SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(Small Capitalization Growth Portfolio)
December 15, 1999
Xxxxxxx Capital Management, Inc.
4720 IDS Tower
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and
Glenmede Trust Company, a Pennsylvania Trust Company (the "Adviser"), each
confirms its agreement with Xxxxxxx Capital Management, Inc. (the
"Sub-Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to its Small
Capitalization Growth Portfolio (the "Portfolio") by investing and reinvesting
in investments of the kind and in accordance with the investment objective(s),
policies and limitations specified in its Articles of Incorporation, as amended
from time to time (the "Articles of Incorporation"), in the prospectus (the
"Prospectus") and the statement of additional information (the "Statement")
filed with the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-1A, as amended from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Directors of the Company (the "Board"). Copies of the Prospectus, the Statement
and the Articles of Incorporation have been or will be submitted to the
Sub-Adviser. The Company agrees to provide copies of all amendments to the
Prospectus, the Statement and the Articles of Incorporation to the Sub-Adviser
on an on-going basis. The Company employs the Adviser as the investment adviser
to the Portfolio, and the Company and the Adviser desire to employ and hereby
appoint the Sub-Adviser to act as a sub-investment adviser to the Portfolio. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Sub-Adviser
The Company and the Adviser hereby appoint the Sub-Adviser to act
as sub-investment adviser to the Portfolio for a portion of the assets of the
Portfolio which the Adviser, as fiduciary for the Company, determines to assign
to the Sub-Adviser (those assets being referred to as the "Portfolio Account")
for the period and on such terms set forth in this Agreement. It is understood
that the Portfolio Account may consist of all, a portion of or none of the
assets of the Portfolio, and that the Adviser has the right to allocate and
reallocate such assets to the Portfolio Account at any time, and from time to
time, upon such notice to the Sub-Adviser as may be reasonably necessary, in the
view of the Company, to ensure orderly management of the Portfolio Account or
the Portfolio. The Company and the Adviser employ the Sub-Adviser to manage the
investment and reinvestment of the assets of the Portfolio Account, to
continuously review, supervise and administer the investment program of the
Portfolio Account, to determine in its discretion the securities to be purchased
or sold and the portion of the Portfolio Account's assets to be held uninvested,
to provide the Company and the Adviser with records concerning the Sub-Adviser's
activities which the Company and the Sub-Adviser are required to maintain, and
to render regular reports to the Company's officers and Board of Directors and
the Adviser concerning the Sub-Adviser's discharge of the foregoing
responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Directors of the Company
and the Adviser in compliance with the objectives, policies and limitations set
forth in the Prospectus, Statement and applicable laws and regulations. The
Sub-Adviser accepts such employment and agrees to render the services and to
provide, at is 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.
3. Portfolio Transactions
The Sub-Adviser is authorized to select the brokers that will
execute the purchases and sales of securities for the Portfolio Account 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 and the Adviser, the
Sub-Adviser may also be authorized to effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if the
Sub-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 Sub-Adviser's overall responsibilities with respect to the
Company and other accounts as to which the Sub-Adviser exercises investment
discretion. The execution of such transactions shall not be deemed to represent
an unlawful act or breach of any duty by this Agreement or otherwise. The
Sub-Adviser will promptly communicate to the officers and Directors of the
Company and the Adviser such information relating to the Portfolio Account's
transactions as they may reasonably request.
4. Information Provided to the Company
The Sub-Adviser will keep the Company and the Adviser informed of
developments materially affecting the Portfolio Account, and will, on its own
initiative, furnish the Company and the Adviser from time to time with whatever
information the Sub-Adviser believes is appropriate for this purpose.
5. Compensation of the Sub-Adviser
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the Portfolio will pay the
Sub-Adviser and the Sub-Adviser will accept as full compensation therefor, a fee
computed daily and paid monthly (in arrears), at an annual rate of .60% of the
average daily net assets held in the Portfolio Account.
6. Expenses
The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement. The Portfolio will bear
certain other expenses to be incurred in its operation, including but not
limited to, investment advisory, sub-advisory and administration fees; fees for
necessary professional and brokerage services; fees for any pricing service; the
costs of regulatory compliance; custody and transfer agency fees; and costs
associated with maintaining the Company's legal existence and shareholder
relations.
7. Standard of Care
In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in performance of its obligations and
duties hereunder, (ii) reckless disregard by the Sub-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 or 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 Sub-Adviser
shall not be subject to any liability whatsoever to the Company, any shareholder
of the Company or to the Adviser, 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. Term of Agreement
This Agreement shall become effective as of December 29, 1999 (the
"Effective Date") and shall continue until October 31, 2000 and shall continue
thereafter so long as such continuance is specifically approved at least
annually by (i) the Board or (ii) a vote of a "majority" (as that term is
defined in the 0000 Xxx) of the Portfolio's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the board who are not "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the board or by vote of holders of a
majority of the Portfolio's shares, or upon 90 days' written notice, by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules thereunder).
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. 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
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 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.
10. Books and Records
In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Sub-Adviser hereby agrees that all records which it maintains for the
Portfolio Account 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 Sub-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
are required to be maintained by Rule 31a-1 under the 1940 Act.
11. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
12. Amendment of Agreement
This Agreement may be amended by mutual consent, subject to
applicable requirements of the 1940 Act.
13. 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.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning the enclosed
copy of this Agreement.
Very truly yours,
THE GLENMEDE FUND, INC.
By: /s/ Xxxx Xxx X. Xxxxx
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Xxxx Xxx X. Xxxxx
THE GLENMEDE TRUST COMPANY
By: /s/ Xxxxx Xxxxx
--------------------------
Xxxxx Xxxxx
Agreed to and Accepted by:
XXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
