<Page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a -101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-11(c) or Rule 14a-12
THE GLENMEDE FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter Declaration of Trust)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<Page>
PRELIMINARY
THE GLENMEDE FUND, INC.
200 Clarendon Street
Boston, Massachusetts 02116
(800) 442-8299
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a special meeting of shareholders of the Core
Fixed Income Portfolio, International Portfolio, Large Cap Value Portfolio,
Strategic Equity Portfolio, and U.S. Emerging Growth Portfolio (formerly, Small
Capitalization Growth Portfolio), investment portfolios of The Glenmede Fund,
Inc. will be held on June 23, 2005 at 10:30 a.m., Eastern time, at the offices
of Glenmede Advisers, Inc., One Liberty Place, 1650 Market Street, Suite 1200,
Philadelphia, Pennsylvania 19103.
The special meeting is being held for the following purposes:
1. To approve an Amendment to the Investment Advisory Agreement for the
Core Fixed Income Portfolio.
2. To approve an Amendment to the Investment Advisory Agreement for the
Large Cap Value Portfolio.
3. To approve an Amendment to the Investment Advisory Agreement for the
Strategic Equity Portfolio.
4. To approve an Amendment to the Investment Advisory Agreement for the
International Portfolio.
5. To approve an Amendment to the Sub-Investment Advisory Agreement for
the International Portfolio.
6. To approve an Amendment to the Investment Advisory Agreement for the
U.S. Emerging Growth Portfolio.
7. To transact such other business as may properly come before the
Special Meeting or any adjournments thereof.
Shareholders of record at the close of business on April 1, 2005 are
entitled to notice of, and to vote at, the special meeting. The accompanying
Proxy Statement contains more information about the proposals referred to above.
Each shareholder is invited to attend the special meeting in person. If you
cannot be present at the meeting, we urge you to fill in, sign and promptly
return the enclosed proxy card in order that the meeting can be held and a
maximum number of shares may be voted.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. TO AVOID THE COST OF
FOLLOW UP SOLICITATION AND A POSSIBLE ADJOURNMENT, PLEASE READ THE ENCLOSED
PROXY STATEMENT AND COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS
PROMPTLY AS POSSIBLE. IT IS IMPORTANT THAT YOUR PROXY CARD BE RECEIVED BY [5:00
P.M.] EST ON [JUNE 21], 2005.
By order of the Board of Directors of The Glenmede Fund, Inc.
Michael P. Malloy
Secretary
May 20, 2005
<Page>
PRELIMINARY
THE GLENMEDE FUND, INC.
200 Clarendon Street
Boston, Massachusetts 02116
(800) 442-8299
PROXY STATEMENT
MAY 20, 2005
This Proxy Statement is furnished by The Glenmede Fund, Inc. (the
"Company") to the shareholders of its Core Fixed Income Portfolio, International
Portfolio, Large Cap Value Portfolio, Strategic Equity Portfolio, and U.S.
Emerging Growth Portfolio (formerly, Small Capitalization Growth Portfolio)
(each a "Portfolio, and together, the "Portfolios") on behalf of the Company's
Board of Directors (the "Board" or the "Directors") in connection with the
Company's solicitation of the accompanying proxy. The proxy will be voted at a
special meeting of shareholders to be held on June 23, 2005 at 10:30 a.m.,
Eastern time, at the offices of Glenmede Advisers, Inc. ("Glenmede Advisers"),
One Liberty Place, 1650 Market Street, Suite 1200, Philadelphia, Pennsylvania
19103, and at any adjournment or postponement thereof (the "Meeting"). This
Proxy Statement is being mailed to shareholders on or about May 20, 2005.
VOTING MATTERS
Only shareholders of record on April 1, 2005 (the "record date") are
entitled to be present and to vote at the Meeting. Shares of the Portfolios
issued and outstanding as of April 1, 2005 are indicated in the following table:
<Table>
<Caption>
PORTFOLIO NUMBER OF SHARES
- --------- ----------------
Core Fixed Income Portfolio 18,068,932.491
International Portfolio 82,155,809.117
Large Cap Value Portfolio 2,292,939.139
Strategic Equity Portfolio 4,280,200.579
U.S. Emerging Growth Portfolio 1,913,453.859
</Table>
Each full share is entitled to one vote and each fractional share is
entitled to a proportionate fractional vote.
A quorum for the transaction of business at the Meeting is constituted by
the presence in person or by proxy of holders of a majority of the outstanding
shares of the Portfolio. The persons named in the accompanying proxy will vote
as directed by the proxy. If a proxy is properly executed and returned
<Page>
accompanied by instructions to withhold authority, or is marked with an
abstention, the shares represented thereby will be considered to be present at
the Meeting for purposes of determining the existence of a quorum for the
transaction of business. If a proxy is signed and returned but does not give
voting directions, it will be voted for the approval of the Proposal(s)
described in this Proxy Statement applicable to the Portfolio(s) held by such
shareholder.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve the
proposal are not received, the persons named as proxies, or their substitutes,
may propose one or more adjournments of the Meeting to permit the further
solicitation of proxies. Any adjourned session or sessions may be held after the
date set for the original Meeting without notice except announcement at the
Meeting. Any such adjournment will require the affirmative vote of a majority of
those shares affected by the adjournment that are represented at the Meeting in
person or by proxy. If such a quorum is present, the persons named as proxies
will vote those proxies which they are entitled to vote FOR the proposal in
favor of such adjournment(s), and will vote those proxies required to be voted
AGAINST the proposal against any such adjournment(s). A shareholder vote may be
taken on some matters before any such adjournment(s) if a quorum is present and
sufficient votes have been received for approval.
A shareholder may revoke the accompanying proxy at any time before its use
by submitting to the Company a written revocation, by delivering a duly executed
proxy bearing a later date or by attending the Meeting and electing to vote in
person. Attendance at the Meeting alone will not serve to revoke the proxy.
PROXY SOLICITATION
The solicitation of proxies will be primarily by mail. In addition, some
officers of the Company and persons affiliated with Glenmede Advisers, may [,
without remuneration,] solicit proxies by personal interview, telephone, or
telefax. The giving of such a proxy will not affect your right to vote in person
should you decide to attend the Meeting.
All costs associated with the preparation, filing and distribution of this
Proxy Statement, the solicitation and the Meeting will be borne by the
Portfolios. Merrill Daniels, Inc. ("Merrill") has been engaged by the Company to
assist in the distribution of proxies. Glenmede Advisers has been engaged by the
Company to assist in the tabulation of proxies. The anticipated cost of the
proxy solicitation is approximately $____, of which approximately $____ will be
paid to Merrill [and $____ will be paid to Glenmede Advisers].
REPORTS TO SHAREHOLDERS
THE COMPANY PREPARES AND MAILS TO THE PORTFOLIOS' SHAREHOLDERS FINANCIAL
REPORTS ON A SEMI-ANNUAL BASIS. THE COMPANY WILL FURNISH TO SHAREHOLDERS UPON
REQUEST, WITHOUT CHARGE, COPIES OF ITS ANNUAL REPORT, CONTAINING AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED OCTOBER 31, 2004. REQUESTS FOR
SUCH ANNUAL REPORT SHOULD BE DIRECTED TO THE COMPANY AT 200 CLARENDON STREET,
BOSTON, MASSACHUSETTS 02116, OR BY CALLING, TOLL-FREE, (800) 442-8299. THE
ANNUAL REPORT IS NOT TO BE REGARDED AS A PROXY SOLICITING MATERIAL.
2
<Page>
SUMMARY OF PROPOSALS
The following table summarizes the proposals to be voted on at the Meeting
and indicates those shareholders that are being solicited with respect to each
proposal.
<Table>
<Caption>
PROPOSAL SHAREHOLDERS SOLICITED
- --------------------------------------------------------------------------------------------------------
1. To approve an Amendment to the Investment Shareholders of the Core Fixed Income Portfolio.
Advisory Agreement for the Core Fixed Income
Portfolio.
2. To approve an Amendment to the Investment Shareholders of the Large Cap Value Portfolio.
Advisory Agreement for the Large Cap Value
Portfolio.
3. To approve an Amendment to the Investment Shareholders of the Strategic Equity Portfolio.
Advisory Agreement for the Strategic Equity
Portfolio.
4. To approve an Amendment to the Investment Shareholders of the International Portfolio.
Advisory Agreement for the International
Portfolio.
5. To approve an Amendment to the Sub-Investment Shareholders of the International Portfolio.
Advisory Agreement for the International
Portfolio.
6. To approve an Amendment to the Investment Shareholders of the U.S. Emerging Growth Portfolio.
Advisory Agreement for the U.S. Emerging Growth
Portfolio.
7. To transact such other business as may Shareholders of the Portfolios, voting together or as
properly come before the Meeting. separate Portfolios as the circumstances may dictate.
</Table>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF EACH PROPOSAL.
3
<Page>
INTRODUCTION
Shareholders of the Core Fixed Income, Large Cap Value and Strategic Equity
Portfolios are being asked to approve an Amendment to the Investment Advisory
Agreement between the Company, on behalf of each such Portfolio and Glenmede
Advisers, pursuant to which each Portfolio will pay an investment advisory fee
directly to Glenmede Advisers for its investment advisory services.
Shareholders of the International Portfolio are being asked to approve (1)
an Amendment to the Investment Advisory Agreement between the Company, on behalf
of the Portfolio and Glenmede Advisers, pursuant to which the Portfolio will pay
an investment advisory fee directly to Glenmede Advisers for its investment
advisory services; and (2) an Amendment to the Portfolio's Sub-Investment
Advisory Agreement among the Company, on behalf of the Portfolio, Glenmede
Advisers and Philadelphia International Advisors, LP ("Philadelphia
International"), pursuant to which Glenmede Advisers will pay a sub-investment
advisory fee to Philadelphia International for its sub-investment advisory
services.
Shareholders of the U.S. Emerging Growth Portfolio are being asked to
approve an Amendment to the Investment Advisory Agreement between the Company,
on behalf of the Portfolio and Glenmede Advisers, pursuant to which the amount
of the fee payable by the Portfolio to Glenmede Advisers for its investment
advisory services will be increased.
If approved by shareholders, it is anticipated that the Amendments will
take effect on or about July 1, 2005.
PROPOSALS 1-3
APPROVAL OF AN AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT FOR
THE CORE FIXED INCOME, LARGE CAP VALUE AND STRATEGIC EQUITY PORTFOLIOS
Glenmede Advisers serves as the investment adviser to the Core Fixed
Income, Large Cap Value and Strategic Equity Portfolios pursuant to an
Investment Advisory Agreement between the Company, on behalf of each such
Portfolio, and Glenmede Advisers.
These Portfolios do not pay fees to Glenmede Advisers for the investment
advisory services it provides to the Portfolios under the Investment Advisory
Agreement. However, these Portfolios are currently offered only to clients of
The Glenmede Trust Company, N.A. ("Glenmede Trust"). Clients of Glenmede Trust
pay an account level fee directly to Glenmede Trust for fiduciary, trust and/or
advisory services. The maximum annual fee charged by Glenmede Trust is presently
1.00% of the client's assets under management. The actual annual fee charged by
Glenmede Trust to its clients for such services varies depending on a number of
factors, including the particular services provided to the client, but is
generally under 1.00% of the client's assets under management.
In connection with the proposed Amendment to the Investment Advisory
Agreement, Glenmede Trust currently intends to no longer charge an account level
fee on client assets invested in the Portfolios. Instead, these Portfolios will
pay an investment advisory fee directly to Glenmede Advisers for its investment
advisory services.
4
<Page>
Under the proposed Amendment to the Investment Advisory Agreement, Glenmede
Advisers would be entitled to receive directly from the Portfolios fees
calculated daily and payable monthly at the following rates:
<Table>
<Caption>
PERCENTAGE OF THE PORTFOLIO'S
PORTFOLIO AVERAGE DAILY NET ASSETS
--------- -----------------------------
Core Fixed Income Portfolio 0.35%
Large Cap Value Portfolio 0.55%
Strategic Equity Portfolio 0.55%
</Table>
The following table demonstrates for each Portfolio: (1) the actual
advisory fee paid by the Portfolio to Glenmede Advisers for the fiscal year
ended October 31, 2004; (2) the amount the Portfolio would have paid if the
proposed advisory fee had been in effect for that year; and (3) the difference
between these amounts stated as a percentage.
<Table>
<Caption>
(1) (2) (3)
PROPOSED FEES
ADVISORY FEES FOR THE
PAID FOR THE YEAR YEAR ENDED PERCENTAGE
ENDED 10/31/04 10/31/04 INCREASE
- ---------------------------------------------------------------------------------------------------
Core Fixed Income Portfolio $ 0.00 $ 668,616 100%
Large Cap Value Portfolio $ 0.00 $ 118,264 100%
Strategic Equity Portfolio $ 0.00 $ 418,133 100%
</Table>
This new arrangement and proposed Amendment will enable the Company to
offer shares of the Portfolios to shareholders regardless of whether the
shareholders have a pre-existing relationship with Glenmede Advisers or Glenmede
Trust. Since Glenmede Trust will no longer charge an account level fee on client
assets invested in these Portfolios, Glenmede Advisers does not expect the
proposal to change substantially the advisory fees paid by shareholders who are
clients of Glenmede Trust attributable to their investment in the Portfolios.
Tables to assist shareholders in understanding the effect of the proposed
investment advisory fees is presented below under "Effect of the Proposed Fees."
Other than adding an investment advisory fee and eliminating the
requirement that shareholders of these Portfolios have a pre-existing client
relationship with Glenmede Trust, the proposed Amendment makes no changes to the
terms of the Investment Advisory Agreement. A description of the terms of the
Investment Advisory Agreement is included below under "Terms of the Investment
Advisory Agreements." A copy of the Investment Advisory Agreement and form of
Amendment reflecting the proposal is attached to this Proxy Statement as Exhibit
A.
At a Board meeting held on March 3, 2005, the Board, including all of the
Directors who are not "interested persons" of the Company or Glenmede Advisers
(the "Disinterested Directors"), unanimously approved the Amendment and voted to
recommend its approval by the respective shareholders of the Core Fixed Income,
Large Cap Value and Strategic Equity Portfolios. The factors considered by the
Board in considering approval of the Amendment are described below under
"Evaluation by the Board of Directors."
5
<Page>
PROPOSALS 4-5
APPROVAL OF AMENDMENTS TO THE INVESTMENT ADVISORY AND SUB-
INVESTMENT ADVISORY AGREEMENTS FOR THE INTERNATIONAL PORTFOLIO
Glenmede Advisers serves as the investment adviser to the International
Portfolio pursuant to an Investment Advisory Agreement between the Company, on
behalf of the Portfolio, and Glenmede Advisers. Philadelphia International
serves as the Portfolio's investment sub-advisor pursuant to a Sub-Investment
Advisory Agreement among the Company, on behalf of the Portfolio, Glenmede
Advisers and Philadelphia International.
The International Portfolio does not pay a fee to Glenmede Advisers for the
investment advisory services it provides to the Portfolio under the Investment
Advisory Agreement. Similarly, neither the Portfolio nor Glenmede Advisers pays
a fee to Philadelphia International for the sub-investment advisory services
Philadelphia International provides to the Portfolio under the Sub-Investment
Advisory Agreement.
However, this Portfolio is currently offered only to clients of Glenmede
Trust. Clients of Glenmede Trust pay an account level fee directly to Glenmede
Trust for fiduciary, trust and/or advisory services. The maximum annual fee
charged by Glenmede Trust is presently 1.00% of the client's assets under
management. The actual annual fee charged by Glenmede Trust to its clients for
such services varies depending on a number of factors, including the particular
services provided to the client, but is generally under 1.00% of the client's
assets under management.
In connection with the proposed Amendment to the Investment Advisory
Agreement, Glenmede Trust currently intends to no longer charge an account level
fee on client assets invested in the International Portfolio. Instead, the
Portfolio will pay an investment advisory fee directly to Glenmede Advisers for
its investment advisory services. In turn, Glenmede Advisers will pay a
sub-investment advisory fee to Philadelphia International for its sub-investment
advisory services.
Under the proposed Amendment to the Investment Advisory Agreement, Glenmede
Advisers would be entitled to receive directly from the International Portfolio
a fee calculated daily and payable monthly at the rate of 0.75% of the
Portfolio's average daily net assets.
Under the proposed Amendment to the Sub-Investment Advisory Agreement,
Philadelphia would be entitled to receive from Glenmede Advisers a fee
calculated daily and payable monthly at the annual rate of 0.26% of the
International Portfolio's average daily net assets. This sub-investment advisory
fee would be paid out of Glenmede Advisers' proposed investment advisory fee of
0.75% of the Portfolio's average daily net assets discussed above, and would not
be an additional expense to the Portfolio or its shareholders.
6
<Page>
The following table demonstrates for the International Portfolio: (1) the
actual advisory fee paid by the Portfolio to Glenmede Advisers for the fiscal
year ended October 31, 2004; (2) the amount the Portfolio would have paid if the
proposed advisory fee had been in effect for that year; and (3) the difference
between these amounts stated as a percentage.
<Table>
<Caption>
(1) (2) (3)
ADVISORY FEES PROPOSED FEES
PAID FOR THE FOR THE
YEAR ENDED YEAR ENDED PERCENTAGE
10/31/04 10/31/04 INCREASE
- ---------------------------------------------------------------------------------------------------
International Portfolio $ 0.00 $ 8,983,469 100%
</Table>
This new arrangement and proposed Amendment to the Investment Advisory
Agreement will enable the Company to offer shares of the International Portfolio
to shareholders regardless of whether the shareholders have a pre-existing
relationship with Glenmede Advisers or Glenmede Trust. Since Glenmede Trust will
no longer charge an account level fee on client assets invested in the
Portfolio, Glenmede Advisers does not expect the proposal to change
substantially the advisory fees paid by shareholders who are clients of Glenmede
Trust attributable to their investment in the Portfolio. Tables to assist
shareholders in understanding the effect of the proposed investment advisory fee
is presented below under "Effect of the Proposed Fees."
Other than adding an investment advisory and sub-investment advisory fee,
respectively, and eliminating the requirement in the Investment Advisory
Agreement that shareholders of this Portfolio have a pre-existing client
relationship with Glenmede Trust and adding a provision to the Sub-Investment
Advisory Agreement which restricts Glenmede Advisers and Philadelphia
International from recruiting each other's employees, the proposed Amendments
make no changes to the terms of the Investment Advisory Agreement or the
Sub-Investment Advisory Agreement. Descriptions of the terms of the Investment
Advisory and Sub-Investment Advisory Agreements are included below under "Terms
of the Investment Advisory Agreements" and "Terms of the Sub-Investment Advisory
Agreement." A copy of the current Investment Advisory Agreement and form of
Amendment reflecting the proposal is attached to this Proxy Statement as Exhibit
A. A copy of the Sub-Investment Advisory Agreement and form of Amendment
reflecting the proposal is attached to this Proxy Statement as Exhibit B.
At a Board meeting held on March 3, 2005, the Board, including all of the
Disinterested Directors, unanimously approved the Amendments to the Investment
Advisory and Sub-Investment Advisory Agreements and voted to recommend their
approval by the shareholders of the International Portfolio. The factors
considered by the Board in considering approval of the respective Amendments are
described below under "Evaluation by the Board of Directors."
7
<Page>
PROPOSAL 6
APPROVAL OF AN AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT FOR
THE U.S. EMERGING GROWTH PORTFOLIO
Glenmede Advisers serves as the investment adviser to the U.S. Emerging
Growth Portfolio pursuant to an Investment Advisory Agreement between the
Company, on behalf of the Portfolio, and Glenmede Advisers. The Investment
Advisory Agreement provides that Glenmede Advisers may manage the Portfolio
directly or may select sub-advisors to manage the assets of the Portfolio.
Glenmede Advisers assumed direct management of this Portfolio effective
February 27, 2005. Prior to February 27, 2005, Glenmede Advisers monitored the
performance of Sterling Johnston Capital Management L.P. ("Sterling Johnson")
and Winslow Capital Management, Inc. ("Winslow Capital"), who each served as an
investment sub-advisor to the Portfolio pursuant to respective sub-investment
advisory agreements among the sub-advisor, the Company and Glenmede Advisers.
The Board approved the termination of the sub-investment advisory agreements
with Sterling Johnston and Winslow Capital at its December 8, 2004 Board
meeting.
Glenmede Advisers assumed direct management of the Portfolio because it
believes that the quantitative investment process developed for the Portfolio by
Glenmede Advisers would achieve strong relative and absolute performance in the
small cap growth sector of the securities market compatible with the Portfolio's
investment objective and policies. In connection with Glenmede Advisers'
assumption of direct management of the Portfolio, the Portfolio's name was
changed from Small Capitalization Growth Portfolio to U.S. Emerging Growth
Portfolio effective February 27, 2005.
Prior to assuming direct management of the Portfolio, Glenmede Advisers
received a fee calculated daily and payable monthly at the annual rate of 0.25%
of the Portfolio's average daily net assets for monitoring the performance of
the sub-advisors. Although it now manages the assets of the Portfolio directly,
Glenmede Advisers continues to receive such fee of 0.25% under the Investment
Advisory Agreement. It is proposed that the Investment Advisory Agreement be
amended to provide the Glenmede Advisers with additional compensation
commensurate with its assumption of responsibility for directly managing the
assets of the Portfolio.
For the fiscal year ended October 31, 2004, the Portfolio paid total
investment advisory and sub-advisory fees at the annual rate of 0.85% of the
average daily net assets of the Portfolio. Of this 0.85%, Glenmede Advisers was
paid 0.25% and Sterling Johnston and Winslow Capital were paid a sub-advisory
fee calculated daily and payable monthly at the annual rate of 0.60% of the
average daily net assets of the portion of the Portfolio managed by the
respective sub-advisor. Under the proposed Amendment to the Investment Advisory
Agreement, Glenmede Advisers would be entitled to receive from the Portfolio a
fee calculated daily and payable monthly at the annual rate of 0.55% of the
Portfolio's average daily net assets for providing all of the investment
advisory services to the Portfolio. This represents an increase of 0.30% in the
amount payable to Glenmede Advisers under the current Investment Advisory
Agreement. Nevertheless, it is 0.30% less than the aggregate annual investment
advisory and sub-investment advisory fees paid by the Portfolio to Glenmede
Advisers, Sterling Johnston and Winslow Capital and it is 0.05% less than the
amount paid by the Portfolio to Sterling Johnston and Winslow Capital for
providing only sub-investment advisory services.
