Exhibit (d)(12)
INVESTMENT ADVISORY AGREEMENT
Agreement made this 29th day of December, 1999 by and between The
Glenmede Fund, Inc., a Maryland corporation (the "Company"), and The Glenmede
Trust Company, a Pennsylvania corporation (the "Adviser").
1. Duties of Adviser. The Company hereby appoints the Adviser
to provide or arrange to provide directly or through third parties, investment
advisory services to its Small Capitalization Growth Portfolio (the "Portfolio")
for the period and on such terms set forth in this Agreement. Subject to the
approval of the Company's Board of Directors, any applicable provisions of the
Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act
of 1940, the Adviser may select sub-advisers to perform any or all of the
services set forth in this Agreement for assets of the Portfolio assigned by the
Adviser to the particular sub-adviser. The Company employs the Adviser, directly
or through sub-advisers: 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 (or any selected
sub-advisers') discretion the securities to be purchased or sold and the portion
of the Portfolio's assets to be held uninvested; to provide the Company with
records concerning the Adviser's (and any selected sub-advisers') activities
which the Company is required to maintain; and to render regular reports to the
Company's officers and Board of Directors concerning the Adviser's discharge of
the foregoing responsibilities. The Adviser shall monitor the services performed
by any selected sub-advisers. The Adviser and any selected sub-advisers shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of
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Directors of the Company and in compliance with the objective, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its 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.
2. Portfolio Transactions. The 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, the Adviser may
also be authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the 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
Adviser's overall responsibilities with respect to the Company and other
accounts as to which the Adviser exercises investment discretion. The execution
of such transactions shall not be deemed to represent an unlawful act or breach
of any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Company such information
relating to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services provided and
the expenses assumed pursuant to this Agreement, effective as of the date
hereof, the Portfolio will pay the Adviser and the Adviser will accept as full
compensation therefor, a fee computed daily and paid monthly (in arrears), at an
annual rate of .25% of the average daily net assets held in the Portfolio.
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4. Other Services. At the request of the Company, the Adviser
in its discretion may make available to the Company office facilities,
equipment, and other services. Such office facilities, equipment, and services
shall be provided for or rendered by the Adviser and billed to the Company at
the Adviser's cost. The Adviser further agrees to assume the cost of printing
and mailing prospectuses to persons other than current shareholders of the
Company and the cost of any other activities primarily intended to result in the
sale of the Company's shares.
5. Reports. The Company and the Adviser agree to furnish to
each other current prospectuses, proxy statements, reports to shareholders,
certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
6. Status of Adviser. The services of the Adviser to the
Company are not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Company are not
impaired thereby.
7. Liability of Adviser. In the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and duties hereunder, (ii) reckless disregard by
the 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 for
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 1940 Act), the Adviser shall not
be subject to any liability whatsoever to the Company or to any shareholder of
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the Company, 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. Permissible Interests. Subject to and in accordance with
the Articles of Amendment and Restatement of the Company and the Articles of
Incorporation of the Adviser, Directors, officers, agents and shareholders of
the Company are or may be interested in the Adviser (or any successor thereof)
as Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Company
as Directors, officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Company as a shareholder or otherwise;
and that the effect of any such interrelationships shall be governed by said
Articles of Amendment and Restatement or Articles of Incorporation (as
applicable) and the provisions of the 1940 Act.
9. Corporate Name. The Company acknowledges that it has
obtained its corporate name by consent of the Adviser, which consent was given
in reliance and upon the provisions hereafter contained. The Company agrees that
if the Adviser should cease to be the investment adviser of the Company, the
Company will, upon written demand of the Adviser forthwith (a) for a period of
two years after such written demand, state in all prospectuses, advertising
material, letterheads and other material designed to be read by investors or
prospective investors, in a prominent position and in prominent type (as may be
reasonably approved by the Adviser), that The Glenmede Trust Company no longer
serves as the investment adviser of the Company, and (b) delete from its name
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the word "Glenmede" or any approximation thereof. The Company further agrees
that the Adviser may permit other persons, partnerships (general or limited),
associations, trusts, corporations or other incorporated or unincorporated
groups of persons, including without limitation any investment company or
companies of any type which may be initially sponsored or organized by the
Adviser in the future, to use the word "GLENMEDE" or any approximation thereof
as part of their names. As used in this section, "The Glenmede Trust Company"
and "Adviser" shall include any successor corporation, partnership, limited
partnership, trust or person.
10. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue until October 31, 2000 and
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Company who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the holders of the
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve the Portfolio in such capacity in the manner and to the extent
permitted by the Company's Board of Directors and the 1940 Act and Rules
thereunder. This Agreement may be terminated by the Company at any time, without
the payment of any penalty, by vote of a majority of the entire Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time, without the payment of
any penalty, upon 90 days' written notice to the Company. This Agreement will
automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at any office of such party.
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As used in this Section 10, the terms "assignment",
"interested persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in Section 2(a)(4),
Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
11. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the 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 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 and are required to be maintained by Rule 31a-1 under the 1940 Act.
12. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
13. Amendment of Agreement. This Agreement may be amended by
mutual consent, subject to the applicable requirements of the 1940 Act.
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14. 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.
IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have caused this Agreement to be executed as of this 29th day of
December, 1999.
THE GLENMEDE FUND, INC.
By: /s/ Xxxx Xxx X. Xxxxx
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Xxxx Xxx X. Xxxxx
Title: President
THE GLENMEDE TRUST COMPANY
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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