FORM OF
AMENDMENT NO. 1
TO
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Small Capitalization Growth Portfolio)
The Sub-Investment Advisory Agreement dated July 6, 2001, as
amended, by and among The Glenmede Fund, Inc. (the "Fund"),
Glenmede Advisers, Inc. and TCW Investment Management Company
(the "Agreement") is hereby amended as follows:
Paragraph 9, Services to Other Companies and Accounts, is
amended and restated in its entirety as follows:
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,
provided however, that the Sub-Adviser may not: (1) perform
investment management services, including providing investment
advice, for any other assets of the Small Capitalization Growth
Portfolio other than the Portfolio Account; or (2) consult with
any other sub-adviser of the Company, or affiliated person of
such sub-adviser, concerning transactions of the Small
Capitalization Growth Portfolio in securities or other assets,
including transactions in which the other sub-adviser or its
affiliate acts as a principal underwriter concerning securities
transactions of the Small Capitalization Growth Portfolio.
Subject to applicable law, nothing in this Agreement shall be
deemed to confer upon the Sub-Adviser any obligation to 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.
Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Agreement.
Except as expressly amended and modified hereby, all
provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, intending to be legally bound hereby,
the parties hereto have caused this instrument to be executed by
their officers designated below as of March 17, 2003.
THE GLENMEDE FUND, INC.
By: _____________________________
Title:
GLENMEDE ADVISERS, INC.
By: ____________________________
Title:
TCW INVESTMENT MANAGEMENT COMPANY
By: ____________________________
Title:
