[TRAVELERS LOGO]
                        INVESTMENT COMPANY BLANKET BOND
                  St. Paul Fire and Marine Insurance Company

                        St. Paul, Minnesota 55102-1396
            (A Stock Insurance Company, herein called Underwriter)

DECLARATIONS                                              BOND NO. 490PB2042

Item 1. Name of Insured (herein called Insured):

PHILADELPHIA FUND, INC.
Principal Address:
1200 North Federal Highway, #424
Boca Raton, FL 33432

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Item 2. Bond Period from 12:01 a.m. on 10/02/08 to 12:01 a.m. on 10/02/09 the
        effective date of the termination or cancellation of the bond,
        standard time at the Principal Address as to each of said dates.

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Item 3. Limit of Liability
        Subject to Sections 9, 10, and 12 hereof:

                                                      Limit of      Deductible
                                                      Liability     Amount
Insuring Agreement A - FIDELITY                       $575,000      $0
Insuring Agreement B - AUDIT EXPENSE                  $50,000       $0
Insuring Agreement C - PREMISES                       $575,000      $25,000
Insuring Agreement D - TRANSIT                        $575,000      $25,000
Insuring Agreement E - FORGERY OR ALTERATION          $575,000      $25,000
Insuring Agreement F - SECURITIES                     $575,000      $25,000
Insuring Agreement G - COUNTERFEIT CURRENCY           $575,000      $25,000
Insuring Agreement H - STOP PAYMENT                   $50,000       $5,000
Insuring Agreement I - UNCOLLECTIBLE ITEMS OF DEPOSIT $50,000       $5,000

OPTIONAL COVERAGES ADDED BY RIDER:
J - Computer Systems                                  $575,000      $25,000
K - Voice Initiated Transaction                       $575,000      $25,000
L - Telefacsimile Coverage                            $575,000      $25,000
M - Unauthorized Signature                            $50,000       $5,000

If "Not Covered" is inserted above opposite any specified Insuring
Agreement or Coverage, such Insuring Agreement or Coverage and any other
reference thereto in this bond shall be deemed to be deleted therefrom.
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Item 4. Offices or Premises Covered - Offices acquired or established
        subsequent to the effective date of this bond are covered according to
        the terms of General Agreement A. All the Insured's offices or
        premises in existence at the time this bond becomes effective are
        covered under this bond except the offices or premises located as
        follows: NA


ICB001 Rev. 7/04
2004 The Travelers Companies, Inc.                                Page 1 of 2


<PAGE>
Item 5. The liability of the Underwriter is subject to the terms of the
        Following endorsements or riders attached hereto: Endorsements or
        Riders No. 1 through

ICB010 Ed.07-04
ICB011 Ed.07-04
ICB012 Ed.07-04
ICB013 Ed.07-04
ICB014 Ed.07-04
ICB015 Ed.07-04
ICB016 Ed.07-04
ICB026 Ed.07-04





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Item 6. The Insured by the acceptance of this bond gives notice to the
        Underwriter terminating or canceling prior bonds or policy(ies) No.(s)
        490PB1672 such termination or cancellation to be effective as of the
        time this bond becomes effective.

=============================================================================

IN WITNESS WHEREOF, the Company has caused this bond to be signed by its
President and Secretary and countersigned by a duly authorized representative
of the Company.

