CUSTODIAL AGREEMENT
EAGLE GROWTH SHARES, INC./PHILADELPHIA FUND, INC.
PROFIT SHARING/MONEY PURCHASE PENSION
RETIREMENT PLAN
By signing the Application/Adoption Agreement or Agreements for
the Eagle Growth Shares, Inc./Philadelphia Fund, Inc. Profit
Sharing/Money Purchase Pension Retirement Plan ("Plan"), the
Employer named therein ("the Employer") hereby establishes a
Custodial Account (herein referred to as "Custodial Account")
and Star Bank, N.A. (herein referred to as "the Custodian") by
counter-signing such Application/Adoption Agreement or
Agreements hereby accepts the custodianship thereof upon the
following conditions:
ESTABLISHMENT OF CUSTODIAN AND PARTICIPANTS' ACCOUNTS
1. The Custodial Agreement is established solely for the
purpose of:
(a) The investment of all contributions made by the Employer
or any other qualified contributor in shares of Philadelphia
Fund, Inc., Eagle Growth Shares, Inc. or such other regulated
investment companies sponsored, underwritten or distributed by
▇▇▇▇▇▇ Financial Corporation, or for which ▇▇▇▇▇▇ Financial
Corporation serves as investment advisor, and which the
Custodian has agreed to hold hereunder. Such investment
companies are hereinafter referred to as a "Fund" or "Funds" and
the shares thereof are hereinafter referred to as "Fund Shares."
(b) The holding of such Fund Shares in the Custodial Account
until distributed in accordance with the provisions of Section 9.
RECEIPT OF CONTRIBUTIONS
2. All contributions made to the Custodial Account shall be
in accordance with the provisions of the Plan but the Custodian
shall have no obligation to verify the allowability or amount of
such contributions under the Code and may rely solely on the
representations of the Employer with respect thereto. All
contributions shall be accompanied by written instructions from
the Plan Administrator specifying the Participant's account to
which contributions are to be credited (including the type of
contribution being made) and the investments to be acquired
therewith.
3. The Custodian shall hold and treat the contributions made
by or on behalf of each person as a separate account under this
Agreement.
4. Contributions under the Plan shall be accepted by the
Custodian only when made through the Plan Administrator.
5. The Custodian shall, upon written instructions from the
Plan Administrator, reallocate amounts in the Participants'
accounts, which the Employer has certified to have been
forfeited. The Custodian shall comply with such instructions
and shall be under no obligation to verify the propriety of any
such re-allocation or the amount thereof.
6. The Custodian, in its discretion, may accept cash and/or
Fund Shares transferred to it from any other plan described in
Section 401(a) or 403(a) of the Code which is maintained by the
Employer for the benefit of any of the Participants. Before
approving such a transfer of assets, the Custodian may request
from the Plan Administrator any documents or information it
deems necessary and may require an opinion of counsel that such
other plan satisfies the applicable requirements of Section
40l(a) or 403(a) of the Code. It shall hold the Fund Shares, if
any, and shall invest such cash in accordance with provisions of
Section 11 hereof, and shall, in accordance with the written
instructions of the Plan Administrator make appropriate credits
to the accounts of the Participants for whose benefit a
contribution has been made. Any amounts so credited as
contributions previously made by the Employer or by such
Participants under such other plan, as specified by the Plan
Administrator, shall be treated as contributions previously made
under the Plan by the Employer or by such Participants, as the
case may be.
7. The Custodian, in its discretion, may accept a direct
transfer of assets from the trustee or custodian of any other
plan described in Section 401(a) or 403(a) of the Code, to be
held for the benefit of any Participant to the full extent
permitted by the Code. Before approving such a transfer of
assets, the Custodian may request from the Plan Administrator or
the Participant any documents or information it deems necessary
and may require an opinion of counsel that such other plan
satisfies the applicable requirements of Section 401(a) or
403(a) of the Code. In the event that the transferred amounts
includes assets other than cash and/or Fund Shares, the
Custodian shall dispose of said other assets promptly and invest
the proceeds in accordance with Section 11 hereof.
8. The Custodian, in its discretion, may accept a
contribution of rollover amounts within the meaning of Section
402(a)(5) of the Code. Before accepting any such contribution,
the Custodian may request from the Plan Administrator or the
Participant any documents or information it deems necessary and
may require an opinion of counsel that such contribution
qualifies as a rollover within the meaning of Section 402(a)(5)
of the Code. Any such rollover contribution shall be separately
accounted for and invested in accordance with Section II hereof.
In the event that the rollover contribution includes assets
other than cash and/or Fund shares, the custodian shall dispose
of such other assets promptly and invest the proceeds in
accordance with Section 11 hereof.
DISTRIBUTIONS FROM THE CUSTODIAL ACCOUNT
9. The Custodian shall make such distributions as the Plan
Administrator shall direct in writing. At no time shall it be
possible for any part of the assets of the Custodial Account to
be used for or diverted to purposes other than for the exclusive
benefit of Participants and their beneficiaries. In connection
with the making of any distributions, the Custodian may rely
solely on the accuracy of all facts supplied at any time by the
Plan Administrator, including any written designation of
beneficiary. By directing a distribution, the Plan
Administrator shall be deemed to represent that such
distribution complies with the provisions of the Plan,
including, but not limited to, those provisions relating to the
distribution of a qualified joint and survivor annuity or a
pre-retirement survivor annuity. In connection with the making
of any distributions, the Custodian shall have the right to
demand from the Plan Administrator whatever documents or
evidence it may reasonably require from time to time. If a
joint and survivor annuity or pre-retirement survivor annuity is
to be purchased, the Plan Administrator will give the Custodian
appropriate instructions with respect to the payment of the
premium for such annuity policy which shall be purchased from an
insurer. Upon making such payment, the Custodian shall have no
further liability or responsibility with respect thereto. Prior
to making any distributions on the death of a Participant, the
Custodian shall have the right to have its accounts settled by
the legal representative of the estate of the Participant, his
spouse or such other parties as appear appropriate. The
Custodian shall also have the right prior to making such
distributions to receive such documents as it may reasonably
require with respect to any estate or inheritance taxes which
may be imposed on the Participant's estate. All distributions
hereunder shall be made either in cash or in kind as directed by
the Plan Administrator.
