Exhibit (d)(14)
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Small Capitalization Growth Portfolio)
July 6, 2001
TCW Investment Management Company
000 X. Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and
Glenmede Advisers, Inc. (the "Adviser"), each confirms its agreement with TCW
Investment Management Company (formerly, TCW Funds Management, Inc.) (the
"Sub-Adviser"), as follows:
WHEREAS, the Company and the Adviser (by Assumption and Guarantee
Agreement with Glenmede Trust Company) previously has retained Sub-Adviser to
act as a sub-investment adviser to the Portfolio pursuant to a Sub-Investment
Advisory Agreement dated December 15, 1999;
WHEREAS, Societe Generale Asset Management, S.A. is this day acquiring
The TCW Group, Inc. which owns a controlling interest in Sub-Adviser (the
"Transaction"); and
Whereas, the Company and the Adviser desire to retain Sub-Adviser to
act as a sub-investment adviser to the Portfolio following the Transaction and
Sub-Adviser is willing to do so;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
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1. Investment Description; Appointment
The Company desires to employ its capital relating to its Small
Capitalization Growth 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 a 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-Adviser
The Company and the Adviser hereby appoint the Sub-Adviser to act as
sub-investment adviser to the Portfolio for a portion of the assets of the
Portfolio which the Adviser, as fiduciary for the Company, determines to assign
to the Sub-Adviser (those assets being referred to as the "Portfolio Account")
for the period and on such terms set forth in this Agreement. It is understood
that the Portfolio Account may consist of all, a portion of or none of the
assets of the Portfolio, and that the Adviser has the right to allocate and
reallocate such assets to the Portfolio Account at any time, and from time to
time, upon such notice to the Sub-Adviser as may be reasonably necessary, in the
view of the Company, to ensure orderly management of the Portfolio Account or
the Portfolio. In making investment decisions, Sub-Adviser will only take into
account the assets it manages in the Portfolio Account and not other assets of
the Portfolio managed by the Adviser or others. The Company and the Adviser
employ the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio Account, to continuously review, supervise and administer the
investment program of the Portfolio Account, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio Account'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 in compliance with the
objectives, policies and limitations set forth in the Prospectus, Statement and
applicable laws and regulations. The Sub-Adviser accepts such employment and
agrees to render the
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services and to provide, at is 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 Account 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 the Portfolio Account's 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 Account, and will, on its own
initiative, furnish the Company and the Adviser 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 .60% of the
average daily net assets held in the Portfolio Account.
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
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fees; fees for necessary professional and brokerage services; fees for any
pricing service; the costs of regulatory compliance; custody and transfer agency
fees; and costs associated with maintaining the Company's legal existence and
shareholder relations.
7. Standard of Care
In the absence of (i) willful 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 or 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 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. Term of Agreement
This Agreement shall become effective on the date of the consummation
of the Transaction, provided that the shareholders of the Portfolio have
previously approved the terms of this Agreement in accordance with the terms of
the 1940 Act. Unless sooner terminated as provided herein, this Agreement shall
continue until October 31, 2001 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).
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. Subject to applicable law, nothing in this Agreement shall
be deemed to confer upon the Sub-Adviser any obligation to
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acquire a position in any security which the Sub-Adviser, its principals,
affiliates, agents or employees may acquire for its or their own account or for
the account of any other client.
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 Account 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
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, subject to 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.
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,
THE GLENMEDE FUND, INC.
By: /s/Xxxx Xxx X.Xxxxx
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Xxxx Xxx X. Xxxxx
Title: President
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GLENMEDE ADVISERS, INC.
By: /s/ Xxxxx X. Xxxxx
------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
Agreed to and Accepted by:
TCW INVESTMENT MANAGEMENT COMPANY
By /s/Xxxxx X. Xxxx, Xx.
---------------------
Name: Xxxxx X. Xxxx, Xx.
Title: President