Countersigned:                     ST. PAUL FIRE AND MARINE INSURANCE COMPANY


_____________________________________________
Authorized Representative    Countersigned At

                                           /s/Bruce Backberg  /s/Brian MacLean
                                               Secretary          President
_________________________
Countersignature Date














ICB001 Rev. 7/04
2004 The Travelers Companies, Inc.                                Page 2 of 2



<PAGE>
                        INVESTMENT COMPANY BLANKET BOND

The Underwriter, in consideration of an agreed premium, and subject to the
Declarations made a part hereof, the General Agreements, Conditions and
Limitations and other terms of this bond, agrees with the Insured, in
accordance with the Insuring Agreements hereof to which an amount of insurance
is applicable as set forth in Item 3 of the Declarations and with respect to
loss sustained by the Insured at any time but discovered during the Bond
Period, to indemnify and hold harmless the Insured for:

                              INSURING AGREEMENTS
(A) FIDELITY

Loss resulting from any dishonest or fraudulent act(s), including Larceny or
Embezzlement, committed by an Employee, committed anywhere and whether
committed alone or in collusion with others, including loss of Property
resulting from such acts of an Employee, which Property is held by the Insured
for any purpose or in any capacity and whether so held gratuitously or not and
whether or not the Insured is liable therefor.

Dishonest or fraudulent act(s) as used in this Insuring Agreement shall mean
only dishonest or fraudulent act(s) committed by such Employee with the
manifest intent:

(a) to cause the Insured to sustain such loss; and
(b) to obtain financial benefit for the Employee, or for any other Person or
    organization intended by the Employee to receive such benefit, other than
    salaries, commissions, fees, bonuses, promotions, awards, profit sharing,
    pensions or other employee benefits earned in the normal course of
    employment.

(B) AUDIT EXPENSE

Expense incurred by the Insured for that part of the costs of audits or
examinations required by any governmental regulatory authority to be conducted
either by such authority or by an independent accountant by reason of the
discovery of loss sustained by the Insured through any dishonest or fraudulent
act(s), including Larceny or Embezzlement, of any of the Employees. The total
liability of the Underwriter for such expense by reason of such acts of any
Employee or in which such Employee is concerned or implicated or with respect
to any one audit or examination is limited to the amount stated opposite Audit
Expense in Item 3 of the Declarations; it being understood, however, that such
expense shall be deemed to be a loss sustained by the Insured through any
dishonest or fraudulent act(s), including Larceny or Embezzlement, of one or
more of the Employees, and the liability under this paragraph shall be in
addition to the Limit of Liability stated in Insuring Agreement (A) in Item 3
of the Declarations.

(C) ON PREMISES

Loss of Property (occurring with or without negligence or violence) through
robbery, burglary, Larceny, theft, holdup, or other fraudulent means,
misplacement, mysterious unexplainable disappearance, damage thereto or
destruction thereof, abstraction or removal from the possession, custody or
control of the Insured, and loss of subscription, conversion, redemption or
deposit privileges through the misplacement or loss of Property, while the
Property is (or is supposed or believed by the Insured to be) lodged or
deposited within any offices or premises located anywhere, except in an office
listed in Item 4 of the Declarations or amendment thereof or in the mail or
with a carrier for hire, other than an armored motor vehicle company, for the
purpose of transportation.

    Office and Equipment

(1) loss of or damage to furnishings, fixtures, stationery, supplies or
    equipment, within any of the Insured's offices covered under this bond
    caused by Larceny or theft in, or by burglary, robbery or hold-up of, such
    office, or attempt thereat, or by vandalism or malicious mischief; or

(2) loss through damage to any such office by Larceny or theft in, or by
    burglary, robbery or hold-up of, such office, or attempt thereat, or to
    the interior of any such office by vandalism or malicious mischief
    provided, in any event, that the Insured is the owner of such offices,
    furnishings, fixtures, stationery, supplies or equipment or is legally
    liable for such loss or damage always excepting, however, all loss or
    damage through fire.

(D) IN TRANSIT

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Loss of Property (occurring with or without negligence or violence) through
robbery, Larceny, theft, hold-up, misplacement, mysterious unexplainable
disappearance, being lost or otherwise made away with, damage thereto or
destruction thereof, and loss of subscription, conversion, redemption or
deposit privileges through the misplacement or loss of Property, while the
Property is in transit anywhere in the custody of any person or persons acting
as messenger, except while in the mail or with a carrier for hire, other than
an armored motor vehicle company, for the purpose of transportation, such
transit to begin immediately upon receipt of such Property by the transporting
person or persons, and to end immediately upon delivery thereof at
destination.

