INVESTMENT ADVISORY AGREEMENT
Agreement made this ____ day of December, 1997 by and between 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 its Small Capitalization Equity Portfolio (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
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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
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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 .55% of the average daily net assets held in the
Portfolio.
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.
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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.
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 Amendment and Restatement 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 Amendment and Restatement or Articles of Incorporation (as
applicable) 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
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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 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 October 31, 1998 and
thereafter shall continue 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
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terminated by the 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, subject to the applicable requirements
of the 1940 Act.
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 ____ day of
December, 1997.
ATTEST: THE GLENMEDE FUND, INC:
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Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx, Xx.
Secretary Chairman
THE GLENMEDE TRUST COMPANY:
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By: By:
Title: Title:
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