EXHIBIT (5)(f)
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Emerging Markets Portfolio)
December 12, 1994
Pictet International Management Limited
Cutlers Gardens
0 Xxxxxxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxxx XX0 X0XX
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and
Glenmede Trust Company, a Pennsylvania Trust Company (the "Adviser"), each
confirms its agreement with Pictet International Management Limited (the
"Sub-Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to its Emerging
Markets Portfolio (the "Portfolio") by investing and reinvesting in investments
of the kind and in accordance with the investment objective(s), policies and
limitations specified in its Articles of Incorporation, as amended from time to
time (the "Articles of Incorporation"), in the prospectus (the "Prospectus") and
the statement of additional information (the "Statement") filed with the
Securities and Exchange Commission as part of the Company's Registration
Statement on Form N-1A, as amended from time to time, and in the manner and to
the extent as may from time to time be approved by the Board of Directors of the
Company (the "Board"). Copies of the Prospectus, the Statement and the Articles
of Incorporation have been or will be submitted to the Sub-Adviser. The Company
agrees to provide copies of all amendments to the Prospectus, the Statement and
the Articles of Incorporation to the Sub-Adviser on an on-going basis. The
Company employs the Adviser as the investment adviser to the Portfolio, and the
Company and the Adviser desire to employ and hereby appoint the Sub-Adviser to
act as the sub-investment adviser to the Portfolio. The Sub-Adviser accepts the
appointment and agrees to furnish the services for the compensation set forth
below.
2. Services as Sub-Investment Adviser
The Company and the Adviser hereby appoint the Sub-Adviser to act as
sub-investment adviser to the Portfolio for the period and on such terms set
forth in this Agreement. The Company and the Adviser employ the Sub-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 and the Adviser with records concerning the Sub-Adviser's activities
which the Company and the Sub- Adviser are required to maintain, and to render
regular reports to the Company's officers and Board of Directors and the Adviser
concerning the Sub-Adviser's discharge of the foregoing responsibilities. The
Sub-Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the Board of Directors of the Company and the
Adviser and in compliance with the objectives, policies and limitations set
forth in the Prospectus, Statement of Additional Information and applicable laws
and regulations. The Sub-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.
3. Portfolio Transactions
The Sub-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 and the Adviser, the Sub-Adviser may also be
authorized to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if the Sub-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 Sub-Adviser's
overall responsibilities with respect to the Company and other accounts as to
which the Sub-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 Sub-Adviser will promptly communicate
to the officers and Directors of the Company and the Adviser such information
relating to Portfolio transactions as they may reasonably request.
4. Information Provided to the Company
The Sub-Adviser will keep the Company and the Adviser informed of
developments materially affecting the Portfolio, and will, on its own
initiative, furnish the Company from time to time with whatever information the
Sub-Adviser believes is appropriate for this purpose.
5. Compensation of the Sub-Adviser
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the Portfolio will pay the
Sub-Adviser and the Sub-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.
If in any fiscal year the aggregate expenses of the Portfolio exceed
the expense limitations of any state having jurisdiction over the Portfolio, the
-2-
Sub-Adviser will reimburse the Portfolio for such excess expenses. The
obligation of the Sub-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 Sub-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.
6. Expenses
The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement. The Portfolio will bear
certain other expenses to be incurred in its operation, including, but not
limited to, investment advisory, sub-advisory and administration fees; fees for
necessary professional and brokerage services; fees for any pricing service; the
costs of regulatory compliance; and costs associated with maintaining the
Company's legal existence and shareholder relations.
7. Standard of Care
In the absence of (i) wilful misfeasance, bad faith or gross negligence
on the part of the Sub-Adviser in performance of its obligations and duties
hereunder, (ii) reckless disregard by the Sub-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 Sub-Adviser
shall not be subject to any liability whatsoever to the Company, any shareholder
of the Company or to the Adviser, for any error of 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. Term of Agreement
This Agreement shall become effective as of December 12, 1994 (the
"Effective Date") and shall continue until October 31, 1995 and shall continue
thereafter so long as such continuance is specifically approved at least
annually by (i) the Board or (ii) a vote of a "majority" (as that term is
defined in the 0000 Xxx) of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board or by vote of holders of a
majority of the Portfolio's shares, or upon 90 days' written notice, by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules thereunder).
-3-
9. Services to Other Companies or Accounts
The services of the Sub-Adviser to the Company and the Adviser are not
to be deemed exclusive, and the Sub-Adviser shall be free to render similar
services to others so long as its services to the Company and the Adviser are
not impaired thereby.
10. Books and Records
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Sub-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
Sub-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.
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, 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 if required by the 0000 Xxx.
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.
-4-
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning the enclosed
copy of this Agreement.
Very truly yours,
GLENMEDE FUND, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------
GLENMEDE TRUST COMPANY
By: /s/ Xx X. Xxxxxxx
-------------------------
Agreed to and Accepted by:
PICTET INTERNATIONAL MANAGEMENT LIMITED
By: /s/ Xxx Xxxxx
-----------------
-5-
