Articles Supplementary to Articles of Incorporation

THE GLENMEDE FUND, INC., a Maryland corporation (“Glenmede Fund”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: In accordance with the requirements of Section 2-208 of the Maryland General Corporation Law and pursuant to the authority expressly given to the Board of Directors in Article Fifth of Glenmede Fund’s Articles of Amendment and Restatement (as amended and supplemented, the “Charter”), the Board of Directors of Glenmede Fund, by resolutions duly adopted at a meeting duly convened on June 7, 2012 has reclassified Twenty Million (20,000,000) of Glenmede Fund’s authorized but unissued shares of common stock of the International Portfolio, with a par value of one-tenth of one cent ($.001) per share, and an aggregate par value of Twenty Thousand Dollars ($20,000) as Twenty Million (20,000,000) shares of the International Secured Options Portfolio.

SECOND: Pursuant to Article Fifth of the Charter and except as otherwise provided in these terms, each share of the International Secured Options Portfolio shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of Common Stock as set forth in the Charter and shall also have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption as each other share now or hereafter designated as a share of the International Secured Options Portfolio, except that:

(i) to the full extent permitted by applicable law, Glenmede Fund may, without the vote of the shares of any class of capital stock of Glenmede Fund then outstanding and if so determined by the Board of Directors:

(1) sell and convey the assets belonging to the International Secured Options Portfolio to another trust or corporation that is a management investment company (as defined in the Investment Company Act of 1940, as amended) and is organized under the laws of any state of the United States for consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, belonging to the International Secured Options Portfolio and which may include securities issued by such trust or corporation. Following such sale and conveyance, and after making provision for the payment of any liabilities belonging to the International Secured Options Portfolio that are not assumed by the purchaser of the assets belonging to the International Secured Options Portfolio, the Glenmede Fund may, at its option, redeem all outstanding shares of the International Secured Options Portfolio at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors. Notwithstanding any other provision of the Charter of the Glenmede Fund to the contrary, the redemption price may be paid in any combination of cash or other assets belonging to the International Secured Options Portfolio, including but not limited to the distribution of the securities or other consideration received by the Glenmede Fund for the assets belonging to the International Secured Options Portfolio upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter of the Glenmede Fund;

(2) sell and convert the assets belonging to the International Secured Options Portfolio into money and, after making provision for the payment of all obligations, taxes and other liabilities, accrued or contingent, belonging to the International Secured Options Portfolio, the Glenmede Fund may, at its option, redeem all outstanding shares of the International Secured Options Portfolio at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter of the Glenmede Fund; or

(3) combine the assets belonging to the International Secured Options Portfolio with the assets belonging to any one or more other classes of capital stock of the Glenmede Fund if the Board of Directors reasonably determines that such combination will not have a material adverse effect on the stockholders of any class of capital stock of the Glenmede Fund participating in such combination. In connection with any such combination of assets, the shares of the International Secured Options Portfolio then outstanding may, if so determined by the Board of Directors, be converted into shares of any other class or classes of capital stock of the Glenmede Fund with respect to which conversion is permitted by applicable law, or may be redeemed, at the option of the Glenmede Fund, at the net asset value thereof as determined by the Board of Directors in accordance with the provisions of applicable law, less such redemption fee or other charge, or conversion cost, if any, as may be fixed by resolution of the Board of Directors upon such conditions as the Board of Directors deems, in its sole discretion, to be appropriate and consistent with applicable law and the Charter of the Glenmede Fund. Notwithstanding any other provision of these Articles Supplementary or the Articles of Incorporation to the contrary, any redemption price, or part thereof, paid pursuant to this section may be paid in shares of any other existing or future class or classes of capital stock of the Glenmede Fund; and

(ii) without limiting the foregoing, at its option, redeem shares of the International Secured Options Portfolio for any other reason if the Board of Directors has determined that it is in the best interest of the Glenmede Fund to do so. Any such redemption shall be at the net asset value of such shares of the International Secured Options Portfolio less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors and shall be made and effective upon such terms and in accordance with procedures approved by the Board of Directors at such time.

THIRD: The shares of Common Stock reclassified pursuant to Article FIRST of these Articles Supplementary have been reclassified by Glenmede Fund’s Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary do not increase or decrease the authorized number of shares of Glenmede Fund or the aggregate par value thereof. The total number of shares of stock which Glenmede Fund is presently authorized to issue remains Three Billion Five Hundred Million (3,500,000,000) shares (of the par value of one-tenth of one cent ($.001) each) and of the aggregate par value of Three Million Five Hundred Thousand Dollars ($3,500,000) of Common Stock classified as follows:

IN WITNESS WHEREOF, Glenmede Fund, has caused these Articles Supplementary to be signed in its name and on its behalf as of this 27th day of June, 2012.

THE UNDERSIGNED, President of Glenmede Fund, who executed on behalf of said Glenmede Fund the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Glenmede Fund, the foregoing Articles Supplementary to the Charter to be the corporate act of Glenmede Fund and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties for perjury.

/s/ Mary Ann B. Wirts

Mary Ann B. Wirts

President


Name of Class	Number of Shares of Common Stock Allocated
Core Fixed Income Portfolio		60,000,000
Government Cash Portfolio		1,390,000,000
International Portfolio		55,000,000
International Secured Options Portfolio		20,000,000
Large Cap Growth Portfolio		20,000,000
Large Cap 100 Portfolio		20,000,000
Large Cap Value Portfolio		75,000,000
Long/Short Portfolio		20,000,000
Philadelphia International Emerging Markets Fund
Class I		10,000,000
Class IV		10,000,000
Philadelphia International Fund -
Institutional Shares		70,000,000
Philadelphia International Small Cap Fund
Class I		10,000,000
Class IV		10,000,000
Secured Options Portfolio		40,000,000
Small Cap Equity Portfolio –
Advisor Shares		80,000,000
Institutional Shares		35,000,000
Strategic Equity Portfolio		75,000,000
Tax-Exempt Cash Portfolio		1,390,000,000
Total Market Portfolio		20,000,000
U.S. Emerging Growth Portfolio		75,000,000
Unclassified		15,000,000

Total		3,500,000,000


ATTEST:			THE GLENMEDE FUND, INC.

By:	/s/ Michael P. Malloy	By:	/s/ Mary Ann B. Wirts
	Michael P. Malloy		Mary Ann B. Wirts
	Secretary		President