ASSUMPTION AND GUARANTEE
AGREEMENT made as of September 1, 2000 between The Glenmede Trust
Company ("Glenmede"), and Glenmede Advisers, Inc. ("Glenmede Advisers"), a
wholly-owned subsidiary of Glenmede.
WHEREAS, The Glenmede Fund, Inc., a Maryland corporation ("Glenmede
Fund"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Glenmede has been previously appointed as investment adviser
to Glenmede Fund for its Small Capitalization Growth Portfolio (the "Portfolio")
pursuant to the Investment Advisory Agreement dated December 29, 1999 between
Glenmede and Glenmede Fund (the "Investment Advisory Agreement"), and Glenmede
Advisers has assumed Glenmede's rights and obligations under the Investment
Advisory Agreement pursuant to an Assumption and Guarantee dated September 1,
2000;
WHEREAS, Glenmede has entered into a Sub-Investment Advisory Agreement
with respect to the Portfolio dated December 15, 1999, among Glenmede, Glenmede
Fund and TCW Investment Management Company (formerly, TCW Funds Management,
Inc.) (the "Sub-Investment Advisory Agreement"); and
WHEREAS, Glenmede and Glenmede Advisers desire to have Glenmede
Advisers be the named investment adviser with respect to the Portfolio pursuant
to the Sub-Investment Advisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. Glenmede Advisers hereby assumes all rights and obligations of
Glenmede under the Sub-Investment Advisory Agreement.
2. Glenmede hereby represents that (i) the management personnel of
Glenmede 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 Glenmede Advisers where they
continue to provide such services for the Portfolio, and (ii) Glenmede Advisers
is a wholly-owned subsidiary of Glenmede. Consequently, Glenmede believes that
the proposed assumption does not involve a change in actual control or actual
management with respect to the investment adviser or the Portfolio.
3. Glenmede hereby unconditionally guarantees the due performance of
its obligations by Glenmede Advisers in connection with the Sub-Investment
Advisory Agreement.
4. Both parties hereby agree that this Assumption and Guarantee shall
be attached to and made a part of the Sub-Investment Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their office designated below as of the day and year first above
written.
Attest: THE GLENMEDE TRUST COMPANY
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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[Seal] (Authorized Officer)
Title: Vice President
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Attest: GLENMEDE ADVISERS, INC.
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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[Seal] (Authorized Officer)
Title: Vice President
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