(d)(23)
AMENDMENT NO. 2
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 effective as of
August 1, 2005 as follows:
Paragraph 5, COMPENSATION OF THE SUB-ADVISER, is amended and restated in
its entirety as follows:
5. COMPENSATION OF THE SUB-ADVISER
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, Glenmede Advisers, Inc. 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 .26% of the
average daily net assets held in the Portfolio.
Paragraph 14, NON-SOLICITATION, is added to the Agreement as follows:
14. NON-SOLICITATION
14.1. During the term of this Agreement, and for a period of two (2) years
thereafter, the Adviser shall not, without prior written approval of the chief
executive officer of the Sub-Adviser, directly or indirectly through any other
person, firm or corporation, whether individually or in conjunction with any
other person, or as an employee, agent, representative, partner or holder of any
interest in any other person, firm, corporation or other association, solicit,
entice, recruit, induce or hire any person who presently is or at any time
during the term hereof shall be an employee, agent or representative of the
Sub-Adviser or its affiliates to become employed or retained by the Adviser or
any other person, firm or corporation, and the Adviser shall not approach any
such employee, agent or representative for such purpose or authorize, assist,
facilitate or knowingly approve the taking of such actions by any other person.
14.2. During the term of this Agreement, and for a period of two (2) years
thereafter, the Sub-Adviser shall not, without prior written approval of the
chief executive officer of the Adviser, directly or indirectly through any other
person, firm or corporation, whether individually or in conjunction with any
other person, or as an employee, agent, representative, partner or holder of any
interest in any other person, firm, corporation or other association, solicit,
entice, recruit, induce or hire any person who presently is or at any time
during the term hereof shall be an employee, agent or representative of the
Adviser or its affiliates to become employed or retained by the Sub-Adviser or
any other person, firm or corporation, and the Sub-Adviser shall not approach
any such employee, agent or representative for such purpose or authorize,
assist, facilitate or knowingly approve the taking of such actions by any other
person.
14.3. In the event of any breach or violation of any restriction contained
in this Section, the period specified therein shall ▇▇▇▇▇ during the time of any
violation thereof and that portion remaining at the time of commencement of any
violation shall not begin to run until such violation has been fully and finally
cured.
14.4. If any clause or provision of this Article is determined by a court
to be unenforceable because of its duration or scope, the parties expressly
agree that the duration and/or scope of such clause or provision shall be deemed
amended to the extent necessary to render the otherwise unenforceable provision,
and the rest of the Agreement, valid and enforceable.
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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 August 1, 2005.
THE GLENMEDE FUND, INC.
By: /s/ ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇
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Title: President
GLENMEDE ADVISERS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
PHILADELPHIA INTERNATIONAL ADVISORS LP
By: Philadelphia International Partners LP,
its General Partner
By: ▇▇ ▇▇▇▇▇▇▇▇ Company LLC, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
its Managing Member
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