(E) FORGERY 0R ALTERATION

Loss through Forgery or alteration of or on:

(1) any bills of exchange, checks, drafts, acceptances, certificates of
    deposit, promissory notes, or other written promises, orders or directions
    to pay sums certain in money, due bills, money orders, warrants, orders
    upon public treasuries, letters of credit; or

(2) other written instructions, advices or applications directed to the
    Insured, authorizing or acknowledging the transfer, payment, delivery or
    receipt of funds or Property, which instructions, advices or applications
    purport to have been signed or endorsed by any:

    (a) customer of the Insured, or

    (b) shareholder or subscriber to shares, whether certificated or
        uncertificated, of any Investment Company, or

    (c) financial or banking institution or stockbroker,

        but which instructions, advices or applications either bear the forged
        signature or endorsement or have been altered without the knowledge
        and consent of such customer, shareholder or subscriber to shares, or
        financial or banking institution or stockbroker; or

(3) withdrawal orders or receipts for the withdrawal of funds or Property, or
    receipts or certificates of deposit for Property and bearing the name of
    the Insured as issuer, or of another Investment Company for which the
    Insured acts as agent, excluding, however, any loss covered under Insuring
    Agreement (F) hereof whether or not coverage for Insuring Agreement (F) is
    provided for in the Declarations of this bond.

    Any check or draft (a) made payable to a fictitious payee and endorsed in
    the name of such fictitious payee or (b) procured in a transaction with
    the maker or drawer thereof or with one acting as an agent of such maker
    or drawer or anyone impersonating another and made or drawn payable to the
    one so impersonated and endorsed by anyone other than the one
    impersonated, shall be deemed to be forged as to such endorsement.

    Mechanically reproduced facsimile signatures are treated the same as
    handwritten signatures.

(F) SECURITIES

Loss sustained by the Insured, including loss sustained by reason of a
violation of the constitution by-laws, rules or regulations of any
Self Regulatory Organization of which the Insured is a member or which would
have been imposed upon the Insured by the constitution, by-laws, rules or
regulations of any Self Regulatory Organization if the Insured had been a
member thereof,

(1) through the Insured's having, in good faith and in the course of business,
    whether for its own account or for the account of others, in
    any representative, fiduciary, agency or any other capacity, either
    gratuitously or otherwise, purchased or otherwise acquired, accepted or
    received, or sold or delivered, or given any value, extended any credit or
    assumed any liability, on the faith of, or otherwise acted upon, any
    securities, documents or other written instruments which prove to have
    been:

   (a) counterfeited, or

   (b) forged as to the signature of any maker, drawer, issuer, endorser,
       assignor, lessee, transfer agent or registrar, acceptor, surety or
       guarantor or as to the signature of any person signing in any other
       capacity, or

   (c) raised or otherwise altered, or lost, or stolen, or

(2) through the Insured's having, in good faith and in the course of business,
    guaranteed in writing or witnessed any signatures whether for valuable
    consideration or not and whether or not such guaranteeing or witnessing is
    ultra vires the Insured, upon any transfers,


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2004 The St. Paul Travelers Companies, Inc. All Right Reserved



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    assignments, bills of sale, powers of attorney, guarantees, endorsements
    or other obligations upon or in connection with any securities, documents
    or other written instruments and which pass or purport to pass title to
    such securities, documents or other written instruments; excluding losses
    caused by Forgery or alteration of, on or in those instruments covered
    under Insuring Agreement (E) hereof.

Securities, documents or other written instruments shall be deemed to mean
original (including original counterparts) negotiable or non-negotiable
agreements which in and of themselves represent an equitable interest,
ownership, or debt, including an assignment thereof, which instruments are, in
the ordinary course of business, transferable by delivery of such agreements
with any necessary endorsement or assignment.

