228-24-009300) No. 119 filed with the SEC on October 4, 2024 (“Post-Effective
Amendment No. 119)”. |
| |
|
|
| |
(68) |
Articles
of Amendment dated September 13, 2024 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (68) of Post-Effective Amendment
No. 119. |
| |
|
|
| |
(69) |
Articles
of Amendment dated December 4, 2024 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a) (69) of Post-Effective Amendment
of Registrant’s Registration Statement on Form N-1A (Accession No. 0001133228-25-001601) No. 121 filed with the SEC on February
27, 2025 (“Post-Effective Amendment No. 121”). |
| |
|
|
| |
(70) |
Articles
of Amendment, dated March 5, 2025 to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(70) of Post-Effective
Amendment No. 123 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0001133228-25-009189) filed with the SEC
on May 5, 2025 (“Post-Effective Amendment No. 123”). |
| |
|
|
| |
(71) |
Articles
Supplementary, dated March 5, 2025, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(71) of Post-Effective
Amendment No. 123. |
| |
|
|
| |
(72) |
Articles
of Amendment, dated August 26, 2025, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(72) of
Post-Effective Amendment No. 125 to the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the
SEC on August 29, 2025 (“Post-Effective Amendment No. 125”). |
| |
|
|
| |
(73) |
Articles
Supplementary, dated August 26, 2025, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(73) of Post-Effective
Amendment No. 125. |
| |
|
|
| |
(74) |
Articles
of Amendment, dated October 31, 2025, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(74) of Post-Effective
Amendment No. 127 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0001133228-25-011694) filed with the SEC
on November 4, 2025 (“Post-Effective Amendment No. 127”). |
| |
|
|
| |
(75) |
Articles
Supplementary, dated October 31, 2025, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(75) of Post-Effective
Amendment No. 127. |
| |
(76) |
Articles
of Amendment, dated February 20, 2026, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(76) of Post-Effective
Amendment No. 129 to the Registrant’s Registration Statement on Form N-1A (Accession No. 0001133228-26-002148) filed with the SEC
on February 25, 2026 (“Post-Effective Amendment No. 129”). |
| |
|
|
| |
(77) |
Articles
Supplementary, dated February 20, 2026, to the Articles of Incorporation are incorporated herein by reference to Exhibit (a)(77) of Post-Effective
Amendment No. 129. |
| |
|
|
| |
(78) |
Articles of Amendment to the Articles of Incorporation to be filed
by amendment. |
| |
|
|
| (b) |
(1) |
By-Laws
of Registrant as amended on March 9, 2022, are incorporated herein by reference to Exhibit (b) (1) of Post-Effective Amendment No. 113. |
| |
|
|
| (c) |
(1) |
See: Article
Fifth, Articles of Amendment and Restatement, dated October 12, 1988, which are incorporated herein by reference to Exhibit 1(a)
of Post-Effective Amendment No. 17; Articles
Supplementary, dated August 16, 1989, to Articles of Incorporation which are incorporated herein
by reference to Exhibit 1(b) of Post-Effective
Amendment No. 17; Articles Supplementary, dated
February 28, 1991, to Articles of Incorporation
which are incorporated herein by reference to
Exhibit 1(c) of Post-Effective Amendment No. 17; Articles
Supplementary dated March 3, 1992 to Articles
of Incorporation which are incorporated herein
by reference to Exhibit 1(d) of Post-Effective Amendment No.
17; Articles Supplementary dated June 2, 1992
to Articles of Incorporation which are incorporated
herein by reference to Exhibit 1(e) of Post-Effective
Amendment No. 17; Articles Supplementary, dated
September 30, 1994, to Articles of Incorporation
which are incorporated herein by reference to
Exhibit 1(f) of Post-Effective Amendment No. 17; Articles Supplementary,
dated December 30, 1994, to Articles of Incorporation
which are incorporated herein by reference to Exhibit 1(g) of Post-Effective Amendment
No. 17; Articles Supplementary, dated September
22, 1997, to Articles of Incorporation which are incorporated herein by reference to Exhibit 1(i)
of Post-Effective Amendment No. 24; Articles
Supplementary, dated September 25, 1997, to Articles of Incorporation which are incorporated herein by
reference to Exhibit 1(l) of Post-Effective
Amendment No. 24; Articles Supplementary, dated
December 22, 1997, to Articles of Incorporation which are incorporated
herein by reference as Exhibit 1(n) of Post-Effective Amendment No. 26; Articles
Supplementary, dated October 11, 1999, to Articles
of Incorporation which are
incorporated herein by reference to Exhibit (a) (16) of Post-Effective Amendment No. 29; Articles Supplementary,
dated December 13, 1999,
to Articles of Incorporation which are incorporated herein by reference to Exhibit (a) (17) of Post-Effective
Amendment No. 30; Articles Supplementary,
dated September 25, 2001, to Articles of Incorporation which are incorporated herein by
reference to Exhibit (a) (19) of Post-Effective
Amendment No. 33; Articles
Supplementary, dated March 18, 2002, to Articles of Incorporation
which are incorporated herein by reference to Exhibit
(a) (20) of Post-Effective Amendment No. 35; Articles
Supplementary, dated July 30,
2002, to Articles of Incorporation which are incorporated herein
by reference to Exhibit (a) (22) of Post-Effective Amendment No.
35; Articles Supplementary,
dated December 10, 2003, to Articles of Incorporation
which are incorporated herein by reference to Exhibit (a)
(23) of Post-Effective Amendment No. 36; Articles
Supplementary, dated December
8, 2004, to Articles of Incorporation which are incorporated
herein by reference to Exhibit (a) (24) of Post-Effective Amendment No. 39; Articles
Supplementary, dated February 7, 2005, to Articles
of Incorporation which are incorporated herein by reference to Exhibit (a) (25) of Post-Effective
Amendment No. 39; Articles Supplementary,
dated June 15, 2006, to Articles of Incorporation which are incorporated herein by reference to Exhibit
(a) (28) of Post-Effective Amendment
No. 42; Articles Supplementary,
dated September 11, 2006, to Articles of Incorporation which are incorporated
herein by reference to Exhibit
(a) (29) of Post-Effective Amendment No. 43; Articles
Supplementary, dated January 12, 2007 to Articles of Incorporation
which are incorporated herein by reference to Exhibit (a) (30) of Post-Effective Amendment No. 44; Articles
Supplementary, dated July
24, 2007, to Articles of Incorporation
which are incorporated herein by reference to Exhibit (a) (31) of Post-Effective Amendment No.
45; Articles of Amendment,
dated September 17, 2007, to Articles of Incorporation which are incorporated herein by reference to Exhibit (a)
(32) of Post-Effective Amendment
No. 45; Articles Supplementary,
dated December 28, 2007 to Articles of Incorporation which are incorporated
herein by reference to Exhibit (a)
(33) to Post-Effective Amendment No. 45; Articles
Supplementary, dated March 3, 2008 to Articles
of Incorporation which are incorporated herein by reference
to Exhibit (a) (34) to Post-Effective Amendment No. 46; Articles Supplementary,
dated April 14, 2010, which are incorporated herein by reference
to Exhibit (a) (35) to Post-Effective Amendment No.
50; Articles Supplementary,
dated December 15, 2010, which are incorporated by reference to
Exhibit (a) (36) to Post-Effective Amendment
No. 52; Articles Supplementary
to |
| |
|
Articles
of Incorporation, dated June 3, 2011, which are incorporated by
reference to Exhibit(a) (37) to Post-Effective
Amendment No. 55; Articles Supplementary
to Articles of Incorporation, dated June 27, 2012, which are incorporated by
reference to Exhibit (a) (38) to Post-Effective Amendment No. 58; Articles
Supplementary to Articles of Incorporation, dated June 5, 2013, which
are incorporated by reference to Exhibit (a) (39) to Post-Effective Amendment No. 62; Articles
Supplementary to Articles of Incorporation, dated
June 12, 2014, which are incorporated by reference to Exhibit (a) (41) to Post-Effective Amendment No. 64; Articles Supplementary
to Articles of Incorporation,
dated August 7, 2014, which are incorporated by reference to Exhibit (a) (42) to Post-Effective Amendment
No. 65; Articles Supplementary to
Articles of Incorporation, dated September 17, 2014, which are incorporated by reference to Exhibit
(a) (43) to Post-Effective Amendment No. 65; Articles
Supplementary to Articles of Incorporation, dated April 21, 2015, which are incorporated
by reference to Exhibit (a) (44) of Post-Effective Amendment
No. 75; Articles Supplementary
to Articles of Incorporation, dated June
11, 2015, which are incorporated by reference to Exhibit (a) (46) of Post-Effective
Amendment No. 76; Articles Supplementary
to Articles of Incorporation, dated
September 10, 2015, which are incorporated by reference to Exhibit
(a) (47) of Post-Effective Amendment No.