8
<Page>
The following table demonstrates for the U.S. Emerging Growth Portfolio:
(1) the actual advisory fee paid by the Portfolio to Glenmede Advisers for the
fiscal year ended October 31, 2004; (2) the amount the Portfolio would have paid
if the proposed advisory fee had been in effect for that year; and (3) the
difference between these amounts stated as a percentage.
<Table>
<Caption>
(1) (2) (3)
ADVISORY FEES PAID
TO GLENMEDE PROPOSED FEES
ADVISERS FOR THE FOR THE
YEAR ENDED YEAR ENDED PERCENTAGE
10/31/04 10/31/04 INCREASE
- ---------------------------------------------------------------------------------------------------
U.S. Emerging Growth Portfolio $ 230,663 $ 508,057 120%
</Table>
Tables to assist shareholders in understanding the effect of the proposed
investment advisory fee is presented below under "Effect of the Proposed Fees."
Other than increasing the amount of investment advisory fee, the proposed
Amendment makes no changes to the terms of the Investment Advisory Agreement. A
summary of the terms of the Investment Advisory Agreement is included below
under "Terms of the Investment Advisory Agreements." A copy of the Investment
Advisory Agreement and form of Amendment reflecting the proposal is attached to
this Proxy Statement as Exhibit C.
At a Board meeting held on March 3, 2005, the Board, including all of the
Disinterested Directors, unanimously approved the Amendment and voted to
recommend its approval by the shareholders of the U.S. Emerging Growth
Portfolio. The factors considered by the Board in considering approval of the
Amendment are described below under "Evaluation by the Board of Directors."
9
<Page>
EFFECT OF THE PROPOSED FEES
To assist shareholders of the Portfolios in understanding the effect of the
proposed investment advisory fees on the expense of investing in shares of the
Portfolios, the following table summarizes the expenses incurred by the
Portfolios under the Investment Advisory Agreements for the fiscal year ended
October 31, 2004 and also restates these expenses to show what the expenses
would have been had the proposed fees been in effect during the same period.
<Table>
<Caption>
ANNUAL PORTFOLIO OPERATING EXPENSES
SHAREHOLDER FEES (EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO
(PAID DIRECTLY FROM YOUR INVESTMENT) ASSETS)
----------------------------------------------------------------------------------------
TOTAL
ANNUAL
PORTFOLIO
MAXIMUM INVESTMENT OTHER OPERATING
ACCOUNT FEE(1) ADVISORY FEE EXPENSES(3) EXPENSES
- --------------------------------------------------------------------------------------------------------------------------
Core Fixed Income Portfolio Current 1.00% N/A 0.19% 0.19%
PROPOSED 1.00%(2) 0.35% 0.19% 0.54%
Large Cap Value Portfolio Current 1.00% N/A 0.31% 0.31%
PROPOSED 1.00%(2) 0.55% 0.31% 0.86%
Strategic Equity Portfolio Current 1.00% N/A 0.30% 0.30%
PROPOSED 1.00%(2) 0.55% 0.30% 0.85%
International Portfolio Current 1.00% N/A 0.14% 0.14%
PROPOSED 1.00%(2) 0.75% 0.34%(5) 1.09%(5)
U.S. Emerging Growth Portfolio Current 1.00%(2) 0.25%(4) 0.37% 0.62%(4)
PROPOSED 1.00%(2) 0.55% 0.37% 0.92%
</Table>
- ----------
(1) THE "MAXIMUM ACCOUNT FEE" IN THE ABOVE TABLE IS THE CURRENT MAXIMUM ANNUAL
FEE THAT GLENMEDE TRUST OR ITS AFFILIATED COMPANIES ("AFFILIATES") WOULD CHARGE
ITS CLIENTS DIRECTLY FOR FIDUCIARY, TRUST AND/OR ADVISORY SERVICES. THE ACTUAL
ANNUAL FEES ("CLIENT FEES") CHARGED BY GLENMEDE TRUST AND AFFILIATES FOR SUCH
SERVICES VARY DEPENDING ON A NUMBER OF FACTORS, INCLUDING THE PARTICULAR
SERVICES PROVIDED TO THE CLIENT, BUT ARE GENERALLY LOWER THAN 1% OF THE CLIENT'S
ASSETS UNDER MANAGEMENT. INVESTORS ALSO MAY HAVE TO PAY VARIOUS FEES TO OTHERS
TO BECOME SHAREHOLDERS OF THE PORTFOLIOS.
(2) GLENMEDE TRUST AND ITS AFFILIATES CURRENTLY INTEND TO EXCLUDE THE PORTION OF
THEIR CLIENTS' ASSETS INVESTED IN THE CORE FIXED INCOME PORTFOLIO, INTERNATIONAL
PORTFOLIO, LARGE CAP VALUE PORTFOLIO, STRATEGIC EQUITY PORTFOLIO, AND U.S.
EMERGING GROWTH PORTFOLIO WHEN CALCULATING CLIENT FEES.
(3) "OTHER EXPENSES" INCLUDES COSTS OF ADMINISTRATION, CUSTODY, ACCOUNTING
SERVICES, AND SIMILAR EXPENSES. "OTHER EXPENSES" ALSO INCLUDES SHAREHOLDER
SERVICING FEES OF 0.10% (PAYABLE BY THE CORE FIXED INCOME PORTFOLIO), 0.20%
(PAYABLE BY THE LARGE CAP VALUE AND STRATEGIC EQUITY PORTFOLIOS), AND 0.25%
(PAYABLE BY THE U.S. EMERGING GROWTH
10
<Page>
PORTFOLIO AND, EFFECTIVE JULY 1, 2005, BY THE INTERNATIONAL PORTFOLIO) TO
GLENMEDE TRUST BASED ON THE RESPECTIVE PORTFOLIO'S AVERAGE DAILY NET ASSETS.
(4) THE INVESTMENT ADVISORY FEE AND TOTAL EXPENSES WERE RESTATED TO REFLECT
DIRECT MANAGEMENT OF THE U.S. EMERGING GROWTH PORTFOLIO BY GLENMEDE ADVISERS
EFFECTIVE FEBRUARY 27, 2005. PRIOR TO THIS DATE, THE PORTFOLIO PAID AGGREGATE
INVESTMENT ADVISORY AND SUB-ADVISORY FEES OF 0.85% OF THE PORTFOLIO'S AVERAGE
DAILY NET ASSETS AND ITS TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES WERE 1.22%.
(5) EFFECTIVE JULY 1, 2005, THE SHAREHOLDER SERVICING FEE PAYABLE BY THE
INTERNATIONAL PORTFOLIO TO GLENMEDE TRUST IS INCREASING FROM 0.05% TO 0.25% OF
THE PORTFOLIO'S AVERAGE DAILY NET ASSETS.
The following example illustrates the operating expenses you would incur as
a shareholder if you invested $10,000 in the Portfolios over the time periods
shown and you redeem all of your shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the
Portfolios' operating expenses remain the same. Although your actual costs may
be higher or lower, the example is intended to help you compare the cost of
investing in the Portfolios with the cost of investing in other mutual funds:
<Table>
<Caption>
1 3 5 10
YEAR YEARS YEARS YEARS
- -------------------------------------------------------------------------------------------
Core Fixed Current $ 19 $ 61 $ 107 $ 243
Income
Portfolio PROPOSED $ 55 $ 173 $ 302 $ 677
Large Cap Current $ 32 $ 100 $ 174 $ 393
Value Portfolio
PROPOSED $ 88 $ 274 $ 477 $ 1,061
Strategic Equity Current $ 31 $ 97 $ 169 $ 381
Portfolio
PROPOSED $ 87 $ 271 $ 471 $ 1,049
International Current $ 14 $ 45 $ 79 $ 179
Portfolio
PROPOSED $ 111 $ 347 $ 601 $ 1,329
U.S. Emerging Current $ 63 $ 199 $ 346 $ 774
Growth
Portfolio PROPOSED $ 94 $ 293 $ 509 $ 1,131
</Table>
If the proposed new investment advisory fees are approved, the expenses you
will incur as a shareholder of the Portfolio(s) will increase; however, there
will be a reduction in the fee charged by Glenmede Trust to its clients invested
in the Core Fixed Income, International, Large Cap Value, and Strategic Equity
Portfolios at the account level.
11
<Page>
TERMS OF THE INVESTMENT ADVISORY AGREEMENTS
The Investment Advisory Agreement between the Company, on behalf of each of
the Core Fixed Income (formerly, Intermediate Government Portfolio),
International, Large Cap Value (formerly, Model Equity Portfolio) and Strategic
Equity Portfolios (formerly, Equity Portfolio), and Glenmede Trust, dated
October 25, 1988, as amended, was approved by the initial shareholder of the
Core Fixed Income and International Portfolios on October 19, 1988 and the
initial shareholder of the Strategic Equity Portfolio on July 6, 1989 in
connection with each Portfolio's organization, and was last approved by the
shareholders of those Portfolios on October 30, 1989 when the shareholders
approved the Agreement's continuation for a twelve-month period. The Investment
Advisory Agreement was approved by the initial shareholder of the Large Cap
Value Portfolio on January 3, 1993 in connection with its organization. Glenmede
Advisers assumed all rights and obligations of Glenmede Trust under the
Investment Advisory Agreement, and Glenmede Trust guaranteed all obligations
incurred by Glenmede Advisers in connection with the Investment Advisory
Agreement, by Assumption and Guarantee dated as of September 1, 2000.
The Investment Advisory Agreement between the Company, on behalf of the
U.S. Emerging Growth Portfolio (formerly, Small Capitalization Growth Portfolio)
and Glenmede Trust, dated December 29, 1999, was approved by the initial
shareholder on December 28, 1999. Glenmede Advisers assumed all rights and
obligations of Glenmede Trust under the Investment Advisory Agreement, and
Glenmede Trust guaranteed all obligations incurred by Glenmede Advisers in
connection with the Investment Advisory Agreement, by Assumption and Guarantee
dated as of September 1, 2000.
Each Investment Advisory Agreement was last approved by the Board on
September 15, 2004, when the Directors approved their continuation for a twelve
month period commencing November 1, 2004.
The Investment Advisory Agreements between the Company and Glenmede
Advisers provide that Glenmede Advisers, subject to the control of the Board,
and in accordance with the investment objective, policies and limitations of the
particular Portfolio, manages each Portfolio for the period and on such terms as
set forth in such Investment Advisory Agreement. It is the responsibility of
Glenmede Advisers to manage the investment and reinvestment of the assets of the
Portfolios, to continuously review, supervise and administer the investment
program of each Portfolio and to determine in its discretion the securities to
be purchased or sold and the portion of the Portfolio to be held uninvested.
