FORM OF
AMENDMENT NO. 1
TO
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(International Portfolio)
The Sub-Investment Advisory Agreement dated January 1, 2002,
by and among The Glenmede Fund, Inc. (the "Fund"), Glenmede
Advisers, Inc. and Philadelphia International Advisors LP (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
The services of the Sub-Adviser to the Company and the
Adviser are not to be deemed exclusive, and the Sub-Adviser shall
be free to render similar services to others so long as its
services to the Company and the Adviser are not impaired thereby,
provided however, that the Sub-Adviser may not consult with any
other sub-adviser of the Company, or affiliated person of such
sub-adviser, concerning transactions of the International
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
International Portfolio.
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:
PHILADELPHIA INTERNATIONAL ADVISORS LP
By: Philadelphia International Partners LP,
its General Partner
By: XX Xxxxxxxx Company LLC,
its General Partner
By: _____________________________
Xxxxxx X. Xxxxxxxx
its Managing Member
