public exhibit volume

PUBLIC EXHIBIT VOLUME

THE GLENMEDE TRUST COMPANY OF DELAWARE

APPLICATION FOR A CERTIFICATE OF PUBLIC CONVENIENCE

AND ADVANTAGE with respect to a

Limited Purpose Trust Company pursuant to

Subchapter V of Chapter 7 of Title 5 of the Delaware Code

June 18, 2020

Table of Contents 1. Notice of Intention to Form a Limited Purpose Trust Company 1 2. Exhibit A - Application for a Certificate of Public Convenience and Advantage for a

Limited Purpose Trust Company 2

3. Exhibit 1 - Stock Subscription Agreement 18 4. Exhibit B - Articles of Association 20 5. Exhibit C - Proposed Form of Public Notice 25 6. Exhibit D - Certification of President & Secretary 27

Glenmede Application - PublicVolume - 6.18.20

Page 1 of 32

jct�

Square

18

jct�

Square

18

EXHIBIT A


Page 2 of 32

1

STATE OF DELAWARE

OFFICE OF THE STATE BANK COMMISSIONER

Application for Certificate of Public Convenience and Advantage with Respect to A Limited Purpose Trust Company Pursuant to

Subchapter V of Chapter 7 of Title 5 of the Delaware Code PROPOSED TITLE The Glenmede Trust Company of Delaware

STREET ADDRESS 20 Montchanin Road, Suite 2000 CITY Wilmington

COUNTY New Castle County STATE Delaware ZIP CODE 19807

We, the undersigned, prospective incorporators, being natural persons of lawful age, hereby apply for a Certificate of Public Convenience and Advantage with respect to the proposed limited purpose trust company we seek to organize. We represent that the Trust Company (1) will be operated in a manner so as not to attract customers from the general public in the State to the substantial detriment of existing banks or trust companies located in this State other than corporations established under Subchapter V, Chapter 7, Title 5, provided that the Trust Company may be operated in a manner likely to attract and retain customers with whom any affiliate of the Trust Company has or has had business relations, and (2) will maintain its headquarters in the State of Delaware. On behalf of the Trust Company, we specifically agree that the Trust Company will be bound by the conditions set forth in Subchapter V, Chapter 7, Title 5, Delaware Code.

In making this application none of the prospective incorporators are acting as agents for other persons undisclosed to the State Bank Commissioner. In support of this application, we hereby make the following statements and representations and submit the following information for the purpose of inducing the State Bank Commissioner to issue such Certificate of Public Convenience and Advantage: THE UNDERSIGNED HEREBY CERTIFIES that the statements contained herein are true

SIGNATURE NAME AND PLACE OF RESIDENCE

Mark V. Purpura 5 3rd Street Rehoboth Beach, Delaware 19971

Jeanette Jennings 15 Shellbark Drive Bear, Delaware 19701

Shannon McBride 309 Wheatsheaf Drive New Castle, Delaware 19720


Page 3 of 32

2

I. FINANCIAL INFORMATION A. PRO FORMA STATEMENT OF CONDITION - BEGINNING OF BUSINESS

ASSETS LIABILITIES AND CAPITAL Description AMOUNT Description AMOUNT Cash $11,000,000 LIABILITIES

Securities 0 Loans 0 Premises 0 TOTAL LIABILITIES Furniture, fixtures and equipment

0 CAPITAL AND SURPLUS

$11,000,000

Net organization expense (Same as 1E)

0 Total Capital Accounts (Same as II)

$11,000,000

TOTAL ASSETS $11,000,000 TOTAL LIABILITIES AND CAPITAL

$11,000,000

B. PREMISES TO BE OCCUPIED BY THE LIMITED PURPOSE TRUST COMPANYDESCRIPTION OF PREMISES The Glenmede Trust Company of Delaware (the "Limited Purpose Trust Company" or "Trust Company") will be located at 20 Montchanin Road, Suite 2000, Wilmington, Delaware 19807. The Limited Purpose Trust Company will share office space with its affiliate, The Glenmede Trust Company, N.A. ("Glenmede, N.A."). The premises consist of approximately 12,685 square feet of office space, which includes (i) suitable desk space for employees, including individual offices for the officers located there, (ii) an appropriately sized conference room, (iii) a reception area, and (iv) common space for business equipment. The Limited Purpose Trust Company will enter into a shared services agreement (the “Shared Services Agreement - GTC”) with Glenmede, N.A. which will, among other things, provide that a portion of its office space and facilities will be available for use by the Limited Purpose Trust Company for the operation of the Limited Purpose Trust Company's business. A form of the Shared Services Agreement – GTC is attached as Exhibit 1 to the Confidential Section of this Application. A copy of the lease for the premises is attached at Exhibit 2 to the Confidential Section of this Application.

Copies of any lease should be submitted for the confidential use of the State Bank Commissioner. Except where State law obviates the need, a clause similar to the following should be incorporated in all leases drawn for a term exceeding one year in connection with this application:

“Notwithstanding any other provisions contained in this lease, in the event the Lessee is closed or taken over by the banking authority of the State of Delaware, or other bank supervisory authority, the Lessor may terminate the lease only with the concurrence of such banking authority or other bank supervisory authority, and any such authority shall in any event have the election either to continue or to terminate the lease. Provided, that in the event this lease is terminated, the maximum claim of Lessor for damages or indemnity for injury resulting from the rejection or abandonment of the unexpired term of the lease shall in no event be in an amount exceeding the rent reserved by the lease, without acceleration, for the year next succeeding the date of the surrender of the premises to the


Page 4 of 32

3

Lessor, or the date of re-entry of the Lessor, whichever first occurs, whether before or after the closing of the bank, plus an amount equal to the unpaid rent accrued, without acceleration up to such date.”


Page 5 of 32

4

I. FINANCIAL INFORMATION (Continued)

C. PROPOSED INVESTMENT IN AND RENTAL OF FURNITURE, FIXTURES AND EQUIPMENT DESCRIPTION:

ITEM TOTAL COST (If Owned) ANNUAL RENTAL (If Leased) [N/A] TOTALS

TOTAL INSURANCE TO BE CARRIED

TOTAL ANNUAL DEPRECIATION

DEPRECIATION METHOD

DO PROPONENTS PLAN TO CONTRACT FOR OFF-PREMISE ELECTRONIC DATA PROCESSING SERVICE? X YES NO (If yes, list servicer(s) if known and the applications that would be processed off-premise. Attach copies of any electronic data processing agreements that have been executed.)

The Shared Services Agreement - GTC, attached as Exhibit 1 to the Confidential Section of this Application, provides for electronic data processing and additional services to be provided to the Limited Purpose Trust Company, including technology and other operational and administrative services.

DO PROPOSED FIXED ASSET EXPENDITURES CONFORM TO STATUTORY LIMITATIONS? X YES NO (If no, describe the deficiency and management’s plan to correct it.)


Page 6 of 32

5


D. FULL DISCLOSURE OF INSIDER TRANSACTIONS Full disclosure will be required in writing to all directors and shareholders concerning all insider transactions including fixed asset involvements and attorney, consultant and similar fees in excess of $5,000. If such disclosure has been made, attach a copy thereof, indicate to whom the disclosure was made, and the date of such disclosure. If disclosure has not been made, indicate plans in this regard. The following disclosure will be made to each of the Board of Directors and the sole stockholder of the Limited Purpose Trust Company at their first meetings: The chairman of the meeting will disclose that the Limited Purpose Trust Company will enter into (i) the Shared Services Agreement - GTC with Glenmede, N.A. in connection with the provision of services to the Limited Purpose Trust Company, and (ii) a Shared Services Agreement with Glenmede Investment Management LP ("GIM"), a Pennsylvania limited partnership registered with the Securities and Exchange Commission as an investment advisor under the Investment Advisors Act of 1940, in connection with the provision of investment services to the Limited Purpose Trust Company (the "Shared Services Agreement - GIM", and jointly with the Shared Services Agreement – GTC, the "Shared Services Agreements"). The chairman of the meeting will provide to the Board of Directors and the sole stockholder of the Limited Purpose Trust Company, as applicable at each such meeting, copies of the Shared Services Agreements. A form of the Shared Services Agreement – GIM is attached as Exhibit 3 to the Confidential Section of this Application.


Page 7 of 32

6


E. ORGANIZATION EXPENSES INSTRUCTIONS: List all expenses related to the organization of the limited purpose trust company. Include all expenses paid, additional costs anticipated prior to the opening date, and any expenses for work performed during the organization phases for which disbursement has been deferred beyond the opening date. IMPORTANT: If legal or other fees appear to be excessive in volume or amount, supportive documentation will be required.

NAME OF RECIPIENT

ASSOCIATION WITH LIMITED PURPOSE TRUST

COMPANY Mark appropriate column

TYPE OF RELATIONSHIP (Specify Director, Officer, 5% stockholder, or their relatives. Designate any business interests of the aforementioned)

AMOUNT

Direct Indirect None Attorney Fees $ 0

1. TOTAL ATTORNEY FEES $ 0Consultant Fees: $ 0

2. TOTAL CONSULTANT FEES $ 03. TOTAL PRE-OPENING SALARIES $ 04. TOTAL PRE-OPENING TRAVEL AND ENTERTAINMENT $ 05. TOTAL APPLICATION AND INVESTIGATION FEES $ 0Other Expenses: (Describe in detail any item in excess of $1,000)

$ 0

6. TOTAL OTHER EXPENSES $ 0Total Organization Expenses (Sum of lines 1 thru 6 above) $ 0Pre-opening income $ 0

NET TOTAL

$ 0

DESCRIBE SOURCE OF PRE-OPENING INCOME None


Page 8 of 32

7

DESCRIBE HOW ORGANIZATION EXPENSES WILL BE PAID The Glenmede Corporation will pay all expenses related to the organization of the Limited Purpose Trust Company. For this reason, the amount of organizational expenses were not included in Part I.A or Part III of this Application.


Page 9 of 32

8

F. PREDECESSOR INSTITUTION INSTRUCTIONS: Set forth below a brief history of the operations of any institution the assets and liabilities of which are to be assumed in whole or part by the Proposed Limited Purpose Trust Company, such institution herein referred to as the Predecessor Institution. This history should include the date of organization and full information on any mergers, consolidations, conversions, reorganizations, recapitalization programs, guaranties or guaranty bonds executed, capital contributions, liability assumptions, subordinations of claim, and so forth, which have occurred during the past ten years. The Limited Purpose Trust Company will not assume assets or liabilities of predecessor institutions, but certain trusts administered by The Glenmede Trust Company, N.A. may be transferred to the Limited Purpose Trust Company.