Glenmede Advisers provides the Company with records concerning Glenmede
Advisers' activities, which the Company is required to maintain, renders regular
reports to the Company's officers and the Board concerning Glenmede Advisers'
discharge of its responsibilities under the Investment Advisory Agreement, and
pays all expenses involved in the performance of its duties.
The Investment Advisory Agreements provide that Glenmede Advisers is
authorized to select the brokers that will execute the purchases and sales of
securities for the Portfolios, and is directed to use its best efforts to obtain
the best available price and most favorable execution for such purchases and
sales of securities. Subject to policies established by the Board, Glenmede
Advisers may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if
Glenmede Advisers 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 Glenmede Advisers' overall responsibilities with respect to the
Company and other accounts as to which Glenmede Advisers exercises investment
discretion.
The Investment Advisory Agreement with respect to the Core Fixed,
International, Large Cap Value and Strategic Equity Portfolios provides that the
Company pays no investment advisory fees to
12
<Page>
Glenmede Advisers for the services it renders to these Portfolios; however, each
shareholder is required to have a pre-existing relationship with Glenmede Trust
under which it provides investment advisory, personal trust, estate, custodian
or other services to such shareholder on an individual basis. The shareholder
pays a fee directly to Glenmede Trust based on the services provided on the
total assets of the shareholder managed by Glenmede Trust, including the portion
of such assets invested in the Portfolio. The Investment Advisory Agreement with
respect to the U.S. Emerging Growth Portfolio provides that the Company pays
Glenmede Advisers a fee computed daily and paid monthly at an annual rate of
0.25% of the average daily net assets of the Portfolio.
The Investment Advisory Agreements provide that Glenmede Advisers shall not
be liable to the Portfolios or any shareholder for anything done or omitted by
it in the course of or in connection with rendering services under the
Investment Advisory Agreements, including, without limitation, for any losses
that may be sustained in the purchase, holding, redemption or sale of securities
on behalf of the Portfolio, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, reckless disregard of its obligations
and duties imposed upon it by the Investment Advisory Agreement or breach of
fiduciary duty with respect to receipt of compensation for services rendered.
If approved by the shareholders at this Meeting, the Investment Advisory
Agreements, as amended, will extend until October 31, 2005, and thereafter each
shall continue in effect for successive one-year terms ending on October 31 of
each year if specifically approved at least annually (i) by the vote of a
majority of the Directors who are not parties to the Investment Advisory
Agreement or "interested persons" (as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) of any such party, and (ii) by
the Board or by a vote of a majority of the outstanding shares of the Portfolio.
The Investment Advisory Agreements provide for termination automatically upon
assignment and each is terminable at any time without penalty by the Directors
or by a vote of a majority of the Portfolio's outstanding shares, on 60 days'
written notice to Glenmede Advisers or by Glenmede Advisers on 90 days' written
notice to the Company.
TERMS OF THE SUB-INVESTMENT ADVISORY AGREEMENT
The Sub-Investment Advisory Agreement among the Company, on behalf of the
International Portfolio, Glenmede Advisers and Philadelphia International, dated
January 1, 2002, was approved by shareholders on December 20, 2001 in connection
with the appointment of Philadelphia International as the Portfolio's
sub-adviser. The Sub-Investment Advisory Agreement provides that Philadelphia
International, subject to the control of the Board and Glenmede Advisers, and in
accordance with the investment objective, policies and limitations of the
Portfolio, manages the Portfolio for the period and on such terms as set forth
in the Sub-Investment Advisory Agreement. It is the responsibility of
Philadelphia International to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio assets to be
held uninvested. Philadelphia International is required to provide the Company
and Glenmede Advisers with records concerning Philadelphia International's
activities, which the Company and Glenmede Advisers are required to maintain,
and to render regular reports to the Company's officers and Board of Directors
and Glenmede Advisers concerning Philadelphia International's discharge of the
responsibilities under the Sub-Investment Advisory Agreement.
The Sub-Investment Advisory Agreement provides that Philadelphia
International is authorized to select the brokers that will execute the
purchases and sales of securities for the Portfolio, and is directed to use its
best efforts to obtain the best available price and most favorable execution for
such purchases and
13
<Page>
sales of securities. Subject to policies established by the Board, Philadelphia
International may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if Philadelphia International 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 Philadelphia International's overall
responsibilities with respect to the Company and other accounts as to which
Philadelphia International exercises investment discretion.
The Sub-Investment Advisory Agreement provides that the Company pays no fee
to Philadelphia International for its sub-advisory services to the Portfolio.
The Sub-Investment Advisory Agreement provides that Philadelphia
International shall not be liable to the Company, any shareholder of the Company
or to Glenmede Advisers for anything done or omitted by it in the course of, or
connected with, rendering services under the Sub-Investment Advisory Agreement,
including, but without limitation, for any losses that may be sustained in the
purchase, holding, redemption or sale of securities on behalf of the Portfolio,
except acts or omissions involving willful misfeasance, bad faith, gross
negligence, reckless disregard of its obligations and duties imposed upon it by
the Sub-Investment Advisory Agreement or breach of fiduciary duty with respect
to receipt of compensation for services rendered.
If approved by the shareholders at this Meeting, the Sub-Investment
Advisory Agreement, as amended, will extend until October 31, 2005, and
thereafter shall continue in effect for successive one-year terms ending on
October 31 of each year if specifically approved at least annually (i) by the
vote of a majority of the Directors who are not parties to the Sub-Investment
Advisory Agreement or "interested persons" (as that term is defined in the 1940
Act, as amended) of any such party, and (ii) by the Board or by a vote of a
majority of the outstanding shares of the Portfolio. The Sub-Investment Advisory
Agreement provides for termination automatically upon assignment and is
terminable at any time without penalty by the Directors or by a vote of a
majority of the Portfolio's outstanding shares, on 60 days' written notice to
Philadelphia International or by Philadelphia International on 90 days' written
notice to the Company.
EVALUATION BY THE BOARD OF DIRECTORS
At a Board meeting held on March 3, 2005, the Board, including all the
Disinterested Directors, approved Amendments to the Investment Advisory
Agreements for the Core Fixed Income Portfolio, International Portfolio, Large
Cap Value Portfolio, Strategic Equity Portfolio, and U.S. Emerging Growth
Portfolio and the Sub-Investment Advisory Agreement for the International
Portfolio, and voted to recommend approval by the respective Portfolio's
shareholders.
In determining whether to approve the Amendments to the Investment Advisory
Agreements and the Sub-Investment Advisory Agreement and to recommend the
approval of such Amendments to shareholders, the Board, including all of the
Disinterested Directors, reviewed and considered, among other items: (1) a
memorandum from independent counsel setting forth the Board's fiduciary duties
and responsibilities under the 1940 Act and Maryland law and the factors the
Board should consider in their evaluation of the Amendments to Investment
Advisory Agreements and the Sub-Investment Advisory Agreement; (2) a Morningstar
Associates LLC ("Morningstar") report comparing the performance of each
Portfolio to the performance of its applicable benchmark indices and peer group;
and (3) a Lipper Inc. ("Lipper") report comparing each Portfolio's advisory fees
and expenses to those of its peer group. The Board also discussed and
considered, with the assistance of independent counsel, reports of and
presentations by Glenmede Advisers and Philadelphia International that
described: (i) the nature, extent
14
<Page>
and quality of Glenmede Advisers' and Philadelphia International's services
provided to their respective Portfolios; (ii) descriptions of the experience and
qualifications of the personnel providing those services; (iii) their investment
philosophies and processes; (iv) their assets under management and client
description; (v) their soft dollar commission and trade allocation policies,
including information on the types of research and services obtained in
connection with soft dollar commissions; (vi) the current advisory fee
arrangements with the Company and other similarly managed clients; (vii)
compliance procedures; and (viii) Glenmede Advisers' financial information,
insurance coverage, and profitability analysis related to providing advisory
services to the Portfolios.
After discussion, the Board concluded that Glenmede Advisers had the
capabilities, resources and personnel necessary to manage each Portfolio. The
Board also concluded that Philadelphia International had the capabilities,
resources, and personnel necessary to sub-advise the International Portfolio.
The Board further concluded that based on the services that Glenmede Advisers
and Philadelphia International provide to the Portfolios pursuant to the
Investment Advisory and Sub-Investment Advisory Agreements and the expenses
incurred by them in the performance of such services, the proposed compensation
payable to Glenmede Advisers and Philadelphia International is fair and
equitable.
In reaching these conclusions, the Board did not identify any single factor
as determinative or controlling. Among the factors considered, the Board
examined the nature, extent and quality of services provided to each Portfolio
under the Investment Advisory and Sub-Advisory Agreements, and the quality of
Glenmede Advisers' and Philadelphia International's professional portfolio
management teams. The Board discussed its on-going dealings and the Company's
relationship with Glenmede Advisers and Philadelphia International, noting that
Glenmede Advisers and Philadelphia International had consistently demonstrated
their commitment to the interests of the Portfolios' shareholders, communicated
well with the Board, and cooperated in all respects to the Board's requests for
information. The Board also noted its confidence in Glenmede Advisers' and
Philadelphia International's compliance programs. The Board discussed the
experience and qualifications of each portfolio manager, and in particular
expressed its confidence in the leadership of Glenmede Advisers' and
Philadelphia International's investment management teams.
In reaching these conclusions, the Board also considered the proposed
advisory fees to be paid by each Portfolio and the comparative cost of similar
services being paid by other funds. The Board reviewed and discussed the
comparative information prepared by Lipper presented in the Board materials. The
Board noted that based on the Lipper information provided, the proposed advisory
fee of 0.35% of the Core Fixed Income Portfolio's average daily net assets was
below both the median fee of 0.398% and average fee of 0.418% paid by comparable
funds. The Board noted that the proposed advisory fee of 0.75% of the
International Portfolio's average daily net assets was below both the median fee
of 0.800% and average fee of 0.783% paid by comparable funds. The Board noted
that the proposed advisory fee of 0.55% of the Large Cap Value Portfolio's
average daily net assets was below both the median fee of 0.601% and average fee
of 0.617% paid by comparable funds. The Board noted that the proposed advisory
fee of 0.55% of the Strategic Equity Portfolio's average daily net assets was
below both the median fee of 0.600% and average fee of 0.614% paid by comparable
funds. Finally, the Board noted that the proposed advisory fee of 0.55% of the
U.S. Emerging Growth Portfolio's average daily net assets was below both the
median fee of 0.750% and average fee of 0.743% paid by comparable funds. With
respect to the U.S. Emerging Growth Portfolio, the Board also considered that
the proposed fee of 0.55% to be paid to Glenmede Advisers for managing the
Portfolio directly was less than the 0.60% paid by the Portfolio to the former
sub-advisors of the Portfolio and less than the total aggregate investment
advisory and sub-advisory fees of 0.85% paid by the Portfolio in 2004. The Board
also considered that the level of each proposed advisory and sub-advisory fee is
reasonable as compared to Glenmede Advisers' and Philadelphia International's
other similarly managed mutual fund clients.
