EXHIBIT 5(a)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 25th day of October, 1988 by and between The
Glenmede Fund, Inc. a Maryland corporation (the "Fund") and The Glenmede Trust
Company, a Pennsylvania corporation (the "Adviser").
1. Duties of Adviser. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Government Cash Portfolio, Tax-Exempt Cash
Portfolio, Intermediate Government Portfolio and International Portfolio, and
such other Portfolios as may be offered by the Fund, for the period and on such
terms set forth in this Agreement. The Fund employs the Adviser to manage the
investment and reinvestment of the assets of the Fund's Portfolios, to
continuously review, supervise and administer the investment program of each of
the Portfolios, to determine in its discretion the securities to be purchased or
sold and the portion of each such Portfolio's assets to be held uninvested, to
provide the Fund with records concerning the Adviser's activities which the Fund
is required to maintain, and to render regular reports to the Fund'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 Fund,
and in compliance with the objectives, policies and limitations set forth in the
Fund'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 or dealers that will execute the purchases and sales of securities for
each of the Fund's Portfolios 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 Fund,
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 Fund 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 created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
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3. Compensation of the Adviser. The Fund will pay no investment
advisory fees to the Adviser for the services rendered by the Adviser under this
Agreement. However, it is understood that each shareholder of the Fund will be
required to have a pre-existing relationship with the Adviser under which the
Adviser provides investment advisory, personal trust, estate, custodian or other
services to such shareholder on an individual basis. The shareholder will pay a
fee directly to the Adviser based on the services provided by the Adviser and
the total assets of the shareholder managed by the Adviser, including the
portion of such assets invested in the Fund.
4. Other Services. At the request of the Fund, the Adviser in its
discretion may make available to the Fund 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 Fund 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 Fund and the cost
of any other activities primarily intended to result in the sale of the Fund's
shares.
5. Reports. The Fund 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 Fund 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 Fund are not impaired thereby.
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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 Fund,
or to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act of 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 any Portfolio of the Fund.
8. Permissible Interests. Subject to and in accordance with the
Articles of Incorporation of the Fund and the Articles of Incorporation of the
Adviser, Directors, officers, agents and shareholders of the Fund 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 Fund as Directors, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund 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.
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9. Corporate Name. The Fund 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 Fund agrees that if the Adviser
should cease to be the investment adviser of the Fund, the Fund 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 Fund, and (b) delete from its name the word "Glenmede" or any
approximation thereof. The Fund 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.
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10. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of October 25, 1990 or the
date of the first annual or special meeting of the shareholders of the Fund and,
if approved by a majority of the outstanding voting securities of each Portfolio
of the Fund, thereafter shall continue as to a particular 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 Fund 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 Fund or by
vote of a majority of the outstanding voting securities of such Portfolio of the
Fund; provided, however, that if the holders of such Portfolio fail to approve
the Agreement as provided herein, the Adviser may continue to serve such
Portfolio in such capacity in the manner and to the extent permitted by the
Fund's Board of Directors and the 1940 Act and Rules thereunder. This Agreement
may be terminated by any Portfolio of the Fund at any time, without the payment
of any penalty, by vote of a majority of the entire Board of Directors of the
Fund 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 Fund. This agreement will automatically and
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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 Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund'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 Fund and are required
to be maintained by Rule 31a-1 under the 1940 Act.
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 Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund 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 each Portfolio of the Fund.
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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 25th day of October,
1988.
ATTEST: THE GLENMEDE FUND, INC.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxx, Xx.
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Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx, Xx.
Secretary Chairman of the Board
THE GLENMEDE TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Secretary Xxxxxx X. Xxxxxxxx
President
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