The word "counterfeited" as used in this Insuring Agreement shall be deemed to
mean any security, document or other written instrument which is intended to
deceive and to be taken for an original.

Mechanically reproduced facsimile signatures are treated the same as
handwritten signatures.

(G) COUNTERFEIT CURRENCY

Loss through the receipt by the Insured, in good faith, of any counterfeited
money orders or altered paper currencies or coin of the United States of
America or Canada issued or purporting to have been issued by the United
States of America or Canada or issued pursuant to a United States of America
or Canada statute for use as currency.

(H) STOP PAYMENT

Loss against any and all sums which the Insured shall become obligated to pay
by reason of the liability imposed upon the Insured by law for damages:

    For having either complied with or failed to comply with any written
    notice of any customer, shareholder or subscriber of the Insured or any
    Authorized Representative of such customer, shareholder or subscriber to
    stop payment of any check or draft made or drawn by such customer,
    shareholder or subscriber or any Authorized Representative of such
    customer, shareholder or subscriber, or

    For having refused to pay any check or draft made or drawn by any
    customer, shareholder or subscriber of the Insured or any Authorized
    Representative of such customer, shareholder or subscriber.

(I) UNCOLLECTIBLE ITEMS OF DEPOSIT

Loss resulting from payments of dividends or fund shares, or withdrawals
permitted from any customer's, shareholder's, or subscriber's account based
upon Uncollectible Items of Deposit of a customer, shareholder or subscriber
credited by the Insured or the Insured's agent to such customer's,
shareholder's or subscriber's Mutual Fund Account; or loss resulting from an
Item of Deposit processed through an Automated Clearing House which is
reversed by the customer, shareholder or subscriber and deemed uncollectible
by the Insured.

Loss includes dividends and interest accrued not to exceed 15% of the
Uncollectible Items which are deposited.

This Insuring Agreement applies to all Mutual Funds with "exchange privileges"
if all Fund(s) in the exchange program are insured by the Underwriter for
Uncollectible Items of Deposit. Regardless of the number of transactions
between Fund(s), the minimum number of days of deposit within the Fund(s)
before withdrawal as declared in the Fund(s) prospectus shall begin from the
date a deposit was first credited to any Insured Fund(s).

                              GENERAL AGREEMENTS

A. ADDITIONAL OFFICES OR EMPLOYEES CONSOLIDATION OR MERGER - NOTICE
   (1) If the Insured shall, while this bond is in force, establish any
       additional office or offices, such offices shall be automatically
       covered hereunder from the dates of their establishment, respectively.
       No notice to the Underwriter of an increase during any premium period
       in the number of offices or in the number of Employees at any of the
       offices covered hereunder need be given and no additional premium need
       be paid for the remainder of such premium period.

   (2) If an Investment Company, named as Insured herein, shall, while this
       bond is in force, merge or consolidate with, or purchase the assets of
       another institution, coverage for such acquisition shall apply
       automatically


ICB005 Ed. 7-04                               3 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved

<PAGE>
       from the date of acquisition. The Insured shall notify the Underwriter
       of such acquisition within 60 days of said date, and an additional
       premium shall be computed only if such acquisition involves additional
       offices or employees.

B. WARRANTY

No statement made by or on behalf of the Insured, whether contained in the
application or otherwise, shall be deemed to be a warranty of anything except
that it is true to the best of the knowledge and belief of the person making
the statement.