15
<Page>
The Board also considered the proposed total annual portfolio operating
expenses to be paid by each Portfolio and the total annual portfolio operating
expenses being paid by other comparable funds. The Board noted that based on the
Lipper information provided, the proposed total annual portfolio operating
expenses of 0.54% of the Core Fixed Income Portfolio's average daily net assets
was below both the median expenses of 0.76% and average expenses of 0.715% paid
by comparable funds. The Board noted that the proposed total annual portfolio
operating expenses of 1.09% of the International Portfolio's average daily net
assets was below both the median expenses of 1.245% and average expenses of
1.32% paid by comparable funds. The Board noted that the proposed total annual
portfolio operating expenses of 0.86% of the Large Cap Value Portfolio's average
daily net assets was below both the median expenses of 1.00% and average
expenses of 1.028% paid by comparable funds. The Board noted that the proposed
total annual portfolio operating expenses of 0.85% of the Strategic Equity
Portfolio's average daily net assets was below both the median expenses of 0.96%
and average expenses of 0.967% paid by comparable funds. Finally, the Board
noted that the proposed total annual portfolio operating expenses of 0.92% of
the U.S. Emerging Growth Portfolio's average daily net assets was below both the
median expenses of 1.197% and average expenses of 1.162% paid by comparable
funds.
The Board determined that, based on such considerations, each proposed
advisory and sub-advisory fee was reasonable in relation to the services
provided and as compared to the cost of similar services being paid by other
similarly managed mutual fund clients of Glenmede Advisers and Philadelphia
International and by other comparable funds.
The Board also considered the investment performance of each Portfolio. The
Board discussed the information obtained from Morningstar presented in the Board
materials which compared each Portfolio's performance against a benchmark index
and ranked each Portfolio's performance against other mutual funds in its peer
group.
The Board noted that historically, the International and Large Cap Value
Portfolios have consistently outperformed their respective benchmarks and peers,
and determined that the investment performance of each Portfolio would support
approval of Glenmede Advisers' proposed advisory fees and the proposed
sub-advisory fee payable by Glenmede Advisers to Philadelphia International. The
Board particularly noted the five Star Morningstar rating of the Large Cap Value
Portfolio for its performance over the three year period.
The Board reviewed the significant improvement in the performance of the
Strategic Equity Portfolio and concluded that its recent strong performance and
the Board's confidence in Glenmede Advisers' quantitative investment approach
would support approval of Glenmede Advisers' proposed advisory fee.
The Board noted that the Core Fixed Income Portfolio had slightly
underperformed its benchmark historically, but acknowledged that Glenmede
Advisers attributed this underperformance to its commitment to investing in high
credit quality issuers, and noted that the market favored peers that invested in
high risk, high return securities. The Board weighed the Portfolio's high
Morningstar rating, competitive return and favorable risk profile, and
determined that the Portfolio's performance would support approval of Glenmede
Advisers' proposed advisory fee.
The Board discussed its approval of Glenmede Advisers' direct management of
the U.S. Emerging Growth Portfolio. The Board discussed Glenmede Advisers'
experience in developing a quantitative investment process, the impressive
performance of the Large Cap 100 and Large Cap Growth Portfolios managed by
Glenmede Advisers since those Portfolios' inception in 2004 using a quantitative
investment process. The Board determined that Glenmede Advisers' experience and
performance managing these other funds would support approval of Glenmede
Advisers' proposed advisory fee.
16
<Page>
The Board also considered Glenmede Advisers' profitability analysis, and
determined that the expected profit to Glenmede Advisers for advisory services
based on the proposed fees and Glenmede Trust for shareholder servicing was
reasonable. The Board also considered that the proposed sub-advisory fee would
have no material impact on Philadelphia International's profitability. The Board
noted that since the investment advisory fees do not have breakpoints, there
would be no economies of scale for those fees as the Portfolios' assets
increase. With respect to its evaluation of the proposed Amendment to the
Sub-Investment Advisory Agreement, economies of scale were not considered
relevant because the sub-advisory fee would be paid by Glenmede Advisers, not
the International Portfolio or its shareholders, and therefore would have no
impact on the International Portfolio's expense ratio.
Based on the foregoing considerations, the Board believes that the terms of
the Amendment to each Investment Advisory Agreement and Sub-Investment Advisory
Agreement are fair to, and in the best interests of, the respective Portfolio
and its shareholders and recommends that the shareholders approve the Amendments
to the Investment Advisory Agreements and Sub-Investment Advisory Agreement.
RECOMMENDATIONS AND REQUIRED VOTES
As provided in the 1940 Act, approval of Proposals 1-6 by the respective
shareholders of the Core Fixed Income, Large Cap Value, Strategic Equity,
International and U.S. Emerging Growth Portfolios requires an affirmative vote
of the lesser of (i) 67% or more of the respective Portfolio's shares present at
the Meeting if more than 50% of the outstanding shares of the respective
Portfolio are present, or (ii) more than 50% of the outstanding shares of the
respective Portfolio. Shares represented by proxies that reflect abstentions or
broker "non-votes" (i.e., proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be counted as shares
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. Abstentions and broker "non-votes" have the same
effect as casting a vote against Proposals 1-6.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE CORE FIXED INCOME PORTFOLIO
VOTE "FOR" THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT IN PROPOSAL 1.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE LARGE CAP VALUE PORTFOLIO
VOTE "FOR" THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT IN PROPOSAL 2.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE STRATEGIC EQUITY PORTFOLIO
VOTE "FOR" THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT IN PROPOSAL 3.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE INTERNATIONAL PORTFOLIO VOTE
"FOR" THE AMENDMENTS TO THE INVESTMENT ADVISORY AND SUB-INVESTMENT ADVISORY
AGREEMENTS IN PROPOSALS 4-5.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE U.S. EMERGING GROWTH
PORTFOLIO VOTE "FOR" THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT IN
PROPOSAL 6.
17
<Page>
18
<Page>
ADDITIONAL INFORMATION
SHARE OWNERSHIP INFORMATION
5% BENEFICIAL OWNERSHIP INFORMATION. As of April 1, 2005 the following
persons or entities owned beneficially 5% or more of the outstanding shares of
each Portfolio:
CORE FIXED INCOME PORTFOLIO:
<Table>
<Caption>
PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS * NUMBER OF SHARES SHARES OF THE PORTFOLIO
- ----------------- ---------------- -------------------------
The Pew Memorial Trust 4,838,587.748 26.78%
Whelen Engineering PSP 1,011,052.755 5.60%
Medical Trust 1,009,814.630 5.59%
</Table>
INTERNATIONAL PORTFOLIO:
<Table>
<Caption>
PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS * NUMBER OF SHARES SHARES OF THE PORTFOLIO
- ----------------- ---------------- -------------------------
The Pew Memorial Trust 18,677,173.940 22.73%
</Table>
LARGE CAP VALUE PORTFOLIO:
<Table>
<Caption>
PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS * NUMBER OF SHARES SHARES OF THE PORTFOLIO
- ----------------- ----------------- -------------------------
Transplant Foundation 443,720.908 19.35%
Delaware Museum of Natural History 243,951.724 10.64%
The Glenmede Corporation Retirement Plan 225,893.206 9.85%
MC SPCA Unrestricted Equity 209,724.867 9.15%
The Glenmede Corporation 165,558.293 7.22%
</Table>
STRATEGIC EQUITY PORTFOLIO:
<Table>
<Caption>
PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS * NUMBER OF SHARES SHARES OF THE PORTFOLIO
- ----------------- ---------------- -------------------------
The Glenmede Corporation Retirement Plan 269,628.397 6.30%
</Table>
U.S. EMERGING GROWTH PORTFOLIO:
<Table>
<Caption>
PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS * NUMBER OF SHARES SHARES OF THE PORTFOLIO
- ----------------- ---------------- -----------------------
None -- --
</Table>
* The principal address of each person is c/o Glenmede Trust, One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, PA 19103.
According to information available to the Company, no other person owned
beneficially 5% or more of the outstanding shares of the Portfolios on the
record date.
19
<Page>
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS. As of April 1, 2005, the
Directors and officers of the Company owned less than 1% of outstanding shares
of each Portfolio.
INFORMATION ABOUT GLENMEDE ADVISERS
Glenmede Advisers, with principal offices at One Liberty Place, 1650 Market
Street, Suite 1200, Philadelphia, Pennsylvania 19103, currently serves as the
investment advisor to the Portfolios. Glenmede Advisers became the investment
advisor to the Portfolios on September 1, 2000. Prior thereto, investment
advisory services were provided by Glenmede Trust. As of September 1, 2000,
Glenmede Advisers assumed all rights and obligations of Glenmede Trust under the
Portfolios' Investment Advisory Agreements, and Glenmede Trust guaranteed all
obligations incurred by Glenmede Advisers in connection with those agreements.
As of April 1, 2005, Glenmede Advisers and its affiliated companies had over
$15.4 billion in assets in the accounts for which they serve in various
capacities including as executor, trustee or investment advisor.
The names and positions with Glenmede Advisers of the principal executive
officers and each director of Glenmede Advisers are as follows. The address for
each is c/o Glenmede Advisers, One Liberty Place, 1650 Market Street, Suite
1200, Philadelphia, PA 19103.
<Table>
<Caption>
NAME POSITION WITH GLENMEDE ADVISERS
- ---- -------------------------------
Albert E. Piscopo Director, President and Chief Executive Officer
James R. Belanger Director, Senior Vice President, Corporate Counsel
and Managing Director of Business Assurance
Laura Williamson Director, Senior Vice President, Chief Financial
Officer and Treasurer
Mary Ann B. Wirts Director and First Vice President
Gordon Fowler Senior Vice President
Robert J. Mancuso First Vice President
Stephen J. Mahoney First Vice President
Stephen R. Point First Vice President
Anthony K. Iuliano First Vice President
Laura A. LaRosa First Vice President
George F. Foley First Vice President
Vladimir de Vassal First Vice President
Scott W. McGough First Vice President
Kimberly C. Osborne Vice President
Rosemarie J. Kane Vice President
Christopher J. Colarik Vice President
Eric H. Hagar Vice President
John R. Kichula Vice President
Cynthia Axelrod Vice President
Andrew E. Fulton Vice President
R. Bradford Hoopman Vice President
John Thomas Vice President
Paul T. Sullivan Vice President
Anthony W. Godonis Vice President
Michael C. Crow Investment Officer
</Table>
Glenmede Advisers is a wholly-owned subsidiary of Glenmede Trust. Glenmede
Trust, a nationally chartered trust company, provides fiduciary and investment
services to endowment funds,
20
<Page>
foundations, employee benefit plans, and other institutions and individuals.
Glenmede Trust is a wholly-owned subsidiary of Glenmede Corporation. Glenmede
Trust and Glenmede Corporation are located at One Liberty Place, 1650 Market
Street, Suite 1200, Philadelphia, Pennsylvania 19103.
