INVESTMENT ADVISORY AGREEMENT
Agreement made this 30th day of June, 2010 by and between The Glenmede Fund, Inc.,
a Maryland corporation (the “Company”), and Glenmede Investment Management LP, a Pennsylvania
limited partnership (the “Adviser”).
1. Duties of Adviser. The Company hereby appoints the Adviser to act as investment adviser to
its Secured Options Portfolio (the “Portfolio”) for the period and on such terms set forth in this
Agreement. The Company employs the 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’s assets to be held uninvested, to provide the Company with records concerning the
Adviser’s 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 discharge the foregoing responsibilities subject to the
control of the officers and the Board of 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 is also 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 .55% of the average daily net assets held in the Portfolio.
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 Investment Company Act of 1940 (“1940 Act”)), the Adviser shall not be
subject to any liability whatsoever to the Company or to any shareholder of 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 organizational documents 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
organizational documents (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 Glenmede Investment
Management LP no longer serves as the investment adviser of the Company, and (b) delete from its
name the word “Glenmede” or any approximation thereof. The Company further agrees that the Adviser
or its affiliates 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 or its affiliates in the future, to use the word “GLENMEDE” or any
approximation thereof as part of their names. As used in this section, “Glenmede Investment
Management LP” 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, 2011 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.
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.
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 30th day of June, 2010.
| THE GLENMEDE FUND, INC. |
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| By: | /s/ Xxxx Xxx X. Xxxxx | |||
| Name: | Xxxx Xxx X. Xxxxx | |||
| Title: | President | |||
| GLENMEDE INVESTMENT MANAGEMENT LP By: Gatepost Partners LLC, its General Partner |
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| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Director | |||
