The Glenmede Fund, Inc. (the "Registrant")

                                   FORM N-SAR

                   Report for the Fiscal Year Ended 10/31/96

         Sub-item 77C Submission of matters to a vote of security holders

         On September 11, 1996,  the sole  shareholder  of the Emerging  Markets
Portfolio  (the  "Portfolio")  of  the  Registrant  consented  to and  took  the
following  action  in  lieu  of a  meeting:  approved  Amendments  No.  1 to the
Investment  Advisory  Agreement  with  respect  to  the  Portfolio  between  the
Registrant and The Glenmede Trust Company (the "Advisor") and the Sub-Investment
Advisory  Agreement  with respect to the Portfolio by and among the  Registrant,
the Advisor and Pictet  International  Management Limited,  (the "Sub-Advisor"),
which  respectively  provide that effective November 1, 1996, the fee to be paid
to the Advisor and the Sub-Advisor  shall be at an annual rate of .75% and .50%,
respectively, of the Portfolios average daily net assets.



                            The Glenmede Fund, Inc.

                                   FORM N-SAR

                   Report for the Fiscal Year Ended 10/31/96

         Sub-item 77Q1(e):  Copies of any new or amended  Registrant  investment
advisory contracts.








                                AMENDMENT NO. 1
                      TO THE INVESTMENT ADVISORY AGREEMENT


         The Investment Advisory Agreement (the "Agreement") with respect to the
Emerging Markets Portfolio (the "Portfolio") dated December 12, 1994 between The
Glenmede Fund, Inc., a Maryland corporation (the "Fund"), and The Glenmede Trust
Company,  a Pennsylvania  corporation (the  "Adviser"),  is hereby amended as of
November 1, 1996 as follows:

         Section 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 an annual rate
         of .75% of the average daily net assets held in the Portfolio.

                  If in any fiscal year the aggregate  expenses of the Portfolio
         exceed the expense  limitations of any state having  jurisdiction  over
         the Portfolio, the Adviser will reimburse the Portfolio for such excess
         expenses.  The  obligation  of the Adviser to reimburse  the  Portfolio
         hereunder  is  limited  in any  fiscal  year to the  amount  of its fee
         hereunder for such fiscal year, provided however,  that notwithstanding
         the  foregoing,  the Adviser  shall  reimburse  the  Portfolio for such
         excess expenses regardless of the amount of fees paid to it during such
         fiscal year to the extent that the securities  regulations of any state
         having  jurisdiction  over the  Portfolio  so  requires.  Such  expense
         reimbursement,  if any,  will be  estimated,  reconciled  and paid on a
         monthly basis.

         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  Amendment  No. 1 to be executed as of this 11th day of
September, 1996.



ATTEST:                                          THE GLENMEDE FUND, INC.






By:/s/ Kimberly C. Osborne                       By: /s/ John W. Church, Jr.
   ----------------------------                     ----------------------------
Title: Vice President                            Title: President


                                                 THE GLENMEDE TRUST COMPANY


By:/s/ Kimberly C. Osborne                       By:/s/ Mary Ann B. Wirts
   ----------------------------                     ----------------------------
Title: Vice President                            Title: Vice President






                                AMENDMENT NO. 1
                    TO THE SUB-INVESTMENT ADVISORY AGREEMENT

     The Sub-Investment Advisory Agreement (the "Agreement") with respect to
the Emerging Markets Portfolio (the "Portfolio") dated December 12, 1994 among
The Glenmede Fund, Inc., a Maryland corporation (the "Fund"), The Glenmede
Trust Company, a Pennsylvania corporation (the "Adviser") and Pictet
International Management Limited (the "Sub-Adviser"), is hereby amended
as of November 1, 1996 as follows:

     Section 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, the Portfolio will pay the
Sub-Adviser and the Sub-Adviser will accept as full compensation therefor,
a fee computed daily and paid monthly (in arrears), at an annual rate of
 .50% of the average daily net assets held in the Portfolio.

     If in any fiscal year the aggregate expenses of the Portfolio exceed the
expense limitations of any state having jurisdiction over the Portfolio,
the Sub-Adviser will reimburse the Portfolio for such excess expenses. The
obligation of the Sub-Adviser to reimburse the Portfolio hereunder is limited
in any fiscal year to the amount of its fee hereunder for such fiscal year,
provided however, that notwithstanding the foregoing, the Sub-Adviser shall
reimburse the Portfolio for such excess expenses regardless of the amount
of fees paid to it during such fiscal year to the extent that the securities
regulations of any state having jurisdiction over the Portfolio so requires.
Such expense reimbursement, if any, will be estimated, reconciled and paid
on a monthly basis.

     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 Amendment No. 1 to be executed as of this 11th day
of September, 1996.

ATTEST:                                  THE GLENMEDE FUND, INC.

By: /s/ Kimberly C. Osborne              By: /s/ John W. Church, Jr.
   -----------------------------            ---------------------------
Title: Vice President                    Title: President


                                         THE GLENMEDE TRUST COMPANY

By: /s/ Kimberly C. Osborne              By: /s/ Mary Ann B. Wirts
   -----------------------------            ---------------------------
Title: Vice President                    Title: Vice President


                                         PICTET INTERNATIONAL
                                         MANAGEMENT LIMITED

By:                                      By: /s/ Rod Hearn
   -----------------------------            ---------------------------
Title:                                   Title: President


By:                                      By: /s/ C. Thorp
   -----------------------------            ---------------------------
Title:                                   Title: Secretary