The following Director and officers of the Company hold positions with the
Glenmede Advisers or its affiliates:
<Table>
<Caption>
POSITION WITH
THE GLENMEDE FUND, POSITION WITH GLENMEDE ADVISERS OR ITS
NAME INC. AFFILIATES
- ---- ------------------ --------------------------------------
G. Thompson Pew, Jr. Director Trustee of The Glenmede Portfolios; Director, Member
of the Relationship Oversight Committee and Chair of
the Compensation Committee of Glenmede Trust.
Mary Ann B. Wirts President and President and Treasurer of The Glenmede Portfolios;
Treasurer First Vice President and Managing Director of Fixed
Income Division of Glenmede Trust and Glenmede
Advisers.
Kimberly C. Osborne Executive Vice Executive Vice President of The Glenmede Portfolios;
President Vice President of Glenmede Trust and Glenmede
Advisers.
</Table>
The Director and officers of the Company listed above and John W. Church,
Jr., a Director of the Company, are shareholders of the Glenmede Corporation, of
which Glenmede Advisers is a subsidiary.
INFORMATION REGARDING OTHER INVESTMENT PORTFOLIOS ADVISED BY GLENMEDE ADVISERS
In addition to serving as investment advisor to the Portfolios, Glenmede
Advisers also currently serves as the investment advisor to the Government Cash,
Large Cap 100, Large Cap Growth, Small Cap Equity (Advisor Shares and
Institutional Shares) and Tax-Exempt Cash Portfolios, investment portfolios of
the Company, and Muni Intermediate and New Jersey Muni Portfolios, investment
portfolios of The Glenmede Portfolios. The following table contains information
about assets and compensation paid by these other investment portfolios that
have similar investment objectives as the Portfolios to Glenmede Advisers as of
April 1, 2005.
<Table>
<Caption>
ANNUAL RATE OF COMPENSATION RECEIVED
NET ASSETS MANAGED BY BY GLENMEDE ADVISERS AS A PERCENTAGE
PORTFOLIO GLENMEDE ADVISERS OF AVERAGE DAILY NET ASSETS
--------- --------------------- ------------------------------------
Large Cap 100 Portfolio $ 32,796,975 0.55%
Large Cap Growth Portfolio $ 11,827,695 0.55%
Small Cap Equity Portfolio
(Advisor Shares) $ 254,194,391 0.55%
Small Cap Equity Portfolio
(Institutional Shares) $ 1,031,000 0.55%
</Table>
21
<Page>
OTHER SERVICES PROVIDED BY THE COMPANY TO THE PORTFOLIOS
The Company has adopted a Shareholder Servicing Plan (the "Plan") whereby
each of the Core Fixed Income, International, Large Cap, Strategic Equity and
U.S. Emerging Growth Portfolios may pay a fee to broker/dealers, banks and other
financial institutions (including Glenmede Trust) that are the dealers of record
or holders of record or which have a servicing relationship ("Servicing Agents")
with the beneficial owners of shares in each of the Core Fixed Income,
International, Large Cap, Strategic Equity and U.S. Emerging Growth Portfolios.
Under the Plan, Servicing Agents enter into Shareholder Servicing Agreements
(the "Agreements") with the Company. Pursuant to such Agreements, Servicing
Agents provide shareholder support services to their customers who beneficially
own shares of each of the Portfolios. The fee, which is at the annual rate of
0.10% for the Core Fixed Income Portfolio; 0.20% for the Large Cap Value
Portfolio and Strategic Equity Portfolio; and 0.25% for the U.S. Emerging Growth
Portfolio, is computed monthly and is based on the average daily net assets of
the shares beneficially owned by customers of such Servicing Agents. For the
fiscal year ended October 31, 2004, the Core Fixed Income, Large Cap Value,
Strategic Equity, and U.S. Emerging Growth Portfolios paid $174,944, $37,535,
$130,079, and $230,936, respectively, in shareholder servicing fees to Glenmede
Trust pursuant to the Plan.
The International Portfolio currently pays a fee rate of 0.05% to the
Servicing Agents for shareholder services under the Plan and related Agreement.
For the fiscal year ended October 31, 2004, the Portfolio paid $598,912 in
shareholder servicing fees to Glenmede Trust pursuant to the Plan. At the March
3, 2005 Board meeting, the Board approved an increase in the shareholder
servicing fee payable by the International Portfolio to Glenmede Trust from
0.05% to 0.25% of the Portfolio's average daily net assets, effective July 1,
2005.
It is expected that the Glenmede Trust will continue to provide these
services to the Portfolios after the Meeting.
All information contained in this Proxy Statement about Glenmede Advisers
and Glenmede Trust has been provided by Glenmede Advisers and Glenmede Trust,
respectively.
INFORMATION ABOUT PHILADELPHIA INTERNATIONAL
Philadelphia International, with principal offices at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, PA 19103, is the sub-advisor to
the International Portfolio. Philadelphia International was formed on September
21, 2001 as a limited partnership to provide investment advisory services
related to international equity investments. As of April 1, 2005, Philadelphia
International had approximately $5.6 billion of assets under management.
The partners in Philadelphia International and their respective interests
in the partnership as of April 1, 2005 are as follows:
<Table>
<Caption>
NAME* OWNERSHIP STATUS
----- ----------------
Glenmede Trust Limited Partner
Philadelphia International General Partner
Partners LP**
</Table>
22
<Page>
* The primary business address of each person is One Liberty Place, 1650 Market
Street, Suite 1200, Philadelphia, PA 19103.
** Andrew B. Williams, James S. Lobb, Robert C. Benthem de Grave, Frederick B.
Herman, Peter W. O'Hara, Scott E. Decatur, Christopher S. Delpi, Wei Huang, Kent
E. Weaver, and Thomas R. Angers are the limited partners in Philadelphia
International Partners LP. AB Williams Company LLC is the general partner in
Philadelphia International Partners LP.
23
<Page>
PRINCIPAL EXECUTIVE OFFICERS OF PHILADELPHIA INTERNATIONAL
<Table>
<Caption>
NAME* POSITIONS AND OFFICES WITH PHILADELPHIA INTERNATIONAL
----- -----------------------------------------------------
Andrew B. Williams President, Chief Executive Officer and Chief Investment Officer
James S. Lobb Managing Director
</Table>
* The principal business address of each person is One Liberty Place, 1650
Market Street, Suite 1200, Philadelphia, PA 19103.
As of April 1, 2005, no Director or officer of the Company was an officer,
employee, director, general partner or shareholder of Philadelphia
International.
INFORMATION REGARDING OTHER INVESTMENT PORTFOLIOS ADVISED BY PHILADELPHIA
INTERNATIONAL
In addition to serving as sub-investment advisor to the International
Portfolio, Philadelphia International also currently serves as the investment
advisor to the Institutional International Portfolio, an investment portfolio of
the Company, and sub-investment advisor of the International Equity Fund, a
series of AB Funds Trust. The following table contains information about assets
and compensation paid by the other investment portfolios that have similar
investment objectives as the International Portfolio to Philadelphia
International as of April 1, 2005.
<Table>
<Caption>
NET ASSETS MANAGED BY ANNUAL RATE OF COMPENSATION RECEIVED
PHILADELPHIA BY PHILADELPHIA INTERNATIONAL AS A
PORTFOLIO INTERNATIONAL PERCENTAGE OF AVERAGE DAILY NET ASSETS
--------- --------------------- --------------------------------------
Institutional International Portfolio $ 543,025,132 0.75%(1)
of Glenmede Fund
International Equity Fund of AB Funds $ 152,317,951(2) 0.40% of the first $100,000,000
Trust 0.35% of the next $100,000,000
0.30% of assets over $200,000,000%(3)
</Table>
(1) PHILADELPHIA INTERNATIONAL HAS AGREED TO WAIVE ITS FEES WITH RESPECT TO THE
INSTITUTIONAL INTERNATIONAL PORTFOLIO TO THE EXTENT NECESSARY TO ENSURE THAT THE
PORTFOLIO'S ANNUAL TOTAL OPERATING EXPENSES WOULD NOT EXCEED 1.00% OF THE
PORTFOLIO'S AVERAGE NET ASSETS.
(2) PHILADELPHIA INTERNATIONAL IS CURRENTLY ONE OF SEVEN SUB-ADVISERS TO THE
INTERNATIONAL EQUITY FUND. THE NET ASSETS SHOWN ABOVE WERE THOSE MANAGED BY
PHILADELPHIA INTERNATIONAL AS OF APRIL 1, 2005.
(3) THE ADVISORY FEE SHOWN ABOVE IS CURRENTLY PAID TO PHILADELPHIA INTERNATIONAL
FOR MANAGING A PORTION OF THE INTERNATIONAL EQUITY FUND AND IS EXPRESSED AS A
PERCENTAGE OF THE AVERAGE DAILY NET ASSETS MANAGED BY PHILADELPHIA
INTERNATIONAL. THE INTERNATIONAL EQUITY FUND PAYS MONTHLY AGGREGATE ADVISORY FEE
TO ITS ADVISER, SBC FINANCIAL SERVICES, INC. ("SBC") AND ITS SUB-ADVISERS,
INCLUDING THE FEE PAID TO PHILADELPHIA INTERNATIONAL SHOWN ABOVE, AT THE ANNUAL
PERCENTAGE OF 0.98% OF ITS AVERAGE DAILY NET ASSETS. SBC HAS AGREED, THROUGH
APRIL 30, 2006, TO WAIVE FEES AND REIMBURSE EXPENSES OF THE GS2 CLASS,GS4 CLASS,
GS6 CLASS, AND GS8 CLASS OF THE INTERNATIONAL EQUITY FUND WHICH EXCEED, IN THE
AGGREGATE, THE ANNUAL PERCENTAGE RATE OF THE CLASS' AVERAGE DAILY NET ASSETS
RESPECTIVELY AS FOLLOWS: GS2 CLASS: 0.97%; GS4 CLASS: 1.15%; GS6: 1.50%, AND GS8
CLASS: 1.80%.
24
<Page>
All information contained in this Proxy Statement about Philadelphia
International has been provided by Philadelphia International.
INFORMATION ABOUT OTHER SERVICE PROVIDERS
Investors Bank & Trust Company serves as the administrator, transfer agent,
dividend-paying agent and custodian for the Portfolios. The address of Investors
Bank & Trust Company is 200 Clarendon Street, Boston, Massachusetts 02116.
Quasar Distributors, LLC, serves as the distributor of the Portfolios'
shares. The address of Quasar Distributors, LLC is 615 East Michigan Street,
Milwaukee, Wisconsin 53202.
PORTFOLIO TRANSACTIONS
During the period from November 1, 2003 through October 31, 2004, brokerage
transactions were not placed with any person affiliated with the Portfolios, the
Company, Glenmede Advisers, Glenmede Trust, Investors Bank & Trust Company or
Quasar Distributors, LLC.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Company is not
required to, nor does it intend to, hold regular annual meetings of
shareholders. Any shareholders who wish to submit proposals for consideration at
a subsequent shareholder meeting should submit written proposals to the Company
at 200 Clarendon Street, LEG 13, Boston, Massachusetts 02116 so that the
proposals are received within a reasonable period of time before the Company
begins to print and mail its proxy materials. Timely submission of a proposal
does not guarantee its consideration at the meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Company's management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the meeting requiring a vote of
shareholders, including any question as to an adjournment of the Meeting, the
persons named in the accompanying proxy will vote thereon according to their
best judgment in the interests of the Portfolios.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN THE CARD IN THE ENCLOSED
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE BY [5:00 P.M.] ON [JUNE 21], 2005.