Page 10 of 32

9

II. ADEQUACY OF THE CAPITAL STRUCTURE

PROPOSED PAID-IN CAPITAL STRUCTURE

IMPORTANT: Upon organization, the proposed limited purpose trust company will not refinance, directly or indirectly, any loan, advance, or credit extension originally made by an existing financial institution, or others, to any subscriber or shareholder for the purpose of obtaining funds to purchase stock in the proposed limited purpose trust company.

DESCRIPTION AMOUNT

Common capital (100,000 shares of common stock @ $5.00 par value)

$500,000

Surplus $10,500,000

Retained Earnings $0

Other capital segregations $0

TOTAL $11,000,000

SALE PRICE PER SHARE $110

LIST AMOUNTS AND RECIPIENTS OF ANY FEES OR COMMISSIONS IN CONNECTION WITH THE SALE OF STOCK None.

NOTE: Attach a copy of the stock subscription form which will be used in connection with the issuance of capital stock. A substantially complete list of stock subscribers will have to be submitted before the application can be processed. A form of the Stock Subscription Agreement is attached as Exhibit 1 to the Public Section of this Application. The Glenmede Corporation will be the sole subscriber for stock in the Limited Purpose Trust Company.


Page 11 of 32

10

III. FUTURE EARNINGS PROSPECTS

The prospective incorporators are of the opinion that within a reasonable period after commencement of business, the earnings of the proposed limited purpose trust company will be sufficient to cover all operating expenses, losses and charge-offs and to provide a reasonable return to shareholders.

ESTIMATED INCOME AND EXPENSES INSTRUCTIONS: Describe in Comments below or in the CONFIDENTIAL SECTION the assumption on which the estimated income and the expense estimates are based.

DESCRIPTION ESTIMATED AMOUNT First Year Second Year Third Year Gross Income $2,440,000 $4,750,000 $6,280,000EXPENSES 1. Salaries and benefits

2. Interest 0 0 0 4. Furniture and equipment (depreciation, rental, maintenance, etc.)

5. Provision for loan losses 6. Other operating expenses:

Advertising 150,000 71,000 94,000Telephone Legal 75,000 50,000 30,000Postage Computer services (information services) Directors’ fees 100,000 105,000 110,000Assessments by regulatory authorities 25,000 58,000 75,000Miscellaneous 2,115,000 3,844,000 5,025,000

7. Net organization expenses (1st year only. Should agree with 1E). 0 0 0TOTAL ESTIMATED EXPENSES 2,465,000 4,128,000 5,334,000

ESTIMATED NET PROFIT OR (LOSS) $(25,000) $622,000 $946,000OCCUPANCY EXPENSE: Rent Depreciation Repairs Maintenance (including building staff salaries) Insurance Taxes on real estate Utilities (heat, light, power, etc.) Other occupancy cost TOTAL OCCUPANCY EXPENSES Less: Rental Income 0 0 0Net occupancy cost (should agree with line 3 above)

NOTE: The above schedule should be completed on the basis of utilization of an accrual accounting system of bookkeeping which the applicant agrees to adopt. COMMENTS “Assessments by regulatory authorities” includes anticipated bank franchise taxes and examination


Page 12 of 32

11

fees. “Miscellaneous” expenses include the aggregate cost of services and shared office space that will be provided by affiliates of the Limited Purpose Trust Company through the Shared Services Agreements, including salaries and benefits, incentive compensation charges, investment services, furniture and equipment, telephone, computer (information) services and net occupancy expense. For a more detailed explanation of "Miscellaneous" expenses, please see Exhibit 4 attached to the Confidential Section of this Application. For an example of how "Miscellaneous" expenses are calculated, please see Exhibit 5 attached to the Confidential Section of this Application.


Page 13 of 32

12

IV. GENERAL CHARACTER OF THE MANAGEMENT

A. DIRECTORS, OFFICERS, AND SHAREHOLDERS

INSTRUCTIONS: List alphabetically, by group, all Directors, Non-Director Officers, and any others owning or subscribing to 5% or more of the proposed capital. Indicate the status of each individual listed by checking the appropriate box at left. D--Director, O--Officer and S--Shareholder. If disclosure of any of the proposed officers of the proposed limited purpose trust company would jeopardize current employment, include the information in the Confidential Section.

STATUS (Check)

NAME AND ADDRESS (Including ZIP Code)

OCCUPATION

TITLE

D The Glenmede Corporation 1650 Market Street, Suite 1200 Philadelphia, PA 19103

N/A

Stockholder O S X D X Denise Murray Hayden

1650 Market Street, Suite 1200 Philadelphia, PA 19103

Managing Director, The Glenmede Trust Company, N.A.

Director; Managing Director & Director of Fiduciary Practices

O X S

D X Neal J. Howard, Esq. 20 Montchanin Road, Suite 2000 Wilmington, DE 19807

Former Chief Fiduciary Counsel, The Glenmede Trust Company, N.A.

Director

O S

D X John F. McCabe, IV 1650 Market Street, Suite 1200 Philadelphia, PA 19103

Managing Director & Chief Fiduciary Counsel, The Glenmede Trust Company, N.A.

Director; Secretary, Managing Director & Chief Fiduciary Counsel

O X S

D X John F. Porter, III 20 Montchanin Road, Suite 2000 Wilmington, DE 19807

Director, The Glenmede Corp.; former Chief Executive Officer of Delaware Trust Company

Director; Chairman of the Board

O S D X

Geoffrey M. Rogers 20 Montchanin Road, Suite 2000 Wilmington, DE 19807

Delaware Regional Director and Managing Director, The Glenmede Trust Company, N.A.

Director; President and CEO

O X S

D Raj Tewari 1650 Market Street, Suite 1200 Philadelphia, PA 19103

Managing Director & Treasurer, The Glenmede Trust Company, N.A.

Managing Director & Treasurer

O X S

D David Zakielarz 20 Montchanin Road, Suite 2000 Wilmington, DE 19807


Managing Director O X

S NOTE: The applicant should be aware of prohibited management interlocks under Title II of the Financial Institutions Regulatory and Interest Rate Control Act of 1978.


Page 14 of 32

13

IV. GENERAL CHARACTER OF THE MANAGEMENT (Continued)

DISCUSS CHANGES CONTEMPLATED IN THE PROPOSED DIRECTORATE OR ACTIVE MANAGEMENT DURING THE FIRST YEAR (If none, so state) NONE

IMPORTANT: Prompt written notification must be given to the State Bank Commissioner if changes in the directorate, active management, or in the ownership of 5% or more of the common stock are made or planned prior to opening or within the first three years of the limited purpose trust company’s operation.

B. COMMITTEES

ADMINISTRATIVE REVIEW COMMITTEE

NAMES OF MEMBERS

Jason Susini, Chair Nikki Durand Denise Murray Hayden Marla Leazier, Secretary John McCabe Geoffrey Rogers

DUTIES

The proposed Administrative Review Committee will ensure the proper investment and administration of all client accounts and will fulfill the functions of the "trust committee" enumerated under the FDIC Statement of Principles of Trust Department Management. For an overview of the Limited Purpose Trust Company board governance and committee structure, please see the proposed structure chart attached as Exhibit 6 to the Confidential Section of this Application. The proposed Charter for the Administrative Review Committee is attached as Exhibit 7 to the Confidential Section of this Application.

FIDUCIARY PRACTICES COMMITTEE NAMES OF MEMBERS

Jason Susini, Chair Nikki Durand Denise Murray Hayden Marla Leazier, Secretary John McCabe Geoffrey Rogers

DUTIES

The proposed Fiduciary Practices Committee will oversee the practices for proper administration of all requests that require the Limited Purpose Trust Company, as fiduciary, to exercise discretion under the terms of a governing instrument or applicable law. The proposed Charter for the Fiduciary Practices Committee is attached as Exhibit 8 to the Confidential Section of this Application.


Page 15 of 32

14

AUDIT COMMITTEE NAMES OF MEMBERS

John (Jack) Porter Neal Howard

DUTIES

The proposed Charter for the Audit Committee is attached as Exhibit 9 to the Confidential Section of this Application.

C. FIDELITY COVERAGE The applicant limited purpose trust company will at all times maintain sufficient surety bond coverage on its active officers and employees to conform with generally accepted administrative practices and will at all times maintain an excess employee dishonesty bond in the amount of $1,000,000 or more.

D. REPRESENTATIONS

1. Are the prospective incorporators acting as representative of or on behalf of any other person, partnership, association or corporation? X Yes No (If Yes, explain in Comments below.)

2. Are the prospective incorporators, directly or indirectly, party to any written or oral agreement or understanding providing for sale of the assets of the proposed limited purpose trust company to, or merging or consolidating the proposed limited purpose trust company with, any other financial institution? Yes X No (If Yes, explain in Comments below.)COMMENTS The incorporators are representing The Glenmede Corporation, which will be the sole stockholder of the Limited Purpose Trust Company. The incorporators are employees of Richards, Layton & Finger, P.A., the law firm representing the sole stockholder and its affiliates in the preparation and filing of this Application.


Page 16 of 32

15

V. PUBLIC CONVENIENCE AND ADVANTAGE

INSTRUCTIONS: The proponents are responsible for developing the Legal factor Public Convenience and Advantage in a way which clearly shows the economic support and justification for the Proposed Limited Purpose Trust Company. Submit such data that you feel is relevant to the proposal. Such information submitted in support of your application will be included in the public file. The proponents are of the opinion that the interest of the public and the State of Delaware would be served by the establishment of the proposed Limited Purpose Trust Company. The Limited Purpose Trust Company will comply with all applicable provisions of Delaware law and will be operated in a manner so as not to attract customers from the general public in Delaware to the substantial detriment of existing banks or trust companies located in Delaware other than other limited purpose trust companies formed under Delaware law (although it may operate as provided in 5 Del. C. § 777(b) in a manner likely to attract and retain customers with whom it or any of its affiliates have or have had business relations). The services offered by the Limited Purpose Trust Company initially will be limited to personal trust administration and related services, as detailed in the Business Plan attached as Exhibit 10 to the Confidential Section of this Application. The Limited Purpose Trust Company will offer its services to its customers and the customers of its affiliates. In the event that the Limited Purpose Trust Company expands its services, additional capital will be contributed to the Limited Purpose Trust Company as appropriate. The Limited Purpose Trust Company will not adversely affect, but rather will serve, the convenience and needs of the public and the State of Delaware. While the Limited Purpose Trust Company will be unable to compete generally in the Delaware market, it will serve the community in other ways. The establishment of the Limited Purpose Trust Company by The Glenmede Corporation in the State of Delaware will contribute to the recognition of Delaware’s reputation as an attractive jurisdiction in which to form a state-chartered trust company and to create and administer trusts. The Glenmede Trust Company, N.A. currently employs in Delaware on a full-time basis fifteen (15) employees, of which approximately six (6) initially will be shared employees with the Limited Purpose Trust Company (initially three (3) full-time equivalent employees). The Limited Purpose Trust Company plans to grow over time. There will also be a benefit to Delaware through revenues from personal income tax and income to the Limited Purpose Trust Company taxed under the bank franchise tax. For additional information on The Glenmede Corporation and its affiliates, and their business and financial condition, please see its most recent audited financial statements that are attached as Exhibit 11 to the Confidential Section of this Application.