DESIGNATION OF BENEFICIARY
10. Subject to the joint and survivor annuity requirements of
Article IX of the Plan, any person on whose behalf a
contribution is made to the Custodial Account may by notice in
writing delivered to the Plan Administrator, who in turn will
file it with the Custodian, designate a beneficiary (or change a
previous designation) to receive any undistributed interest of
said person in the event of such person's death. To be
effective, any such designation or change thereof must be filed
with the Custodian during such person's life. In the absence of
any such designation so filed, any undistributed interest shall
be paid, as directed by the Plan Administrator, to the person's
surviving spouse, or, if the Plan Administrator certifies that
there is no surviving spouse, to the legal representative of the
person's estate.
INVESTMENT OF ACCOUNT ASSETS
11. In accordance with the Plan Administrator's instructions,
the Custodian shall invest all contributions in Fund Shares and
shall credit such shares to the separate account of each person
on whose behalf the contribution was made. A receipt for each
contribution received and showing the investment thereof and
current status of each separate account shall be prepared by the
Custodian and delivered to the Plan Administrator. All
dividends and any capital gain distributions received on Fund
Shares held by the Custodian in each Participant's Account shall
be reinvested in accordance with the applicable Fund's current
prospectus in such shares and credited to such account. If
elected by the Employer in the Application/Adoption Agreement, a
Participant may, at any time, by written notice to the Plan
Administrator, who will transmit it to the Custodian, change the
investment of assets in his or her account.
CONCERNING THE CUSTODIAN AND ITS DUTIES
12. If any distribution with respect to a Fund may be
received at the election of the shareholder in additional shares
or in cash or in other property, the Custodian shall elect to
receive it in additional shares.
13. All Fund Shares acquired by the Custodian shall be
registered in the name of the Custodian or of its registered
nominees.
14. The Custodian shall be compensated for its services under
this Agreement in accordance with the fee schedule as amended
from time to time by the Custodian.
15. The Custodian shall keep accurate and detailed records of
all its receipts, investments, disbursements and other
transactions hereunder. Not later than sixty (60) days after
the close of each Plan Year (or after the Custodian's
resignation or removal pursuant to Sections 16 and 17 hereof),
the Custodian shall file with the Plan Administrator a written
report or reports reflecting the receipts, disbursements and
other transactions effected by it during such year (or period
ending with such resignation or removal) and the assets and
liabilities of the Custodial Account at its close. The assets
of the account shall be valued annually at fair market value on
the last day of the Plan Year. Such report or reports shall be
open to inspection by any Participant at the Plan
Administrator's office for a period of sixty (60) days
immediately following the date on which it is sent by the
Custodian to the Plan Administrator. Upon the expiration of
such sixty (60) day period the Custodian shall be forever
released and discharged from all liability and accountability to
anyone with respect to its acts, transactions, duties,
obligations or responsibilities as shown in or reflected by such
report, except with respect to any such acts or transactions as
to which the Plan Administrator shall have filed written
objections with the Custodian within such sixty (60) day period.
The Plan Administrator shall furnish to the Custodian, and the
Custodian shall furnish to the Plan Administrator, such
information relevant to the Plan and Custodial Account as may be
required under the Code and any regulations issued or forms
adopted by the Treasury Department thereunder. The Custodian
shall keep such records, make such identifications, and file
with the Internal Revenue Service such returns and other
information concerning the Custodial Account as may be required
of it by this Agreement and under federal or state law.
TREATMENT OF TAXES
16. Any income taxes or other taxes of any kind whatsoever
that may be levied or assessed upon or in respect of the
Custodial Account shall be paid from the assets of the Custodial
Account and shall, unless allocable to the accounts of specific
Participants, be charged proportionately to their respective
accounts. Any transfer taxes incurred in connection with the
investment and reinvestment of the assets of the Custodial
Account, all other administrative expenses incurred by the
Custodian in the performance of its duties, including fees for
legal services rendered to the Custodian, and the Custodian's
compensation
pursuant to Section 14, shall to the extent that they are not
allocable to a separate account held for any other person under
this Agreement, be allocated proportionately to all separate
accounts held under this Agreement.
REMOVAL OR RESIGNATION OF CUSTODIAN
17. The Employer shall at any time have the right to remove
the Custodian by delivering to the Custodian a notice in writing
to that effect which notice shall also designate a successor
trustee or a successor Custodian which shall qualify under
Section 401(f) of the Code. Upon receipt by the Custodian of
written acceptance of such appointment by the successor trustee
or custodian, the removal of the Custodian shall be effective
and the Custodian shall transfer and pay over to such successor
the assets of the Custodial Account and all records pertaining
thereto. The Custodian is authorized, however, to reserve such
sum of money or Fund Shares or both as it may deem advisable for
payment of all its fees, compensation, costs and expenses, or
for payment of any other liabilities constituting a charge on or
against the assets of the Custodial Account or on or against the
Custodian, and where necessary may liquidate such reserved
shares. Any balance of such reserve remaining after the payment
of all such items to be paid over to the successor custodian.
