(d)(21)
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(CORE FIXED INCOME PORTFOLIO)
(LARGE CAP VALUE PORTFOLIO)
(STRATEGIC EQUITY PORTFOLIO)
(INTERNATIONAL PORTFOLIO)
(GOVERNMENT CASH PORTFOLIO)
(TAX EXEMPT CASH PORTFOLIO)
The Investment Advisory Agreement dated October 25, 1988, as amended, by
and between The Glenmede Fund, Inc. (the "Fund") and Glenmede Advisers, Inc.
(the "Agreement") is hereby amended effective as of August 1, 2005 as follows:
Paragraph 3, COMPENSATION OF THE ADVISER, is amended and restated in its
entirety as follows:
3. COMPENSATION OF THE ADVISER
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the following Portfolios will each
pay the Adviser and the Adviser will accept as full compensation therefor, a fee
computed daily and paid monthly (in arrears), at the following annual rate of
the average daily net assets held in the respective Portfolio:
Rate
----
Core Fixed Income (formerly, the Intermediate Government) ....... .35%
International Portfolio ......................................... .75%
Large Cap Value (formerly, the Model Equity) .................... .55%
Strategic Equity (formerly, the Equity) ......................... .55%
The Fund will pay no investment advisory fees to the Adviser for the
services rendered by the Adviser under this Agreement with respect to the
Government Cash and Tax-Exempt Cash Portfolios. However, it is understood that
each shareholder of the Government Cash and Tax-Exempt Cash Portfolio will be
required to have a pre-existing relationship with the Adviser under which the
Adviser provides investment advisory, personal trust, estate, custodian or other
services to such shareholder on an individual basis. The shareholder will pay a
fee directly to the Adviser based on the services provided by the Adviser and
the total assets of the shareholder managed by the Adviser, including the
portion of such assets invested in the Government Cash or Tax-Exempt Cash
Portfolio of the Fund.
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 August 1, 2005.
THE GLENMEDE FUND, INC.
By: /s/ Xxxx Xxx X. Xxxxx
------------------------
Title: President
GLENMEDE ADVISERS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------
Title: Vice President
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