Page 17 of 32

EXHIBIT 1


Page 18 of 32

STOCK SUBSCRIPTION AGREEMENT

The undersigned hereby agrees to subscribe for the common stock of a limited

purpose trust company being formed under Chapter 7 of Title 5 of the Delaware Code under the

name of The Glenmede Trust Company of Delaware (the "Trust Company") for the purposes of

conducting a limited purpose trust company business. The undersigned agrees to purchase the

number of shares of common stock of the Trust Company set forth below and to pay One Hundred

and Ten Dollars ($110) in cash for each share, which shall have a par value of Five Dollars ($5.00)

per share, upon the issuance of such shares of common stock by the Trust Company. The shares

of common stock of the Trust Company to be purchased pursuant to this Agreement will constitute

fully paid and nonassessable shares of common stock in the Trust Company.

This Agreement shall be governed by and construed under the laws of the State of

Delaware (without regard to conflict of laws principles), all rights and remedies being governed

by said laws.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,

has duly executed this Agreement as of the date set forth below.

Witness: THE GLENMEDE CORPORATION _______________________ By: ______________________________(SEAL) Name: Title: No. of Shares: 100,000 Dated: ________ ___, 2020


Page 19 of 32

EXHIBIT B


Page 20 of 32

ARTICLES OF ASSOCIATION OF


The subscribers hereto, having associated themselves with the intention of

forming a limited purpose trust company under the provisions of Chapter 7 of Title 5 of the

Delaware Code, do hereby adopt these Articles of Association:

FIRST. The limited purpose trust company shall be known as The Glenmede Trust Company of Delaware (hereinafter, the "Trust Company").

SECOND. The purpose for which the Trust Company is formed is to carry on a limited purpose trust company business, and in connection therewith the Trust Company shall have and possess all powers, rights, privileges and franchises incident to a limited purpose trust company and, in general, shall have the right, privilege and power to engage in any lawful act or activity, within or without the State of Delaware, for which limited purpose trust companies may be organized under the provisions of Chapter 7 of Title 5 of the Delaware Code, as the same may be amended from time to time, and, in addition, may avail itself of any additional privileges or powers permitted to it by law.

THIRD. The Trust Company's place of business shall be located in Greenville, New Castle County, Delaware.

FOURTH. The amount of the capital stock of the Trust Company shall be Five Hundred Thousand Dollars ($500,000.00) divided into 100,000 shares of common stock with a par value of Five Dollars ($5.00) per share, and the amount of initial capital surplus shall be Ten Million Five Hundred Thousand Dollars ($10,500,000.00).

FIFTH. The number of directors of the Trust Company that shall constitute the Board of Directors of the Trust Company shall be five (5).

SIXTH. The Trust Company shall have a perpetual existence.

SEVENTH. The private property of the stockholders of the Trust Company shall not be subject to the payment of the debts of the Trust Company.

EIGHTH. The first set of Bylaws shall be adopted at the organization meeting of incorporators, but the Board of Directors shall have the power to make, alter or repeal the Bylaws of the Trust Company thereafter, except to the extent that the Bylaws adopted by the stockholders may otherwise provide.

NINTH. The business and affairs of the Trust Company shall be managed by the Board of Directors, and elections of directors need not be by written ballot unless the Bylaws of the Trust Company so provide.

TENTH. A director of the Trust Company shall not be liable to the Trust Company or its stockholders for monetary damages for breach of fiduciary duty as a director,


Page 21 of 32

-2-

except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Trust Company hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ELEVENTH. The first meeting of the incorporators shall be called by a notice signed by Mark V. Purpura, an incorporator, or by a majority of the incorporators, if such notice is not waived by the incorporators.

TWELFTH. The Trust Company shall have the right to amend, alter, change or repeal any provision contained in the Articles of Association or its Certificate of Incorporation to the extent and in the manner now or hereafter permitted or prescribed by law.

[SIGNATURE PAGES FOLLOW]


Page 22 of 32

-3-

IN WITNESS WHEREOF, the undersigned, constituting all of the

incorporators of the Trust Company, do hereby associate themselves with the intention of


Delaware Code and, accordingly, have hereunto set their hands under legal seal this __ day

of _________, 2020.

Incorporator Residence and Post

Office Address Number of

Shares Subscribed to

________________________[L.S.] Mark V. Purpura

5 3rd Street Rehoboth Beach, Delaware 19971

0

________________________[L.S.] Jeanette Jennings

15 Shellbark Drive Bear, Delaware 19701

0

________________________[L.S.] Shannon McBride

309 Wheatsheaf Drive New Castle, Delaware 19720

0


Page 23 of 32

-4-

STATE OF DELAWARE )

) SS. NEW CASTLE COUNTY )

ON THIS _____ day of _________, 2020, personally appeared before me, the

Subscriber, a Notary Public for the State and County aforesaid, Mark V. Purpura, Jeanette

Jennings and Shannon McBride, the individuals signing the annexed Articles of Association,

known to me to be the persons whose names are subscribed to the foregoing instrument, and

acknowledged the same to be their act and deed, and that they executed the same for the

purposes therein contained.

_______________________________ Notary Public


Page 24 of 32

EXHIBIT C


Page 25 of 32

PROPOSED FORM OF PUBLIC NOTICE

NOTICE OF INTENTION TO FORM A LIMITED PURPOSE TRUST COMPANY TO BE KNOWN AS THE GLENMEDE TRUST COMPANY OF DELAWARE

The State Bank Commissioner hereby gives notice of a public hearing to consider the application of Mark V. Purpura, Jeanette Jennings and Shannon McBride to be filed for a Certificate of Public Convenience and Advantage with respect to the formation of The Glenmede Trust Company of Delaware. A Notice of Intention to form The Glenmede Trust Company of Delaware was filed in the Office of the State Bank Commissioner on ________ __, 2020. The Glenmede Trust Company of Delaware will have capital stock in the amount of $500,000 and will be located in Wilmington, New Castle County, Delaware.

The public hearing will commence at _____ a.m., on ________ __, 2020, in [____________________________________________________________________________]. The hearing is to be conducted pursuant to the provisions of 5 Del. C. § 777 and Regulations 701 and 702 of the State Bank Commissioner.

A copy of the proposed form of application for a Certificate of Public Convenience and Advantage is on file in the Office of the State Bank Commissioner at 1110 Forrest Avenue, Dover, Delaware 19904, and the non-confidential portions thereof are available for inspection during regular office hours.

Interested parties have the right to present evidence, to be represented by counsel and to appear personally or by other representatives at the hearing. Any person wishing to present testimony at the hearing is requested to register with the State Bank Commissioner in advance of the hearing. The State Bank Commissioner's decision will be based upon evidence received.

* To be published once a week for two successive weeks in at least two Delaware newspapers of general circulation designated by the State Bank Commissioner.


Page 26 of 32

EXHIBIT D


Page 27 of 32

CERTIFICATION OF PRESIDENT AND SECRETARY OF

THE GLENMEDE CORPORATION

The undersigned, Gordon B. Fowler, Jr., the President of The Glenmede Corporation (the

"Corporation"), and Mary V. Burke, the Secretary of the Corporation, being duly sworn, hereby

certify to the State Bank Commissioner of the State of Delaware that attached hereto as Exhibit

"1" is a copy of resolutions of the Board of Directors of the Corporation that were duly adopted by

the Board of Directors by written consent in lieu of a meeting dated June 17, 2020.

IN WITNESS WHEREOF, the undersigned have executed this certification as of June

17, 2020.

______________________________

President

This instrument was acknowledged before me on June 17, 2020

by _________________________.

______________________________

Notary

______________________________

Secretary

This instrument was acknowledged before me on June 17, 2020

by _________________________.

______________________________

Notary

DocuSign Envelope ID: F19FDB3F-B7A1-44B9-AADE-22F631DA7EE0

June 17, 2020 | 3:04 PM EDT

June 17, 2020 | 3:08 PM EDT


Page 28 of 32

EXHIBIT "1" WRITTEN CONSENT OF THE

BOARD OF DIRECTORS OF THE GLENMEDE CORPORATION

[See attached]


Page 29 of 32

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

THE GLENMEDE CORPORATION

The undersigned, being all of the directors of The Glenmede Corporation, a Pennsylvania

corporation (the "Company"), hereby adopt the following action by written consent in lieu of a

meeting:

WHEREAS, the Company desires to establish a Delaware limited purpose trust company to be named The Glenmede Trust Company of Delaware ("GTCD") in connection with its personal trust administration business;

WHEREAS, for purposes of establishing GTCD, three incorporators are required to execute and file with the Office of the State Bank Commissioner of the State of Delaware (the "Commissioner"): (i) a Notice of Intention to Form a Limited Purpose Trust Company (a "Notice"), and (ii) an Application for Certificate of Public Convenience and Advantage with Respect to A Limited Purpose Trust Company Pursuant to Subchapter V of Chapter 7 of the Delaware Code (an "Application"); and

WHEREAS, the undersigned are satisfied that the establishment of GTCD is in the Company's best interests, and, accordingly, believes that the Notice and Application, in the forms approved by the Authorized Officers (as defined herein), should be approved and their filing with the Commissioner authorized.