18. The Custodian shall at any time have the right to resign
as Custodian under this Agreement by delivering to the Employer
a notice in writing to that effect. Upon receiving such notice
of resignation, the Employer shall forthwith appoint a successor
trustee or custodian and upon receipt by the Custodian of
written acceptance by the successor trustee or custodian of such
appointment, the Custodian is authorized to act in the same
manner as provided for in Section 17. If within thirty (30)
days after the Custodian's resignation or removal the Employer
has not appointed a successor trustee or custodian which has
accepted such appointment, the Custodian may appoint such
successor itself or may terminate this Agreement and Custodial
Account in accordance with paragraph 21.
VOTING AND OTHER ACTION
19. The Custodian shall deliver to the Plan Administrator,
all notices, prospectuses, financial statements, proxies and
proxy soliciting materials relating to such shares. The
Custodian shall not vote any of the Fund Shares held hereunder
except in accordance with the written instructions of the
Employer.
TERMINATION OF ACCOUNT
20. If the Custodian receives written notice that the
Internal Revenue Service has determined that the Plan fails to
qualify under Section 40l of the Internal Revenue Code, as it
existed at the time the Plan was adopted, by reason of some
inadequacy in the original Plan not removed by a retroactive
amendment pursuant to Section 40l(b) thereof or for any other
reason, the Custodian shall terminate the Custodial Account by
distributing the assets thereof equitably among the Employer and
the Participants as directed by the Plan Administrator,
provided, however, that no return of any contribution to the
Employer shall be made unless it is within one year of the
initial disqualification of the Plan.
21. Upon termination of the Custodial Account, the Custodian
shall be relieved from all further liability with respect to
this Agreement, the Custodial Account and all assets thereof so
distributed and any determinations by the Custodian of the mode
of distributing the assets of the Custodial Account.
MISCELLANEOUS
22. As provided in Section 4975 of ERISA, no prohibited
transaction with a disqualified person or party in interest as
defined in ERISA shall be permitted, except to the extent
allowed by ERISA or any administrative exemption issued
thereunder.
23. The Custodian shall be under no duties whatsoever except
such duties as are specifically set forth as such in this
Custodial Agreement, and no implied covenant or obligation shall
be read into this Custodial Agreement against the Custodian. In
the performance of its duties, the Custodian shall be liable
only for its own negligence or willful misconduct. The Employer
shall have the sole authority and responsibility for the
enforcement or defense of the terms and conditions of the
Custodial Agreement against or on behalf of any person or
persons claiming any interest in the Custodial Account. The
Custodian shall not be required to prosecute, defend or respond
to any action or any judicial proceeding relating to the
Custodial Account unless it has previously received
indemnification satisfactory to it in form and in substance.
24. The Custodian reserves the right to amend all or any part
of the terms of this Custodial Agreement or Plan upon sixty (60)
days' written notice to the Employer in any manner which would
not disqualify the Custodial Agreement from complying with
Sections 401 and 501 of the Code.
25. The assets of the Custodial Account shall not be subject
to alienation, assignment, trustee process, garnishment,
attachment, execution or levy of any kind except by the
Custodian for its fees and expenses of the Custodial Account and
except on account of a qualified domestic relations order
pursuant to Section 414(p) of the Code, and no attempt to cause
such assets to be so subjected shall be recognized except to
such extent as may be required by law or provided for herein.
26. Anything in this Agreement to the contrary
notwithstanding, at no time shall it be possible for any part of
the assets of the Custodial Account to be used for or diverted
to purposes other than for the exclusive benefit of Participants
and their Beneficiaries, except as specifically provided in this
Agreement.
27. Any notice from the Custodian to the Employer provided
for in this Agreement shall be effective if sent by registered
mail to him at his last address of record.
28. This Agreement shall form a part of the Plan.
29. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, or the laws of the
state wherein the principal place of business of the successor
trustee or custodian is located, if applicable, except as
superseded by ERISA.
PROFIT SHARING PLAN NO. 001
APPLICATION/ADOPTION AGREEMENT
EAGLE GROWTH SHARES, INC./PHILADELPHIA FUND, INC.
PROFIT SHARING/MONEY PURCHASE PENSION
RETIREMENT PLAN
This is the Application/Adoption Agreement for the prototype
Profit Sharing Plan #001 sponsored by Philadelphia Fund, Inc.
The Profit Sharing Plan is designed to be adopted either singly
or in combination with the prototype Money Purchase Pension Plan
#002 sponsored by Philadelphia Fund, Inc. Failure to properly
complete this Application/Adoption Agreement may result in
disqualification of the Plan.
Inquiries regarding the adoption of the Plan, the sponsor's
intended meaning of any Plan provisions, or the effect of the
opinion letter issued by the Internal Revenue Service for the
Plan may be directed to:
▇▇▇▇▇▇ Financial Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Philadelphia Fund, Inc. will inform the Employer identified
below of any amendments to the Plan or in the event that it
intends to discontinue or abandon the Plan.
The Employer hereby establishes the above-named Profit Sharing
Retirement Plan and related Custodial Account in accordance with
all the terms of the Profit Sharing Retirement Plan and of the
Custodial Agreement which the Employer has received and read,
and which terms the Employer accepts and specifically
incorporates herein by reference, with the following additional
terms:
I. EMPLOYER DATA (Please print or type)
A. This Plan is to be known as the Profit Sharing Plan of
_________________________________(the "Employer").
Employer's Name
B. _______________________________________________________
Business Address
(Street/City/State/ZIP)
C. _______________________________________________________
Nature of Business
D. _______________________________________________________
Employer's Federal Tax Identification Number
E. _______________________________________________________
Telephone Number
F. _______________________________________________________
Employer's Taxable Year End
G. The Plan Year is the same as the Employer's Taxable Year
unless another 12-consecutive month period is indicated
below:
_______________________________________________________
Plan Year End
H. The Limitation Year is the same as the Plan Year unless
another 12-consecutive month period is indicated below:
_______________________________________________________
Limitation Year End
I. The Employer is: [ ] a corporation.
[ ] an S corporation.
