FORM OF
AMENDMENT NO. 1
TO
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Small Capitalization Growth Portfolio)
The Sub-Investment Advisory Agreement dated December 15,
1999, as amended, by and among The Glenmede Fund, Inc. (the "Fund"),
Glenmede Advisers, Inc. and Xxxxxxx Capital Management,
Inc. (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
Provided that such action shall not constitute a breach of
the duties assumed by the Sub-Adviser under this Agreement, the
Sub-Adviser and its officers may act and continue to act as
investment managers for others, and nothing in this Agreement
shall in any way be deemed to restrict the right of the Sub-
Adviser to perform investment management or other services for
any other person or entity, and the performance of such services
for others shall not be deemed to violate or give rise to any
duty or obligation to the Company or the Adviser, 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. It is the Sub-
Adviser's policy to allocate within its reasonable discretion,
investment opportunities among the Portfolio Account and the Sub-
Adviser's other clients over a period of time in a fair and
equitable manner, taking into account the investment objectives
and policies of the Small Capitalization Growth Portfolio and any
specific investment restrictions applicable thereto.
Subject to the foregoing, and applicable laws, rules or
regulations, nothing in this Agreement shall limit or restrict
the Sub-Adviser or any of its officers, affiliates or employees
from buying, selling or trading in any securities for its or
their own account or accounts. The Company acknowledges that the
Sub-Adviser and its officers, affiliates and employees, and its
other clients may at any time have, acquire, increase, decrease
or dispose of positions in investments which are at the same time
being acquired or disposed of for the Portfolio Account. The Sub-
Adviser shall have no obligation to acquire, or dispose of, a
position for the Small Capitalization Growth Portfolio Account in
any investment which the Sub-Adviser, its officers, affiliates or
employees may acquire, or dispose of, for its or their own
accounts or for the account of another client, provided that the
Sub-Adviser acts in good faith.
Nothing in this Section 9 shall be construed to relieve the
Sub-Adviser of any of its duties or obligations as set forth in
or arising under other provisions of this Agreement or applicable
laws, rules or regulations.
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:
XXXXXXX CAPITAL MANAGEMENT, INC.
By: ____________________________
Title:
