AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
(d)(5)
AMENDMENT
NO. 2 TO
AMENDMENT
made as of January 1, 2007 by and among The Glenmede Portfolios, a Massachusetts
business trust (“Glenmede Portfolios”), Glenmede Advisers, Inc. (“Glenmede
Advisors”), a wholly-owned subsidiary of The Glenmede Trust Company, N.A.
(“Glenmede”), and Glenmede Investment Management, LP (“GIM”), a Pennsylvania
limited partnership.
WHEREAS,
the Glenmede Portfolios is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS,
Glenmede Advisors has been previously appointed as investment adviser to
Glenmede Portfolios for its Muni Intermediate and New Jersey Muni Portfolios
(the “Portfolios”) pursuant to an Assumption and Guarantee to the Investment
Advisory Agreement dated June 5, 1992, as amended (the “Investment Advisory
Agreement”);
WHEREAS,
as of January 1, 2007, Glenmede Advisors and GIM are merging, and GIM, as the
surviving entity, will succeed to the investment adviser registration and will
acquire all of the assets and liabilities of Glenmede Advisors in a merger
that
does not constitute an assignment under the Investment Advisory Agreement (the
“Merger”);
WHEREAS,
prior to the Merger, Glenmede Advisors was a direct wholly-owned subsidiary
of
Glenmede and an indirect wholly-owned subsidiary of The Glenmede Corporation;
and GIM is a limited partnership, wholly-owned by Glenmede as both its only
limited partner and as the sole owner of GIM’s general partner, Gatepost
Partners, LLC, and GIM is indirectly wholly-owned by The Glenmede Corporation;
and
WHEREAS,
the Merger does not involve a change in actual control or actual management
with
respect to the investment adviser or the Portfolios.
NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. GIM
hereby acknowledges that pursuant to the Merger it undertakes all rights,
obligations and responsibilities of Glenmede Advisors under the Investment
Advisory Agreement.
2. GIM
hereby represents that (i) the management personnel of Glenmede Advisors
responsible for providing investment advisory services to the Portfolios under
the Investment Advisory Agreement, including the portfolio managers and the
supervisory personnel, are employees of GIM and, to GIM’s knowledge, will
continue to provide such services for the Portfolios.
3. The
parties agree that this Amendment shall be attached to and made part of the
Investment Advisory Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the day and year first above
written.
|
Attest:
|
|||
|
/s/
Xxxxxxxx X. Xxxxxxx
|
By:
/s/
Xxxx Xxx X. Xxxxx
|
||
|
Title:
President
|
|||
|
GLENMEDE
ADVISERS, INC.
|
|||
|
Attest:
|
|||
|
/s/
Xxxxxxxx X. Xxxxxxx
|
By:
/s/
Xx Xxxxxxx
|
||
|
Title:
President
|
|||
|
GLENMEDE
INVESTMENT MANAGEMENT, LP
|
|||
|
Attest:
|
By:
Gatepost Partners, LLC, its General Partner
|
||
|
/s/
Xxxxxxxx X. Xxxxxxx
|
|||
|
By:
/s/
Xxxxx X. Xxxxxxxx
|
|||
|
Title:
|
|||
-2-
