AMENDMENT NO. 3 TO SUB-INVESTMENT ADVISORY AGREEMENT
(d)(27)
AMENDMENT
NO. 3 TO
AMENDMENT
made as of January 1, 2007 by and among The Glenmede Fund, Inc., a Maryland
corporation (“Glenmede Fund”), Glenmede Advisers, Inc. (“Glenmede Advisors”), a
wholly-owned subsidiary of The Glenmede Trust Company, N.A. (“Glenmede”),
Glenmede Investment Management, LP (“GIM”), a Pennsylvania limited partnership,
and Philadelphia International Advisors LP, a Pennsylvania limited
partnership.
WHEREAS,
the Glenmede Fund is registered as an open-end management investment company
under the Investment Company Act of 1940;
WHEREAS,
Glenmede Advisors has been previously appointed as investment adviser to
Glenmede Fund for its International Portfolio (the “Portfolio”) pursuant to an
Assumption and Guarantee to the Investment Advisory Agreement dated October
25,
1988, as amended (the “Investment Advisory Agreement”);
WHEREAS,
Glenmede Advisors has entered into a Sub-Investment Advisory Agreement with
respect to the Portfolio dated January 1, 2002, as amended, among Glenmede
Advisors, the Fund and Philadelphia International Advisors LP (the
“Sub-Investment Advisory Agreement);
WHEREAS,
as of January 1, 2007, Glenmede Advisors and GIM are merging, and GIM, as
the
surviving entity, will succeed to the investment adviser registration, will
acquire all of the assets and liabilities of Glenmede Advisors in a merger
that
does not constitute an assignment under the Investment Advisory Agreement
or
Sub-Investment Advisory Agreement (the “Merger”) and will undertake all rights,
obligations and responsibilities of Glenmede Advisors under the Investment
Advisory Agreement pursuant to an Amendment dated January 1, 2007;
WHEREAS,
prior to the Merger, Glenmede Advisors was a direct wholly-owned subsidiary
of
Glenmede and an indirect wholly-owned subsidiary of The Glenmede Corporation;
and GIM is a limited partnership, wholly-owned by Glenmede as both its only
limited partner and as the sole owner of GIM’s general partner, Gatepost
Partners, LLC, and GIM is indirectly wholly-owned by The Glenmede Corporation;
and
WHEREAS,
the Merger does not involve a change in actual control or actual management
with
respect to the investment adviser or the Portfolio.
NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. GIM
hereby acknowledges that pursuant to the Merger it undertakes all rights,
obligations and responsibilities of Glenmede Advisors under the Sub-Investment
Advisory Agreement.
2. GIM
hereby represents that (i) the management personnel of Glenmede Advisors
responsible for providing investment advisory services to the Portfolio under
the Sub-Investment Advisory Agreement, including the portfolio managers and
the
supervisory personnel, are employees of GIM and, to GIM’s knowledge, will
continue to provide such services for the Portfolio.
3. The
parties agree that this Amendment shall be attached to and made part of the
Sub-Investment Advisory Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the day and year first above
written.
THE
GLENMEDE FUND, INC.
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Attest:
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/s/
Xxxxxxxx X. Xxxxxxx
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By:
/s/
Xxxx Xxx X. Xxxxx
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Title:
President
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GLENMEDE
ADVISERS, INC.
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Attest:
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/s/
Xxxxxxxx X. Xxxxxxx
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By:
/s/
Xx Xxxxxxx
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Title:
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GLENMEDE
INVESTMENT MANAGEMENT, LP
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Attest:
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By:
Gatepost Partners, LLC, its General Partner
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/s/
Xxxxxxxx X. Xxxxxxx
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By:
/s/
Xxxxx X. Xxxxxxxx
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Title:
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PHILADELPHIA
INTERNATIONAL ADVISORS LP
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By:
Philadelphia International Partners LP, its
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General
Partner
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By:
XX Xxxxxxxx Company LLC, its
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General
Partner
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Attest:
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By:
/s/
Xxxxxx X. Xxxxxxxx
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/s/
Xxxxxxxx X. Xxxxxxx
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Xxxxxx
X. Xxxxxxxx, its Managing Member
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