[ ] a sole proprietorship.
[ ] a partnership.
J. The Effective Date of this Plan is:____________
____________________ (should be first day of a Plan Year).
K. If this is an Amendment of an existing plan, complete the
following:
1. _______________________________________________________
Effective Date of Amendment (should be first
day of a Plan Year)
2. _______________________________________________________
Effective Date of Prior Plan
L. The Employer shall act as Plan Administrator unless another
party is designated as follows:
_______________________________________________________
(Neither Eagle Growth Shares, Inc., Philadelphia Fund, Inc.
nor ▇▇▇▇▇▇ Financial Corporation can serve as Plan
Administrator.)
II. ELIGIBILITY
Note: If the Employer also maintains the prototype Money
Purchase Pension Plan #002 sponsored by Philadelphia Fund,
Inc., then for Plan Years beginning after December 31, 1991
either (i) the Employer must select the same eligibility
requirements in A, B, C and D, below, and in IV.C.2., below,
as in the Money Purchase Pension Plan Application/Adoption
Agreement, or (ii) the minimum contributions required by
Section 6.2 of the Plan must be made under both this Plan and
the Money Purchase Pension Plan.
A. Age Requirements. In order to participate an Employee must
have attained (check 1 or 2 below and complete 1, if
applicable):
[ ] 1. The minimum age of ____ (not more than 21).
[ ] 2. No age requirement.
B. Service Requirements. In order to participate an Employee
must have completed: (check 1 or 2 below and complete 1, if
applicable)
[ ] 1. One Year of Service unless full and immediate vesting
is elected in Section III.B., in which case _____
Years of Service (not more than 3), for Plan Years
beginning prior to January 1, 1989, and ____ Years of
Service (not more than 2), for Plan Years beginning
after December 31, 1988 shall, be required.
[ ] 2. No length of service requirement.
C. Entry Dates. Each Employee who satisfies the Age and
Service requirements selected in A and B above shall become
a Participant in the Plan as of the first Entry Date
selected in 1 or 2 below which
occurs following the satisfaction of such requirements
(check 1 or 2 below):
[ ] 1. The first day of the Plan Year or the date six months
after the age and service requirements of A and B
above are satisfied, whichever is earlier.
[ ] 2. The date on which the requirements of A and B above
are satisfied.
D. If a Year or more of Service is chosen in B.1. above, a
Year of Service for eligibility to participate shall mean
_______ (not more than 1,000) Hours of Service.
III. VESTING
A. For purposes of vesting, a Year of Service shall be a Plan
Year in which a Participant has ___________ (not more than
1,000) Hours of Service.
B. Employer contributions will become vested if the
Participant terminates employment for any reason other than
by death or by Total and Permanent Disability, pursuant to
the following schedule (choose 1, 2, 3 or 4, and complete 3
or 4, if applicable):
[ ] 1. Years of Service Vested Percentage
---------------- -----------------
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
[ ] 2. 100% vesting immediately after satisfaction of the
eligibility requirements.
[ ] 3. Years of Service Vested Percentage
---------------- -----------------
1 year ___%
2 years ___%
3 years 100%
[ ] 4. Years of Service Vested Percentage
---------------- -----------------
1 year ____%
2 years ____% (at least 20%)
3 years ____% (at least 40%)
4 years ____% (at least 60%)
5 years ____% (at least 80%)
6 or more years 100%
NOTE: If a service requirement greater than one Year of Service
is chosen for eligibility, vesting Schedule 2 must be selected.
IV. CONTRIBUTIONS
A. Employer Contributions (Choose and complete 1 or 2):
[ ] 1. The Employer shall annually determine, by resolution
adopted on or before the date prescribed by law for
filing its Federal Income Tax Return for each taxable
year (including extensions thereof), an amount to be
contributed to the Plan -
[ ] a. Not to exceed Net Profits.
[ ] b. Without regard to the Employer's Net Profits.
Provided, however, that no contribution shall be made
for any year in excess of the amount deductible for
such year under provisions of the Internal Revenue
Code of 1986, as amended, and regulations thereunder
as then in effect.
[ ] 2. The amount to be contributed for each Plan Year shall
be an amount equal to _________% (not to exceed 15%)
of the total of all Participants' Compensation for
such Plan Year -
[ ] a. Not to exceed Net Profits.
[ ] b. Without regard to the Employer's Net Profits.
NOTE: In no event may contributions to the Plan cause the Plan
to exceed the annual additions limitations set forth in Article
XIII of the Plan.
B. Voluntary Employee Contributions (choose 1 or 2):
[ ] 1. Each Participant may contribute up to _____% of his
Compensation. The minimum voluntary Employee
Contribution, if any, is _____ %. (NOTE: In no
event may Voluntary Employee Contributions be made
to this Plan for Plan Years beginning after the Plan
Year in which this Plan is adopted by the Employer.)
[ ] 2. No Voluntary Employee Contributions are permitted.
C. Termination Year Contribution:
1. Plan Years beginning before January 1, 1990
(choose a or b).
[ ] a. A Participant will share in Employer Contributions
for the Plan Year in which he terminates
employment prior to the end of such Plan Year.
[ ] b. A Participant will not share in Employer
Contributions for the Plan Year in which he
terminates employment prior to the end of such
Plan Year.
2. Plan Years beginning after December 31, 1989
(choose a or b).
[ ] a. A Participant will share in Employer Contributions
for the Plan Year in which he terminates
employment prior to the end of such Plan Year.