May 20, 2005
25
<Page>
FORM OF PRELIMINARY
PROXY CARD
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS PROXY CARD, SIGN IT BELOW, AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR VOTE IS IMPORTANT.
Control Number: xxxxxxxxxxxx
PROXY SOLICITED ON BEHALF OF
THE DIRECTORS OF THE GLENMEDE FUND, INC.
FOR THE
CORE FIXED INCOME PORTFOLIO, INTERNATIONAL PORTFOLIO, LARGE CAP
VALUE PORTFOLIO, STRATEGIC EQUITY PORTFOLIO, AND U.S. EMERGING
GROWTH PORTFOLIO
The undersigned hereby appoints Mary Ann B. Wirts and Kimberly C. Osborne,
and each of them, attorneys and proxies for the undersigned, with full power of
substitution to represent the undersigned and to vote on behalf of the
undersigned all shares of Core Fixed Income Portfolio, International Portfolio,
Large Cap Value Portfolio, Strategic Equity Portfolio, and/or U.S. Emerging
Growth Portfolio, series of The Glenmede Fund, Inc. (the "Portfolios"), which
the undersigned is entitled to vote at the special meeting of shareholders of
the Portfolios to be held on June 23, 2005 at 10:30 a.m., Eastern time, at the
offices of Glenmede Advisers, Inc., One Liberty Place, 1650 Market Street, Suite
1200, Philadelphia, Pennsylvania 19103, and at any adjournments or postponements
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and accompanying Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the meeting. A majority of the proxies present and acting at the meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power of authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
NOTE: Please sign exactly as your name
appears on this Proxy Card. If joint
owners, EITHER may sign this Proxy
Card. When signing as attorney,
executor, administrator, trustee,
guardian or corporate officer, please
give full title.
Date , 2005
Signature(s), (Title(s), if applicable)
I PLAN/DO NOT PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS ON JUNE 23,
2005.
<Page>
PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW. THIS
PROXY CARD, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
SHAREHOLDER AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE FOR THE PROPOSAL(S) BELOW APPLICABLE TO THE PORTFOLIO(S) HELD
BY SUCH SHAREHOLDER. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE
PROPOSALS.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE "FOR" EACH
PROPOSAL.
ONLY SHAREHOLDERS OF THE CORE FIXED INCOME PORTFOLIO MAY VOTE ON THE FOLLOWING
PROPOSAL:
1. To approve an Amendment to the Investment Advisory Agreement for the Core
Fixed Income Portfolio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
ONLY SHAREHOLDERS OF THE LARGE CAP VALUE PORTFOLIO MAY VOTE ON THE FOLLOWING
PROPOSAL:
2. To approve an Amendment to the Investment Advisory Agreement for the Large
Cap Value Portfolio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
ONLY SHAREHOLDERS OF THE STRATEGIC EQUITY PORTFOLIO MAY VOTE ON THE FOLLOWING
PROPOSAL:
3. To approve an Amendment to the Investment Advisory Agreement for the
Strategic Equity Portfolio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
ONLY SHAREHOLDERS OF THE INTERNATIONAL PORTFOLIO MAY VOTE ON THE FOLLOWING
PROPOSAL:
4. To approve an Amendment to the Investment Advisory Agreement for the
International Portfolio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
ONLY SHAREHOLDERS OF THE INTERNATIONAL PORTFOLIO MAY VOTE ON THE FOLLOWING
PROPOSAL:
5. To approve an Amendment to the Sub-Investment Advisory Agreement for the
International Portfolio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<Page>
ONLY SHAREHOLDERS OF THE U.S. EMERGING GROWTH PORTFOLIO MAY VOTE ON THE
FOLLOWING PROPOSAL:
6. To approve an Amendment to the Investment Advisory Agreement for the U.S.
Emerging Growth Portfolio.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
<Page>
INDEX OF EXHIBITS
Exhibit A: Investment Advisory Agreement between the Company, on behalf of
the Core Fixed Income, Large Cap Value, Strategic Equity,
International, Government Cash, and Tax Exempt Cash Portfolios and
Glenmede Advisers and Form of Amendment No. 2 to the Investment
Advisory Agreement.
Exhibit B: Sub-Investment Advisory Agreement among the Company, on behalf of
the International Portfolio, Glenmede Advisers and Philadelphia
International and Form of Amendment No. 2 to the Sub-Investment
Advisory Agreement.
Exhibit C: Investment Advisory Agreement between the Company, on behalf of
the U.S. Emerging Growth Portfolio, and Glenmede Advisers and Form
of Amendment No. 1 to the Investment Advisory Agreement.
<Page>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 25th day of October, 1988 by and between The Glenmede
Fund, Inc., a Maryland corporation (the "Fund") and The Glenmede Trust Company,
a Pennsylvania corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Government Cash Portfolio, Tax-Exempt Cash
Portfolio, Intermediate Government Portfolio and International Portfolio, and
such other Portfolios as may be offered by the Fund, for the period and on such
terms set forth in this Agreement. The Fund employs the Adviser to manage the
investment and reinvestment of the assets of the Fund's Portfolios, to
continuously review, supervise and administer the investment program of each of
the Portfolios, to determine in its discretion the securities to be purchased or
sold and the portion of each such Portfolio's assets to be held uninvested, to
provide the Fund with records concerning the Adviser's activities which the Fund
is required to maintain, and to render regular reports to the Fund's officers
and Board of Directors concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of Directors of the Fund,
and in compliance with the objectives, policies and limitations set forth in the
Fund's prospectus and applicable laws and regulations. The Adviser accepts such
employment and agrees to render the services and to provide, at its 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.
<Page>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities for
each of the Fund's Portfolios 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 Fund,
the Adviser may also be authorized to effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if the
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
Adviser's overall responsibilities with respect to the Fund and other accounts
as to which the Adviser exercises investment discretion. The execution of such
transactions shall not be deemed to represent an unlawful act or breach of any
duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Director's of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. The Fund will pay no investment advisory
fees to the Adviser for the services rendered by the Adviser under this
Agreement. However, it is understood that each shareholder of the Fund will be
required to have a pre-existing relationship with the Adviser under which the
Adviser provides investment advisory, personal trust, estate, custodian of other
services to such shareholder on an individual basis. The shareholder will pay a
fee directly to the Adviser based on the services provided by the Adviser and
the total assets of the shareholder managed by the Adviser, including the
portion of such assets invested in the Fund.
<Page>
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment, and
other services. Such office facilities, equipment, and services shall be
provided for or rendered by the Adviser and billed to the Fund at the Adviser's
cost. The Adviser further agrees to assume the cost of printing and mailing
prospectuses to persons other than current shareholders of the Fund and the cost
of any other activities primarily intended to result in the sale of the Fund's
shares.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the 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 for 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 Adviser shall not be subject to any liability whatsoever to the Fund,
or to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act of omission in the course of, or connected with, rendering
services hereunder including, without
<Page>
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of any Portfolio
of the Fund.
8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
shareholders or otherwise; and the Adviser (or any successor)is or may be
interested in the Fund as a shareholder or otherwise; and that the effect of any
such interrelationships shall be governed by said Articles of Incorporation and
the provisions of the 1940 Act.
9. CORPORATE NAME. The Fund acknowledges that it has obtained its
corporate name by consent of the Adviser, which consent was given in reliance
and upon the provisions hereafter contained. The Fund agrees that if the Adviser
should cease to be the investment adviser of the Fund, the Fund will, upon
written demand of the Adviser forthwith (a) for a period of two years after such
written demand, state in all prospectuses, advertising material, letterheads and
other material designed to be read by investors or prospective investors, in a
prominent position and in prominent type (as may be reasonably approved by the
Adviser), that The Glenmede Trust Company no longer serves as the investment
adviser of the Fund, and (b) delete from its name the word Glenmede or any
approximation thereof. The Fund further agrees that the Adviser may permit other
persons, partnerships(general or limited), associations, trusts, corporations or
other incorporated or unincorporated groups of persons, including without
limitation any
<Page>
investment company or companies of any type which may be initially sponsored or
organized by the Adviser in the future, to use the word "GLENMEDE" or any
approximation thereof as part of their names. As used in this section, The
Glenmede Trust Company" and, "Adviser" shall include any successor corporation,
partnership, limited partnership, trust or person.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of October 25, 1990 or the
date of the first annual or special meeting of the shareholders of the Fund and,
if approved by a majority of the outstanding voting securities of each Portfolio
of the Fund, thereafter shall continue as to a particular Portfolio for periods
of one year so long as such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Board of Directors of the Fund or by
vote of a majority of the outstanding voting securities of such Portfolio of the
Fund; provided, however, that if the holders of such Portfolio fail to approve
the Agreement as provided herein, the Adviser may continue to serve such
Portfolio in such capacity in the manner and to the extent permitted by the
Funds Board of Directors and the 1940 Act and Rules thereunder. This Agreement
may be terminated by any Portfolio of the Fund at any time, without the payment
of any penalty, by vote of a majority of the entire Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the
Portfolio on 60 days' written notice to the Adviser. This Agreement may be
terminated by the Adviser at any time, without the payment of any penalty, upon
90 days' written notice to the Fund. This agreement will
<Page>
automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at any office of such party.
As used in this Section 10, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
11. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's request. The
Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records which it maintains for the Fund and are required
to be maintained by Rule 31a-1 under the 1940 Act.
12. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania.
13. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent; but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the Purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of each Portfolio of the Fund.
14. 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.
<Page>
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Agreement to be executed as of this 25th day of October,
1988.
ATTEST: THE GLENMEDE FUND, INC.
By /s/Raymond Klapinsky By /s/John W. Church, Jr.
-------------------- ----------------------
Raymond Klapinsky John W. Church, Jr.
Secretary Chairman of the Board
THE GLENMEDE TRUST COMPANY
By /s/ Augustus Ballard By /s/Thomas W. Langfitt
-------------------- ---------------------
Augustus Ballard Thomas W. Langfitt
Secretary President
<Page>
FORM OF
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(CORE FIXED INCOME PORTFOLIO)
(LARGE CAP VALUE PORTFOLIO)
(STRATEGIC EQUITY PORTFOLIO)
(INTERNATIONAL PORTFOLIO)
(GOVERNMENT CASH PORTFOLIO)
(TAX EXEMPT CASH PORTFOLIO)
The Investment Advisory Agreement dated October 25, 1988, as amended, by
and between The Glenmede Fund, Inc. (the "Fund") and Glenmede Advisers, Inc.