NOW, THEREFORE, BE IT HEREBY RESOLVED, that the incorporators named in the Application, or such other incorporators that are employees of Richards, Layton & Finger, P.A., be, and each of them hereby is, authorized, empowered and directed, on behalf of the Company, to file the Notice and Application with the Commissioner in the forms approved by the Authorized Officers;

FURTHER RESOLVED, that any and all actions taken by the incorporators or the officers of the Company in connection with the preparation of the Notice or Application prior to the date hereof be and are hereby ratified, affirmed and approved in all respects; and

FURTHER RESOLVED, that in addition to and without limiting the foregoing, the incorporators and the officers of the Company be, and each of them hereby is, authorized to take, or cause to be taken, such further action and to execute and deliver, or cause to be


Page 30 of 32

2

executed and delivered, for and in the name and on behalf of the Company, such further instruments and documents as any such officer may deem advisable to effect the purpose and intent of the foregoing resolutions; and

FURTHER RESOLVED, that the officers of the Company (each, an "Authorized Officer") be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to (i) prepare or cause to be prepared, and to approve, the forms of the Notice and Application, and (ii) take any action (including, without limitation, the payment of fees and expenses) and to execute (by manual or facsimile signature) and deliver all such further documents, contracts, letters, agreements, instruments, drafts, receipts or other writings that such Authorized Officer or Authorized Officers may in their sole discretion deem necessary, appropriate or desirable to carry out, comply with and effectuate the purposes of the foregoing resolutions and the transactions contemplated thereby and that the authority of such officers to execute and deliver any of such documents and instruments, including without limitation any modification, extension or expansion, and to take any such other action, shall be conclusively evidenced by their execution and delivery thereof or their taking thereof; and

FURTHER RESOLVED, that all actions previously taken by any officer, employee or agent of the Company in connection with or related to the matters set forth in or reasonably contemplated or implied by the foregoing resolutions be, and each of them hereby is, adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company.

This Written Consent may be executed in one or more counterparts. Any director

may give such director's consent in writing or by any means of electronic transmission permitted

by law. This Written Consent shall be filed with the minutes of the proceedings of the Board of

Directors of the Company.

[Signature page follows]


Page 31 of 32

[Signature page to Written Consent Approving Filing of GTCD Notice of Intent & Application]

IN WITNESS WHEREOF, the undersigned have executed this Written Consent on

the date set forth below his name.

Signature: ___________________________ Signature: ___________________________

Norman T. Callaway James S. Pew


Susan W. Catherwood J. Howard Pew, II


Rhonda R. Cohen R. Anderson Pew


Aristides W. Georgantas Sandy F. Pew


Ronald J. Naples John F. Porter, III

Signature: ___________________________

G. Thompson Pew, Jr.

June 06, 2020 10:53 AM

June 11, 2020 9:24 PM

June 05, 2020 10:55 AM

June 11, 2020 7:38 PM

June 15, 2020 1:05 PM

June 04, 2020 6:00 PM

June 04, 2020 3:20 PM

June 12, 2020 6:57 PM

June 04, 2020 8:49 PM

June 06, 2020 1:37 PM

June 08, 2020 7:05 AM


Page 32 of 32

PUBLIC VOLUME


APPLICATION FOR A CERTIFICATE OF PUBLIC CONVENIENCE

AND ADVANTAGE with respect to a

Limited Purpose Trust Company pursuant to

Subchapter V of Chapter 7 of Title 5 of the Delaware Code

September 8, 2020

Table of Contents 1. Application for a Certificate of Public Convenience and Advantage for a Limited

Purpose Trust Company 1

2. Exhibit 1 - Stock Subscription Agreement 16

Glenmede Application - Public Page 1 of 17

2

I. FINANCIAL INFORMATION

A. PRO FORMA STATEMENT OF CONDITION - BEGINNING OF BUSINESS

ASSETS LIABILITIES AND CAPITAL Description AMOUNT Description AMOUNT

Cash $11,000,000 LIABILITIES

Securities 0

Loans 0

Premises 0 TOTAL LIABILITIES

Furniture, fixtures and equipment

0 CAPITAL AND SURPLUS

$11,000,000

Net organization expense (Same as 1E)

0 Total Capital Accounts (Same as II)

$11,000,000

TOTAL ASSETS $11,000,000 TOTAL LIABILITIES AND CAPITAL

$11,000,000

B. PREMISES TO BE OCCUPIED BY THE LIMITED PURPOSE TRUST COMPANY DESCRIPTION OF PREMISES The Glenmede Trust Company of Delaware (the "Limited Purpose Trust Company" or "Trust Company") will be located at 20 Montchanin Road, Suite 2000, Wilmington, Delaware 19807. The Limited Purpose Trust Company will share office space with its affiliate, The Glenmede Trust Company, N.A. ("Glenmede, N.A."). The premises consist of approximately 12,685 square feet of office space, which includes (i) suitable desk space for employees, including individual offices for the officers located there, (ii) an appropriately sized conference room, (iii) a reception area, and (iv) common space for business equipment. The Limited Purpose Trust Company will enter into a shared services agreement (the “Shared Services Agreement - GTC”) with Glenmede, N.A. which will, among other things, provide that a portion of its office space and facilities will be available for use by the Limited Purpose Trust Company for the operation of the Limited Purpose Trust Company's business. A form of the Shared Services Agreement – GTC is attached as Exhibit 1 to the Confidential Section of this Application. A copy of the lease for the premises is attached at Exhibit 2 to the Confidential Section of this Application.

Copies of any lease should be submitted for the confidential use of the State Bank Commissioner. Except where State law obviates the need, a clause similar to the following should be incorporated in all leases drawn for a term exceeding one year in connection with this application:

“Notwithstanding any other provisions contained in this lease, in the event the Lessee is closed or taken over by the banking authority of the State of Delaware, or other bank supervisory authority, the Lessor may terminate the lease only with the concurrence of such banking authority or other bank supervisory authority, and any such authority shall in any event have the election either to continue or to terminate the lease. Provided, that in the event this lease is terminated, the maximum claim of Lessor for damages or indemnity for injury resulting from the rejection or abandonment of the unexpired term of the lease shall in no event be in an amount exceeding the rent reserved by the lease, without acceleration, for the year next succeeding the date of the surrender of the premises to the


3

Lessor, or the date of re-entry of the Lessor, whichever first occurs, whether before or after the closing of the bank, plus an amount equal to the unpaid rent accrued, without acceleration up to such date.”


4


C. PROPOSED INVESTMENT IN AND RENTAL OF FURNITURE, FIXTURES AND EQUIPMENT DESCRIPTION:

ITEM TOTAL COST (If Owned) ANNUAL RENTAL (If Leased) [N/A]

TOTALS

TOTAL INSURANCE TO BE CARRIED

TOTAL ANNUAL DEPRECIATION

DEPRECIATION METHOD

DO PROPONENTS PLAN TO CONTRACT FOR OFF-PREMISE ELECTRONIC DATA PROCESSING SERVICE? X YES NO (If yes, list servicer(s) if known and the applications that would be processed off-premise. Attach copies of any electronic data processing agreements that have been executed.)

The Shared Services Agreement - GTC, attached as Exhibit 1 to the Confidential Section of this Application, provides for electronic data processing and additional services to be provided to the Limited Purpose Trust Company, including technology and other operational and administrative services.

DO PROPOSED FIXED ASSET EXPENDITURES CONFORM TO STATUTORY LIMITATIONS? X YES NO (If no, describe the deficiency and management’s plan to correct it.)


5


D. FULL DISCLOSURE OF INSIDER TRANSACTIONS Full disclosure will be required in writing to all directors and shareholders concerning all insider transactions including fixed asset involvements and attorney, consultant and similar fees in excess of $5,000. If such disclosure has been made, attach a copy thereof, indicate to whom the disclosure was made, and the date of such disclosure. If disclosure has not been made, indicate plans in this regard. The following disclosure will be made to each of the Board of Directors and the sole stockholder of the Limited Purpose Trust Company at their first meetings: The chairman of the meeting will disclose that the Limited Purpose Trust Company will enter into (i) the Shared Services Agreement - GTC with Glenmede, N.A. in connection with the provision of services to the Limited Purpose Trust Company, and (ii) a Shared Services Agreement with Glenmede Investment Management LP ("GIM"), a Pennsylvania limited partnership registered with the Securities and Exchange Commission as an investment advisor under the Investment Advisors Act of 1940, in connection with the provision of investment services to the Limited Purpose Trust Company (the "Shared Services Agreement - GIM", and jointly with the Shared Services Agreement – GTC, the "Shared Services Agreements"). The chairman of the meeting will provide to the Board of Directors and the sole stockholder of the Limited Purpose Trust Company, as applicable at each such meeting, copies of the Shared Services Agreements. A form of the Shared Services Agreement – GIM is attached as Exhibit 3 to the Confidential Section of this Application.


6


E. ORGANIZATION EXPENSES INSTRUCTIONS: List all expenses related to the organization of the limited purpose trust company. Include all expenses paid, additional costs anticipated prior to the opening date, and any expenses for work performed during the organization phases for which disbursement has been deferred beyond the opening date. IMPORTANT: If legal or other fees appear to be excessive in volume or amount, supportive documentation will be required.

NAME OF RECIPIENT

ASSOCIATION WITH LIMITED PURPOSE TRUST

COMPANY Mark appropriate column

TYPE OF RELATIONSHIP (Specify Director, Officer, 5% stockholder, or their relatives. Designate any business interests of the aforementioned)

AMOUNT

Direct Indirect None Attorney Fees $ 0

1. TOTAL ATTORNEY FEES $ 0

Consultant Fees: $ 0

2. TOTAL CONSULTANT FEES $ 0

3. TOTAL PRE-OPENING SALARIES $ 0

4. TOTAL PRE-OPENING TRAVEL AND ENTERTAINMENT $ 0 5. TOTAL APPLICATION AND INVESTIGATION FEES $ 0

Other Expenses: (Describe in detail any item in excess of $1,000) $ 0

6. TOTAL OTHER EXPENSES $ 0 Total Organization Expenses (Sum of lines 1 thru 6 above) $ 0 Pre-opening income $ 0

NET TOTAL

$ 0

DESCRIBE SOURCE OF PRE-OPENING INCOME None


7

DESCRIBE HOW ORGANIZATION EXPENSES WILL BE PAID The Glenmede Corporation will pay all expenses related to the organization of the Limited Purpose Trust Company. For this reason, the amount of organizational expenses were not included in Part I.A or Part III of this Application.


