EXHIBIT B
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(International Portfolio)
January 1, 2002
Philadelphia International Advisors LP
One Liberty Place
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000-0000
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and Glenmede
Advisers, Inc. (the "Adviser"), each confirms its agreement with Philadelphia
International Advisors LP (the "Sub-Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to its International
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.
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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 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 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 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 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 is also 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's transactions as they may reasonably request.
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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 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
The Company will pay no investment advisory fees to the Sub-Adviser for the
services rendered by the Sub-Adviser.
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; 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 as of January 1, 2002 (the "Effective
Date") and shall continue until October 31, 2002 and shall continue thereafter
so long as such continuance is specifically approved at least annually by (i)
the
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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.
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 are required to be maintained by
Rule 31a-1 under the 1940 Act. The Sub-Adviser may retain copies of all such
records. The Sub-Adviser shall be permitted to have access to the historical
records of the Company and to the records of the Adviser with respect to the
Company. The Sub-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 applicable
requirements of the 1940 Act.
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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: ________________________________________
Xxxx Xxx X. Xxxxx
President
GLENMEDE ADVISERS, INC.
By: ________________________________________
Name:
Title:
Agreed to and Accepted by:
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
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