[ ] b. A Participant will not share in Employer
Contributions for the Plan Year if he terminates
employment prior to the end of such Plan Year and
fails to complete at least 501 Hours of Service
during such Plan Year.
NOTE: In no event may contributions to the Plan cause the Plan
to exceed the annual additions limitations set forth in Article
XIII of the Plan.
V. NORMAL RETIREMENT AGE
The Normal Retirement Age for all Participants in the Plan, if
other than age 65, is (check and complete 1 or 2 below):
[ ] 1. ____ Years of age (not more than 64 or less
than 55).
[ ] 2. For Plan Years beginning before January 1, 1988,
the later of age ____ (not more than 65) or the
(not more than 10th) anniversary of the date the
Participant commenced participation in the Plan.
For Plan Years beginning after December 31, 1987,
the later of age ___ (not more than 65) or the
____ (not more than 5th) anniversary of the date
the Participant commenced participation in the
Plan.
VI. COMMENCEMENT OF BENEFITS
If a Participant is entitled to a distribution on account of
retirement, the amounts derived from Employer Contributions, the
Participant's Voluntary Contributions and all earnings thereon
shall be paid in the form provided in the Plan commencing (check
one):
[ ] 1. Not later than 30 days after the end of the Plan
Year in which the Participant retires.
[ ] 2. On the date provided in 1 above, unless the
Participant makes an election in writing prior to
his date of retirement to have his benefits
commence on a date not later than April 1 of the
calendar year following the calendar year in
which the Participant attains age 70 1/2.
VII. INVESTMENT AUTHORITY
Contributions to the Plan shall be invested by the Custodian
in accordance with the instructions of the Plan Administrator
unless 1 and/or 2 is selected below:
[ ] 1. Participants may direct Employer Contributions to
be invested in (choose a. or b. or both):
[ ] a. Philadelphia Fund, Inc.
[ ] b. Eagle Growth Shares, Inc.
If a. and b. are selected, one-half of each payment
will be invested in each fund.
[ ] 2. Participants may direct all Voluntary Employee
Contributions made by the Participant to be invested
in (choose a. or b. or both):
[ ] a. Philadelphia Fund, Inc.
[ ] b. Eagle Growth Shares, Inc.
If a. and b. are selected, one-half of each payment
will be invested in each fund.
NOTE: While Participants may direct the investment of
contributions, such direction shall be given by Participants to
the Plan Administrator, who will transmit such instructions in
writing to the Custodian in accordance with the Custodial
Agreement. Participants may make or change such directions by
giving written notice to the Plan Administrator. Reasonable
restrictions may be imposed on this privilege by the Plan
Administrator or the Sponsor for purposes of administrative
convenience.
VIII. ALLOCATION LIMITATIONS
If the Employer maintains or has ever maintained another
qualified plan (other than this Plan and the Prototype Money
Purchase Revision Plan #002), in which any Participant in this
Plan is (or was) a participant or could become a participant,
this Section VIII must be completed. The Employer must also
complete this Section VIII if it maintains a welfare benefit
fund, as defined in Section 419(e) of the Code, or an individual
medical account, as defined in Section 415(l)(2) of the Code,
under which amounts are treated as annual additions with respect
to any Participant in this Plan.
IF YOU MAINTAIN SUCH OTHER PLAN(S), FAILURE TO COMPLETE THIS
SECTION VIII MAY ADVERSELY EFFECT THE QUALIFICATION OF THE PLANS
YOU MAINTAIN.
A. If a Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
master or prototype plan (choose either 1 or 2):
[ ] 1. The provisions of Section 13.2 of the Plan will apply
as if the other plan were a master or prototype plan.
[ ] 2. (On an attachment, provide the method under which the
plans will limit total annual additions to the
maximum
permissible amount, and will properly reduce
any excess amounts, in a manner that precludes
Employer discretion.)
B. If the Participant is or has ever been a participant in a
defined benefit plan maintained by the Employer, (choose
either 1 or 2):
[ ] 1. In any limitation year, the annual additions credited
to the Participant under this Plan may not cause the
sum of the defined benefit plan fraction and the
defined contribution plan fraction to exceed 1.0 If
the Employer contributions that otherwise would be
allocated to the Participant's Account during such
year would cause the 1.0 limitation to be exceeded,
the allocation will be reduced so that the sum of the
fractions equal 1.0. Any contributions not allocated
because of the preceding sentence will be allocated
to the remaining Participants under the Plan. If the
1.0 limitation is exceeded, such excess amount will
be reduced in accordance with Section 13.1(d) of the
Plan.
[ ] 2. On an attachment, provide the method which the plan
involved will use to satisfy the 1.0 limitation in a
manner that precludes Employer discretion.
IX. INITIAL PAYMENT (only complete if this is the establishment
of a new Plan)
Enclosed is a check payable to "Star Bank, N.A." in the amount
of $________ as the total initial payment to be credited to the
accounts of the Participants which are listed on the schedule
attached to this Application.
