<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F - 2
Annual Notice of Securities Sold
Pursuant to Rule 24F - 2
Read instructions at end of Form before preparing Form.
Please print or type.
_______________________________________________________________________________
1. Name and address of issuer: The Glenmede Portfolios
135 E. Baltimore Street
Baltimore, MD 21202
_______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Muni Intermediate Portfolio New Jersey Muni Portfolio
_______________________________________________________________________________
3. Investment Company Act File Number: 811 - 6578
Securities Act File Number: 33 - 46593
_______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed: October 31, 1995
_______________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24F - 2 declaration:
[ ]
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24F - 2 (a) (1),
if applicable (see Instruction A. 6):
_______________________________________________________________________________
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24F - 2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
0
_______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24F - 2:
0
_______________________________________________________________________________
9. Number and aggregrate sale price of securities sold during the fiscal
year:
510,615 @ $5,002,809
_______________________________________________________________________________
10. Number and aggregrate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24F - 2:
510,615 @ $5,002,809
_______________________________________________________________________________
<PAGE>
_______________________________________________________________________________
11. Number and aggregrate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B. 7):
0
_______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregrate sale price of securities sold during
the fiscal year in reliance on rule 24F - 2
(from Item 10): $ 5,002,809
-----------------
(ii) Aggregrate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
-----------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 5,002,909
-----------------
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24E - 2 (if applicable): + 0
-----------------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24F - 2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): = 0
-----------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C. 6): x 0.0003448276
-----------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0.00
=================
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year.
See Instruction C. 3.
_______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202. 3a) .
[ ]
_______________________________________________________________________________
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
_______________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Brian C. Nelson
_______________________________________________
Brian C. Nelson, Assistant Secretary
_______________________________________________
Date 12/19/95
________________
Please print the name and title of the signing officer below the
signature.
_______________________________________________________________________________
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
(D)
Aggregate Sales
Price of Portfolio
(A) (B) Securities Sold in
Gross Sales Price Gross Sales Price Dividend Reliance Upon
of Portfolio Subscriptions of Portfolio reinvestment (C) Rule 24f-2
Name of Portfolio Securities Sold Shares Securities Reinvested Shares 24e-2 Securities (A + B) minus (C)
<S> <C> <C> <C> <C> <C> <C>
Muni Intermediate $3,250,600 329,415 $ 0 0 0 $3,250,600
NJ Muni 1,752,209 181,200 0 0 0 1,752,209
TOTAL $5,002,809 510,615 $ 0 0 0 $5,002,809
</TABLE>
<TABLE>
<CAPTION>
(E)
Aggregate
Redemption Price Aggregate Sales
of Portfolio Price of Portfolio
Securities Securities on Which
Redeemed During Redemptions Fee will be Based
Name of Portfolio Fiscal Year Shares (D) minus (E)
<S> <C> <C> <C>
Muni Intermediate $8,229,671 845,139 $(4,979,071)
NJ Muni 790,244 82,755 961,965
TOTAL $9,019,915 927,894 $(4,017,106)
</TABLE>
<PAGE>
December 18, 1995
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Re: The Glenmede Portfolios
-----------------------
Ladies and Gentlemen:
We act as Administrator for The Glenmede Portfolios (the
"Fund"). For the fiscal year ended October 31, 1995 (the "Fiscal
Year"), we do hereby certify to the best of our knowledge that
(i) the amounts in the Fund's Rule 24f-2 Notice for the Fiscal
Year are accurate and (ii) at all times during the Fiscal Year,
the price per share of the Fund's shares, for purposes of
purchases and redemptions, was determined as described in the
Fund's registration statement, and all purchases and redemptions
of shares of the Fund were effected as described therein.
Very truly yours,
Investment Company Capital Corp.
By: /s/ Brian C. Nelson
-------------------
Brian C. Nelson
Title: Vice President
<PAGE>
December 19, 1995
The Glenmede Portfolios
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice on Form 24f-2 for
The Glenmede Portfolios (Registration No. 33-46593)
---------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for The Glenmede Portfolios, a
Massachusetts business trust (the "Fund"), in connection with the
registration, under the Securities Act of 1933, as amended, of
the issuance of beneficial interests of shares of the Fund's New
Jersey Muni Portfolio and Muni Intermediate Portfolio
(collectively, the "Portfolios") made definite in number by the
Fund's Rule 24f-2 Notice on Form 24f-2 for the Fund's fiscal year
ended October 31, 1995 (the "Fiscal Year") accompanying this
opinion (collectively, the "Shares"). During the Fund's Fiscal
Year, all of the Shares were registered pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. The Fund
is authorized to issue an unlimited number of shares of each
Portfolio, with a par value of $.001.
We have reviewed the Fund's Master Trust Agreement
("Trust Agreement"), its By-Laws, resolutions adopted by its
Board of Trustees and shareholders, a certificate of the Fund's
Administrator, a certificate of the Fund's Secretary and such
other legal and factual matters as we have deemed necessary. We
also have relied upon an opinion of Ropes & Gray, local
Massachusetts counsel to the Fund, as to matters to which the
laws of the Commonwealth of Massachusetts are applicable. In our
review, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all
documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such latter documents.
On the basis of and subject to the foregoing, we are of
the opinion that the Shares were, when issued for payment as
<PAGE>
described in the Fund's prospectus pertaining to said Shares,
validly issued, fully paid and non-assessable by the Fund.
We note that under Massachusetts law, shareholders of a
Massachusetts business trust could, under certain circumstances,
be held personally liable for the obligations of such trust.
However, the Trust Agreement disclaims shareholder liability for
claims against the Fund. The Trust Agreement further provides
that every note, bond, contract, instrument, certificate or other
undertaking made or issued by the Fund's trustees or officers
shall recite to the effect that the same was executed or made by
or on behalf of the Fund or by them as trustees or officers and
that the obligations of such instrument are not binding upon the
Fund's shareholders individually but are binding only upon the
assets and property of the Fund or a particular portfolio
thereof. The Trust Agreement provides for indemnification out of
the assets of the portfolio of which a shareholder owns or owned
shares, for any and all loss or expense for which the shareholder
shall be charged or held personally liable solely by reason of
the shareholder's being or having been such a shareholder. Thus,
the risk of a shareholder's incurring financial loss on account
of shareholder liability is limited to circumstances in which the
relevant portfolio itself would be unable to meet its
obligations.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission.
Very truly yours,
/s/ Drinker Biddle & Reath
--------------------------
Drinker Biddle & Reath