78; Articles Supplementary to Articles
of Incorporation, dated December 23, 2015, which are incorporated
by reference to Exhibit (a) (48) of
Post-Effective Amendment No. 79; Articles
Supplementary to Articles of Incorporation, dated March 28, 2016,
which are incorporated by reference
to Exhibit (a) (49) of Post-Effective Amendment No. 83; Articles
Supplementary to Articles of Incorporation, dated
June 16, 2016, which are incorporated
herein by reference to Exhibit (a) (50) of Post-Effective Amendment No. 86; Articles
Supplementary to Articles of Incorporation,
dated September 20, 2016, which are incorporated herein by reference to Exhibit (a) (52) of Post-Effective Amendment No.
89; Articles Supplementary to
Articles of Incorporation, dated December 15, 2016, which are incorporated herein by reference to Exhibit (a)
(53) of Post-Effective Amendment No.
90; Articles Supplementary to
Articles of Incorporation, dated June 15, 2017, which are incorporated
herein by reference to Exhibit
(a) (55) of Post-Effective Amendment No. 97; Articles
Supplementary to Articles of Incorporation, dated
December 14, 2017, which are incorporated
herein by reference to Exhibit (a) (56) of Post-Effective Amendment No. 100; Articles Supplementary
to Articles of Incorporation, dated September
18, 2018, which are incorporated herein by reference to Exhibit (a) (58) of Post-Effective
Amendment No. 102; Articles Supplementary
to Articles of Incorporation,
dated December 13, 2018, which are incorporated herein by
reference to Exhibit (a) (60) of Post-Effective Amendment No. 105; and Sections
(7) and (11) of Article II, Article VII and Section (3) of Article
VIII of Registrant’s By-Laws which are incorporated herein by reference to Exhibit
2 of Post-Effective Amendment No. 17. |
| |
|
|
| (d) |
(1) |
Investment
Advisory Agreement between Registrant and The Glenmede Trust Company, dated October 25, 1988, is incorporated herein by reference
to Exhibit 5(a) of Post-Effective Amendment
No. 17. |
| |
|
|
| |
(2) |
Amendment
No. 1, dated September 13, 1994, to Investment Advisory Agreement between Registrant and The Glenmede Trust Company is incorporated herein
by reference to Exhibit 5(c) of Post-Effective Amendment No. 17. |
| |
|
|
| |
(3) |
Investment
Advisory Agreement between the Registrant and The Glenmede Trust Company relating to the Small Cap Equity Portfolio (formerly,
the Small Capitalization Equity Portfolio), dated January 1, 1998, is incorporated herein by reference to Exhibit (d) (10) of Post-Effective Amendment
No. 27. |
| |
|
|
| |
(4) |
Assumption
and Guarantee, dated September 1, 2000, between The Glenmede Trust Company and Glenmede Advisers, Inc. with respect to the Investment Advisory
Agreement between Registrant and The Glenmede Trust Company relating to the Government Cash, Tax-Exempt Cash, Core
Fixed Income, Strategic
Equity, International and Large Cap Value Portfolios is incorporated herein by reference to Exhibit (d) (10) of Post-Effective
Amendment No. 32 to
the Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-5577) filed with the SEC on February
28, 2001 (“Post-Effective Amendment
No. 32”). |
| |
|
|
| |
(5) |
Assumption
and Guarantee, dated September 1, 2000, between The Glenmede Trust Company and Glenmede Advisers, Inc. with respect to the Investment Advisory
Agreement between Registrant and The Glenmede Trust Company relating to the Small Cap Equity Portfolio is incorporated
herein by reference to
Exhibit (d) (12) of Post-Effective Amendment No. 32. |
| |
|
|
| |
(6) |
Investment
Advisory Agreement, dated as of February 27, 2004, between Registrant and Glenmede Advisers, Inc. relating to Large Cap 100 Portfolio
is incorporated herein by reference
to Exhibit (d) (19) of Post-Effective Amendment No. 39. |
| |
(7) |
Investment
Advisory Agreement, dated as of February 27, 2004, between Registrant and Glenmede Advisers, Inc. relating to Large Cap Growth
Portfolio is incorporated herein
by reference to Exhibit (d) (20) of Post-Effective Amendment No. 39. |
| |
|
|
| |
(8) |
Amendment
No. 2 to Investment Advisory Agreement, dated as of August 1, 2005, between Registrant and Glenmede Advisers, Inc. relating to Core
Fixed Income Portfolio, International
Portfolio, Large Cap Value Portfolio and Strategic Equity Portfolio is incorporated herein by reference
to Exhibit (d) (21) of Post-Effective
Amendment No. 40. |
| |
|
|
| |
(9) |
Investment
Advisory Agreement, dated September 26, 2006, between Registrant and Glenmede Advisers, Inc. relating to Total Market Long/Short Portfolio
is incorporated herein by reference to Exhibit (d) (25) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(10) |
Investment
Advisory Agreement, dated September 26, 2006, between Registrant and Glenmede Advisers, Inc. relating to Absolute Return Portfolio
is incorporated herein by reference
to Exhibit (d) (24) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(11) |
Amendment
to Investment Advisory Agreements, dated as of January 1, 2007, among the Registrant, Glenmede Advisers, Inc., and Glenmede Investment Management
LP, relating to the Government Cash, Tax-Exempt Cash, Core Fixed Income (formerly, Intermediate Government), Strategic
Equity (formerly, Equity),
International, Large Cap Value (formerly, Model Equity), U.S. Emerging Growth (formerly, Small Capitalization
Growth), Small Cap Equity (formerly,
Small Capitalization Equity), Large Cap Growth, Large Cap 100, Absolute Return and Total
Market Long/Short Portfolios is incorporated
herein by reference to Exhibit (d) (28) of Post-Effective Amendment No. 44. |
| |
|
|
| |
(12) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to Secured Options Portfolio is incorporated herein
by reference to Exhibit (d) (32) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(13) |
Investment
Advisory Agreement, dated September 28, 2012, between Registrant and Glenmede Investment Management LP, relating to the International Secured
Options Portfolio is incorporated by reference to Exhibit (d) (43) of Post-Effective Amendment No. 58. |
| |
|
|
| |
(14) |
Investment
Advisory Agreement, dated December 22, 2015, between Registrant and Glenmede Investment Management LP, relating to the SMID
Core Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio) is incorporated herein by reference to Exhibit (d)(67) of
Post-Effective Amendment No. 79. |
| |
|
|
| |
(15) |
Investment
Advisory Agreement, dated December 22, 2015, between Registrant and Glenmede Investment Management LP, relating to the Energy Resilience
Portfolio (formerly, Environmental Accountability Portfolio) is incorporated herein by reference to Exhibit (d) (68) of Post-Effective
Amendment No. 79. |
| |
|
|
| |
(16) |
Investment
Advisory Agreement, dated June 29, 2016, between Registrant and Glenmede Investment Management LP, relating to the Short Term
Tax Aware Fixed Income Portfolio
is incorporated herein by reference to Exhibit (d) (81) of Post-Effective Amendment No. 84 to the Registrant’s
Registration Statement on Form
N-1A (Nos. 33-22884/811-5577) filed with the SEC on June 29, 2016 (“Post-Effective Amendment
No. 84”). |
| |
|
|
| |
(17) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to the Equity Income Portfolio is incorporated herein
by reference to Exhibit (d) (83) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(18) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to the Disciplined U.S. Value Equity Portfolio (formerly,
Quantitative U.S. Large Cap Value
Equity Portfolio) is incorporated herein by reference to Exhibit (d) (92) of Post-Effective Amendment No. 98
to the Registrant’s Registration
Statement on Form N-1A (Nos. 33-22884/811-05577) filed with the SEC on November 13, 2017 (“Post-Effective Amendment No.
98”). |
| |
(19) |
Investment
Advisory Agreement between Registrant and Glenmede Investment Management LP, relating to the Disciplined U.S. Small Cap Equity Portfolio
(formerly, Quantitative U.S. Small Cap Equity
Portfolio) is incorporated herein by reference to Exhibit (d) (93) of Post-Effective Amendment No.
