PHILADELPHIA FUND, INC.
ADMINISTRATION AGREEMENT
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AGREEMENT, made as of the 1st day of January, 1989
between XXXXXX FINANCIAL CORPORATION a Florida corporation
("Xxxxxx") and PHILADELPHIA FUND, INC., a Maryland corporation
("Fund") for the administration of the Fund.
WHEREAS, the Fund is an open-end, diversified
management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, pursuant to an Advisory Agreement dated as of
January 1, 1989 (the "Advisory Agreement") between the Fund and
Xxxxxx, Xxxxxx was appointed investment adviser to the Fund; and
WHEREAS, the Fund desires to retain Xxxxxx as
Administrator of the Fund to provide administrative services, and
Baxter is willing to render such services.
WITNESSETH:
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In consideration of the premises and mutual promises
hereinafter set forth, the parties hereto, intending to be
legally bound, agree as follows:
SECTION I: DELIVERY OF DOCUMENTS
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Documents Delivered. The Fund has delivered to Xxxxxx
copies of each of the following documents and will deliver to it
all future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund (such
Articles of Incorporation, as presently in effect and as amended
from time to time, are herein called the "Articles of
Incorporation");
(b) Bylaws of the Fund (such Bylaws, as presently in
effect and as amended from time to time, are herein called the
"Bylaws");
(c) Registration Statement under the Securities Act of
1933 of the Fund on Form N-1A and all amendments thereto, as
filed with the Securities and Exchange Commission (the
"Commission") relating to shares of Common Stock of the Fund (the
"Registration Statement");
(d) Prospectus of the Fund (such prospectus and the
Statement of Additional Information of the Fund, as presently in
effect and as amended or supplemented from time to time, is
herein called the "Prospectus").
SECTION II: ADMINISTRATION AGREEMENT
1. Appointment of Administrator. The Fund hereby
appoints Xxxxxx as Administrator of the Fund on the terms and for
the period set forth in this Agreement and Baxter hereby accepts
such appointment and agrees to perform the services and duties
set forth in this Section II for the compensation provided in
Section 3.
2. Services and Duties.
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(a) As Administrator, Xxxxxx, shall supervise the
Fund's administrative operations, other than those investment
operations which are to be managed by Xxxxxx pursuant to the
Advisory Agreement between the Fund and Baxter.
(b) In performing its duties as Administrator of
the Fund, Baxter will act in conformity with the Articles of
Incorporation, Bylaws and Prospectus of the Fund and will conform
to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations.
(c) Xxxxxx will furnish the Fund, at Xxxxxx'x
expense, with personnel competent to perform such administrative
and clerical services as are necessary in order to provide
effective corporate administration of the Fund including, without
limitation, maintenance of its registration statements under
applicable law and reports to regulatory bodies and maintenance
of its corporate books and records, except those books and
records maintained by its transfer and dividend disbursing agent
and custodian.
(d) Xxxxxx will arrange, but not pay, for (i) the
maintenance of shareholder records, (ii) the preparation for the
Fund of all required tax returns and reports to the Fund's
shareholders and the Commission, (iii) legal services, printing
services and services of independent accountants in connection
with the periodic updating of the registration statements, and
(iv) the shareholder meetings.
(e) Xxxxxx will furnish the Fund, at Xxxxxx'x
expense, with adequate office space, utilities, and all necessary
office equipment at such office as Xxxxxx may select.
(f) The administrative services to be provided
the Fund pursuant to this section 2 may be delegated by Xxxxxx,
at its own expense and not the expense of the Fund, to such other
person or company as may be selected by Xxxxxx, provided that
Xxxxxx shall be responsible to see that such services are
provided in a satisfactory manner.