NOTE: AN EMPLOYER WHO HAS EVER MAINTAINED OR LATER ADOPTS ANY
PLAN (INCLUDING A WELFARE BENEFIT FUND, AS DEFINED IN SECTION
419(e) OF THE CODE, WHICH PROVIDES POST-RETIREMENT MEDICAL
BENEFITS ALLOCATED TO SEPARATE ACCOUNTS FOR KEY EMPLOYEES, AS
DEFINED IN SECTION 419A(d)(3) OF THE CODE, OR AN INDIVIDUAL
MEDICAL ACCOUNT, AS DEFINED IN SECTION 415(l)(2) OF THE CODE) IN
ADDITION TO THIS PLAN (OTHER THAN PROTOTYPE MONEY PURCHASE
PENSION PLAN #002) MAY NOT RELY UPON THE OPINION LETTER ISSUED
BY THE NATIONAL OFFICE OF THE INTERNAL REVENUE SERVICE AS
EVIDENCE THAT THIS PLAN IS QUALIFIED UNDER SECTION 401(a) OF THE
INTERNAL REVENUE CODE. IF THE EMPLOYER WHO ADOPTS OR MAINTAINS
MULTIPLE PLANS WISHES TO OBTAIN RELIANCE THAT THE PLANS ARE
QUALIFIED,
APPLICATION FOR A DETERMINATION LETTER SHOULD BE MADE
TO THE APPROPRIATE KEY DISTRICT DIRECTOR OF INTERNAL REVENUE.
THIS APPLICATION/ADOPTION AGREEMENT MAY BE USED ONLY IN
CONJUNCTION WITH BASIC PLAN DOCUMENT #01.
X. EMPLOYER SIGNATURE
The Undersigned hereby adopts the Plan and appoints as
Custodian, in accordance with the Custodial Agreement, Star
Bank, N.A.
The Employer (a) acknowledges receipt of the current
prospectus of the Investment Company or Companies and represents
that each Participant has received such prospectus; (b)
represents that each new Participant will receive the then
current prospectus; (c) on behalf of the Employer and each
Participant consents to the Plan and Custodial Agreement; (d)
represents that the Employer will file such information with the
Internal Revenue Service and the Department of Labor as such
agencies may require, except to the extent the Custodian is
required to file such information; (e) agrees to vote or
instruct the voting of shares as requested by Participants; and
(f) agrees to respect the wishes of Participants concerning
investment of their accounts within the limits permitted by this
Plan.
____________________________________ ______________________
Name of Employer Plan Number
By:_________________________________
(Authorized Signature) Signed this day of
, 19__.
By signing this application, Star Bank, N.A. agrees to act as
Custodian in accordance with the terms of the Custodial
Agreement.
STAR BANK, N.A.
By:_______________________
MONEY PURCHASE PENSION PLAN NO. 002
APPLICATION/ADOPTION AGREEMENT
EAGLE GROWTH SHARES, INC./PHILADELPHIA FUND, INC.
PROFIT SHARING/MONEY PURCHASE PENSION
RETIREMENT PLAN
This is the Application/Adoption Agreement for the prototype
Money Purchase Pension Plan #002 sponsored by Philadelphia Fund,
Inc. The Money Purchase Pension Plan is designed to be adopted
either singly or in combination with the prototype Profit
Sharing Plan #001 sponsored by Philadelphia Fund, Inc. Failure
to properly complete this Application/Adoption Agreement may
result in disqualification of the Plan.
Inquiries regarding the adoption of the Plan, the Sponsor's
intended meaning of any Plan provisions, or the effect of the
opinion letter issued by the Internal Revenue Service for the
Plan may be directed to:
▇▇▇▇▇▇ Financial Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Philadelphia Fund, Inc. will inform the Employer identified
below of any amendments to the Plan or in the event that it
intends to discontinue or abandon the Plan.
The Employer hereby establishes the above-named Money Purchase
Pension Plan and related Custodial Account in accordance with
all the terms of the Money Purchase Pension Plan and of the
Custodial Agreement which the Employer has received and read,
and which terms the Employer accepts and specifically
incorporates herein by reference, with the following additional
terms:
I. EMPLOYER DATA (Please print or type)
A. This Plan is to be known as the Money Purchase Pension
Plan of _______________________ (the "Employer").
Employer's Name
B. ______________________________________________________
Business Address
(Street/City/State/ZIP)
C. ______________________________________________________
Nature of Business
D. ______________________________________________________
Employer's Federal Tax Identification Number
E. ______________________________________________________
Telephone Number
F. ______________________________________________________
Employer's Taxable Year End
G. The Plan Year is the same as the Employer's Taxable Year
unless another 12-consecutive month period is indicated
below:
______________________________________________________
Plan Year End
H. The Limitation Year is the same as the Plan Year unless
another 12-consecutive month period is indicated below:
______________________________________________________
Limitation Year End
I. The Employer is: [ ] a corporation.
[ ] an S corporation.
[ ] a sole proprietorship.
[ ] a partnership.
J. The Effective Date of this Plan is:_______________ (should
be first day of a Plan Year).
K. If this is an Amendment of an existing plan, complete the
following:
1. ______________________________________________________
Effective Date of Amendment (should be first day of a
Plan Year)
2. ______________________________________________________
Effective Date of Prior Plan
L. The Employer shall act as Plan Administrator unless
another party is designated as follows:
______________________________________________________
(Neither Eagle Growth Shares, Inc., Philadelphia Fund,
Inc. nor ▇▇▇▇▇▇ Financial Corporation can serve as Plan
Administrator)
II. ELIGIBILITY
Note: If the Employer also maintains the prototype Profit
Sharing Plan #001 sponsored by Philadelphia Fund, Inc., then for
Plan Years beginning after December 31, 1991, either (i) the
Employer must select the same eligibility requirements in A, B,
C and D, below, and in IV.C.2., below, as in the Profit Sharing
Plan Application/Adoption Agreement, or (ii) the minimum
contributions required by Section 6.2 of the Plan must be made
under both this Plan and the Profit Sharing Plan.
A. Age Requirements. In order to participate an Employee
must have attained (check l or 2 below and complete l, if
applicable):
[ ] 1. The minimum age of ___ (not more than 21).
[ ] 2. No age requirement.
B. Service Requirements. In order to participate an Employee
must have completed (check l or 2 below and complete l, if
applicable):
[ ] 1. One Year of Service unless full and immediate
vesting is elected in Section III.B., in which case
____ Years of Service (not more than 3), for Plan
Years beginning prior to January 1,1989, and ____
Years of Service (not more than 2), for Plan Years
beginning after December 31, 1988, shall be
required.
[ ] 2. No length of service requirement.
C. Entry Dates. Each Employee who satisfies the Age and
Service requirements selected in A and B above shall
become a Participant in the Plan, as of the first Entry
Date selected in l or 2 below which occurs following the
satisfaction of such requirements (check 1 or 2 below):
[ ] 1. The first day of the Plan Year or the date six
months after the age and service requirements of A
and B above are satisfied, whichever is earlier.
[ ] 2. The date on which the requirements of A and B above
are satisfied.
D. If a Year of Service (or more) is chosen in B.1 above, a
Year of Service for eligibility to participate shall mean
__________________(not more than 1,000) Hours of Service.
III. VESTING
A. For purposes of vesting, a Year of Service shall be a Plan
Year in which a Participant has _________ (not more than
1,000) Hours of Service.
B. Employer contributions will become vested if the
Participant terminates employment for any reasons other
than by death or by Total and Permanent Disability,
pursuant to the following schedule (choose 1, 2, 3 or 4
and complete 3 or 4, if applicable):
[ ] 1. Years of Service Vested Percentage
---------------- -----------------
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
[ ] 2. 100% vesting immediately after satisfaction of the
eligibility requirements.
[ ] 3. Years of Service Vested Percentage
---------------- -----------------
1 year ___%
2 years ___%
3 years 100%
[ ] 4. Years of Service Vested Percentage
---------------- -----------------
1 year ___%
2 years ___% (at least 20%)
3 years ___% (at least 40%)
4 years ___% (at least 60%)
5 years ___% (at least 80%)
6 or more years 100%
NOTE: If a service requirement greater than one Year of Service
is chosen for eligibility, vesting schedule 2 must be selected.
IV. CONTRIBUTIONS
A. The Employer shall annually contribute ___________% of
each Participant's Compensation (not to exceed 25%).
B. Voluntary Employee Contributions (choose l or 2):
[ ] 1. Each Participant may contribute up to ____% of his
Compensation. The minimum Voluntary Contribution,
if any, is ____%. (NOTE: In no event may
Voluntary Employee Contributions be made to this
Plan for Plan Years beginning after the Plan Year
in which this Plan is adopted by the Employer.)
[ ] 2. No Voluntary Employee Contributions are permitted.
C. Termination Year Contribution:
1. Plan Years beginning before January 1, 1990
(choose a or b).
[ ] a. A Participant will share in Employer
Contributions for the Plan Year in which he
terminates employment prior to the end of such
Plan Year.
[ ] b. A Participant will not share in Employer
Contributions for the Plan Year in which he
terminates employment prior to the end of such
Plan Year.
2. Plan Years beginning after December 31, 1989
(choose a or b).
[ ] a. A Participant will share in Employer
Contributions for the Plan Year in which he
terminates employment prior to the end of such
Plan Year.
[ ] b. A Participant will not share in Employer
Contributions for the Plan Year if he terminates
employment prior to the end of such Plan Year
and fails to complete at least 501 Hours of
Service during such Plan Year.
NOTE: In no event may contributions to the Plan cause the Plan
to exceed the annual additions limitations set forth in Article
XIII of the Plan.
V. ALLOCATIONS OF FORFEITURES
Any forfeitures from a Participant's account arising under the
Plan for a Plan Year shall be applied as follows (check 1 or 2
below, and complete 2, if applicable):
[ ] 1. Forfeitures shall be applied to reduce the Employer
Contributions.
[ ] 2. Forfeitures shall be applied to reduce the Employer
Contributions for Plan Years beginning prior to
January 1, 19___ (cannot be earlier than 1986).
For subsequent Plan Years, forfeitures shall be
allocated in the ratio that each Participant's
Compensation bears to the total Compensation of
all Participants.
VI. NORMAL RETIREMENT AGE
The Normal Retirement Age for all Participants in the Plan, if
other than age 65, is (check and complete l or 2 below):
[ ] 1. _____Years of age (not more than 64 or less
than 55).
[ ] 2. For Plan Years beginning before January 1, 1988,
the later of age ____ (not more than 65) or the
____(not more than 10th) anniversary of the date
the Participant commenced participation in the
Plan. For Plan Years beginning after December 31,
1987, the later of age ____ (not more than 65) or
the ____ (not more than 5th) anniversary of the
date the Participant commenced participation in the
Plan.
VII. COMMENCEMENT OF BENEFITS
If a Participant is entitled to a distribution on account of
retirement, the amounts derived from Employer Contributions, the
Participant's Voluntary Employee Contributions and all earnings
thereon shall be paid in the form provided in the Plan
commencing (choose 1 or 2):
[ ] 1. Not later than 30 days after the end of the Plan
Year in which the Participant retires.
[ ] 2. On the date provided in 1 above, unless the
Participant makes an election in writing prior to
his date of retirement to have his benefits
commence on a date not later than April 1 of
the calendar year following the calendar year in
which the Participant attains age 70 1/2.
VIII. INVESTMENT AUTHORITY
Contributions to the Plan shall be invested by the Custodian
in accordance with the instructions of the Plan Administrator
unless 1. and/or 2. is selected below:
[ ] 1. Participants may direct Employer Contributions to
be invested in (choose a. or b. or both):
[ ] a. Philadelphia Fund, Inc.
[ ] b. Eagle Growth Shares, Inc.
If a. and b. are selected, one-half of each payment
will be invested in each fund.
