Exhibit 99(d)(17)
AMENDMENT NO. 1
TO
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(SMALL CAPITALIZATION GROWTH PORTFOLIO)
The Sub-Investment Advisory Agreement dated December 15, 1999, as amended,
by and among The Glenmede Fund, Inc. (the "Fund"), Glenmede Advisers, Inc. and
Xxxxxxx Capital Management, Inc. (the "Agreement") is hereby amended as follows:
Paragraph 9, SERVICES TO OTHER COMPANIES AND ACCOUNTS, is amended and
restated in its entirety as follows:
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
Provided that such action shall not constitute a breach of the duties
assumed by the Sub-Adviser under this Agreement, the Sub-Adviser and its
officers may act and continue to act as investment managers for others, and
nothing in this Agreement shall in any way be deemed to restrict the right of
the Sub-Adviser to perform investment management or other services for any other
person or entity, and the performance of such services for others shall not be
deemed to violate or give rise to any duty or obligation to the Company or the
Adviser, PROVIDED HOWEVER, that the Sub-Adviser may not: (1) perform investment
management services, including providing investment advice, for any other assets
of the Small Capitalization Growth Portfolio other than the Portfolio Account;
or (2) consult with any other sub-adviser of the Company, or affiliated person
of such sub-adviser, concerning transactions of the Small Capitalization Growth
Portfolio in securities or other assets, including transactions in which the
other sub-adviser or its affiliate acts as a principal underwriter concerning
securities transactions of the Small Capitalization Growth Portfolio. It is the
Sub-Adviser's policy to allocate within its reasonable discretion, investment
opportunities among the Portfolio Account and the Sub-Adviser's other clients
over a period of time in a fair and equitable manner, taking into account the
investment objectives and policies of the Small Capitalization Growth Portfolio
and any specific investment restrictions applicable thereto.
Subject to the foregoing, and applicable laws, rules or regulations,
nothing in this Agreement shall limit or restrict the Sub-Adviser or any of its
officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Company acknowledges
that the Sub-Adviser and its officers, affiliates and employees, and its other
clients may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being acquired or disposed
of for the Portfolio Account. The Sub-Adviser shall have no obligation to
acquire, or dispose of, a position for the Small
Capitalization Growth Portfolio Account in any investment which the Sub-Adviser,
its officers, affiliates or employees may acquire, or dispose of, for its or
their own accounts or for the account of another client, provided that the
Sub-Adviser acts in good faith.
Nothing in this Section 9 shall be construed to relieve the Sub-Adviser of
any of its duties or obligations as set forth in or arising under other
provisions of this Agreement or applicable laws, rules or regulations.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
Except as expressly amended and modified hereby, all provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their officers designated
below as of March 17, 2003.
THE GLENMEDE FUND, INC.
By: /s/ Xxxx Xxx X. Xxxxx
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Title: President
GLENMEDE ADVISERS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Title: Vice President
XXXXXXX CAPITAL MANAGEMENT, INC.
By: X. X. Xxxxxxx
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Title: President
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