98. |
| |
|
|
| |
(20) |
Advisory
Fee Reduction Commitment, dated May 5, 2025, for the Disciplined International Equity Portfolio is incorporated herein by reference to
Exhibit (d)(20) of Post-Effective Amendment No. 123. |
| |
|
|
| |
(21) |
Contractual
Fee Waiver Agreement, dated February 6, 2025 between Registrant and Glenmede Investment Management LP, relating to the Long/Short Equity
Portfolio and Total Market Plus Equity Portfolio is incorporated herein by reference to Exhibit (d)(20) of Post-Effective Amendment No.
121. |
| |
|
|
| |
(22) |
Advisory
Fee Reduction Commitment, dated February 28, 2026, relating to Total Market Plus Equity Portfolio is incorporated herein by reference
to Exhibit (d)(22) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(23) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Total Market Plus Equity Portfolio is incorporated herein by reference to Exhibit
(d)(23) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(24) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to SMID Core Equity Portfolio is incorporated herein by reference to Exhibit (d)(24)
of Post-Effective Amendment No. 129. |
| |
|
|
| |
(25) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Disciplined International Equity Portfolio is incorporated herein by reference
to Exhibit (d)(25) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(26) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Global Secured Options Portfolio is incorporated herein by reference to Exhibit
(d)(26) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(27) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Disciplined U.S. Small Cap Equity Portfolio is incorporated herein by reference
to Exhibit (d)(27) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(28) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Equity Income Portfolio is incorporated herein by reference to Exhibit (d)(28)
of Post-Effective Amendment No. 129. |
| |
|
|
| |
(29) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Disciplined U.S. Value Equity Portfolio is incorporated herein by reference
to Exhibit (d)(29) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(30) |
Contractual
Fee Waiver Agreement, dated February 25, 2026, relating to Long/Short Equity Portfolio is incorporated herein by reference to Exhibit
(d)(30) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(31) |
Investment Advisory Agreement between Registrant and Glenmede Investment
Management LP, relating to Knollbrook Disciplined International Equity ETF, to be filed by amendment. |
| |
|
|
| |
(32) |
Investment Sub-Advisory Agreement between Tidal Investments LLC
and Glenmede Investment Management LP, relating to Knollbrook Disciplined International Equity ETF, to be filed by amendment. |
| |
|
|
| |
(33) |
Investment Advisory Agreement between Registrant and Glenmede Investment
Management LP, relating to Knollbrook Global Secured Options ETF, to be filed by amendment. |
| |
|
|
| |
(34) |
Investment Sub-Advisory Agreement between Tidal Investments LLC
and Glenmede Investment Management LP, relating to Knollbrook Global Secured Options ETF, to be filed by amendment. |
| |
|
|
| (e) |
(1) |
Distribution
Agreement, dated March 31, 2020, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment Management
LP is incorporated herein by reference
to Exhibit (e) (1) of Post-Effective Amendment No. 111. |
| |
(2) |
Distribution
Agreement, dated September 30, 2021, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment Management
LP is incorporated herein by reference
to Exhibit (e) (2) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(3) |
First
Amendment to the Distribution Agreement, dated June 21, 2022, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment Management
LP, is incorporated herein by reference to Exhibit (e) (3) of Post-Effective Amendment No. 115. |
| |
|
|
| |
(4) |
Second
Amendment to the Distribution Agreement, dated June 28, 2023, by and between the Registrant, Quasar Distributors, LLC and Glenmede Investment
Management LP is incorporated herein by reference to Exhibit (e) (4) of Post-Effective Amendment No. 116. |
| |
|
|
| |
(5) |
Distribution Agreement by and among the Registrant, Quasar Distributors,
LLC and Glenmede Investment Management LP for Knollbrook Disciplined International Equity ETF and Knollbrook Global Secured Options ETF
to be filed by amendment. |
| |
|
|
| (f) |
Not Applicable. |
| |
|
|
| (g) |
(1) |
Custody
Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by reference
to Exhibit (g) (2) of Post-Effective
Amendment No. 33. |
| |
|
|
| |
(2) |
Delegation
Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by reference
to Exhibit (g) (3) of Post-Effective
Amendment No. 33. |
| |
|
|
| |
(3) |
Amendment
to Custody Agreement, effective March 28, 2003, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (g)
(5) of Post-Effective Amendment No. 36. |
| |
|
|
| |
(4) |
First
Amendment to Custody Agreement, dated as of December 10, 2003, between Registrant and Investors Bank & Trust Company is incorporated
herein by reference to Exhibit
(g) (5) of Post-Effective Amendment No. 37 to registrant’s Registration Statement on Form N1-A
(Nos. 33-22884/811-5577) filed with
the SEC on February 27, 2004 (“Post-Effective Amendment No. 37”). |
| |
|
|
| |
(5) |
Second
Amendment to Custody Agreement, dated September 19, 2006, between Registrant and Investors Bank & Trust Company is incorporated
herein by reference to Exhibit (g)
(5) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(6) |
Transfer
Agency Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by
reference to Exhibit (g) (4) of Post-Effective
Amendment No. 33. |
| |
|
|
| |
(7) |
First
Amendment to Transfer Agency Agreement, dated as of December 10, 2003, between Registrant and Investors Bank & Trust Company is incorporated
herein by reference to Exhibit (g) (6) of Post-Effective Amendment No. 37. |
| |
|
|
| |
(8) |
Second
Amendment to Transfer Agency Agreement, dated September 19, 2006, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (g) (8) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(9) |
Third
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Secured Options Portfolio, is incorporated
herein by reference to Exhibit (g) (9) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(10) |
Third
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Secured
Options Portfolio, is incorporated
herein by reference to Exhibit (g) (10) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(11) |
Fifth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Global Secured Options Portfolio,
is incorporated herein by reference to Exhibit (g) (13) of Post-Effective Amendment No. 58. |
| |
(12) |
Fifth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding Global
Secured Options Portfolio, is
incorporated herein by reference to Exhibit (g) (14) of Post-Effective Amendment No. 58. |
| |
|
|
| |
(13) |
Sixth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company is incorporated herein
by reference to Exhibit (g) (15)
of Post-Effective Amendment No. 62. |
| |
|
|
| |
(14) |
Seventh
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the SMID Core Equity Portfolio (formerly,
Women in Leadership U.S. Equity Portfolio),
Energy Resilience Portfolio (formerly, Environmental Accountability Portfolio) and High Yield Municipal Portfolio, is incorporated
herein by reference to Exhibit
(g) (18) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(15) |
Eighth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the SMID Core
Equity Portfolio (formerly, Women in Leadership U.S. Equity Portfolio), Energy Resilience Portfolio (formerly, Environmental Accountability
Portfolio) and High Yield Municipal Portfolio, is incorporated herein by reference to Exhibit (g)(19) of Post-Effective Amendment No.
79. |
| |
|
|
| |
(16) |
Eighth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Short Term Tax Aware Fixed
Income Portfolio is incorporated
herein by reference to Exhibit (g) (20) of Post-Effective Amendment No. 84. |
| |
|
|
| |
(17) |
Ninth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Short Term
Tax Aware Fixed Income Portfolio
is incorporated herein by reference to Exhibit (g) (21) of Post-Effective Amendment No. 84. |
| |
|
|
| |
(18) |
Ninth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Equity Income Portfolio is incorporated
herein by reference to Exhibit (g) (22) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(19) |
Tenth
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Equity
Income Portfolio is incorporated
herein by reference to Exhibit (g) (23) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(20) |
Tenth
Amendment to Custody Agreement between Registrant and State Street Bank and Trust Company adding the Disciplined U.S. Value Equity Portfolio
(formerly, Quantitative U.S. Large Cap
Value Equity Portfolio) and Disciplined U.S. Small Cap Equity Portfolio (formerly, Quantitative U.S. Small
Cap Equity Portfolio) is incorporated herein by reference to Exhibit (g) (24) of Post-Effective
Amendment No. 98. |
| |
|
|
| |
(21) |
Eleventh
Amendment to Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company adding the Disciplined U.S.
Value Equity Portfolio (formerly, Quantitative U.S. Large Cap Value Equity Portfolio) and Disciplined U.S. Small Cap Equity Portfolio
(formerly, Quantitative U.S.
