ASSUMPTION AND GUARANTEE



         AGREEMENT made as of September 1, 2000 between The Glenmede Trust
Company ("Glenmede") and Glenmede Advisers, Inc. ("Glenmede Advisers"), a
wholly-owned subsidiary of Glenmede.

         WHEREAS, The Glenmede Fund, Inc., a Maryland corporation ("Glenmede
Fund"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");

         WHEREAS, Glenmede has been previously appointed as investment adviser
to Glenmede Fund for its Government Cash, Tax-Exempt Cash, Core Fixed Income
(formerly the Intermediate Government), Strategic Equity (formerly the Equity),
International and Large Cap Value (formerly the Model Equity) Portfolios (the
"Portfolios") pursuant to the Investment Advisory Agreement dated October 25,
1988 between Glenmede and Glenmede Fund, as amended (the "Investment Advisory
Agreement"); and

         WHEREAS, Glenmede and Glenmede Advisers desire to have Glenmede
Advisers be the named investment adviser with respect to the Portfolios pursuant
to the Investment Advisory Agreement.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:

         1. Glenmede Advisers hereby assumes all rights and obligations of
Glenmede under the Investment Advisory Agreement.

         2. Glenmede hereby represents that (i) the management personnel of
Glenmede responsible for providing investment advisory services to the
Portfolios under the Investment Advisory Agreement, including the portfolio
managers and the supervisory personnel, are employees of Glenmede Advisers where
they continue to provide such services for the Portfolios, and (ii) Glenmede
Advisers is a wholly-owned subsidiary of Glenmede. Consequently, Glenmede
believes that the proposed assumption does not involve a change in actual
control or actual management with respect to the investment adviser or the
Portfolios.

         3. Glenmede hereby unconditionally guarantees the due performance of
its obligations by Glenmede Advisers in connection with the Investment Advisory
Agreement.

         4. Both parties hereby agree that this Assumption and Guarantee shall
be attached to and made a part of the Investment Advisory Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their office designated below as of the day and year first above
written.



Attest:                                THE GLENMEDE TRUST COMPANY



/s/ James R. Belanger                  By:  /s/ Stephen R. Starr
---------------------                       ------------------------------------
[Seal]                                          (Authorized Officer)

                                       Title:  Vice President
                                               ---------------------------------



Attest:                                GLENMEDE ADVISERS, INC.




/s/ Loretta A. Wise                    By:  /s/ James R. Belanger
-------------------                         ------------------------------------
[Seal]                                          (Authorized Officer)

                                       Title:  Vice President
                                               ---------------------------------