8

F. PREDECESSOR INSTITUTION

INSTRUCTIONS: Set forth below a brief history of the operations of any institution the assets and liabilities of which are to be assumed in whole or part by the Proposed Limited Purpose Trust Company, such institution herein referred to as the Predecessor Institution. This history should include the date of organization and full information on any mergers, consolidations, conversions, reorganizations, recapitalization programs, guaranties or guaranty bonds executed, capital contributions, liability assumptions, subordinations of claim, and so forth, which have occurred during the past ten years. The Limited Purpose Trust Company will not assume assets or liabilities of predecessor institutions, but certain trusts administered by The Glenmede Trust Company, N.A. may be transferred to the Limited Purpose Trust Company.


9

II. ADEQUACY OF THE CAPITAL STRUCTURE

PROPOSED PAID-IN CAPITAL STRUCTURE

IMPORTANT: Upon organization, the proposed limited purpose trust company will not refinance, directly or indirectly, any loan, advance, or credit extension originally made by an existing financial institution, or others, to any subscriber or shareholder for the purpose of obtaining funds to purchase stock in the proposed limited purpose trust company.

DESCRIPTION AMOUNT

Common capital (100,000 shares of common stock @ $5.00 par value)

$500,000

Surplus $10,500,000

Retained Earnings $0

Other capital segregations $0

TOTAL $11,000,000

SALE PRICE PER SHARE $110

LIST AMOUNTS AND RECIPIENTS OF ANY FEES OR COMMISSIONS IN CONNECTION WITH THE SALE OF STOCK None.

NOTE: Attach a copy of the stock subscription form which will be used in connection with the issuance of capital stock. A substantially complete list of stock subscribers will have to be submitted before the application can be processed.

A form of the Stock Subscription Agreement is attached as Exhibit 1 to the Public Section of this Application. The Glenmede Corporation will be the sole subscriber for stock in the Limited Purpose Trust Company.


10

III. FUTURE EARNINGS PROSPECTS

The prospective incorporators are of the opinion that within a reasonable period after commencement of business, the earnings of the proposed limited purpose trust company will be sufficient to cover all operating expenses, losses and charge-offs and to provide a reasonable return to shareholders.

ESTIMATED INCOME AND EXPENSES INSTRUCTIONS: Describe in Comments below or in the CONFIDENTIAL SECTION the assumption on which the estimated income and the expense estimates are based.

DESCRIPTION ESTIMATED AMOUNT First Year Second Year Third Year

Gross Income $2,440,000 $4,750,000 $6,280,000

EXPENSES 1. Salaries and benefits

2. Interest 0 0 0 4. Furniture and equipment (depreciation, rental, maintenance, etc.)

5. Provision for loan losses 6. Other operating expenses:

Advertising 150,000 71,000 94,000 Telephone Legal 75,000 50,000 30,000 Postage Computer services (information services) Directors’ fees 100,000 105,000 110,000 Assessments by regulatory authorities 25,000 58,000 75,000 Miscellaneous 2,115,000 3,844,000 5,025,000

7. Net organization expenses (1st year only. Should agree with 1E). 0 0 0 TOTAL ESTIMATED EXPENSES 2,465,000 4,128,000 5,334,000

ESTIMATED NET PROFIT OR (LOSS) $(25,000) $622,000 $946,000 OCCUPANCY EXPENSE: Rent Depreciation Repairs Maintenance (including building staff salaries) Insurance Taxes on real estate Utilities (heat, light, power, etc.) Other occupancy cost TOTAL OCCUPANCY EXPENSES Less: Rental Income 0 0 0 Net occupancy cost (should agree with line 3 above)

NOTE: The above schedule should be completed on the basis of utilization of an accrual accounting system of bookkeeping which the applicant agrees to adopt. COMMENTS “Assessments by regulatory authorities” includes anticipated bank franchise taxes and examination


11

fees. “Miscellaneous” expenses include the aggregate cost of services and shared office space that will be provided by affiliates of the Limited Purpose Trust Company through the Shared Services Agreements, including salaries and benefits, incentive compensation charges, investment services, furniture and equipment, telephone, computer (information) services and net occupancy expense. For a more detailed explanation of "Miscellaneous" expenses, please see Exhibit 4 attached to the Confidential Section of this Application. For an example of how "Miscellaneous" expenses are calculated, please see Exhibit 5 attached to the Confidential Section of this Application.


12

IV. GENERAL CHARACTER OF THE MANAGEMENT

A. DIRECTORS, OFFICERS, AND SHAREHOLDERS

INSTRUCTIONS: List alphabetically, by group, all Directors, Non-Director Officers, and any others owning or subscribing to 5% or more of the proposed capital. Indicate the status of each individual listed by checking the appropriate box at left. D--Director, O--Officer and S--Shareholder. If disclosure of any of the proposed officers of the proposed limited purpose trust company would jeopardize current employment, include the information in the Confidential Section.

STATUS (Check)

NAME AND ADDRESS (Including ZIP Code)

OCCUPATION

TITLE

D The Glenmede Corporation 1650 Market Street, Suite 1200 Philadelphia, PA 19103

N/A

Stockholder O S X D X

Denise Murray Hayden 1650 Market Street, Suite 1200 Philadelphia, PA 19103


Director; Managing Director & Director of Fiduciary Practices

O X S

D X Neal J. Howard, Esq. 20 Montchanin Road, Suite 2000 Wilmington, DE 19807

Former Chief Fiduciary Counsel, The Glenmede Trust Company, N.A.

Director

O S

D X John F. McCabe, IV 1650 Market Street, Suite 1200 Philadelphia, PA 19103

Managing Director & Chief Fiduciary Counsel, The Glenmede Trust Company, N.A.

Director; Secretary, Managing Director & Chief Fiduciary Counsel

O X S

D X John F. Porter, III 20 Montchanin Road, Suite 2000 Wilmington, DE 19807

Director, The Glenmede Corp.; former Chief Executive Officer of Delaware Trust Company

Director; Chairman of the Board

O S D X

Geoffrey M. Rogers 20 Montchanin Road, Suite 2000 Wilmington, DE 19807

Delaware Regional Director and Managing Director, The Glenmede Trust Company, N.A.

Director; President and CEO

O X S

D Raj Tewari 1650 Market Street, Suite 1200 Philadelphia, PA 19103

Managing Director & Treasurer, The Glenmede Trust Company, N.A.

Managing Director & Treasurer

O X S

D David Zakielarz 20 Montchanin Road, Suite 2000 Wilmington, DE 19807


Managing Director

O X S NOTE: The applicant should be aware of prohibited management interlocks under Title II of the Financial Institutions Regulatory and Interest Rate Control Act of 1978.


13

IV. GENERAL CHARACTER OF THE MANAGEMENT (Continued)

DISCUSS CHANGES CONTEMPLATED IN THE PROPOSED DIRECTORATE OR ACTIVE MANAGEMENT DURING THE FIRST YEAR (If none, so state)

Please see Exhibit 13 to the Confidential Section of this Application.

IMPORTANT: Prompt written notification must be given to the State Bank Commissioner if changes in the directorate, active management, or in the ownership of 5% or more of the common stock are made or planned prior to opening or within the first three years of the limited purpose trust company’s operation. The notification should include the original cost and subsequent sales price of any such stock which B. COMMITTEES

ADMINISTRATIVE REVIEW COMMITTEE

NAMES OF MEMBERS

Jason Susini, Chair Nikki Dorrell Denise Murray Hayden Marla Leazier, Secretary John McCabe Geoffrey Rogers

DUTIES

The proposed Administrative Review Committee will ensure the proper investment and administration of all client accounts and will fulfill the functions of the "trust committee" enumerated under the FDIC Statement of Principles of Trust Department Management. For an overview of the Limited Purpose Trust Company board governance and committee structure, please see the proposed structure chart attached as Exhibit 6 to the Confidential Section of this Application. The proposed Charter for the Administrative Review Committee is attached as Exhibit 7 to the Confidential Section of this Application.

FIDUCIARY PRACTICES COMMITTEE

NAMES OF MEMBERS

Jason Susini, Chair Nikki Dorrell Denise Murray Hayden Marla Leazier, Secretary John McCabe Geoffrey Rogers

DUTIES

The proposed Fiduciary Practices Committee will oversee the practices for proper administration of all requests that require the Limited Purpose Trust Company, as fiduciary, to exercise discretion under the terms of a governing instrument or applicable law. The proposed Charter for the Fiduciary Practices Committee is attached as Exhibit 8 to the Confidential Section of this Application.


14

AUDIT COMMITTEE

NAMES OF MEMBERS

John (Jack) Porter Neal Howard

DUTIES

The proposed Charter for the Audit Committee is attached as Exhibit 9 to the Confidential Section of this Application.

C. FIDELITY COVERAGE

The applicant limited purpose trust company will at all times maintain sufficient surety bond coverage on its active officers and employees to conform with generally accepted administrative practices and will at all times maintain an excess employee dishonesty bond in the amount of $1,000,000 or more.

D. REPRESENTATIONS

1. Are the prospective incorporators acting as representative of or on behalf of any other person, partnership, association or corporation?

X Yes No (If Yes, explain in Comments below.)

2. Are the prospective incorporators, directly or indirectly, party to any written or oral agreement or understanding providing for sale of the assets of the proposed limited purpose trust company to, or merging or consolidating the proposed limited purpose trust company with, any other financial institution?

Yes X No (If Yes, explain in Comments below.) COMMENTS

The incorporators are representing The Glenmede Corporation, which will be the sole stockholder of the Limited Purpose Trust Company. The incorporators are employees of Richards, Layton & Finger, P.A., the law firm representing the sole stockholder and its affiliates in the preparation and filing of this Application.


15

V. PUBLIC CONVENIENCE AND ADVANTAGE

INSTRUCTIONS: The proponents are responsible for developing the Legal factor Public Convenience and Advantage in a way which clearly shows the economic support and justification for the Proposed Limited Purpose Trust Company. Submit such data that you feel is relevant to the proposal. Such information submitted in support of your application will be included in the public file. The proponents are of the opinion that the interest of the public and the State of Delaware would be served by the establishment of the proposed Limited Purpose Trust Company. The Limited Purpose Trust Company will comply with all applicable provisions of Delaware law and will be operated in a manner so as not to attract customers from the general public in Delaware to the substantial detriment of existing banks or trust companies located in Delaware other than other limited purpose trust companies formed under Delaware law (although it may operate as provided in 5 Del. C. § 777(b) in a manner likely to attract and retain customers with whom it or any of its affiliates have or have had business relations). The services offered by the Limited Purpose Trust Company initially will be limited to personal trust administration and related services, as detailed in the Business Plan attached as Exhibit 10 to the Confidential Section of this Application. The Limited Purpose Trust Company will offer its services to its customers and the customers of its affiliates. In the event that the Limited Purpose Trust Company expands its services, additional capital will be contributed to the Limited Purpose Trust Company as appropriate. The Limited Purpose Trust Company will not adversely affect, but rather will serve, the convenience and needs of the public and the State of Delaware. While the Limited Purpose Trust Company will be unable to compete generally in the Delaware market, it will serve the community in other ways. The establishment of the Limited Purpose Trust Company by The Glenmede Corporation in the State of Delaware will contribute to the recognition of Delaware’s reputation as an attractive jurisdiction in which to form a state-chartered trust company and to create and administer trusts. The Glenmede Trust Company, N.A. currently employs in Delaware on a full-time basis fifteen (15) employees, of which approximately eight (8) initially will be shared employees with the Limited Purpose Trust Company (initially three (3) full-time equivalent employees). The Limited Purpose Trust Company plans to grow over time. There will also be a benefit to Delaware through revenues from personal income tax and income to the Limited Purpose Trust Company taxed under the bank franchise tax. For additional information on The Glenmede Corporation and its affiliates, and their business and financial condition, please see its most recent audited financial statements that are attached as Exhibit 11 to the Confidential Section of this Application.


EXHIBIT 1


STOCK SUBSCRIPTION AGREEMENT

The undersigned hereby agrees to subscribe for the common stock of a limited

purpose trust company being formed under Chapter 7 of Title 5 of the Delaware Code under the

name of The Glenmede Trust Company of Delaware (the "Trust Company") for the purposes of

conducting a limited purpose trust company business. The undersigned agrees to purchase the

number of shares of common stock of the Trust Company set forth below and to pay One Hundred

and Ten Dollars ($110) in cash for each share, which shall have a par value of Five Dollars ($5.00)

per share, upon the issuance of such shares of common stock by the Trust Company. The shares

of common stock of the Trust Company to be purchased pursuant to this Agreement will constitute

fully paid and nonassessable shares of common stock in the Trust Company.

This Agreement shall be governed by and construed under the laws of the State of

Delaware (without regard to conflict of laws principles), all rights and remedies being governed

by said laws.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,

has duly executed this Agreement as of the date set forth below.

Witness: THE GLENMEDE CORPORATION _______________________ By: ______________________________(SEAL) Name: Title: No. of Shares: 100,000 Dated: ________ ___, 2020


ARTICLES OF ASSOCIATION OF


The subscribers hereto, having associated themselves with the intention of


Delaware Code, do hereby adopt these Articles of Association:

FIRST. The limited purpose trust company shall be known as The Glenmede Trust Company of Delaware (hereinafter, the "Trust Company").

SECOND. The purpose for which the Trust Company is formed is to carry on a limited purpose trust company business, and in connection therewith the Trust Company shall have and possess all powers, rights, privileges and franchises incident to a limited purpose trust company and, in general, shall have the right, privilege and power to engage in any lawful act or activity, within or without the State of Delaware, for which limited purpose trust companies may be organized under the provisions of Chapter 7 of Title 5 of the Delaware Code, as the same may be amended from time to time, and, in addition, may avail itself of any additional privileges or powers permitted to it by law.

THIRD. The Trust Company's place of business shall be located in Wilmington, New Castle County, Delaware.

FOURTH. The amount of the capital stock of the Trust Company shall be Five Hundred Thousand Dollars ($500,000.00) divided into 100,000 shares of common stock with a par value of Five Dollars ($5.00) per share, and the amount of initial capital surplus shall be Ten Million Five Hundred Thousand Dollars ($10,500,000.00).

FIFTH. The number of directors of the Trust Company that shall constitute the Board of Directors of the Trust Company shall be five (5).

SIXTH. The Trust Company shall have a perpetual existence.

SEVENTH. The private property of the stockholders of the Trust Company shall not be subject to the payment of the debts of the Trust Company.

EIGHTH. The first set of Bylaws shall be adopted at the organization meeting of incorporators, but the Board of Directors shall have the power to make, alter or repeal the Bylaws of the Trust Company thereafter, except to the extent that the Bylaws adopted by the stockholders may otherwise provide.

NINTH. The business and affairs of the Trust Company shall be managed by the Board of Directors, and elections of directors need not be by written ballot unless the Bylaws of the Trust Company so provide.

TENTH. A director of the Trust Company shall not be liable to the Trust Company or its stockholders for monetary damages for breach of fiduciary duty as a director,

-2-

except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Trust Company hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ELEVENTH. The first meeting of the incorporators shall be called by a notice signed by Mark V. Purpura, an incorporator, or by a majority of the incorporators, if such notice is not waived by the incorporators.

TWELFTH. The Trust Company shall have the right to amend, alter, change or repeal any provision contained in the Articles of Association or its Certificate of Incorporation to the extent and in the manner now or hereafter permitted or prescribed by law.

[SIGNATURE PAGES FOLLOW]

RICHARDS LAYTON & FINGER

920 N KING ST

WILMINGTON, DE 19801 DE,

Ad Number: 0004321929

AFFIDAVIT OF PUBLICATION

State of Delaware New Castle County

Personally appeared The News Journal

Of the The News Journal Media Group, a newspaper printed, published and circulated in the State of Delaware, who

being duly sworn, deposeth and saith that the advertisement of which the annexed is a true copy, has been published in the

said newspaper 2 times, once in each issue as follows:

} SS.

08/10/20, 08/17/20 A.D 2020

______________________________________________

Sworn and subscribed before me, this 24 day of August,

2020

________________________________

Legal notification printed at larger size for affidavit .

Ad Number: 0004321929 Run Dates: 08/10/20, 08/17/20

State of Delaware:

County of Kent:

Before me, a Notary Public, for the County and State aforesaid. Darel LaPrade, known to me to be such, who being sworn according to law deposed and says that he is the Publisher of Delaware State News, a daily newspaper published at Dover, County of Kent, and State of Delaware,and that the notice, a copy of which is hereto attached, as published in the Delaware State News in its issue of 08/10/20, 08/17/20.

PublisherIndependent Newsmedia Inc. USA

Sworn to and subscribed before me this 17th Day of August, A.D., 2020

NOTICE OF INTENTION TO FORM A LIMITED PURPOSE TRUST COMPANY TO BE KNOWN AS THE GLENMEDE

TRUST COMPANY OF DELAWARE

The State Bank Commissioner hereby gives notice of a public hearing to consider the application of Mark V. Purpura, Jeanette Jennings and Shannon McBride to be filed for a Certificate of Public Convenience and Advantage with respect to the formation of The Glenmede Trust Com-pany of Delaware. A Notice of Intention to form The Glenmede Trust Company of Delaware was filed in the Office of the State Bank Commis-sioner on June 18, 2020. The Glenmede Trust Company of Delaware will have capital stock in the amount of $500,000 and will be located in Wilmington, New Castle County, Delaware.

The public hearing will commence at 2:00 p.m., on September 9, 2020, via telephone conference call, pursuant to the Declaration of a State of Emergency for the State of Delaware Due To A Public Health Threat issued by Governor John C. Carney on March 12, 2020.

This hearing will be open to the public only via telephone. There will be no physical location for the public to attend in-person. To access this public hearing, call: 1-(408)-418-9388 and, when prompted, enter teleconference Access Code: 129 314 5096.

NOTE: PLEASE PLACE YOUR PHONE ON MUTE WHEN NOT SPEAKING

The hearing is to be conducted pursuant to the provisions of 5 Del. C. § 777 and Regulations 701 and 702 of the State Bank Commissioner.

A copy of the proposed form of application for a Certificate of Public Convenience and Advantage is on file in the Office of the State Bank Commissioner at 1110 Forrest Avenue, Dover, Delaware 19904. The non-confidential portions thereof are available for inspection during regular office hours, and will be available online with the public no-tice of the hearing on the Delaware Public Meeting Calendar website, https://publicmeetings.delaware.gov/ .

Interested parties have the right to present evidence, to be represented by counsel and to attend virtually or by other representatives at the hearing. Any person wishing to present testimony at the hearing is requested to register with the State Bank Commissioner in advance of the hearing. The State Bank Commissioner’s decision will be based upon evidence received.423875 DSN 8/10,17/2020

1

STATEMENT OF GEOFFREY M. ROGERS

BEFORE ROBERT A. GLEN,

DELAWARE STATE BANK COMMISSIONER

SEPTEMBER 9, 2020

Good afternoon, Mr. Commissioner. My name is Geoffrey Rogers. I

would like to begin this afternoon by thanking you for the opportunity to speak

today in support of the Application for a Certificate of Public Convenience and

Advantage that has been submitted to you in connection with the proposed

formation of The Glenmede Trust Company of Delaware as a Delaware limited

purpose trust company.

I am a proposed Director and the proposed President and Chief

Executive Officer of The Glenmede Trust Company of Delaware. Currently, I

serve as Regional Director of the Delaware office of The Glenmede Trust

Company N.A., which I will refer to in the rest of my statement as Glenmede Trust

N.A. Glenmede Trust N.A. is a wholly-owned subsidiary of The Glenmede

Corporation. The Glenmede Corporation will be the sole stockholder of the

proposed limited purpose trust company. The Glenmede Corporation is also the

sole stockholder of Glenmede Trust N.A. I have served as Regional Director of

Glenmede Trust N.A. in its Delaware office since its opening in 1999. Prior to

joining Glenmede, I served as a Vice President of Scudder Private Investment

2

Counsel, which was formerly a unit of Deutsche Bank's Private Wealth

Management division. Before that, I served as a Vice President with Wilmington

Trust Company and Delaware Trust Company. In total, I have more than three

decades of estate planning and financial services experience.

I received my Bachelor of Arts degree from Washington College in

Maryland and I am also a graduate of the Harvard Business School Advanced

Management Program.

As a first order of business, I can confirm that the proposed limited

purpose trust company will establish and maintain its headquarters in Wilmington,

Delaware, and that it has expressly agreed in the application before you to be

bound by the conditions set out in Subchapter 5 of Chapter 7 of Title 5 of the

Delaware Code.