Small Cap Equity Portfolio) is incorporated herein by reference to Exhibit (g) (25) of Post-Effective Amendment No. 98. |
| |
|
|
| |
(22) |
Eleventh Amendment to Custody Agreement by and between the Registrant
and State Street Bank and Trust Company adding Knollbrook Disciplined International Equity ETF and Knollbrook Global Secured Options ETF
to be filed by amendment. |
| |
|
|
| |
(23) |
Twelfth Amendment to Transfer Agency and Service Agreement by and
between the Registrant and State Street Bank and Trust Company adding Knollbrook Disciplined International Equity ETF and Knollbrook Global
Secured Options ETF to be filed by amendment. |
| |
|
|
| (h) |
(1) |
Administration
Agreement, dated as of September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein by reference to
Exhibit (h) (4) of Post-Effective Amendment No. 33. |
| |
|
|
| |
(2) |
First
Amendment to Administration Agreement, dated as of December 10, 2003, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (h) (3) of Post-Effective Amendment No. 37. |
| |
(3) |
Second
Amendment to Administration Agreement, dated September 26, 2006, between Registrant and Investors Bank & Trust Company, is incorporated herein
by reference to Exhibit (h) (3) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(4) |
Amended
and Restated Shareholder Servicing Plan and related Agreement, dated September 26, 2006, between the Registrant and The Glenmede
Trust Company N.A. is incorporated
herein by reference to Exhibit (h) (4) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(5) |
Securities
Lending Agency Agreement, dated September 1, 2001, between Registrant and Investors Bank & Trust Company is incorporated herein
by reference to Exhibit (h) (5)
of Post-Effective Amendment No. 43. |
| |
|
|
| |
(6) |
Amendment
No. 1 to Securities Lending Agency Agreement, dated as of February 28, 2004, between Registrant and Investors Bank & Trust Company,
is incorporated herein by reference
to Exhibit (h) (6) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(7) |
Amendment
No. 2 to Securities Lending Agency Agreement, dated as of September 19, 2006, between Registrant and Investors Bank & Trust Company
is incorporated herein by reference
to Exhibit (h) (7) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(8) |
Securities
Lending Authorization Agreement, dated as of September 1, 2007, between Registrant and State Street Bank and Trust Company is incorporated herein
by reference to Exhibit (h) (8) of Post-Effective Amendment No. 45. |
| |
|
|
| |
(9) |
Termination
and Renewal Agreement, dated as of August 1, 2007, between Registrant and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit
(h) (9) of Post-Effective Amendment No. 45. |
| |
|
|
| |
(10) |
First
Amendment to Securities Lending Authorization Agreement, dated as of October 15, 2009, between Registrant and State Street Bank and Trust Company,
is incorporated herein by reference to Exhibit (h) (10) of Post-Effective Amendment No. 47 to the Registrant’s Registration Statement
on Form N-1A (Nos. 33-22884/811-05577)
filed with the SEC on December 17, 2009 (“Post-Effective Amendment No. 47”). |
| |
|
|
| |
(11) |
Securities
Lending and Services Agreement, dated as of October 15, 2009, between the Registrant, on behalf of its Long/Short Portfolio and Total
Market Portfolio and State
Street Bank and Trust Company is incorporated herein by reference to Exhibit (h) (11) of Post-Effective Amendment
No. 47. |
| |
|
|
| |
(12) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement, is incorporated herein by reference to Exhibit (h) (12) of Post-Effective
Amendment No. 50. |
| |
|
|
| |
(13) |
Third
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Secured Options Portfolio,
is incorporated herein by
reference to Exhibit (h) (13) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(14) |
Second
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the Secured Options
Portfolio, is incorporated herein by reference to Exhibit (h) (14) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(15) |
Purchasing
Fund Agreement between Registrant and State Street Bank and Trust Company is incorporated herein by reference to Exhibit (h) (18)
of Post-Effective Amendment of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 53. filed with the SEC
on February 25, 2011. |
| |
|
|
| |
(16) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement, is incorporated herein by reference to Exhibit (h) (19) of Post-Effective
Amendment No. 58. |
| |
|
|
| |
(17) |
Fifth
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the International Secured
Options Portfolio, is incorporated
herein by reference to Exhibit (h) (20) of Post-Effective Amendment No. 58. |
| |
(18) |
Fourth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the International Secured
Options Portfolio, is incorporated herein by reference to Exhibit (h) (21) of Post-Effective Amendment No. 58. |
| |
|
|
| |
(19) |
Seventh
Amendment to the Administration Agreement, dated July 14, 2015, between Registrant and State Street Bank and Trust Company is incorporated herein
by reference to Exhibit (h) (25) of Post-Effective Amendment No. 78. |
| |
|
|
| |
(20) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement, is incorporated herein by reference to Exhibit (h) (27) of Post-Effective
Amendment No. 79. |
| |
|
|
| |
(21) |
Eighth
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the SMID Core Equity Portfolio
(formerly, Women in Leadership U.S. Equity
Portfolio), Energy Resilience Portfolio (formerly, Environmental Accountability Portfolio) and High Yield Municipal Portfolio, is incorporated
herein by reference to Exhibit (h) (28) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(22) |
Sixth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the SMID Core
Equity Portfolio (formerly, Women in Leadership
U.S. Equity Portfolio) and Energy Resilience Portfolio (formerly, Environmental Accountability Portfolio), is incorporated herein by
reference to Exhibit (h) (29) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(23) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (30) of Post-Effective
Amendment No. 84. |
| |
|
|
| |
(24) |
Ninth
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Short Term Tax Aware
Fixed Income Portfolio is incorporated
herein by reference to Exhibit (h) (31) of Post-Effective Amendment No. 84. |
| |
|
|
| |
(25) |
Seventh
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit
(h) (32) of Post-Effective Amendment No. 89. |
| |
|
|
| |
(26) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (33) of Post-Effective
Amendment No. 90. |
| |
|
|
| |
(27) |
Tenth
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Equity Income Portfolio
is incorporated herein by reference
to Exhibit (h) (34) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(28) |
Eighth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the Equity Income
Portfolio is incorporated herein by reference to Exhibit (h) (35) of Post-Effective Amendment No. 90. |
| |
|
|
| |
(29) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (36) of Post-Effective
Amendment No. 98. |
| |
|
|
| |
(30) |
Eleventh
Amendment to Administration Agreement between Registrant and State Street Bank and Trust Company adding the Quantitative U.S. Large
Cap Value Equity Portfolio and
Disciplined U.S. Small Cap Equity Portfolio (formerly, Quantitative U.S. Small Cap Equity Portfolio) is incorporated herein by reference
to Exhibit (h) (37) of Post-Effective Amendment No. 98. |
| |
|
|
| |
(31) |
Ninth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit
(h) (38) of Post-Effective Amendment No. 97. |
| |
(32) |
Tenth
Amendment to Securities Lending Authorization Agreement between Registrant and State Street Bank and Trust Company adding the Disciplined U.S.
Value Equity Portfolio (formerly, Quantitative U.S. Large Cap Value Equity Portfolio) and Disciplined U.S. Small Cap Equity Portfolio
(formerly, Quantitative U.S. Small
Cap Equity Portfolio) is incorporated herein by reference to Exhibit (h) (39) of Post-Effective Amendment No. 98. |
| |
|
|
| |
(33) |
Second
Amendment to Securities Lending and Services Agreement, dated as of December 20, 2017, between the Registrant, on behalf of its Long/Short Equity
Portfolio (formerly, Quantitative U.S. Long/Short Equity Portfolio), Total Market Plus Equity Portfolio (formerly, Quantitative U.S. Total
Market Equity Portfolio) and Alternative
Risk Premia Portfolio, and State Street Bank and Trust Company is incorporated herein by reference to Exhibit (h) (42) of
Post-Effective Amendment of Registrant’s Registration Statement on Form N-1A (Nos. 33-22884/811-05577) No. 107 filed with the SEC
on February 28, 2019. |
| |
|
|
| |
(34) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (34) of Post-Effective
Amendment No. 111. |
| |
|
|
| |
(35) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (35) of Post-Effective
Amendment No. 112. |
| |
|
|
| |
(36) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, SPDR S&P 500 ETF Trust and SPDR Down Jones Industrial Average
ETF Trust is incorporated herein by reference to Exhibit (h) (36) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(37) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust
is incorporated herein by reference to Exhibit (h) (37) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(38) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant and The Select Sector SPDR Trust is incorporated herein by reference
to Exhibit (h) (38) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(39) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, Vanguard Index Funds, Vanguard International Equity Index
Funds, Vanguard Malvern Funds,
Vanguard Scottsdale Funds, Vanguard Specialized Funds and Vanguard STAR Funds is incorporated herein by reference to exhibit
(h) (39) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(40) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, BlackRock ETF Trust, BlackRock ETF Trust II, iShares Trust, iShares,
Inc. and iShares U.S. ETF Trust is incorporated herein by reference to exhibit (h) (40) of Post-Effective Amendment No. 112. |
| |
|
|
| |
(41) |
Amended
and Restated Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h) (41) of Post-Effective Amendment
No. 113. |
| |
|
|
| |
(42) |
Fund
of Funds Investment Agreement dated January 19, 2022 between the Registrant, on behalf of the Glenmede Secured Options Portfolio and
First Trust Alternative Opportunities
Fund is incorporated herein by reference to Exhibit (h) (42) of Post-Effective Amendment No. 113. |
| |
|
|
| |
(43) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h)(36) of Post-Effective
Amendment No. 123. |
| |
|
|
| |
(44) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference
to Exhibit (h)(37) of Post-Effective Amendment No. 125. |
| |
|
|
| |
(45) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement is incorporated herein by reference to Exhibit (h)(38) of Post-Effective
Amendment No. 127. |
| |
|
|
| |
(46) |
Amended
and Restated Amended Shareholder Servicing Plan and related Agreement are incorporated herein by reference to Exhibit (h)(46) of Post-Effective
Amendment No. 129. |
| |
(17) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i) (17) of Post-Effective Amendment
No. 116. |
| |
|
|
| |
(18) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i)(18) of Post-Effective Amendment
No. 123. |
| |
|
|
| |
(19) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i)(19) of Post-Effective Amendment
No. 125. |
| |
|
|
| |
(20) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i)(20) of Post-Effective Amendment
No. 127. |
| |
|
|
| |
(21) |
Opinion
of Counsel as to Legality of Securities Being Registered is incorporated herein by reference to Exhibit (i)(21) of Post-Effective Amendment
No. 129.
|
| |
(22) |
Opinion of Counsel to be filed by amendment. |
| |
|
|
| (j) |
(1) |
Consent of Faegre Drinker Biddle & Reath LLP is filed herewith. |
| |
|
|
| |
(2) |
Consent of independent registered public accounting firm to be filed
by amendment. |
| |
|
|
| (k) |
Not Applicable. |
| |
|
|
| (l) |
(1) |
Purchase
Agreement, dated February 27, 2004, between Registrant and The Glenmede Trust Company relating to the Large Cap 100 Portfolio and
Large Cap Growth Portfolio is
incorporated herein by reference to Exhibit (l) (2) of Post-Effective Amendment No. 39. |
| |
|
|
| |
(2) |
Purchase
Agreement, dated September 26, 2006, between Registrant and The Glenmede Trust Company, N.A. relating to the Absolute Return Portfolio and
Total Market Long/Short Portfolio is incorporated herein by reference to Exhibit (l) (3) of Post-Effective Amendment No. 43. |
| |
|
|
| |
(3) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A. relating to the Secured Options Portfolio is incorporated herein
by reference to Exhibit (l)
(4) of Post-Effective Amendment No. 50. |
| |
|
|
| |
(4) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the International Secured Options Portfolio, is incorporated herein
by reference to Exhibit (l) (7) of Post-Effective Amendment No. 58. |
| |
|
|
| |
(5) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the SMID Core Equity Portfolio (formerly, Women in Leadership
U.S. Equity Portfolio), is incorporated
herein by reference to Exhibit (l) (9) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(6) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the Energy Resilience Portfolio (formerly, Environmental
Accountability Portfolio), is incorporated herein by reference to Exhibit (l) (10) of Post-Effective Amendment No. 79. |
| |
|
|
| |
(7) |
Purchase
Agreement between Registrant and The Glenmede Trust Company, N.A., relating to the Short Term Tax Aware Fixed Income Portfolio,
is incorporated herein by reference
to Exhibit (l) (12) of Post-Effective Amendment No. 84. |
| |
|
|
| |
(8) |
Purchase
Agreement between Registrant and The Glenmede Corporation, relating to the Equity Income Portfolio, is incorporated herein by reference
to Exhibit (l) (13) of Post-Effective
Amendment No. 90. |
| |
|
|
| |
(9) |
Purchase
Agreement between Registrant and The Glenmede Corporation, relating to the Disciplined U.S. Value Equity Portfolio (formerly, Quantitative U.S.
Large Cap Value Equity Portfolio) is incorporated herein by reference to Exhibit (l) (14) of Post-Effective Amendment No. 98. |
| |
(10) |
Purchase
Agreement between Registrant and The Glenmede Corporation, relating to the Disciplined U.S. Small Cap Equity Portfolio (formerly, Quantitative
U.S. Small Cap Equity Portfolio) is incorporated herein by reference to Exhibit (l) (15) of Post-Effective Amendment No. 98. |
| |
|
|
| (m) |
Not Applicable. |
| |
|
|
| (n) |
(1) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System dated September 18, 2013 is incorporated herein by reference to
Exhibit (n) of Post-Effective Amendment No. 62. |
| |
|
|
| |
(2) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding the Large Cap Core Portfolio and Large Cap
Growth Portfolio, dated June 11,
2015, is incorporated herein by reference to Exhibit (n) (3) of Post-Effective Amendment No. 76. |
| |
|
|
| |
(3) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding the Secured Options Portfolio, dated June 16,
2016, is incorporated herein by
reference to Exhibit (n) (4) of Post-effective Amendment No. 86. |
| |
|
|
| |
(4) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding the Long/Short Equity Portfolio (formerly, Quantitative
U.S. Long/Short Equity Portfolio), dated December 14, 2018, is incorporated herein by reference to Exhibit (n) (5) of Post-effective Amendment
No. 105. |
| |
|
|
| |
(5) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding Institutional Shares of the Disciplined International
Equity Portfolio, Disciplined U.S. Small Cap Equity Portfolio and Global Secured Options Portfolio is incorporated herein by reference
to Exhibit (n)(5) of Post-Effective Amendment No. 123. |
| |
|
|
| |
(6) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding Institutional Shares of the SMID Core Equity Portfolio
(formerly, Women in Leadership U.S. Equity Portfolio) is incorporated herein by reference to Exhibit (n)(6) of Post-Effective Amendment
No. 125. |
| |
|
|
| |
(7) |
Amended
and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class System adding Institutional Shares of the Energy Resilience Portfolio
(formerly, Environmental Accountability Portfolio) is incorporated herein by reference to Exhibit (n)(7) of Post-Effective Amendment No.
127. |
| |
|
|
| |
(8) |
Amended and Restated Plan Pursuant to Rule 18f-3 for Operation of
a Multi-Class System adding Institutional Shares of the Total Market Plus Equity Portfolio are incorporated herein by reference to Exhibit
(a)(76) of Post-Effective Amendment No. 129. |
| |
|
|
| |
(9) |
Amended and Restated Plan Pursuant to Rule 18f-3 for Operation of
a Multi-Class System to be filed by amendment. |
| |
|
|
| (o) |
Reserved. |
| |
|
|
| (p) |
(1) |
Revised
Code of Ethics of The Glenmede Fund, Inc. and The Glenmede Portfolios is incorporated herein by reference to Exhibit (p) (1) of Post-Effective Amendment
No. 79. |
| |
|
|
| |
(2) |
Amended
Code of Ethics of Glenmede Investment Management LP is incorporated herein by reference to Exhibit (p) (2) of Post-Effective Amendment No.
62. |
| |
|
|
| (q) |
(1) |
Powers of Attorney are filed herewith. |
| |
|
|
| Item 29. |
Persons Controlled by or Under Common Control with Registrant |
Registrant is not controlled by or under common control with any person.
Registrant is controlled by its Board of Directors.
Reference is made to Article Ten of the Registrant’s Amended and
Restated Articles of Incorporation, incorporated herein by reference to Exhibit (a)(1). Insofar as indemnification for liability arising
under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
| Item 31. |
Business and Other Connections of Investment Advisor |
Glenmede Investment Management LP
Information concerning the investment adviser, Glenmede Investment Management,
LP (the “Advisor”), and its directors, partners, and officers, including information regarding any other business, profession,
vocation, or employment of a substantial nature in which the Advisor or such persons have been engaged during the past two fiscal years,
is set forth in the Advisor’s Form ADV (File No. 801-57826), as filed with the U.S. Securities and Exchange Commission, and is incorporated
herein by reference.
| Item 32. |
Principal Underwriters |
(a) Quasar Distributors, LLC (the “Distributor”) serves as
principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
| |
1. |
Abacus FCF ETF Trust |
| |
2. |
Advisor Managed Portfolios |
| |
3. |
Antares Private Credit Fund |
| |
4. |
Capital Advisors Growth Fund, Series of Advisors Series Trust |
| |
5. |
Chase Growth Fund, Series of Advisors Series Trust |
| |
6. |
Davidson Multi-Cap Equity Fund, Series of Advisors Series Trust |
| |
7. |
Edgar Lomax Value Fund, Series of Advisors Series Trust |
| |
8. |
Huber Large Cap Value Fund, Series of Advisors Series Trust |
| |
9. |
Huber Mid Cap Value Fund, Series of Advisors Series Trust |
| |
10. |
Huber Select Large Cap Value Fund, Series of Advisors Series Trust |
| |
11. |
Huber Small Cap Value Fund, Series of Advisors Series Trust |
| |
12. |
Logan Capital Broad Innovative Growth ETF, Series of Advisors Series Trust |
| |
13. |
Medalist Partners MBS Total Return Fund, Series of Advisors Series Trust |
| |
14. |
Medalist Partners Short Duration Fund, Series of Advisors Series Trust |
| |
15. |
O'Shaughnessy Market Leaders Value Fund, Series of Advisors Series Trust |
| |
16. |
PIA BBB Bond Fund, Series of Advisors Series Trust |
| |
17. |
PIA High Yield (MACS) Fund, Series of Advisors Series Trust |
| |
18. |
PIA High Yield Fund, Series of Advisors Series Trust |
| |
19. |
PIA MBS Bond Fund, Series of Advisors Series Trust |
| |
20. |
PIA Short-Term Securities Fund, Series of Advisors Series Trust |
| |
21. |
Poplar Forest Cornerstone Fund, Series of Advisors Series Trust |
| |
22. |
Poplar Forest Partners Fund, Series of Advisors Series Trust |
| |
23. |
Pzena Emerging Markets Value Fund, Series of Advisors Series Trust |
| |
24. |
Pzena International Small Cap Value Fund, Series of Advisors Series Trust |
| |
25. |
Pzena International Value ETF, Series of Advisors Series Trust |
| |
26. |
Pzena International Value Fund, Series of Advisors Series Trust |
| |
27. |
Pzena Mid Cap Value Fund, Series of Advisors Series Trust |
| |
28. |
Pzena Small Cap Value Fund, Series of Advisors Series Trust |
| |
29. |
Pzena U.S. Large Cap Value ETF, Series of Advisors Series Trust |
| |
30. |
Vox Populi ETF, Series of Advisors Series Trust |
| |
31. |
Scharf ETF, Series of Advisors Series Trust |
| |
32. |
Scharf Global Opportunity ETF, Series of Advisors Series Trust |
| |
33. |
Scharf Multi-Asset Opportunity Fund, Series of Advisors Series Trust |
| |
34. |
Shenkman Capital Floating Rate High Income Fund, Series of Advisors Series Trust |
| |
35. |
Shenkman Capital Short Duration High Income Fund, Series of Advisors Series Trust |
| |
36. |
The Aegis Funds |
| |
37. |
Allied Asset Advisors Funds |
| |
38. |
Angel Oak Funds Trust |
| |
39. |
Angel Oak Strategic Credit Fund |
| |
40. |
Brookfield Infrastructure Income Fund Inc. |
| |
41. |
Brookfield Investment Funds |
| |
42. |
Buffalo Funds |
| |
43. |
RJ Eagle GCM Dividend Select Income ETF, Series of Carillon Series Trust |
| |
44. |
RJ Eagle Municipal Income ETF, Series of Carillon Series Trust |
| |
45. |
RJ Eagle Vertical Income ETF, Series of Carillon Series Trust |
| |
46. |
DoubleLine Funds Trust |
| |
47. |
AAM Brentview Dividend Growth ETF, Series of ETF Series Solutions |
| |
48. |
AAM Crescent CLO ETF, Series of ETF Series Solutions |
| |
49. |
AAM Low Duration Preferred and Income Securities ETF, Series of ETF Series Solutions |
| |
50. |
AAM S&P 500 High Dividend Value ETF, Series of ETF Series Solutions |
| |
51. |
AAM Sawgrass U.S. Large Cap Quality Growth ETF, Series of ETF Series Solutions |
| |
52. |
AAM Sawgrass U.S. Small Cap Quality Growth ETF, Series of ETF Series Solutions |
| |
53. |
AAM SLC Low Duration Income ETF, Series of ETF Series Solutions |
| |
54. |
AAM Todd International Intrinsic Value ETF, Series of ETF Series Solutions |
| |
55. |
AAM Transformers ETF, Series of ETF Series Solutions |
| |
56. |
Acquirers Small and Micro Deep Value ETF, Series of ETF Series Solutions |
| |
57. |
Aptus April Buffer, Series of ETF Series Solutions |
| |
58. |
Aptus April Deep Buffer ETF, Series of ETF Series Solutions |
| |
59. |
Aptus Collared Investment Opportunity ETF, Series of ETF Series Solutions |
| |
60. |
Aptus Deferred Income ETF, Series of ETF Series Solutions |
| |
61. |
Aptus Defined Risk ETF, Series of ETF Series Solutions |
| |
62. |
Aptus Drawdown Managed Equity ETF, Series of ETF Series Solutions |
| |
63. |
Aptus Enhanced Yield ETF, Series of ETF Series Solutions |
| |
64. |
Aptus International Enhanced Yield ETF, Series of ETF Series Solutions |
| |
65. |
Aptus January Buffer ETF, Series of ETF Series Solutions |
| |
66. |
Aptus January Deep Buffer ETF, Series of ETF Series Solutions |
| |
67. |
Aptus July Buffer ETF, Series of ETF Series Solutions |
| |
68. |
Aptus July Deep Buffer ETF, Series of ETF Series Solutions |
| |
69. |
Aptus Laddered Buffer ETF, Series of ETF Series Solutions |
| |
70. |
Aptus Laddered Deep Buffer ETF, Series of ETF Series Solutions |
| |
71. |
Aptus Large Cap Enhanced Yield ETF, Series of ETF Series Solutions |
| |
72. |
Aptus Large Cap Upside ETF, Series of ETF Series Solutions |
| |
73. |
Aptus October Buffer ETF, Series of ETF Series Solutions |
| |
74. |
Aptus October Deep Buffer ETF, Series of ETF Series Solutions |
| |
75. |
Bahl & Gaynor Dividend ETF, Series of ETF Series Solutions |
| |
76. |
Bahl & Gaynor Income Growth ETF, Series of ETF Series Solutions |
| |
77. |
Bahl & Gaynor Small Cap Dividend ETF, Series of ETF Series Solutions |
| |
78. |
Bahl & Gaynor Small/Mid Cap Income Growth ETF, Series of ETF Series Solutions |
| |
79. |
BTD Capital Fund, Series of ETF Series Solutions |
| |
80. |
Carbon Strategy ETF, Series of ETF Series Solutions |
| |
81. |
ClearShares OCIO ETF, Series of ETF Series Solutions |
| |
82. |
ClearShares Piton Intermediate Fixed Income Fund, Series of ETF Series Solutions |
| |
83. |
ClearShares Ultra-Short Maturity ETF, Series of ETF Series Solutions |
| |
84. |
Colterpoint Net Lease Real Estate ETF, Series of ETF Series Solutions |
| |
85. |
ETFB Green SRI REITs ETF, Series of ETF Series Solutions |
| |
86. |
Hoya Capital High Dividend Yield ETF, Series of ETF Series Solutions |
| |
87. |
Hoya Capital Housing ETF, Series of ETF Series Solutions |
| |
88. |
LHA Market State Tactical Beta ETF, Series of ETF Series Solutions |
| |
89. |
LHA Market State Tactical Q ETF, Series of ETF Series Solutions |
| |
90. |
LHA Risk-Managed Income ETF, Series of ETF Series Solutions |
| |
91. |
McElhenny Sheffield Managed Risk ETF, Series of ETF Series Solutions |
| |
92. |
Opus Small Cap Value ETF, Series of ETF Series Solutions |
| |
93. |
The Acquirers Fund, Series of ETF Series Solutions |
| |
94. |
The Brinsmere Fund - Conservative ETF, Series of ETF Series Solutions |
| |
95. |
The Brinsmere Fund - Growth ETF, Series of ETF Series Solutions |
| |
96. |
U.S. Global GO GOLD and Precious Metal Miners ETF, Series of ETF Series Solutions |
| |
97. |
U.S. Global JETS ETF, Series of ETF Series Solutions |
| |
98. |
U.S. Global Sea to Sky Cargo ETF, Series of ETF Series Solutions |
| |
99. |
U.S. Global Technology and Aerospace & Defense ETF, Series of ETF Series Solutions |
| |
100. |
US Vegan Climate ETF, Series of ETF Series Solutions |
|
101. |
First American Funds Trust |
|
102. |
First Eagle ETF Trust |
|
103. |
FundX Investment Trust |
|
104. |
The Glenmede Fund, Inc. |
|
105. |
The GoodHaven Funds Trust |
|
106. |
Harding, Loevner Funds, Inc. |
|
107. |
Hennessy Funds Trust |
|
108. |
Horizon Funds |
|
109. |
Hotchkis & Wiley Funds |
|
110. |
Intrepid Capital Management Funds Trust |
|
111. |
Jacob Funds Inc. |
|
112. |
The Jensen Quality Growth Fund Inc. |
|
113. |
Kirr, Marbach Partners Funds, Inc. |
|
114. |
LibreMax Asset-Backed Income Fund |
|
115. |
Core Alternative ETF, Series of Listed Funds Trust |
|
116. |
Optimized Equity Income ETF, Series of Listed Funds Trust |
|
117. |
Wahed Dow Jones Islamic World ETF, Series of Listed Funds Trust |
|
118. |
Wahed FTSE USA Shariah ETF, Series of Listed Funds Trust |
|
119. |
LKCM Funds |
|
120. |
LoCorr Investment Trust |
|
121. |
MainGate Trust |
|
122. |
ATAC Rotation Fund, Series of Managed Portfolio Series |
|
123. |
Cove Street Capital Small Cap Value Fund, Series of Managed Portfolio Series |
|
124. |
Kensington Active Advantage Fund, Series of Managed Portfolio Series |
|
125. |
Kensington Defender Fund, Series of Managed Portfolio Series |
|
126. |
Kensington Dynamic Allocation Fund, Series of Managed Portfolio Series |
|
127. |
Kensington Hedged Premium Income ETF, Series of Managed Portfolio Series |
|
128. |
Kensington Managed Income Fund, Series of Managed Portfolio Series |
|
129. |
LK Balanced Fund, Series of Managed Portfolio Series |
|
130. |
Leuthold Core ETF, Series of Managed Portfolio Series |
|
131. |
Leuthold Core Investment Fund, Series of Managed Portfolio Series |
|
132. |
Leuthold Global Fund, Series of Managed Portfolio Series |
|
133. |
Leuthold Grizzly Short Fund, Series of Managed Portfolio Series |
|
134. |
Leuthold Select Industries ETF, Series of Managed Portfolio Series |
|
135. |
Muhlenkamp Fund, Series of Managed Portfolio Series |
|
136. |
Nuance Concentrated Value Fund, Series of Managed Portfolio Series |
|
137. |
Nuance Mid Cap Value Fund, Series of Managed Portfolio Series |
|
138. |
Olstein All Cap Value Fund, Series of Managed Portfolio Series |
|
139. |
Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series |
| |
140. |
Port Street Quality Growth Fund, Series of Managed Portfolio Series |
| |
141. |
Reinhart Genesis PMV Fund, Series of Managed Portfolio Series |
| |
142. |
Reinhart International PMV Fund, Series of Managed Portfolio Series |
| |
143. |
Reinhart Mid Cap PMV Fund, Series of Managed Portfolio Series |
| |
144. |
Tremblant Global ETF, Series of Managed Portfolio Series |
| |
145. |
Greenspring Income Opportunities Fund, Series of Manager Directed Portfolios |
| |
146. |
Hood River Emerging Markets Fund, Series of Manager Directed Portfolios |
| |
147. |
Hood River International Opportunity Fund, Series of Manager Directed Portfolios |
| |
148. |
Hood River New Opportunities Fund, Series of Manager Directed Portfolios |
| |
149. |
Hood River Small-Cap Growth Fund, Series of Manager Directed Portfolios |
| |
150. |
SanJac Alpha Core Plus Bond ETF, Series of Manager Directed Portfolios |
| |
151. |
SanJac Alpha Low Duration ETF, Series of Manager Directed Portfolios |
| |
152. |
SWP Growth & Income ETF, Series of Manager Directed Portfolios |
| |
153. |
Vert Global Sustainable Real Estate ETF, Series of Manager Directed Portfolios |
| |
154. |
Mason Capital Fund Trust |
| |
155. |
Matrix Advisors Funds Trust |
| |
156. |
Monetta Trust |
| |
157. |
Nicholas Equity Income Fund, Inc. |
| |
158. |
Nicholas Fund, Inc. |
| |
159. |
Nicholas II, Inc. |
| |
160. |
Nicholas Limited Edition, Inc. |
| |
161. |
Oaktree Asset-Backed Income Fund Inc. |
| |
162. |
Oaktree Diversified Income Fund Inc. |
| |
163. |
Permanent Portfolio Family of Funds |
| |
164. |
Procure ETF Trust II |
| |
165. |
Professionally Managed Portfolios |
| |
166. |
Provident Mutual Funds, Inc. |
| |
167. |
Abbey Capital Futures Strategy Fund, Series of The RBB Fund, Inc. |
| |
168. |
Abbey Capital Multi-Asset Fund, Series of The RBB Fund, Inc. |
| |
169. |
Adara Smaller Companies Fund, Series of The RBB Fund, Inc. |
| |
170. |
Aquarius International Fund, Series of The RBB Fund, Inc. |
| |
171. |
Boston Partners All Cap Value Fund, Series of The RBB Fund, Inc. |
| |
172. |
Boston Partners Global Equity Fund, Series of The RBB Fund, Inc. |
| |
173. |
Boston Partners Long/Short Equity Fund, Series of The RBB Fund, Inc. |
| |
174. |
Boston Partners Long/Short Research Fund, Series of The RBB Fund, Inc. |
| |
175. |
Boston Partners Small Cap Value Fund II, Series of The RBB Fund, Inc. |
| |
176. |
Campbell Systematic Macro Fund, Series of The RBB Fund, Inc. |
| |
177. |
F/m 10-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| |
178. |
F/m 2-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| |
179. |
F/m 3-Year Investment Grade Corporate Bond ETF, Series of The RBB Fund, Inc. |
| |
180. |
F/m Callable Tax-Free Municipal ETF, Series of The RBB Fund, Inc. |
| |
181. |
F/m Compoundr High Yield Bond ETF, Series of The RBB Fund, Inc. |
| |
182. |
F/m Compoundr U.S. Aggregate Bond ETF, Series of The RBB Fund, Inc. |
| |
183. |
F/m Emerald Life Sciences Innovation ETF, Series of The RBB Fund, Inc. |
| |
184. |
F/m Emerald Special Situations ETF, Series of The RBB Fund, Inc. |
| |
185. |
F/m High Yield 100 ETF, Series of The RBB Fund, Inc. |
| |
186. |
F/m Investments Large Cap Focused Fund Series of The RBB Fund, Inc. |
| |
187. |
F/m Opportunistic Income ETF, Series of The RBB Fund, Inc. |
| |
188. |
F/m Ultrashort Treasury Inflation-Protected Security (TIPS) ETF Series of The RBB
Fund, Inc. |
| |
189. |
F/m US Treasury 10 Year Note ETF, Series of The RBB Fund, Inc. |
| |
190. |
F/m US Treasury 12 Month Bill ETF, Series of The RBB Fund, Inc. |
| |
191. |
F/m US Treasury 2 Year Note ETF, Series of The RBB Fund, Inc. |
| |
192. |
F/m US Treasury 20 Year Bond ETF, Series of The RBB Fund, Inc. |
| |
193. |
F/m US Treasury 3 Month Bill ETF, Series of The RBB Fund, Inc. |
| |
194. |
F/m US Treasury 3 Year Note ETF, Series of The RBB Fund, Inc. |
| |
195. |
F/m US Treasury 30 Year Bond ETF, Series of The RBB Fund, Inc. |
| |
196. |
F/m US Treasury 5 Year Note ETF, Series of The RBB Fund, Inc. |
| |
197. |
F/m US Treasury 6 Month Bill ETF, Series of The RBB Fund, Inc. |
| |
198. |
F/m US Treasury 7 Year Note ETF, Series of The RBB Fund, Inc. |
| |
199. |
Motley Fool 100 Index ETF, Series of The RBB Fund, Inc. |
| |
200. |
Motley Fool Capital Efficiency 100 Index ETF, Series of The RBB Fund, Inc. |
| |
201. |
Motley Fool Global Opportunities ETF, Series of The RBB Fund, Inc. |
| |
202. |
Motley Fool Innovative Growth Factor ETF, Series of The RBB Fund, Inc. |
| |
203. |
Motley Fool Mid-Cap Growth ETF, Series of The RBB Fund, Inc. |
| |
204. |
Motley Fool Momentum Factor ETF, Series of The RBB Fund, Inc. |
| |
205. |
Motley Fool Next Index ETF, Series of The RBB Fund, Inc. |
| |
206. |
Motley Fool Small-Cap Growth ETF, Series of The RBB Fund, Inc. |
| |
207. |
Motley Fool Value Factor ETF, Series of The RBB Fund, Inc. |
| |
208. |
MUFG Japan Small Cap Active ETF, Series of The RBB Fund, Inc. |
| |
209. |
Oakhurst Fixed Income Fund, Series of The RBB Fund, Inc. |
| |
210. |
SGI Dynamic Tactical ETF, Series of The RBB Fund, Inc. |
| |
211. |
SGI Enhanced Core ETF, Series of The RBB Fund, Inc. |
| |
212. |
SGI Enhanced Global Income ETF, Series of The RBB Fund, Inc. |
| |
213. |
SGI Enhanced Market Leaders ETF, Series of The RBB Fund, Inc. |
| |
214. |
SGI Global Equity Fund, Series of The RBB Fund, Inc. |
| |
215. |
SGI Peak Growth Fund, Series of The RBB Fund, Inc. |
| |
216. |
SGI Prudent Growth Fund, Series of The RBB Fund, Inc. |
| |
217. |
SGI Small Cap Core Fund, Series of The RBB Fund, Inc. |
| |
218. |
SGI U.S. Large Cap Core ETF, Series of The RBB Fund, Inc. |
| |
219. |
SGI U.S. Large Cap Equity Fund, Series of The RBB Fund, Inc. |
| |
220. |
WPG Partners Select Small Cap Value Fund, Series of The RBB Fund, Inc. |
| |
221. |
WPG Partners Small Cap Value Diversified Fund, Series of The RBB Fund, Inc. |
| |
222. |
The RBB Fund Trust |
| |
223. |
RBC Funds Trust |
| |
224. |
Rockefeller Municipal Opportunities Fund |
| |
225. |
SEG Partners Long/Short Equity Fund |
| |
226. |
Series Portfolios Trust |
| |
227. |
Thompson IM Funds, Inc. |
| |
228. |
Tortoise Capital Series Trust |
| |
229. |
Bright Rock Mid Cap Growth Fund, Series of Trust for Professional Managers |
| |
230. |
Bright Rock Quality Large Cap Fund, Series of Trust for Professional Managers |
| |
231. |
CrossingBridge Low Duration High Income Fund, Series of Trust for Professional
Managers |
| |
232. |
CrossingBridge Nordic High Income Bond Fund, Series of Trust for Professional Managers |
| |
233. |
CrossingBridge Responsible Credit Fund, Series of Trust for Professional Managers |
| |
234. |
CrossingBridge Ultra-Short Duration Fund, Series of Trust for Professional Managers |
| |
235. |
RiverPark Strategic Income Fund, Series of Trust for Professional Managers |
| |
236. |
Dearborn Partners Rising Dividend Fund, Series of Trust for Professional Managers |
| |
237. |
Jensen Global Quality Growth Fund, Series of Trust for Professional Managers |
| |
238. |
Jensen Quality MidCap Fund, Series of Trust for Professional Managers |
| |
239. |
Rockefeller Climate Solutions Fund, Series of Trust for Professional Managers |
| |
240. |
Rockefeller US Small Cap Core Fund, Series of Trust for Professional Managers |
| |
241. |
Wall Street EWM Funds Trust |
(b) The following are the Officers and Manager of the Distributor, the
Registrant’s underwriter. The Distributor’s main business address is 190 Middle Street, Suite 301, Portland, Maine 04101.
| Name |
Address |
Position with Underwriter |
Position with Registrant |
| Teresa Cowan |
190 Middle Street, Suite 301, Portland, ME 04101 |
President/Manager |
None |
| Name |
Address |
Position with Underwriter |
Position with Registrant |
| Chris Lanza |
190 Middle Street, Suite 301, Portland, ME 04101
|
Vice President
|
None |
|
Kate Macchia
|
190 Middle Street, Suite 301, Portland, ME 04101
|
Vice President |
None |
| Susan L. LaFond |
190 Middle Street, Suite 301, Portland, ME 04101
|
Vice President and Chief Compliance Officer and
Treasurer
|
None |
| Gabriel E. Edelman |
190 Middle Street, Suite 301, Portland, ME 04101
|
Secretary |
None |
| Weston Sommers |
190 Middle Street, Suite 301, Portland, ME 04101 |
Financial and Operations Principal and Chief Financial Officer |
None |
(c) Not applicable.
| Item 33. |
Location of Accounts and Records |
All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act, and the Rules thereunder will be maintained at the offices of:
(1) Glenmede Investment Management LP
One Liberty Place 1650 Market Street, Suite 4000
Philadelphia, Pennsylvania 19103
(records relating to its functions as investment advisor)
(2) State Street Bank and Trust Company
1 Congress Street, Suite 1
Boston, MA 02114
(records relating to its functions as custodian, administrator, transfer
agent, dividend disbursing agent, securities lending agent and short sales lending agent)
(3) Quasar Distributors, LLC
190 Middle Street, Suite 301,
Portland, ME 04101
(records relating to its functions as distributor)
(4) Faegre Drinker Biddle & Reath LLP
One Logan Square Suite 2000
Philadelphia, Pennsylvania 19103-6996
(Registrant’s minute books)
| Item 34. |
Management Services |
Not applicable.
(a) Registrant undertakes to comply with the provisions
of Section 16(c) of the 1940 Act in regard to shareholders’ right to call a meeting of shareholders for the purpose of voting on
the removal of directors and to assist in shareholder communications in such matters, to the extent required by law. Specifically, the
Registrant will, if requested to do so by the holders of at least 10% of the Registrant’s outstanding shares, call a meeting of
shareholders for the purpose of voting upon the question of the removal of directors, and the Registrant will assist in shareholder communications
as required by Section 16(c) of the 1940 Act.
(b) Registrant undertakes to furnish to each person to
whom a prospectus is delivered, a copy of Registrant’s latest annual report to shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment
No. 130 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, and Commonwealth of Pennsylvania
on the 10th of July 2026.
THE GLENMEDE FUND, INC.
| By |
/s/ Elizabeth A.
Eldridge |
|
| |
Elizabeth A. Eldridge President |
|
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Post-Effective Amendment No. 130 to the Registration Statement has been signed below by the following persons
in the capacities indicated on the day of July, 2026.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| * |
|
|
|
|
| William L. Cobb, Jr. |
|
Chairman |
|
July 10, 2026 |
| |
|
|
|
/s/ Elizabeth A. Eldridge |
|
|
|
|
| Elizabeth A. Eldridge |
|
President |
|
July 10, 2026 |
| |
|
|
|
|
| * |
|
|
|
|
| H. Franklin Allen, Ph.D. |
|
Director |
|
July 10, 2026 |
| |
|
|
| * |
|
|
|
|
| Mary Ann B. Wirts |
|
Director |
|
July 10, 2026 |
| |
|
|
| * |
|
|
|
|
| Harry Wong |
|
Director |
|
July 10, 2026 |
| |
|
|
| * |
|
|
|
|
| Andrew Phillips |
|
Director |
|
July 10, 2026 |
| |
|
|
|
|
| * |
|
|
|
|
| Rebecca Duseau |
|
Director |
|
July 10, 2026 |
| |
|
|
|
|
| * |
|
|
|
|
| Roger Sayler |
|
Director |
|
July 10, 2026 |
| |
|
|
|
|
|
/s/ Michael C. Addeo
Michael C. Addeo |
|
|
|
|
| Treasurer and Principal Financial
Officer |
July 10, 2026 |
| *By |
/s/ Joshua M. Lindauer |
|
| |
Joshua M. Lindauer, Attorney-in-fact |
|
Exhibit
Index