(the "Agreement") is hereby amended effective as of _______, 2005 as follows:
Paragraph 3, COMPENSATION OF THE ADVISER, is amended and restated in its
entirety as follows:
3. COMPENSATION OF THE ADVISER
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the following Portfolios will each
pay the Adviser and the Adviser will accept as full compensation therefor, a fee
computed daily and paid monthly (in arrears), at the following annual rate of
the average daily net assets held in the respective Portfolio:
<Table>
<Caption>
RATE
----
Core Fixed Income (formerly, the Intermediate Government) .35%
International Portfolio .75%
Large Cap Value (formerly, the Model Equity) .55%
Strategic Equity (formerly, the Equity) .55%
</Table>
The Fund will pay no investment advisory fees to the Adviser for the
services rendered by the Adviser under this Agreement with respect to the
Government Cash and Tax-Exempt Cash Portfolios. However, it is understood that
each shareholder of the Government Cash and Tax-Exempt Cash Portfolio will be
required to have a pre-
<Page>
existing relationship with the Adviser under which the Adviser provides
investment advisory, personal trust, estate, custodian or other services to such
shareholder on an individual basis. The shareholder will pay a fee directly to
the Adviser based on the services provided by the Adviser and the total assets
of the shareholder managed by the Adviser, including the portion of such assets
invested in the Government Cash or Tax-Exempt Cash Portfolio of the Fund.
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 __________, 2005.
THE GLENMEDE FUND, INC.
By:
-----------------------------
Title:
GLENMEDE ADVISERS, INC.
By:
-----------------------------
Title:
<Page>
EXHIBIT B
SUB-INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(INTERNATIONAL PORTFOLIO)
January 1, 2002
PHILADELPHIA INTERNATIONAL ADVISORS LP
ONE LIBERTY PLACE
1650 MARKET STREET, SUITE 1200
PHILADELPHIA, PA 19103-7391
Ladies and Gentlemen:
The Glenmede Fund, Inc., a Maryland Corporation (the "Company"), and
Glenmede Advisers, Inc. (the "Adviser"), each confirms its agreement with
Philadelphia International Advisors LP (the "Sub-Adviser"), as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The Company desires to employ its capital relating to its
International 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 the sub-investment adviser to the Portfolio.
The Sub-Adviser accepts the appointment and agrees to furnish the services for
the compensation set forth below.
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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 the period and on such terms set
forth in this Agreement. The Company and the Adviser employ the Sub-Adviser to
manage the investment and reinvestment of the assets of the Portfolio, to
continuously review, supervise and administer the investment program of the
Portfolio, to determine in its discretion the securities to be purchased or sold
and the portion of the Portfolio 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 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 is also 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'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, 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.
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5. COMPENSATION OF THE SUB-ADVISER
The Company will pay no investment advisory fees to the Sub-Adviser for the
services rendered by the Sub-Adviser.
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 January 1, 2002 (the "Effective
Date") and shall continue until October 31, 2002 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 1940
Act) 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 1940 Act) 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).
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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.
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
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. The Sub-Adviser may retain copies of all such
records. The Sub-Adviser shall be permitted to have access to the historical
records of the Company and to the records of the Adviser with respect to the
Company. The Sub-Adviser shall be permitted to use the historical performance
results of the Company, provided that such use is consistent with all applicable
laws, rules and regulations.
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.
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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/ Mary Ann B.wirts
---------------------
Name: Mary Ann B. Wirts
Title: President
GLENMEDE ADVISERS, INC.
By: /s/ A.E. Piscopo
----------------
Name: A. E. Piscopo
Title: Director
Agreed to and Accepted by:
PHILADELPHIA INTERNATIONAL ADVISORS LP
By: Philadelphia International Partners LP, its General Partner
By: AB Williams Company LLC, its General Partner
By: /s/Andrew B. Williams
---------------------
Andrew B. Williams
its Managing Member
<Page>
FORM OF
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
______, 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 the 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.
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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 abate 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.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
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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 __________, 2005.
THE GLENMEDE FUND, INC.
By:
-----------------------
Title:
GLENMEDE ADVISERS, INC.
By:
-----------------------
Title:
PHILADELPHIA INTERNATIONAL ADVISORS LP
By: Philadelphia International Partners LP, its General Partner
By:
By:
-----------------------
<Page>
EXHIBIT C
INVESTMENT ADVISORY AGREEMENT
Agreement made this 29th day of December, 1999 by and between The Glenmede
Fund, Inc., a Maryland corporation (the "Company"), and The Glenmede Trust
Company, a Pennsylvania corporation (the "Adviser").
1. DUTIES OF ADVISER. The Company hereby appoints the Adviser
to provide or arrange to provide directly or through third parties, investment
advisory services to its Small Capitalization Growth Portfolio (the "Portfolio")
for the period and on such terms set forth in this Agreement. Subject to the
approval of the Company's Board of Directors, any applicable provisions of the
Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act
of 1940, the Adviser may select sub-advisers to perform any or all of the
services set forth in this Agreement for assets of the Portfolio assigned by the
Adviser to the particular sub-adviser. The Company employs the Adviser, directly
or through sub-advisers: to manage the investment and reinvestment of the assets
of the Portfolio; to continuously review, supervise and administer the
investment program of the Portfolio; to determine in its (or any selected
sub-advisers') discretion the securities to be purchased or sold and the portion
of the Portfolio's assets to be held uninvested; to provide the Company with
records concerning the Adviser's (and any selected sub-advisers') activities
which the Company is required to maintain; and to render regular reports to the
Company's officers and Board of Directors concerning the Adviser's discharge of
the foregoing responsibilities. The Adviser shall monitor the services
<Page>
performed by any selected sub-advisers. The Adviser and any selected
sub-advisers shall discharge the foregoing responsibilities subject to the
control of the officers and the Board of Directors of the Company and in
compliance with the objective, policies and limitations set forth in the
Portfolio's prospectus and applicable laws and regulations. The Adviser accepts
such employment and agrees to render the services and to provide, at its 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.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select
the brokers that will execute the purchases and sales of securities for the
Portfolio 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, the Adviser may
also be authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the 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
Adviser's overall responsibilities with respect to the Company and other
accounts as to which the Adviser exercises investment discretion. The execution
of such transactions shall not be deemed to represent an unlawful act or breach
of any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Company such Information
relating to portfolio transactions as they may reasonably request.
<Page>
3. COMPENSATION OF THE ADVISER. For the services provided and the
expenses assumed pursuant to this Agreement, effective as of the date hereof,
the Portfolio will pay the Adviser and the Adviser will accept as full
compensation therefor, a fee compute daily and paid monthly (in arrears), at an
annual rate of .25% of the average daily net assets held in the Portfolio.
4. OTHER SERVICES. At the request of the Company, the Adviser
in its discretion may Make available to the Company office facilities,
equipment, and other services. Such office facilities, equipment, and services
shall be provided for or rendered by the Adviser and billed to the Company at
the Adviser's cost. The Adviser further agrees to assume the cost of printing
and mailing prospectuses to persons other than current shareholders of the
Company and the cost of any other activities primarily intended to result in the
sale of the Company's shares.
5. REPORTS. The Company and the Adviser agree to furnish to each
other current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Company are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Company are not impaired
thereby.
7. LIABILITY OF ADVISER. In the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and
<Page>
duties hereunder, (ii) reckless disregard by the 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 for 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 1940 Act), the Adviser shall not be subject to any liability
whatsoever to the Company or to any shareholder of the Company, 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. PERMISSIBLE INTERESTS. Subject to and in accordance with
the Articles of Amendment and Restatement of the Company and the Articles of
Incorporation of the Adviser, Directors, officers, agents and shareholders of
the Company are or may be interested in the Adviser (or any successor thereof)
as Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Company
as Directors, officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Company as a shareholder or otherwise;
and that the effect of any such interrelationships shall be governed by said
Articles of Amendment and Restatement or Articles of Incorporation (as
applicable) and the provisions of the 1940 Act.
9. CORPORATE NAME. The Company acknowledges that it has
obtained its corporate name by consent of the Adviser, which consent was given
in reliance and upon the provisions hereafter contained. The Company agrees that
if the
<Page>
Adviser should cease to be the investment adviser of the Company, the Company
will, upon written demand of the Adviser forthwith (a) for a period of two years
after such written demand, state in all prospectuses, advertising material,
letterheads and other material designed to be read by investors or prospective
investors, in a prominent position and in prominent type (as may be reasonably
approved by the Adviser), that The Glenmede Trust Company no longer serves as
the investment adviser of the Company, and (b) delete from its name the word
"Glenmede" or any approximation thereof. The Company further agrees that the
Adviser may permit other persons, partnerships (general or limited),
associations, trusts, corporations or other incorporated or unincorporated
groups of persons, including without limitation any investment company or
companies of any type which may be initially sponsored or organized by the
Adviser in the future, to use the word "GLENMEDE" or any approximation thereof
as part of their names. As used in this section, "The Glenmede Trust Company"
and "Adviser" shall include any successor corporation, partnership, limited
partnership, trust or person.
10. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until October 31, 2000 and
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Company who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the holders of the
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve the
<Page>
Portfolio in such capacity in the manner and to the extent permitted by the
Company's Board of Directors and the 1940 Act and Rules thereunder. This
Agreement may be terminated by the Company at any time, without the payment of
any penalty, by vote of a majority of the entire Board of Directors of the
Company or by vote of a majority of the outstanding voting securities of the
Portfolio on 60 days' written notice to the Adviser. This Agreement may be
terminated by the Adviser at any time, without the payment of any penalty, upon
90 days' written notice to the Company. This Agreement will automatically and
immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other party at any office of such party. As used in this Section 10, the
terms "assignment", "interested persons", and a "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth in
Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
11. BOOKS AND RECORDS. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which
it maintains for the Portfolio 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 Adviser further agrees to preserve for the periods
prescribed by Rule 31 a-2 under the 1940 Act the records which it maintains for
the Company and are required to be maintained by Rule 31 a-I under the 1940 Act.
<Page>
12. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
13. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, subject to the applicable requirements of the 1940 Act.
14. 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.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Agreement to be executed as of this 29th day of
December, 1999.
THE GLENMEDE FUND, INC.
/s/ Mary Ann B. Wirts
---------------------
By: Mary B. Wirts
Title: President
THE GLENMEDE TRUST
COMPANY
/s/ Bruce Simon
---------------
By: Bruce Simon
Title:
<Page>
FORM OF
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
THE GLENMEDE FUND, INC.
(U.S. EMERGING GROWTH PORTFOLIO, FORMERLY SMALL CAPITALIZATION GROWTH PORTFOLIO)
The Investment Advisory Agreement dated December 29, 1999, by and between
The Glenmede Fund, Inc. (the "Fund") and Glenmede Advisers, Inc. (the
"Agreement") is hereby amended effective as of ________, 2005 as follows:
Paragraph 3, COMPENSATION OF THE ADVISER, is amended and restated in its
entirety as follows:
3. COMPENSATION OF THE ADVISER
For the services provided and the expenses assumed pursuant to this
Agreement, effective as of the date hereof, the Portfolio will pay the Adviser
and the Adviser will accept as full compensation therefor, a fee computed daily
and paid monthly (in arrears), at the annual rate of .55% of the average daily
net assets held in the 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.
<Page>
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 __________, 2005.
THE GLENMEDE FUND, INC.
By:
-----------------------------
Title:
GLENMEDE ADVISERS, INC.
By:
-----------------------------
Title: