Exhibit (g)(23)
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of
September 18, 2026, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place
of business at One Congress Street, Boston, Massachusetts 02114 (“State Street” or the “Transfer Agent”), THE
GLENMEDE FUND, INC., a Maryland corporation having its principal office and place of business at One Liberty Place, 1650 Market Street,
Suite 4000, Philadelphia, PA 19103 (the “Fund”), on behalf of each of its Portfolios (as defined below).
WHEREAS, the Fund is authorized
to issue shares of beneficial interest (“Shares”) in separate series, with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Fund intends to
initially offer Shares in one or more series, each as named in the attached Schedule A, which may be amended by the parties from
time to time (such series, together with all other series subsequently established by the Fund and made subject to this Agreement in
accordance with Section 11 of this Agreement, being herein referred to as a “Portfolio,” and collectively as the “Portfolios”);
WHEREAS, each Portfolio will
issue and redeem Shares only in aggregations of Shares known as “Creation Units” as described in the currently effective
prospectus and statement of additional information of the Fund (collectively, the “Prospectus”);
WHEREAS, only those entities
(“Authorized Participants”) that have entered into an Authorized Participant Agreement with the distributor of the Fund (“Distributor”),
are eligible to place orders for Creation Units with the Distributor;
WHEREAS, the Depository Trust
Company, a limited purpose trust company organized under the laws of the State of New York (“DTC”) or its nominee will be
the record or registered owner of all outstanding Shares;
WHEREAS, Fund desires to appoint
Transfer Agent to act as its transfer agent, dividend disbursing agent and agent in connection with certain other activities; and Transfer
Agent is willing to accept such appointment.
NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto, agree as follows:
| 1.1 | Subject
to the terms and conditions set forth in this Agreement, the Fund and each Portfolio hereby
employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as,
transfer agent for the Creation Units and dividend disbursing agent of the Fund and each
Portfolio. |
| 1.2 | Transfer
Agency Services. In accordance with procedures established from time to time by agreement
between the Fund and each Portfolio, as applicable, and the Transfer Agent (the “Procedures”),
the Transfer Agent shall: |
| (i) | establish
each Authorized Participant’s account in the applicable Portfolio on the Transfer Agent’s
recordkeeping system and maintain such account for the benefit of such Authorized Participant; |
| (ii) | receive
and process orders for the purchase of Creation Units from the Distributor or the Fund, and
promptly deliver payment and appropriate documentation thereof to the custodian of the applicable
Portfolio as identified by the Fund (the “Custodian”); |
| (iii) | generate
or cause to be generated and transmitted confirmation of receipt of such purchase orders
to the Authorized Participants and, if applicable, transmit appropriate trade instruction
to the National Securities Clearance Corporation (“NSCC”); |
| (iv) | receive
and process redemption requests and redemption directions from the Distributor or the Fund
and deliver the appropriate documentation thereof to the Custodian; |
| (v) | with
respect to items (ii) through (iv) above, the Transfer Agent may execute transactions directly
with Authorized Participants; |
| (vi) | at
the appropriate time as and when it receives monies paid to it by the Custodian with respect
to any redemption, pay over or cause to be paid over in the appropriate manner such monies,
if any, to the redeeming Authorized Participant as instructed by the Distributor or the Fund
; |
| (vii) | prepare
and transmit by means of DTC’s book-entry system payments for any dividends and distributions
declared by the Fund on behalf of the applicable Portfolio; |
| (viii) | record
the issuance of Shares of the applicable Portfolio and maintain a record of the total number
of Shares of each Portfolio which are issued and outstanding; and provide the Fund on a regular
basis with the total number of Shares of each Portfolio which are issued and outstanding
but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor
the issuance of such Shares to determine if there are authorized Shares available for issuance
or to take cognizance of any laws relating to, or corporate actions required for, the issue
or sale of such Shares, which functions shall be the sole responsibility of the Fund and
each Portfolio; and, excluding DTC or its nominee as the record or registered owner, the
Transfer Agent shall have no obligations or responsibilities to account for, keep records
of, or otherwise related to, the beneficial owners of the Shares; |
| (ix) | maintain
and manage, as agent for the Fund and each Portfolio, such bank accounts as the Transfer
Agent shall deem necessary for the performance of its duties under this Agreement, including
but not limited to, the processing of Creation Unit purchases and redemptions and the payment
of a Portfolio’s dividends and distributions. The Transfer Agent may maintain such
accounts at the bank or banks deemed appropriate by the Transfer Agent in accordance with
applicable law; |
| (x) | process
any request from an Authorized Participant to change its account registration; and |
| (xi) | except
as otherwise instructed by the Fund, the Transfer Agent shall process all transactions in
each Portfolio in accordance with the procedures mutually agreed upon by the Fund and the
Transfer Agent with respect to the proper net asset value to be applied to purchase orders
received in good order by the Transfer Agent or by the Fund or any other person or firm on
behalf of such Portfolio or from an Authorized Participant before cut-offs established by
the Fund. The Transfer Agent shall report to the Fund any known exceptions to the foregoing. |
| 1.3 | Additional
Services. In addition to, and neither in lieu of nor in contravention of the services
set forth in Section 1.2 above, the Transfer Agent shall perform the following services: |
| (i) | The
Transfer Agent shall perform such other services for the Fund that are mutually agreed to
by the parties from time to time, for which the Fund will pay such fees as may be mutually
agreed upon, including the Transfer Agent’s reasonable out-of-pocket expenses. The
provision of such services shall be subject to the terms and conditions of this Agreement. |
| (ii) | DTC
and NSCC. The Transfer Agent shall: (a) accept and effectuate the registration and maintenance
of accounts, and the purchase and redemption of Creation Units in such accounts, in accordance
with instructions transmitted to and received by the Transfer Agent by transmission from
DTC or NSCC on behalf of Authorized Participants; and (b) issue instructions to a Portfolio’s
banks for the settlement of transactions between the Portfolio and DTC or NSCC (acting on
behalf of the applicable Authorized Participant). |
| 1.4 | Authorized
Persons. The Fund and each Portfolio hereby agrees and acknowledges that the Transfer
Agent may rely on the current list of authorized persons, including the Distributor, as provided
or agreed to by the Fund and as may be amended from time to time, in receiving instructions
to issue or redeem Creation Units. The Fund and each Portfolio agrees and covenants for itself
and each such authorized person that any order or sale of or transaction in Creation Units
received by it after the order cut-off time as set forth in the Prospectus or such earlier
time as designated by such Portfolio (the “Order Cut-Off Time”), shall be effectuated
at the net asset value determined on the next business
day or as otherwise required pursuant to the applicable Portfolio’s then-effective Prospectus, and the Fund or such authorized
person shall so instruct the Transfer Agent of the proper effective date of the transaction. |
| 1.5 | Anti-Money
Laundering and Client Screening. With respect to the Fund’s or any Portfolio’s
offering and sale of Creation Units at any time, and for all subsequent transfers of such
interests, the Fund or its delegate shall, to the extent applicable, directly or indirectly
and to the extent required by law: (i) conduct know your customer/client identity due diligence
with respect to potential investors and transferees in the Shares and Creation Units and
shall obtain and retain due diligence records for each investor and transferee; (ii) use
its best efforts to ensure that each investor’s and any transferee’s funds used
to purchase Creation Units or Shares shall not be derived from, nor the product of, any criminal
activity; (iii) if requested, provide periodic written verifications that such investors/transferees
have been checked against the United States Department of the Treasury Office of Foreign
Assets Control database for any non-compliance or exceptions; and (iv) perform its obligations
under this Section in accordance with all applicable anti-money laundering laws and regulations.
In the event that the Transfer Agent has received advice from counsel that access to underlying
due diligence records pertaining to the investors/transferees is necessary to ensure compliance
by the Transfer Agent with relevant anti-money laundering (or other applicable) laws or regulations,
the Fund shall, upon receipt of written request from the Transfer Agent, provide the Transfer
Agent copies of such due diligence records. |
| 1.6 | State
Transaction (“Blue Sky”) Reporting. If applicable, the Fund shall be solely
responsible for its “blue sky” compliance and state registration requirements. |
| 1.7 | Tax
Law. The Transfer Agent shall have no responsibility or liability for any obligations
now or hereafter imposed on the Fund, a Portfolio, any Creation Units, any Shares, a beneficial
owner thereof, an Authorized Participant or the Transfer Agent in connection with the services
provided by the Transfer Agent hereunder by the tax laws of any country or of any state or
political subdivision thereof. It shall be the responsibility of the Fund to notify the Transfer
Agent of the obligations imposed on the Fund, a Portfolio, the Creation Units, the Shares,
or the Transfer Agent in connection with the services provided by the Transfer Agent hereunder
by the tax law of countries, states and political subdivisions thereof, including responsibility
for withholding and other taxes, assessments or other governmental charges, certifications
and governmental reporting. |
| 1.8 | The
Transfer Agent shall provide the office facilities and the personnel determined by it to
perform the services contemplated herein. |
| 2.1 | Fee
Schedule. For the performance by the Transfer Agent of services provided pursuant to
this Agreement, the Transfer Agent shall be entitled to receive the fees and expenses set
forth in a written fee schedule. |
| 3. | REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT |
The Transfer Agent represents
and warrants to the Fund that:
| 3.1 | It
is a trust company duly organized and existing under the laws of the Commonwealth of Massachusetts. |
| 3.2 | It
is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), it will remain so registered for the
duration of this Agreement, and it will promptly notify the Fund in the event of any material
change in its status as a registered transfer agent. |
| 3.3 | It
is duly qualified to carry on its business in the Commonwealth of Massachusetts. |
| 3.4 | It
is empowered under applicable laws and by its organizational documents to enter into and
perform the services contemplated in this Agreement. |
| 3.5 | All
requisite organizational proceedings have been taken to authorize it to enter into and perform
this Agreement. |
| 4. | REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE PORTFOLIOS |
The Fund and each Portfolio represents
and warrants to the Transfer Agent that:
| 4.1 | The
Fund is duly organized, existing and in good standing under the laws of the state of its
formation. |
| 4.2 | The
Fund is empowered under applicable laws and by its organizational documents to enter into
and perform this Agreement. |
| 4.3 | All
requisite proceedings have been taken to authorize the Fund to enter into, perform and receive
services pursuant to this Agreement and to appoint the Transfer Agent as transfer agent of
the Fund and the Portfolios. |
| 4.4 | The
Fund is registered under the Investment Company Act of 1940, as amended (the “1940
Act”), as an open-end management investment company. |
| 4.5 | A
registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), is currently effective and will remain effective, and all appropriate state
securities law filings have been made and will continue to be made, with respect to all Shares
of the Fund being offered for sale. |
| 4.6 | Where
information provided by the Fund or the Authorized Participants includes information about
an identifiable individual (“Personal Information”), the Fund represents and
warrants that it has obtained all consents and approvals, as required by all applicable laws,
regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure
of Personal Information, necessary to disclose such Personal Information to the Transfer
Agent, and as required for the Transfer Agent to use and disclose such Personal Information
in connection with the performance of the services hereunder. The Fund acknowledges that
the Transfer Agent may perform any of the services, and may use and disclose Personal Information
outside of the jurisdiction in which it was initially collected by the Fund, including the
United States and that information relating to the Fund, including Personal Information of
investors may be accessed by national security authorities, law enforcement and courts. The
Transfer Agent shall be kept indemnified by and be without liability to the Fund for any
action taken or omitted by it in reliance upon this representation and warranty, including
without limitation, any liability or costs in connection with claims or complaints for failure
to comply with any applicable law that regulates the collection, processing, use or disclosure
of Personal Information. |
| 5. | DATA ACCESS AND PROPRIETARY INFORMATION |
| 5.1 | The
Fund acknowledges that the databases, computer programs, screen formats, report formats,
interactive design techniques, and documentation manuals furnished to the Fund by the Transfer
Agent as part of the Fund’s ability to access certain Fund-related data maintained
by the Transfer Agent or another third party on databases under the control and ownership
of the Transfer Agent (“Data Access Services”) constitute copyrighted, trade
secret, or other proprietary information (collectively, “Proprietary Information”)
of substantial value to the Transfer Agent or another third party. In no event shall Proprietary
Information be deemed Authorized Participant information or the confidential information
of the Fund. The Fund and each Portfolio agrees to treat all Proprietary Information as proprietary
to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information
to any person or organization except as may be provided hereunder or as required by applicable
law, regulation, or court order. Without limiting the foregoing, the Fund agrees for itself
and its officers and directors and their agents, to: |
| (i) | use
such programs and databases solely on the Fund’s, or such agents’ computers,
or solely from equipment at the location(s) agreed to between the Fund and the Transfer Agent,
and solely in accordance with the Transfer Agent’s applicable user documentation |
| (ii) | refrain
from copying or duplicating in any way the Proprietary Information; |
| (iii) | refrain from intentionally obtaining unauthorized access to any portion of the Proprietary
Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of
such information in accordance with the Transfer Agent’s reasonable instructions; |
| (iv) | refrain
from causing or allowing Proprietary Information transmitted from the Transfer Agent’s
computers to the Fund’s, or such agents’ computer to be retransmitted to any
other computer facility or other location, except with the prior written consent of the Transfer
Agent; |
| (v) | allow
the Fund or such agents to have access only to those authorized transactions agreed upon
by the Fund and the Transfer Agent |
| (vi) | honor
all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s
expense the rights of the Transfer Agent in Proprietary Information at common law, under
federal copyright law and under other federal or state law. |
| 5.2 | Proprietary
Information shall not include all or any portion of any of the foregoing items that (1) are
or become publicly available without breach of this Agreement; (ii) that are released for
general disclosure by a written release by the Transfer Agent; or (iii) that are already
in the possession of the receiving party at the time of receipt without obligation of confidentiality
or breach of this Agreement. |
| 5.3 | If
the Fund notifies the Transfer Agent that any of the Data Access Services do not operate
in material compliance with the most recently issued user documentation for such services,
the Transfer Agent shall use commercially reasonable efforts to correct such failure. Organizations
from which the Transfer Agent may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data, and the Fund agrees to make no claim
against the Transfer Agent arising out of the contents of such third-party data, including,
but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS
AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS,
AS AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. FOR AVOIDANCE OF DOUBT, NOTHING IN THIS SUB-SECTION
5.3 SHALL EXCUSE TRANSFER AGENT FOR ANY FAILURE TO PERFORM THE SERVICES IN ACCORDANCE WITH
THE STANDARD OF CARE SET FORTH IN SECTION 6 AND THE TERMS OF THIS AGREEMENT. |
| 5.4 | If the transactions available to the Fund include the ability to originate electronic instructions
to the Transfer Agent in order to (i) effect the transfer or movement of cash or Creation Units, or (ii) transmit Authorized Participant
information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of
such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures
established by the Transfer Agent from time to time. |
| 5.5 | Each
party shall take reasonable efforts to advise its employees of their obligations pursuant
to this Section. The obligations of this Section shall survive any earlier termination of
this Agreement. |
| 6. | STANDARD
OF CARE / LIMITATION OF LIABILITY |
| 6.1 | The
Transfer Agent shall at all times act in good faith in its performance of all services performed
under this Agreement and shall exercise the reasonable level of skill, care and diligence
of a professional provider of transfer agency services. The Transfer Agent assumes no responsibility
and shall not be liable for loss or damage due to errors, including encoding and payment
processing errors, unless said errors are caused by its gross negligence or willful misconduct
or that of its employees or agents. The parties agree that any encoding or payment processing
errors shall be governed by this standard of care, and that Section 4-209 of the Uniform
Commercial Code is superseded by this Section. |
| 6.2 | In
any event, the Transfer Agent’s cumulative liability for the term of the Agreement
for all liability or losses, regardless of the form of action or legal theory, shall be limited
to the fees (excluding expenses) received by the Transfer Agent under this Agreement during
the preceding 12-month period; provided that such limitation on liability shall not apply
to the Transfer Agent’s fraud or willful misconduct. |
| 6.3 | Neither
party shall be liable for special, incidental, indirect, punitive or consequential damages,
regardless of the form of action and even if the same were foreseeable. |
| 7.1 | The
Transfer Agent and its affiliates, including their respective officers, directors, employees
and agents (the “Indemnitees”), shall not be responsible for, and the Fund and
each Portfolio shall indemnify and hold the Indemnitees harmless from and against, any and
all losses, damages, costs, charges, reasonable counsel fees (including the defense of any
lawsuit in which one of the Indemnitees is a named party), payments, expenses and liability
arising out of or attributable to: |
| (i) | all
actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant
to this Agreement, provided that such actions are taken in good faith and without gross negligence
or willful misconduct; |
| (ii) | the
Fund’s breach of any representation, warranty or covenant of the Fund hereunder; |
| (iii) | the
Fund’s lack of good faith, gross negligence or willful misconduct; |
| (iv) | reliance
upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its
agents or subcontractors on: (a) any information, records, documents, data, stock certificates
or services, which are received by the Transfer Agent or its agents or subcontractors in
physical form, or by machine readable input, facsimile, electronic data entry, electronic
instructions or other similar means authorized by the Fund, and which have been prepared,
maintained or performed by the Fund or any other person or firm on behalf of the Fund, including
but not limited to any broker-dealer, third party administrator or previous transfer agent;
(b) any instructions or requests of the Fund or its officers or the Fund’s agents or
subcontractors or their officers or employees; (c) any instructions or opinions of legal
counsel to the Fund or any Portfolio with respect to any matter arising in connection with
the services to be performed by the Transfer Agent under this Agreement which are provided
to the Transfer Agent by the Fund or Fund after consultation with such legal counsel; or
(d) any paper or document, reasonably believed to be genuine, authentic, or signed by the
proper person or persons; |
| (v) | the
offer or sale of Creation Units in violation of any requirement under federal or state securities
laws or regulations requiring that such Creation Units be registered, or in violation of
any stop order or other determination or ruling by any federal or state agency with respect
to the offer or sale of such Creation Units; |
| (vi) | the
negotiation and processing of any checks, wires and ACH transmissions, including without
limitation, for deposit into, or credit to, the Fund’s demand deposit accounts maintained
by the Transfer Agent; |
| (vii) | all
actions relating to the transmission of Fund, Creation Unit or Authorized Participant data
through the NSCC clearing systems, if applicable; and |
| (viii) | any
tax obligations under the tax laws of any country or of any state or political subdivision
thereof, including taxes, withholding and reporting requirements, claims for exemption and
refund, additions for late payment, interest, penalties and other expenses (including legal
expenses) that may be assessed, imposed or charged against the Transfer Agent as transfer
agent hereunder. |
| 7.2 | At
any time the Transfer Agent may apply to any officer of the Fund for instructions, and may
consult with legal counsel (which may be Fund counsel) with respect to any matter arising
in connection with the services to be performed by the Transfer Agent under this Agreement,
the Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified
by the Fund and the applicable Portfolio for any action taken or omitted by it in reliance
upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents
and subcontractors shall be protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Fund or the applicable Portfolio, |
reasonably believed to be genuine and
to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer
Agent or its agents or subcontractors by machine readable input, electronic data entry or other similar means authorized by the Fund
and the Portfolios, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof
from the Fund.
| 7.3 | Subject
to the limitations on liability set forth in Section 6, the Transfer Agent shall indemnify
and hold the Fund and each Portfolio harmless from and against direct losses, damages, costs,
charges, and reasonable counsel fees incurred by the Fund or any Portfolio as a direct result
of the Transfer Agent’s failure to meet the standard of care set forth in Section 6.1. |
| 7.4 | The
Transfer Agent and the Fund will use reasonable efforts to mitigate any losses in respect
of which it claims indemnification under this Agreement. |
| 8. | ADDITIONAL COVENANTS OF THE FUND AND THE TRANSFER AGENT |
| 8.1 | Delivery
of Documents. The Fund shall promptly furnish to the Transfer Agent the following: |
| (i) | A
copy of the resolution of the Board of Directors of the Fund certified by the Fund’s
Secretary authorizing the appointment of the Transfer Agent and the execution and delivery
of this Agreement. |
| (ii) | A
copy of the Articles of Incorporation and By-Laws of the Fund, and all amendments thereto. |
| 8.2 | Certificates,
Checks, Facsimile Signature Devices. The Transfer Agent hereby agrees to establish and
maintain facilities and procedures for safekeeping of any stock certificates, check forms
and facsimile signature imprinting devices; and for the preparation or use, and for keeping
account of, such certificates, forms and devices. |
| 8.3 | Records. The Transfer Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. In furtherance of the Fund’s compliance with the requirements of Section
31 of the 1940 Act and the Rules thereunder, the Transfer Agent agrees that any records relating to the services provided to the Fund
and Portfolios hereunder shall be made available upon reasonable request and preserved for the periods prescribed by the applicable Rules
unless such records are earlier surrendered to the Fund or Portfolios. Records may be surrendered in either written or machine-readable
form, at the option of the Transfer Agent. In the event that the Transfer Agent is requested or authorized by the Fund, or required by
subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any
investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the
Transfer Agent’s personnel as witnesses or deponents, the Fund agrees to pay the Transfer Agent for the Transfer Agent’s
time and expenses, as well as the fees and expenses of the Transfer Agent’s counsel, incurred in such production. |
| 9. | CONFIDENTIALITY AND USE OF DATA |
| 9.1 | All
information provided under this Agreement by a party (the “Disclosing Party”)
to the other party (the “Receiving Party”) regarding the Disclosing Party’s
business and operations shall be treated as confidential. Subject to Section 9.2 below, all
confidential information provided under this Agreement by Disclosing Party shall be used,
including disclosure to third parties, by the Receiving Party, or its agents or service providers,
solely for the purpose of performing or receiving the services and discharging the Receiving
Party’s other obligations under the Agreement or managing the business of the Receiving
Party and its Affiliates (as defined in Section 9.2 below), including financial and operational
management and reporting, risk management, legal and regulatory compliance and client service
management. The foregoing shall not be applicable to any information (a) that is publicly
available when provided or thereafter becomes publicly available, other than through a breach
of this Agreement, (b) that is independently derived by the Receiving Party without the use
of any information provided by the Disclosing Party in connection with this Agreement, (c)
that is disclosed to comply with any legal or regulatory proceeding, investigation, audit,
examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed
as required by operation of law or regulation or as required to comply with the requirements
of any market infrastructure that the Disclosing Party or its agents direct the Receiving
Party or its Affiliates to employ (or which is required in connection with the holding or
settlement of instruments included in the assets subject to this Agreement), or (e) where
the party seeking to disclose has received the prior written consent of the party providing
the information, which consent shall not be unreasonably withheld. |
| 9.2 | (a)
In connection with the provision of the services and the discharge of its other obligations
under this Agreement, the Transfer Agent (which term for purposes of this Section 9.2 includes
each of its parent company, branches and affiliates (“Affiliates”)) may collect
and store information regarding the Fund and share such information with its Affiliates,
agents and service providers in order and to the extent reasonably necessary (i) to carry
out the provision of services contemplated under this Agreement and other agreements between
the Fund and the Transfer Agent or any of its Affiliates and (ii) to carry out management
of its businesses, including, but not limited to, financial and operational management and
reporting, risk management, legal and regulatory compliance and client service management. |
(b) Subject to paragraph (d) below, the
Transfer Agent and/or its Affiliates may use any Confidential Information of the Fund or Portfolios (“Data”) obtained by
such entities in the performance of their services under this Agreement or any other agreement between the Fund and the Transfer Agent
or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund to develop, publish or otherwise
distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in
the flow of investment funds into various
markets, sectors or investment instruments
(collectively, the “Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information of other
customers of the Transfer Agent and/or (B) information derived from other sources, in each case such that the Indicators do not allow
for attribution or identification of such Data with the Fund, (ii) the Data represents less than a statistically meaningful portion of
all of the data used to create the Indicators and (iii) the Transfer Agent publishes or otherwise distributes to third parties only the
Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party,
whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) The Fund acknowledges that the Transfer
Agent may seek to realize economic benefit from the publication or distribution of the Indicators.
(d) Except as expressly contemplated
by this Agreement, nothing in this Section 9.2 shall limit the confidentiality and data-protection obligations of the Transfer Agent
and its Affiliates under this Agreement and applicable law. The Transfer Agent shall cause any Affiliate, agent or service provider to
which it has disclosed Data pursuant to this Section 9.2 to comply at all times with confidentiality and data-protection obligations
as if it were a party to this Agreement.
| 9.3 | The
Transfer Agent affirms that it has, and will continue to have throughout the term of this
Agreement, procedures in place that are reasonably designed to protect the privacy of non-public
personal consumer/customer financial information to the extent required by applicable laws,
rules and regulations. |
| 10. | Effective
Period and Termination |
This Agreement shall remain
in full force and effect for an initial term ending September 30, 2029 (the “Initial Term”). After the expiration of the
Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) unless a written
notice of non-renewal is delivered by the non-renewing party no later than one-hundred and twenty (120) days prior to the expiration
of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this
Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party
has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’
written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening
of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of
this Agreement pursuant to this paragraph with respect to the Fund or any Portfolio, the Fund or applicable Portfolio shall pay Transfer
Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements.
In the event of: (i) the
Fund’s termination of this Agreement with respect to the Fund or its Portfolio(s) for any reason other than as set forth in the
immediately preceding paragraphs, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is
not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Fund or applicable
Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly
compensation previously earned by Transfer Agent with respect to the Fund or such Portfolio) and shall reimburse the Transfer Agent for
its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Fund’s
or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii)
of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund or a Portfolio and distribution
of the Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that
the Fund or such Portfolio is no longer viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund of a Portfolio
with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to another entity, in each
of (b) and (c) where the Transfer Agent is retained to continue providing services to the Fund or such Portfolio (or its respective successor)
on substantially the same terms as this Agreement.
Termination of this Agreement
with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Fund
or any other Portfolio.
In the event that the Fund
establishes one or more series of Shares in addition to the Portfolios listed on the attached Schedule A, with respect to which
the Fund desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer
Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio
hereunder.
| 12.1 | Except
as provided in Section 13 below, neither this Agreement nor any rights or obligations hereunder
may be delegated or assigned by either party without the written consent of the other party. |
| 12.2 | Except
as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed
to give any rights or benefits in this Agreement to anyone other than the Transfer Agent
and the Fund and the Portfolios, and the duties and responsibilities undertaken pursuant
to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the
Fund and the Portfolios. This Agreement shall inure to the benefit of, and be binding upon,
the parties and their respective permitted successors and assigns. |
| 12.3 | This
Agreement does not constitute an agreement for a partnership or joint venture between the
Transfer Agent and the Fund. Neither party shall make any commitments with third parties
that are binding on the other party without the other party’s prior written consent. |
| 13. | DELEGATION; SUBCONTRACTORS |
| 13.1 | The
Transfer Agent shall have the right, without the consent or approval of the Fund, to employ
agents, subcontractors, consultants and other third parties, whether affiliated or unaffiliated,
to provide or assist it in the provision of any part of the services stated herein (each,
a “Delegate” and collectively, the “Delegates”). The Transfer Agent
shall be responsible for the services delivered by, and the acts and omissions of, any such
Delegate as if the Transfer Agent had provided such services and committed such acts and
omissions itself. Where required, such Delegate shall be a duly registered transfer agent
pursuant to Section 17A(c)(2) of the 1934 Act. |
| 13.2 | The
Transfer Agent will provide the Fund with information regarding its global operating model
for the delivery of the services on a quarterly or other periodic basis, which information
shall include the identities of Delegates affiliated with the Transfer Agent that perform
or may perform parts of the services, and the locations from which such Delegates perform
services, as well as such other information about its Delegates as the Fund may reasonably
request from time to time. Nothing in this Section 13 shall limit or restrict the Transfer
Agent’s right to use affiliates or third parties to perform or discharge, or assist
it in the performance or discharge, of any obligations or duties under this Agreement other
than the provision of the services. |
| 14.1 | Amendment.
This Agreement may be amended by a written agreement executed by both parties. |
| 14.2 | Massachusetts
Law to Apply. This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts without giving
effect to any conflicts of law rules thereof. |
| 14.3 | Force
Majeure. Neither party shall be responsible or liable for any failure or delay in performance
of its obligations under this Agreement arising out of or caused, directly or indirectly,
by circumstances beyond its reasonable control, including without limitation, work stoppage,
power or other mechanical failure, computer virus, natural disaster, acts of war or terrorism,
pandemics, governmental actions or communication disruption; except, in the case of the Transfer
Agent, to the extent that such losses are attributable to its breach of business continuity
obligations under this Agreement. |
| 14.4 | Data
Protection. The Transfer Agent will implement and maintain a comprehensive written information
security program that contains appropriate security measures to safeguard the personal information
of the Fund’s shareholders, employees, directors and/or officers that the Transfer
Agent receives, stores, maintains, processes or otherwise accesses in connection with the
provision of services hereunder. For these purposes, “personal information” shall
mean (i) an individual’s name (first initial and last name or first name and last name),
address or telephone number plus (a) social security number, (b) driver’s license
number, (c) state identification card number, (d) debit or credit card number, (e) financial
account number or (f) personal identification number or password that would |
permit access to a person’s account
or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding
the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information,
or from federal, state or local government records lawfully made available to the general public.
| 14.5 | Survival.
All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality
and/or protections of proprietary rights and trade secrets shall survive the termination
of this Agreement. |
| 14.6 | Severability.
If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable,
the validity, legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired. |
| 14.7 | Priorities
Clause. In the event of any conflict, discrepancy or ambiguity between the terms and
conditions contained in this Agreement and any schedules or attachments hereto, the terms
and conditions contained in this Agreement shall take precedence. |
| 14.8 | Waiver.
The failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver nor shall it deprive such party of the right
thereafter to insist upon strict adherence to that term or any term of this Agreement. The
failure of a party hereto to exercise or any delay in exercising any right or remedy under
this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver
of any other rights or remedies. No single or partial exercise of any right or remedy under
this Agreement shall prevent any further exercise of the right or remedy or the exercise
of any other right or remedy. Any waiver must be in writing signed by the waiving party. |
| 14.9 | Entire
Agreement. This Agreement and any schedules, exhibits, attachments or amendments hereto
constitute the entire agreement between the parties hereto and supersedes any prior agreement
with respect to the subject matter hereof whether oral or written. |
| 14.10 | Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to
be an original, and all such counterparts taken together shall constitute one and the same
Agreement. Counterparts may be executed in either original or electronically transmitted
form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby
adopt as original any signatures received via electronically transmitted form. |
| 14.11 | Reproduction of Documents. This Agreement and all schedules, exhibits, attachments
and amendments hereto may be reproduced by any photographic, photostatic, digital or other similar process. The parties hereto all/each
agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. |
| 14.12 | Insurance.
The Transfer Agent agrees to maintain in force throughout the term of this Agreement, with
financially sound and reputable insurers, appropriate insurance in an adequate amount covering
the Transfer Agent’s duties and activities as a transfer agent, to the extent such
insurance is available on commercially reasonable terms. The Transfer Agent agrees to provide
the Fund with certificates of its insurance coverage upon reasonable request and on no more
than an annual basis as requested by the Fund. |
| 14.13 | Business
Continuity. The Transfer Agent shall at all times maintain a business contingency plan
and a disaster recovery plan and shall take commercially reasonable measures to maintain
and periodically test such plans. Such plans shall be consistent with the standard of care
set forth in Section17.1 and designed to permit the Transfer Agent to resume the provision
of the services under this Agreement as soon as reasonably practicable following any event
which prevents the Transfer Agent from providing such services. The Transfer Agent shall
implement such plans following the occurrence of an event that results in an interruption
or suspension of the Transfer Agent’s provision of services pursuant to this Agreement.
Upon reasonable request, the Transfer Agent shall discuss with the Fund its business contingency
and disaster recovery plans and/or provide a high-level presentation summarizing such plans. |
| 14.14 | Reports.
Upon reasonable request of the Fund, the Transfer Agent shall provide the Fund with a copy
of the Transfer Agent’s Service Organizational Control (SOC) 1 reports prepared in
accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization
(formerly Statement on Standards for Attestation Engagements (SSAE) No. 18), and any successor
reports thereto. |
| 14.15 | Notices.
Any notice instruction or other instrument required to be given hereunder will be in writing
and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized
delivery service, to the parties at the following address or such other address as may be
notified by any party from time to time: |
(a) If
to Transfer Agent, to:
State Street Bank and Trust Company
Transfer Agency
Attention: Compliance
1776 Heritage Drive
Quincy MA 02171
With a copy to:
STATE STREET BANK AND TRUST COMPANY
Legal Division – Global Services Americas
One Lincoln Street
Boston, MA 02111
(b) If
to the Trust, to:
THE GLENMEDE FUND, INC
One Liberty Place
1650 Market Street, Suite 4000
Philadelphia, PA 19103
Attn: Elizabeth Eldridge
CC: Michael C. Addeo
| 14.16 | Interpretive
and Other Provisions. In connection with the operation of this Agreement, the Transfer
Agent and the Fund on behalf of each of the Funds, may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by all parties, provided that no such
interpretive or additional provisions shall contravene any applicable laws or regulations
or any provision of the Fund’s governing documents. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year
first above written.
State
Street Bank and Trust Company
|
|
| By: |
/s/
Andrea E. Sharp |
|
| |
Name: |
Andrea
E. Sharp |
|
| |
Title: |
Managing
Director |
|
THE GLENMEDE FUND, INC.
|
|
| By: |
/s/
Elizabeth Eldridge |
|
| |
Name: |
Elizabeth
Eldridge |
|
| |
Title: |
President |
|
Schedule A
LIST OF PORTFOLIOS
Knollbrook Disciplined International Equity ETF
Knollbrook Global Secured Options ETF