[ ] 2. Participants may direct all Voluntary Employee
Contributions made by the Participant to be
invested in (choose a. or b. or both):
[ ] a. Philadelphia Fund, Inc.
[ ] b. Eagle Growth Shares, Inc.
If a. and b. are selected, one-half of each payment
will be invested in each fund.
NOTE: While Participants may direct the investment of
contributions, such direction shall be given by Participants to
the Plan Administrator, who will transmit such instructions in
writing to the Custodian in accordance with the Custodial
Agreement. Participants may make or change such directions by
giving written notice to the Plan Administrator. Reasonable
restrictions may be imposed on this privilege by the Plan
Administrator or the Sponsor for purposes of administrative
convenience.
IX. ALLOCATION LIMITATIONS
If the Employer maintains or has ever maintained another
qualified plan (other than this Plan and the Prototype Profit
Sharing Plan #001), in which any Participant in this Plan is (or
was) a participant or could become a participant, this Section
IX must be completed. The Employer must also complete this
Section IX if it maintains a welfare benefit fund, as defined in
Section 419(e) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code, under which amounts
are treated as annual additions with respect to any Participant
in this Plan.
IF YOU MAINTAIN SUCH OTHER PLAN(S), FAILURE TO COMPLETE THIS
SECTION IX MAY ADVERSELY EFFECT THE QUALIFICATION OF THE PLANS
YOU MAINTAIN.
A. If a Participant is covered under another qualified
defined contribution plan maintained by the
Employer, other than a master or prototype plan
(choose either 1 or 2):
[ ] 1. The provisions of Section 13.2 of the Plan will
apply as if the other plan were a master or
prototype plan.
[ ] 2. (On an attachment, provide the method under which
the plans will limit total annual additions to the
maximum permissible amount, and will properly
reduce any excess amounts, in a manner that
precludes Employer discretion.)
B. If a Participant is or has ever been a participant in a
defined benefit plan maintained by the Employer (choose
either 1 or 2):
[ ] 1. In any limitation year, the annual additions
credited to the Participant under this Plan may not
cause the sum of the defined benefit plan fraction
and the defined contribution plan fraction to
exceed 1.0. If the Employer contributions that
otherwise would be allocated to the Participant's
Account during such year would cause the 1.0
limitation to be exceeded, the allocation will be
reduced so that the sum of the fractions equal 1.0.
Any contributions not allocated because of the
preceding sentence will be allocated to the
remaining Participants under the Plan. If the 1.0
limitation is exceeded, such excess amount will be
reduced in accordance with Section 13.1(d) of the
Plan.
[ ] 2. On an attachment, provide the method under which
the plan involved will satisfy the 1.0 limitation
in a manner that precludes Employer discretion.
X. INITIAL PAYMENT (only complete if this is the establishment
of a new Plan)
Enclosed is a check payable to "Star Bank, N.A." in the amount
of $________ as the total initial payment to be credited to the
accounts of the Participants which are listed on the Schedule
attached to this Application.
NOTE: AN EMPLOYER WHO HAS EVER MAINTAINED OR LATER ADOPTS ANY
PLAN (INCLUDING, AFTER DECEMBER 31, 1985, A WELFARE BENEFIT
FUND, AS DEFINED IN SECTION 419(e) OF THE CODE, WHICH PROVIDES
POST-RETIREMENT MEDICAL BENEFITS ALLOCATED TO SEPARATE ACCOUNTS
FOR KEY EMPLOYEES, AS DEFINED IN SECTION 419A(d)(3) OF THE CODE,
OR AN INDIVIDUAL MEDICAL ACCOUNT, AS DEFINED IN SECTION
415(l)(2) OF THE CODE) IN ADDITION TO THIS PLAN (OTHER THAN
PROTOTYPE PROFIT SHARING PLAN #001) MAY NOT RELY UPON THE
OPINION LETTER ISSUED BY THE NATIONAL OFFICE OF THE INTERNAL
REVENUE SERVICE AS EVIDENCE THAT THIS PLAN IS QUALIFIED UNDER
SECTION 401(a) OF THE INTERNAL REVENUE CODE. IF THE EMPLOYER
WHO ADOPTS OR MAINTAINS MULTIPLE PLANS WISHES TO OBTAIN RELIANCE
THAT THE PLANS ARE QUALIFIED, APPLICATION FOR A DETERMINATION
LETTER SHOULD BE MADE TO THE APPROPRIATE KEY DISTRICT DIRECTOR
OF INTERNAL REVENUE.
THIS APPLICATION/ADOPTION AGREEMENT MAY BE USED ONLY IN
CONNECTION WITH BASIC PLAN DOCUMENT #01.
XI. EMPLOYER SIGNATURE
The Undersigned hereby adopts the Plan and appoints as
Custodian, in accordance with the Custodial Agreement, Star
Bank, N.A.
The Employer (a) acknowledges receipt of the current
prospectus of the Investment Company or Companies and represents
that each Participant has received such prospectus; (b)
represents that each new Participant will receive the then
current prospectus; (c) on behalf of the Employer and each
Participant consents to the Plan and Custodial Agreement; (d)
represents that the Employer will file such information with the
Internal Revenue Service and the Department of Labor as such
agencies may require, except to the extent the Custodian is
required to file such information; (e) agrees to vote or
instruct the voting of shares as requested by Participants; and
(f) agrees to respect the wishes of Participants concerning
investment of their accounts contributions within the limits
permitted by this Plan.
--------------------------- ------------------------
Name of Employer Plan Number
---------------------------
By: (Authorized Signature) Signed this day of
, 19___.
By signing this application, Star Bank, N.A. agrees to act as
Custodian in accordance with the terms of the Custodial
Agreement.
STAR BANK, N.A.
By:_____________________________