EXHIBIT (5)(b)
INVESTMENT ADVISORY AGREEMENT
Agreement made this 31st day of July, 1992 by and between the
Institutional International Portfolio (the "Portfolio"), an investment portfolio
of The Glenmede Fund, Inc., a Maryland corporation (the "Company"), and The
Glenmede Trust Company, a Pennsylvania corporation (the "Adviser").
1. Duties of Adviser. The Company hereby appoints the Adviser to act as
investment adviser to the Portfolio for the period and on such terms set forth
in this Agreement. The Company employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolio to continuously review, supervise
and administer the investment program of the Portfolio, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolio's assets to be held uninvested, to provide the Company with records
concerning the Adviser's activities which the Company is required to maintain,
and to render regular reports to the Company's officers and Board of Directors
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Directors of the Company and in compliance with
the objectives, policies and limitations set forth in the Portfolio's prospectus
and applicable laws and regulations. The Adviser accepts such employment and
agrees to render the services and to provide, at its own expense, the office
space, furnishings and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers that will execute the purchases and sales of securities for the
Portfolio and is directed to use its best efforts to obtain the best available
price and most favorable execution, except as prescribed herein. Subject to
policies established by the Board of Directors of the Company, the Adviser may
also be authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Company and other
accounts as to which the Adviser exercises investment discretion. The execution
of such transactions shall not be deemed to represent an unlawful act or breach
of any duty by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Company such information
relating to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services provided and the
expenses assumed pursuant to this Agreement, effective as of the date hereof,
the Portfolio will pay the Adviser and the Adviser will accept as full
compensation therefor, a fee computed daily and paid monthly (in arrears), at an
annual rate of .75% of the average daily net assets held in the Portfolio.
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If in any fiscal year the aggregate expenses of the Portfolio exceed
the expense limitations of any state having jurisdiction over the Portfolio, the
Adviser will reimburse the Portfolio for such excess expenses. The obligation of
the Adviser to reimburse the Portfolio hereunder is limited in any fiscal year
to the amount of its fee hereunder for such fiscal year, provided however, that
notwithstanding the foregoing, the Adviser shall reimburse the Portfolio for
such excess expenses regardless of the amount of fees paid to it during such
fiscal year to the extent that the securities regulations of any state having
jurisdiction over the Portfolio so requires. Such expense reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
4. Other Services. At the request of the Company, the Adviser in its
discretion may make available to the Company office facilities, equipment, and
other services. Such office facilities, equipment, and services shall be
provided for or rendered by the Adviser and billed to the Company at the
Adviser's cost. The Adviser further agrees to assume the cost of printing and
mailing prospectuses to persons other than current shareholders of the Company
and the cost of any other activities primarily intended to result in the sale of
the Company's shares.
5. Reports. The Company and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
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6. Status of Adviser. The services of the Adviser to the Company are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Company are not impaired
thereby.
7. Liability of Adviser. In the absence of (i) wilful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act"), the Adviser shall not be subject to any liability whatsoever to the
Company or to any shareholder of the Company, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including without limitation, for any losses that
may be sustained in connection with the purchase, holding redemption or sale of
any security on behalf of the Portfolio.
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8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Company and the Articles of Incorporation of
the Adviser, Directors, officers, agents and shareholders of the Company are or
may be interested in the Adviser (or any successor thereof) as Directors,
officers, agents, shareholders or otherwise; Directors, officers, agents and
shareholders of the Adviser are or may be interested in the Company as
Directors, officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Company as a shareholder or otherwise;
and that the effect of any such interrelationships shall be governed by said
Articles of Incorporation and the provisions of the 1940 Act.
9. Corporate Name. The Company acknowledges that it has obtained its
corporate name by consent of the Adviser, which consent was given in reliance
and upon the provisions hereafter contained. The Company agrees that if the
Adviser should cease to be the investment adviser of the Company, the Company
will, upon written demand of the Adviser forthwith (a) for a period of two years
after such written demand, state in all prospectuses, advertising material,
letterheads and other material designed to be read by investors or prospective
investors, in a prominent position and in prominent type (as may be reasonably
approved by the Adviser), that The Glenmede Trust Company no longer serves as
the investment adviser of the Company, and (b) delete from its name the word
"Glenmede" or any approximation thereof. The Company further agrees that the
Adviser may permit other persons, partnerships (general or limited),
associations, trusts, corporations or other incorporated or unincorporated
groups of persons, including without limitation any investment company or
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companies of any type which may be initially sponsored or organized by the
Adviser in the future, to use the word "GLENMEDE" or any approximation thereof
as part of their names. As used in this section, "The Glenmede Trust Company"
and "Adviser" shall include any successor corporation, partnership, limited
partnership, trust or person.
10. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of July 31, 1994 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue as to the Portfolio for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Directors of the Company
who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Board of Directors of the Company or by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
holders of the Portfolio fail to approve the Agreement as provided herein, the
Adviser may continue to serve the Portfolio in such capacity in the manner and
to the extent permitted by the Company's Board of Directors and the 1940 Act and
Rules thereunder. This Agreement may be terminated by the Portfolio of the
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Company at any time, without the payment of any penalty, by vote of a
majority of the entire Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Company. This agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at any
office of such party.
As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.
11. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Portfolio are the property of the Company and further agrees
to surrender promptly to the Company any of such records upon the Company's
request. The Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records which it maintains for the Company and
are required to be maintained by Rule 31a-1 under the 1940 Act.
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12. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
13. Amendment of Agreement. This Agreement may be amended by mutual
consent, but the consent of the Company must be approved by (a) by vote of a
majority of those members of the Board of Directors of the Company who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting securities of the Portfolio.
14. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Agreement to be executed as of this 31st day of July,
1992.
ATTEST: THE GLENMEDE FUND, INC:
By: /s/ Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx, Xx.
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Secretary Chairman of the Board
THE GLENMEDE TRUST COMPANY:
By: /s/ Xxxx X. Xxxxx By: /s/ Xx. Xxxxxx Xxxxxxxx
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Secretary President
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