3. Compensation. For the services to be rendered and
the obligations assumed by Xxxxxx as Administrator pursuant to
this Section II, the Fund will pay to Xxxxxx as full compensation
therefore a fee at an annual rate of .20 percent of the net
assets of the Fund. This fee will be computed based on net
assets on the last business day of each month and will be paid to
Xxxxxx monthly at 1/12th of the annual rate. If this agreement
becomes effective on any day other than the first day of a month
or terminates on any day other than the last day of a month, then
the monthly fee payable to Xxxxxx for such month(s) shall be pro
rated on a daily basis.
4. Expenses. Except as otherwise provided herein,
the Fund shall pay all of its own costs and operating expenses of
every kind and nature including, without limitation, printing
expenses, fees and expenses of its independent public accountant,
legal fees, costs of reports to its stockholders and reports to
the Commission, registration statements, the preparation of the
Fund's tax returns, costs of custodian, dividend disbursing and
transfer agent, and costs in connection with meetings of its
Board of Directors and stockholders.
SECTION III: DURATION AND TERMINATION
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Provided that the Advisory Agreement is approved by the
holders of a majority of the outstanding voting securities of the
Fund, this Agreement shall become effective upon termination of
the Administration Agreement between Xxxxxxxxxx & Co. Inc. and
the Fund dated October 30, 1987 and shall continue until
terminated as provided herein. This Agreement may be terminated
by the Board of Directors of the Fund upon the vote of those
members who are not interested persons of Xxxxxx under section
15(c) of the 1940 Act, or by Xxxxxx at any time, without the
payment of any penalty, after 60 days written notice given by the
party electing to terminate this Agreement sent via certified
mail to the principal business office of the other party to this
Agreement.
SECTION IV: MISCELLANEOUS
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The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
in effect. If the 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.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
Attest: XXXXXX FINANCIAL CORPORATION
/s/Xxxxxx X. Xxxxxxxx By:/s/Xxxxxx X. Xxxxxx
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Secretary Xxxxxx X. Xxxxxx, President
Attest: PHILADELPHIA FUND INC.
/s/Xxxxxx X. Xxxx By:/s/Xxxxxx X. Xxxxxxxx, Xx.
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Secretary Xxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
PHILADELPHIA FUND, INC.
AMENDMENT TO ADMINISTRATION AGREEMENT
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AGREEMENT, made as of the first day of April, 1991
between XXXXXX FINANCIAL CORPORATION, a Florida corporation
("Xxxxxx"), and PHILADELPHIA FUND, INC., a Maryland corporation
("Fund"), for the administration of the Fund.
BACKGROUND
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Baxter and the Fund entered into an Administration
Agreement dated as of January 1, 1989, (the "Administration
Agreement"). On December 11, 1990, the Board of Directors of the
Fund agreed to increase the fee payable to Xxxxxx under the
Administration Agreement.
In consideration of the premises and mutual promises
hereinafter set forth, the parties hereto, intending to by
legally bound, agree to amend the Administration Agreement as
follows:
1. Section 3 of Section II is amended and restated as
follows:
"Compensation. For the services to be rendered and the
obligations assumed by Xxxxxx as Administrator pursuant
to this Section II, the Fund will pay to Xxxxxx as full
compensation therefore a fee at an annual rate of .25
percent of the net assets of the Fund. This fee will
be computed based on net assets on the last business
day of each month and will be paid to Xxxxxx monthly at
1/12th of the annual rate. If this agreement becomes
effective on any day other than the first day of a
month or terminates on any day other than the last day
of a month, then the monthly fee payable to Xxxxxx for
such month(s) shall be pro rated on a daily basis."
2. Except as amended pursuant to paragraph 1 above,
all other terms and provisions of the Administration Agreement
shall remain in full force and effect and are hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
ATTEST: XXXXXX FINANCIAL CORPORATION
/s/Xxxxxx X. Xxxxxxxx By:/s/Xxxxxx X. Xxxxxx
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Secretary
ATTEST: PHILADELPHIA FUND, INC.
/s/Xxxxx X. Xxxxxxx By:/s/Xxxxxx X. Xxxx
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Asst. Secretary