As I mentioned, the proposed limited purpose trust company will be a

direct subsidiary of The Glenmede Corporation, which is a privately held

company. Thus, the purpose of the remainder of my testimony today is to give you

some background information about The Glenmede Corporation and its affiliates,

which will include the financial history of affiliates of the limited purpose trust

company, as required by Section 777(a)(3) of Title 5 of the Delaware Code. My

colleague, John McCabe, will discuss how the formation of the proposed limited

3

purpose trust company will satisfy the other criteria set forth in Section 777 of

Title 5 of the Delaware Code.

The Glenmede Trust Company was founded in 1956 as a

Pennsylvania limited purpose trust company to serve as trustee and administrator

of The Pew Memorial Trust, the primary funding source for the non-profit now

known as the The Pew Charitable Trusts. Today, Glenmede Trust N.A. continues

to serve as Trustee and now provides wealth and investment management services

to nearly 2,000 families, as well as institutional and charitable organizations across

the country.

We are often asked how we evolved from a single-family trust

company into one of the most respected wealth and investment management

companies in the United States.

Throughout the 1960s and 1970s, Glenmede began serving

individuals, families and institutions, which led to an expansion of its wealth

advisory services into a comprehensive suite of services that included fiduciary,

tax and philanthropic advice and financial planning. In the 1980s, Glenmede

introduced international investment strategies.

In the 1990s, Glenmede began to supplement its suite of proprietary

investment products with external managers, thereby giving clients access to a

wider range of investment styles and expertise, while allowing internal trust

4

professionals to focus on our core investment strengths. Also during the 1990s,

Glenmede introduced private equity and hedge fund strategies, and a proprietary

venture capital fund, to provide clients with unique opportunities for non-

traditional sources of return.

In 1999, Glenmede Trust N.A. was chartered as a national non-

depository trust bank. Glenmede expanded its presence beyond Philadelphia to

include offices in Princeton and Morristown, New Jersey; Wilmington, Delaware;

and Cleveland, Ohio. Subsequently, Glenmede opened offices in New York City,

Washington, D.C. and Palm Beach, Florida to serve clients and investment partners

in these metropolitan areas.

In 2003, Glenmede’s Pennsylvania and New Jersey state chartered

trust companies were merged into Glenmede Trust N.A. Today, all trust business

of Glenmede is conducted through Glenmede Trust N.A.

The headquarters of Glenmede remains located in Philadelphia,

Pennsylvania, where Glenmede Trust N.A. employs over 350 individuals.

Glenmede Trust N.A. still maintains regional offices in New Jersey, New York,

Delaware, Ohio, the District of Columbia and Florida. Glenmede Trust N.A.'s

office in Wilmington, Delaware currently employs 15 professionals and operates as

a fully-functional trust office serving local clients and those national clients who

have chosen to establish trusts governed by Delaware law.

5

Since the establishment of Glenmede Trust N.A.'s office in

Wilmington over 20 years ago, we have demonstrated our commitment to the

Delaware community through regular and significant philanthropic support to

numerous charitable, educational, cultural and scientific organizations. We

currently support, or have in the recent past supported, over 35 organizations that

are integral to Delaware including, for example, the Christiana Care Health

System, the Brandywine River Museum and Conservancy, the Delaware Bankers

Association, the Delaware Symphony, Winterthur Museum, the University of

Delaware, the Boys and Girls Club of Delaware, and Delaware Cancer Care

Connection.

Today, Glenmede Trust N.A. continues to provide trust, investment

management, estate administration and wealth planning services to individuals,

families and institutions, including high-net-worth individuals and families,

endowments, foundations, charitable trusts and other entities, pension and profit-

sharing plans, insurance companies, corporations, individual retirement plans,

trusts, estates and other clients. As of July 31, 2020, Glenmede Trust N.A.

currently has $37.5 billion in assets under management.

Glenmede Trust N.A. also maintains a wholly-owned subsidiary,

Glenmede Investment Management LP, which is a registered investment advisor

regulated by the Securities and Exchange Commission. Glenmede Investment

6

Management LP is the advisor to a family of Glenmede-branded proprietary

mutual funds, and its research capability supports the Glenmede-wide investment

process. As detailed in the Application, the proposed limited purpose trust

company will enter into a services agreement with Glenmede Investment

Management LP for the provision of investment services.

The addition of a Delaware-chartered limited purpose trust company

with its sole office in Delaware through the establishment of The Glenmede Trust

Company of Delaware is a natural extension of Glenmede's business plan to

provide a full suite of highly tailored, sophisticated fiduciary and investment

services for affluent individuals and families, trusts and charitable entities who

have chosen to have their financial affairs administered in Delaware. Glenmede

already has a highly experienced management team with a proven track record of

delivering the highest level of client service, deep industry knowledge and prudent

oversight of the fiduciary and risk functions of a well-managed trust company.

Additionally, Glenmede has, and the proposed limited purpose trust company will

also have, a comprehensive risk management oversight program that covers all key

areas of risk including compliance, operational, reputational and strategic.

Additional oversight will be provided through governance processes of affiliates

that will be available to the proposed limited purpose trust company through

shared services agreements with its affiliates.

7

The Glenmede Trust Company of Delaware will be led by a five-

person Board of Directors, two of whom are not active officers or employees of the

proposed limited purpose trust company or its affiliates, and all of whom have

years of experience in trust administration, wealth planning, law and the prudent

operation of a regulated financial services company.

The financial statements of Glenmede are reported on a consolidated

basis. The financial history of Glenmede and its affiliates is strong. Glenmede

consistently generates positive earnings and maintains an operating margin that

allows the company to continue to generate profits during periods of market

volatility. Glenmede has also historically maintained a strong balance sheet with

significant liquid assets and very little debt, both of which are further sources of

strength in economic downturns. As of July 31, 2020, stockholders’ equity totaled

approximately $190 million.

For more comprehensive financial information on The Glenmede

Corporation and its affiliates, I refer you to the audited financial statements for the

years ended December 31, 2019 and December 31, 2018 (which also contains the

audited financial information for the 2017 fiscal year). Each of these is attached as

Exhibit 11 to the Confidential Volume of the Application. This information

demonstrates the financial strength and fiscally conservative values of The

Glenmede Corporation and its affiliates.

8

In conclusion, I believe the formation of the limited purpose trust

company will benefit the convenience and needs of the public and the State of

Delaware. I wish to thank you for the opportunity to speak today in support of the

Application for a Certificate of Public Convenience and Advantage with respect to

the proposed formation of The Glenmede Trust Company of Delaware.

1

STATEMENT OF JOHN F. MCCABE, IV

BEFORE ROBERT A. GLEN,

DELAWARE STATE BANK COMMISSIONER

SEPTEMBER 9, 2020

Good afternoon, Mr. Commissioner. My name is John McCabe. I

would first like to thank you for the opportunity to speak today in support of the

Application for a Certificate of Public Convenience and Advantage that has been

submitted to you with respect to the proposed formation of The Glenmede Trust

Company of Delaware as a Delaware limited purpose trust company.

I currently serve as Chief Fiduciary Counsel for The Glenmede Trust

Company N.A., which I will refer to as Glenmede Trust N.A. throughout my

statement. As Mr. Rogers explained, Glenmede Trust N.A. is a nationally

chartered non-depository trust bank through which Glenmede conducts trust

operations and which is a wholly-owned subsidiary of The Glenmede Corporation.

As Chief Fiduciary Counsel, I act as Glenmede Trust N.A.'s senior internal legal

advisor on all trust, estate and fiduciary matters. I am also a proposed Director and

the proposed Chief Fiduciary Counsel of the proposed limited purpose trust

2

company.

Before joining Glenmede Trust N.A. in 2014, I served as managing

director and senior trust officer of First Republic Trust Company of Delaware.

Prior to that, I was employed as a Vice President and Senior Trust Officer at

Goldman Sachs, in Wilmington, Delaware, where I managed fiduciary

relationships and worked with clients and their advisors. I began my legal career

as an attorney in private practice in Philadelphia. After practicing law for 5 years,

I transitioned to financial services where I have gained over 15 years of experience

in wealth planning and in fiduciary, administrative and family governance services.

I received a Bachelor of Arts degree from the University of Delaware

and a Juris Doctorate and a Master of Laws in taxation from Villanova University

School of Law.

We have just heard from my colleague, Geoff Rogers, regarding the

Glenmede corporate family, including the financial history of The Glenmede

Corporation and the other affiliates of the proposed limited purpose trust company,

as required by Section 777(a)(3) of Title 5 of the Delaware Code. Mr. Rogers also

confirmed for us that the proposed limited purpose trust company will establish its

headquarters in Wilmington, Delaware, and that it has specifically agreed to be

3

bound by the conditions set out in Subchapter 5 of Chapter 7 of Title 5 of the

Delaware Code.

My testimony today will focus on how the proposed limited purpose

trust company satisfies the other requirements of Section 777 of Title 5 of the

Delaware Code. Specifically, I will discuss:

(1) The financial and managerial resources of the limited purpose

trust company and whether it will have sufficient capital to support its business

operations;

(2) Our plans for and the future prospects of the limited purpose

trust company;

(3) Whether the organization of the limited purpose trust company

may result in undue concentration of resources or substantial lessening of

competition in this State of Delaware; and

(4) Whether the organization of the limited purpose trust company

will benefit the convenience and needs of the public and the State of Delaware.

I will address first the financial and managerial resources of the

limited purpose trust company and whether it will have sufficient capital to support

its business operations.

4

Glenmede is strongly committed to the success of the limited purpose

trust company. This is evidenced by the caliber of individuals who will serve on

the Board of Directors of the limited purpose trust company and those who will

serve as its officers. The Board of Directors of the limited purpose trust company

will be comprised of five experienced wealth management, trust, banking and legal

professionals who will be responsible for overseeing the formation, operation and

management of the limited purpose trust company. Each of the proposed directors

has significant experience in fiduciary services and private wealth management.

Glenmede Trust N.A. currently employs in Delaware on a full-time

basis fifteen employees, of which approximately eight initially will be shared

employees with the proposed limited purpose trust company. Glenmede intends

that the proposed limited purpose trust company will grow over time. The

proposed limited purpose trust company will be led by a management team that has

a proven track record of the highest level of client service, deep industry

knowledge and experience, and prudent oversight of the fiduciary and risk

functions of a well-managed financial institution.

