Post on 18-Dec-2021
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
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
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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
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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.”
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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.)
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I. FINANCIAL INFORMATION (Continued)
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.
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I. FINANCIAL INFORMATION (Continued)
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
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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.
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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.
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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.
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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
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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.
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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, The Glenmede Trust Company, N.A.
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.
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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.
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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.
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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.
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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
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ARTICLES OF ASSOCIATION OF
THE GLENMEDE TRUST COMPANY OF DELAWARE
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,
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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]
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IN WITNESS WHEREOF, the undersigned, constituting all of the
incorporators of the Trust Company, do hereby associate themselves with the intention of
forming a limited purpose trust company under the provisions of Chapter 7 of Title 5 of the
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
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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
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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.
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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
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EXHIBIT "1" WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF THE GLENMEDE CORPORATION
[See attached]
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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
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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]
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[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
Signature: ___________________________ Signature: ___________________________
Susan W. Catherwood J. Howard Pew, II
Signature: ___________________________ Signature: ___________________________
Rhonda R. Cohen R. Anderson Pew
Signature: ___________________________ Signature: ___________________________
Aristides W. Georgantas Sandy F. Pew
Signature: ___________________________ Signature: ___________________________
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
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PUBLIC 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
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
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
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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.”
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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.)
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I. FINANCIAL INFORMATION (Continued)
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.
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I. FINANCIAL INFORMATION (Continued)
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
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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.
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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.
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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.
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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
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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.
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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, The Glenmede Trust Company, N.A.
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.
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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.
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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.
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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.
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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
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ARTICLES OF ASSOCIATION OF
THE GLENMEDE TRUST COMPANY OF DELAWARE
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 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 .
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
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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
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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.
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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
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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.
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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
purpose trust company.
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.
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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
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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
purpose trust company.
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
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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.