C. COURT COSTS AND ATTORNEYS' FEES

(Applicable to all Insuring Agreements or Coverages now or hereafter forming
part of this bond)

The Underwriter will indemnify the Insured against court costs and reasonable
attorneys' fees incurred and paid by the Insured in defense, whether or not
successful, whether or not fully litigated on the merits and whether or not
settled, of any suit or legal proceeding brought against the Insured to
enforce the Insured's liability or alleged liability on account of any loss,
claim or damage which, if established against the Insured, would constitute a
loss sustained by the Insured covered under the terms of this bond provided,
however, that with respect to Insuring Agreement (A) this indemnity shall
apply only in the event that:

(1) an Employee admits to being guilty of any dishonest or fraudulent act(s),
    including Larceny or Embezzlement; or

(2) an Employee is adjudicated to be guilty of any dishonest or fraudulent
    act(s), including Larceny or Embezzlement;

(3) in the absence of (1) or (2) above an arbitration panel agrees, after a
    review of an agreed statement of facts, that an Employee would be found
    guilty of dishonesty if such Employee were prosecuted.

The Insured shall promptly give notice to the Underwriter of any such suit or
legal proceedings and at the request of the Underwriter shall furnish it with
copies of all pleadings and other papers therein. At the Underwriter's
election the Insured shall permit the Underwriter to conduct the defense of
such suit or legal proceeding, in the Insured's name, through attorneys of the
Underwriter's selection. In such event, the Insured shall give all reasonable
information and assistance which the Underwriter shall deem necessary to the
proper defense of such suit or legal proceeding.

If the amount of the Insured's liability or alleged liability is greater than
the amount recoverable under this bond, or if a Deductible Amount is
applicable, or both, the liability of the Underwriter under this General
Agreement is limited to the proportion of court costs and attorneys' fees
incurred and paid by the Insured or by the Underwriter that the amount
recoverable under this bond bears to the total of such amount plus the amount
which is not so recoverable. Such indemnity shall be in addition to the Limit
of Liability for the applicable Insuring Agreement or Coverage.

D. FORMER EMPLOYEE

Acts of an Employee, as defined in this bond, are covered under Insuring
Agreement (A) only while the Employee is in the Insured's employ. Should loss
involving a former Employee of the Insured be discovered subsequent to the
termination of employment, coverage would still apply under
Insuring Agreement (A) if the direct proximate cause of the loss occurred
while the former Employee performed duties within the scope of his/her
employment.

                 THE FOREGOING INSURING AGREEMENTS AND GENERAL
                    AGREEMENTS ARE SUBJECT TO THE FOLLOWING
                          CONDITIONS AND LIMITATIONS:

SECTION 1. DEFINITIONS

The following terms, as used in this bond have the respective meanings stated
in this Section:

(a) "Employee" means:

    (1) any of the Insured's officers, partners, or and employees, and

    (2) any of the officers or employees of any predecessor of the
        Insured whose principal assets are acquired by the Insured by
        consolidation or merger with, or purchase of assets or capital stock
        of, such predecessor, and


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    (3) attorneys retained by the Insured to perform legal services for the
        Insured and the employees of such attorneys while such attorneys or
        employees of such attorneys are performing such services for the
        Insured, and

    (4) guest students pursuing their studies or duties in any of the
        Insured's offices, and

    (5) directors or trustees of the Insured, the investment advisor,
        underwriter (distributor), transfer agent, or shareholder accounting
        record keeper, or administrator authorized by written agreement to
        keep financial and/or other required records, but only while
        performing acts coming within the scope of the usual duties of an
        officer or employee or while acting as a member of any committee duly
        elected or appointed to examine or audit or have custody of or access
        to the Property of the Insured, and

    (6) any individual or individuals assigned to perform the usual duties of
        an employee within the premises of the Insured, by contract, or by any
        agency furnishing temporary personnel on a contingent or part-time
        basis, and

    (7) each natural person, partnership or corporation authorized by written
        agreement with the Insured to perform services as electronic data
        processor of checks or other accounting records of the Insured, but
        excluding any such processor who acts as transfer agent or in any
        other agency capacity in issuing checks, drafts or securities for the
        Insured, unless included under sub-section (9) hereof, and

    (8) those persons so designated in Section 15, Central Handling of
        Securities, and

