INVESTMENT ADVISORY AGREEMENT
Agreement
made this 26th day of September, 2006 by and between The
Glenmede Fund, Inc., a Maryland corporation (the “Company”), and Glenmede
Advisers, Inc., a Pennsylvania corporation (the “Adviser”).
1. Duties
of Adviser.
The
Company hereby appoints the Adviser to act as investment adviser to its Total
Market Long/Short 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 1.20% 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, 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 organizational documents (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 Glenmede Advisers, Inc. no longer serves as the investment adviser of
the
Company, and (b) delete from its name the word “Glenmede” or any approximation
thereof. The Company further agrees that the Adviser or its affiliates 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 or its affiliates
in the future, to use the word “GLENMEDE” or any approximation thereof as part
of their names. As used in this section, “Glenmede Advisers, Inc.” 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, 2007 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 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.
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.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF,
intending to be legally bound hereby, the parties hereto have caused this
Agreement to be executed as of this 26th day of September,
2006.
THE
GLENMEDE FUND, INC.
By:
/s/ Xxxx Xxx X. Xxxxx
Name: Xxxx
Xxx
X. Xxxxx
Title: President
GLENMEDE
ADVISERS, INC.
By:
/s/ Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Chief Investment Officer