As mentioned previously, Geoff Rogers is the proposed President and

Chief Executive Officer of the proposed limited purpose trust company. I am the

5

proposed Chief Fiduciary Counsel of the proposed limited purpose trust company,

and in that capacity I will serve as the trust company's internal legal advisor on all

trust, estate and fiduciary matters. Denise Murray Hayden, who is the Director of

Fiduciary Practices for Glenmede Trust N.A., is a proposed Director and the

proposed Director of Fiduciary Practices of the proposed limited purpose trust

company. In her role as Director of Fiduciary Practices of the proposed limited

purpose trust company, Ms. Murray Hayden will oversee key fiduciary functions

including special asset management, business acceptance, discretionary practices,

and process and procedure development, training, and control. Raj Tewari, the

current Chief Operating Officer for all Glenmede offices, is a proposed Managing

Director and Treasurer of the proposed limited purpose trust company, and in that

capacity will provide financial management and operational process and systems

control services. Finally, David Zakielarz, a Wealth Advisor in Glenmede Trust

N.A.'s Wilmington, Delaware office, is a proposed Managing Director of the

proposed limited purpose trust company. Mr. Zakielarz will provide trust and

account administration services, as well as wealth management advice.

The governance of the limited purpose trust company will be

accomplished by its Board of Directors and through a defined committee structure.

6

The proposed limited purpose trust company will initially have two committees –

an Audit Committee and an Administrative Review Committee – and one

subcommittee of the Administrative Review Committee, a Fiduciary Practices

Committee.

The Audit Committee will be responsible for overseeing the internal

audit, compliance, security and risk management functions of the proposed limited

purpose trust company. The Audit Committee will have an independent reporting

line from Glenmede Trust N.A.'s Chief Risk Officer and General Auditor, Patrick

Renaud, through a shared services agreement with Glenmede Trust N.A. Jack

Porter, the former Chief Executive Officer of Delaware Trust Company and a

Director of The Glenmede Corporation and Glenmede Trust N.A., will serve as

Chairman of the Audit Committee. Neil Howard, who is now retired from active

management in Glenmede Trust N.A. after a 35 year distinguished career in the

trust and wealth management industry in Delaware, will serve as an additional

member of the Audit Committee.

The Administrative Review Committee, which will consist of at least

three Directors, will be responsible for overseeing management’s decision-making

on fiduciary matters, and will fulfill the functions of the "trust committee" set forth

7

in the FDIC’s Statement of Principles of Trust Department Management. These

functions include establishing procedures and providing oversight for reviewing

and approving the opening of all new accounts and the termination of all accounts,

exercising any discretionary administrative power held by the trust company, and

performing periodic account reviews to confirm proper administration and

investment of assets. The Administrative Review Committee will be responsible

for ensuring the highest standards of client service for all client relationships, and

for implementing policies, procedures and training that support Glenmede’s

foundational values of prudent ethical standards and strong risk management. In

addition to at least three Directors, which initially will include Denise Murray

Hayden, Geoff Rogers and myself, the composition of this committee will also

include experienced fiduciary and wealth management officers of Glenmede Trust

N.A., which will provide an efficient means to share best practices on fiduciary

and administrative matters between Glenmede Trust N.A. and the proposed limited


The Fiduciary Practices Committee will be established as a

subcommittee of the Administrative Review Committee and will be responsible for

the oversight of the practices for proper administration of all requests which

8

require the proposed limited purpose trust company, as fiduciary or co-fiduciary, to

exercise discretion under the terms of a governing instrument or applicable law.

Membership of the Fiduciary Practices Committee will be appointed by the

Administrative Review Committee and will include at least those Directors serving

on the Administrative Review Committee and those individuals that are serving as

Fiduciary Manager and Fiduciary Counsel of the proposed limited purpose trust

company.

These three committees will keep comprehensive meeting minutes

and records of actions taken and, with respect to the Administrative Review

Committee and the Audit Committee, will periodically report to the Board of

Directors on their respective actions. The Fiduciary Practices Committee will

report to the Administrative Review Committee. Additionally, both the

Administrative Review Committee and the Audit Committee may have such other

responsibilities as may be assigned to them by the Board of Directors of the

proposed limited purpose trust company, and the Fiduciary Practices Committee

may have such other responsibilities as may be assigned to it by the Administrative

Review Committee.

As business grows and develops at the limited purpose trust company,

9

we expect to assign additional trust officers, professionals and support staff in

order to ensure proper administration of all trust accounts.

The proposed limited purpose trust company will be directly wholly

owned by The Glenmede Corporation. The limited purpose trust company will

initially be capitalized with $11,000,000 in paid-in capital and surplus. This level

of capitalization of the limited purpose trust company greatly exceeds the

minimum capital and surplus requirements of Delaware law. The estimated

income and expenses of the limited purpose trust company, set forth in the Public

Volume of the Application for a Certificate of Public Convenience and Advantage,

show that we expect the proposed limited purpose trust company to achieve

profitability in its second year of operation. We expect continued growth in

income and profitability in succeeding years.

To add to the financial strength of the proposed limited purpose trust

company, the proposed limited purpose trust company will be limited to a fee-

based business that involves less financial risk than a bank or other full-service

lending institution.

I will now address our plans for and the future prospects of the

proposed limited purpose trust company. The proposed limited purpose trust

10

company will capitalize on the strong reputation of Glenmede in the provision of

fiduciary and wealth management services to high net worth individuals and

families, trusts and charitable entities.

Further, the proposed limited purpose trust company will benefit from

the provision of investment services to its clients by Glenmede Investment

Management LP. Depending on the investment needs of the client, investment

services may be provided by individual portfolio managers employed by Glenmede

Trust N.A. or by Glenmede Investment Management LP.

The proposed limited purpose trust company will benefit from support

provided by various teams at Glenmede Trust N.A., including Wealth Strategy,

Endowment and Foundation, Relationship Management Services, Business

Assurance, Operations, Finance and Accounting, and Information Technology.

These specialty groups will be accountable for many of the non-client contact

responsibilities associated with servicing clients of the proposed limited purpose

trust company for which control and consistency are critical, including fee and

transaction processing, records management, vendor management, and various

information security practices, including cybersecurity. Additionally, Glenmede

Trust N.A.'s Endowment and Foundation and Wealth Strategy teams include

11

subject matter experts in areas such as charitable contributions, IRAs, estate

planning and tax administration, which, through a service agreement with

Glenmede Trust N.A., will enable the proposed limited purpose trust company to

offer these specialty services to its clients.

The proposed limited purpose trust company expects to grow through

three primary revenue streams: (i) transition of existing accounts from Glenmede

Trust N.A., (ii) direct generation of new prospects from Glenmede’s business

development teams, existing client relationships and business partners, and (iii)

referrals from centers of influence, such as attorneys and accountants. Glenmede

plans to offer certain clients the opportunity to transition their trusts to the

proposed limited purpose trust company following its opening. However, direct

generation of new prospects is expected to generate the largest amount of new

business. The proposed limited purpose trust company expects to develop referral

business through alignment with national professional organizations by attending

sponsored events and speaking engagements, as well as the dissemination of

promotional materials supporting the Delaware trust advantage and the Glenmede

Delaware experience through national channels to attorneys, accountants and other

advisors.

12

The proposed limited purpose trust company will be operated in a

manner so as not to attract customers from the general public in the State of

Delaware to the substantial detriment of existing banks or trust companies located

in the State of Delaware other than Delaware limited purpose trust companies.

However, as permitted by Delaware law, the proposed limited purpose trust

company will be operated in a manner likely to attract and retain customers with

whom the proposed limited purpose trust company or its affiliates have or have had

business relations.

The powers of the proposed limited purpose trust company will be

limited to the powers, rights, privileges and franchises permitted to a trust

company established under Subchapter 5 of Chapter 7 of Title 5 of the Delaware

Code. The proposed limited purpose trust company will neither receive deposits

subject to check or to repayment on presentation of a passbook, certificate of

deposit or other evidence of debt, or upon the request of the depositor, nor will it

make loans to non-affiliates. The limited purpose trust company intends to comply

fully with all applicable requirements and restrictions under Delaware law.

Next, I will address whether the organization of the proposed limited

purpose trust company may result in undue concentration of resources or

13

substantial lessening of competition in the State of Delaware.

The organization of the proposed limited purpose trust company will

not result in the undue concentration of resources or substantial lessening of

competition in the State of Delaware. Other than with respect to existing clients of

Glenmede Trust N.A. who wish to move their trust accounts to the proposed

limited purpose trust company, the organization of the proposed limited purpose

trust company involves no merger, consolidation, combination or acquisition of

any trust company business now operating or competing in Delaware, nor do we

anticipate any such transaction. The number of trust companies in Delaware

offering trust services to a national market will increase, and competition within

that market will increase, by the organization and operation of the proposed limited


Finally, I would like to address the extent to which organization of the

proposed limited purpose trust company will benefit the convenience and needs of

the public and the State of Delaware.

The headquarters of the proposed limited purpose trust company will

be established and maintained in Wilmington, Delaware. The formation of the

proposed limited purpose trust company in Delaware will add to the State's

14

attractiveness as a desirable location from which to conduct a financial business,

particularly a trust company business, and as a desirable jurisdiction in which to

establish trusts.

We heard from my colleague, Mr. Rogers, about some of Glenmede

Trust’s philanthropic and other contributions to the Delaware community and its

banking and trust industry over the past twenty years of doing business in

Delaware. We intend to operate the proposed limited purpose trust company in the

same manner, and believe that it will also make similar philanthropic and other

contributions to the Delaware community.

We are also confident that Delaware's economy will be positively

affected by the formation and operation of the proposed limited purpose trust

company because of the increased employment potential resulting from the growth

of the proposed limited purpose trust company, as well as from new employees

that may be hired in industries that will support the proposed limited purpose trust

company. The limited purpose trust company will also purchase products, supplies

and services, hire counsel and pay taxes in the State of Delaware.

Delaware is an attractive location both for financial institutions and

the people it employs. The State has an abundant and skilled labor force, excellent

15

communication and transportation facilities, a proactive legislature, and many

other facilities and infrastructure that make it a desirable place to live and work,

and, of course, a vibrant trust industry. Despite the unprecedented times in which

we are living, Glenmede is optimistic about the business prospects of the proposed

limited purpose trust company, and I am looking forward to being involved with

the proposed limited purpose trust company. Furthermore I am optimistic about

the potential for future development offered to us by the State of Delaware.

I believe that the proposed limited purpose trust company will serve

the convenience and needs of the public and the State of Delaware. We therefore

respectfully request your approval of the Application for a Certificate of Public

Convenience and Advantage. Thank you.

public exhibit volume

Documents