    (9) any officer, partner, or Employee of:

        (a) an investment advisor,

        (b) an underwriter (distributor),

        (c) a transfer agent or shareholder accounting record-keeper, or

        (d) an administrator authorized by written agreement to keep financial
            and/or other required records,

    for an Investment Company named as Insured while performing acts coming
    within the scope of the usual duties of an officer or Employee of any
    investment Company named as Insured herein, or while acting as a member of
    any committee duly elected or appointed to examine or audit or have
    custody of or access to the Property of any such Investment Company,
    provided that only Employees or partners of a transfer agent, shareholder
    accounting record-keeper or administrator which is an affiliated person,
    as defined in the Investment Company Act of 1940, of an Investment Company
    named as Insured or is an affiliated person of the advisor, underwriter or
    administrator of such Investment Company, and which is not a bank, shall
    be included within the definition of Employee.

    Each employer of temporary personnel or processors as set forth in sub-
    sections (6) and (7) of Section 1(a) and their partners, officers and
    employees shall collectively be deemed to be one person for all the
    purposes of this bond, excepting, however, the last paragraph of Section
    13.

    Brokers, or other agents under contract or representatives of the same
    general character shall not be considered Employees.

(b) "Property" means money (i.e. currency, coin, bank notes, Federal Reserve
    notes), postage and revenue stamps, U.S. Savings Stamps, bullion, precious
    metals of all kinds and in any form and articles made therefrom, jewelry,
    watches, necklaces, bracelets, gems, precious and semi-precious stones,
    bonds, securities, evidences of debts, debentures, scrip, certificates,
    interim receipts, warrants, rights, puts, calls, straddles, spreads,
    transfers, coupons, drafts, bills of exchange, acceptances, notes, checks,
    withdrawal orders, money orders, warehouse receipts, bills of lading,
    conditional sales contracts, abstracts of title, insurance policies,
    deeds, mortgages under real estate and/or chattels and upon interests
    therein, and assignments of such policies, mortgages and instruments, and
    other valuable papers, including books of account and other records used
    by the Insured in the conduct of its business, and all other instruments
    similar to or in the nature of the foregoing including
    Electronic Representations of such instruments enumerated above (but
    excluding all data processing records) in which the Insured has an
    interest or in which the Insured acquired or should have acquired an
    interest by reason of a predecessor's declared financial condition at the
    time of the Insured's consolidation or merger with, or purchase of the
    principal assets of, such predecessor or which are held by the Insured for
    any purpose or in any capacity and whether so held gratuitously or not and
    whether or not the Insured is liable therefor.

(c) "Forgery" means the signing of the name of another with intent to deceive;
    it does not


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    include the signing of one's own name with or without authority, in any
    capacity, for any purpose.

(d) "Larceny and Embezzlement" as it applies to any named Insured means those
    acts as set forth in Section 37 of the Investment Company Act of
    1940.

(e) "Items of Deposit" means any one or more checks and drafts. Items of
     Deposit shall not be deemed uncollectible until the Insured's collection
    procedures have failed.

SECTION 2. EXCLUSIONS THIS BOND, DOES NOT COVER:

    (a) loss effected directly or indirectly by means of forgery or alteration
        of, on or in any instrument, except when covered by Insuring Agreement
        (A), (E), (F) or (G).

    (b) loss due to riot or civil commotion outside the United States of
        America and Canada; or loss due to military, naval or usurped power,
        war or insurrection unless such loss occurs in transit in the
        circumstances recited in Insuring Agreement (D), and unless, when such
        transit was initiated, there was no knowledge of such riot, civil
        commotion, military, naval or usurped power, war or insurrection on
        the part of any person acting for the Insured in initiating such
        transit.

    (c) loss, in time of peace or war, directly or indirectly caused by or
        resulting from the effects of nuclear fission or fusion or
        radioactivity; provided, however, that this paragraph shall not apply
        to loss resulting from industrial uses of nuclear energy.

