EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
Agreement made this 1st day of January, 2002 by and between The
Glenmede Fund, Inc., a Maryland corporation (the "Company"), and Philadelphia
International Advisors LP, a Pennsylvania limited partnership (the "Adviser").
1. Duties of Adviser. The Company hereby appoints the Adviser to act as
investment adviser to its Institutional International 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 objective,
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 is
also 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 created
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.
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.
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) willful 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.
8. Permissible Interests. Subject to and in accordance with the
Articles of Amendment and Restatement of the Company and the organizational
documents 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, partners,
shareholders or otherwise; Directors, officers, agents, partners, 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 organizational documents (as
applicable) and the provisions of the 1940 Act.
9. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until October 31, 2002 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 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 9, 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.
10. 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. The Adviser may
retain copies of all such records. The Adviser shall be permitted to have access
to the historical records of the Company and to the records of the Company's
prior advisor with respect to the Company. The Adviser shall be permitted to use
the historical performance results of the Company, provided that such use is
consistent with all applicable laws, rules and regulations.
11. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
12. Amendment of Agreement. This Agreement may be amended by mutual
consent, subject to the applicable requirements of the 1940 Act.
13. 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 1st day of January,
2002.
THE GLENMEDE FUND, INC.
By:________________________________
Xxxx Xxx X. Xxxxx
President
PHILADELPHIA INTERNATIONAL ADVISORS LP
By: Philadelphia International Partners LP, its General Partner
By: XX Xxxxxxxx Company LLC, its General Partner
By:________________________________
Xxxxxx X. Xxxxxxxx
its Managing Member