    (d) loss resulting from any wrongful act or acts of any person who is a
        member of the Board of Directors of the Insured or a member of any
        equivalent body by whatsoever name known unless such person is also an
        Employee or an elected official, partial owner or partner of the
        Insured in some other capacity, nor, in any event, loss resulting from
        the act or acts of any person while acting in the capacity of a member
        of such Board or equivalent body.

    (e) loss resulting from the complete or partial non-payment of, or default
        upon, any loan or transaction in the nature of, or amounting to,
        a loan made by or obtained from the Insured or any of its partners,
        directors or Employees, whether authorized or unauthorized and whether
        procured in good faith or through trick, artifice fraud or false
        pretenses, unless such loss is covered under Insuring Agreement (A),
        (E) or (F).

    (f) loss resulting from any violation by the Insured or by any Employee:

        (1) of law regulating (a) the issuance, purchase or sale of
            securities, (b) securities transactions upon Security Exchanges or
            over the counter market, (c) Investment Companies, or (d)
            Investment Advisors, or

        (2) of any rule or regulation made pursuant to any such law.

        unless such loss, in the absence of such laws, rules or regulations,
        would be covered under Insuring Agreements (A) or (E).

    (g) loss of Property or loss of privileges through the misplacement or
        loss of Property as set forth in Insuring Agreement (C) or (D) while
        the Property is in the custody of any armored motor vehicle company,
        unless such loss shall be in excess of the amount recovered or
        received by the Insured under (a) the Insured's contract with said
        armored motor vehicle company, (b) insurance carried by said armored
        motor vehicle company for the benefit of users of its service, and (c)
        all other insurance and indemnity in force in whatsoever form carried
        by or for the benefit of users of said armored motor vehicle company's
        service, and then this bond shall cover only such excess.

    (h) potential income, including but not limited to interest and dividends,
        not realized by the Insured because of a loss covered under this bond,
        except as included under Insuring Agreement (I).

    (i) all damages of any type for which the Insured is legally liable,
        except direct compensatory damages arising from a loss covered under
        this bond.

    (j) loss through the surrender of Property away from an office of the
        Insured as a result of a threat:

        (1) to do bodily harm to any person, except loss of Property in
            transit in the custody of any person acting as messenger provided
            that when such transit was initiated there was no knowledge by the
            Insured of any such threat, or

        (2) to do damage to the premises or Property of the Insured, except
            when covered under Insuring Agreement (A).


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    (k) all costs, fees and other expenses incurred by the Insured in
        establishing the existence of or amount of loss covered under this
        bond unless such indemnity is provided for under Insuring Agreement
        (B).

    (l) loss resulting from payments made or withdrawals from the account of a
        customer of the Insured, shareholder or subscriber to shares involving
        funds erroneously credited to such account, unless such payments are
        made to or withdrawn by such depositors or representative of such
        person, who is within the premises of the drawee bank of the Insured
        or within the office of the Insured at the time of such payment or
        withdrawal or unless such payment is covered under Insuring Agreement
        (A).

    (m) any loss resulting from Uncollectible Items of Deposit which are drawn
        from a financial institution outside the fifty states of the United
        States of America, District of Columbia, and territories and
        possessions of the United States of America, and Canada.

SECTION 3. ASSIGNMENT OF RIGHTS

This bond does not afford coverage in favor of any Employers of temporary
personnel or of processors as set forth in sub-sections (6) and (7) of Section
1(a) of this bond, as aforesaid, and upon payment to the Insured by the
Underwriter on account of any loss through dishonest or fraudulent act(s)
including Larceny or Embezzlement committed by any of the partners, officers
or employees of such Employers, whether acting alone or in collusion with
others, an assignment of such of the Insured's rights and causes of action as
it may have against such Employers by reason of such acts so committed shall,
to the extent of such payment, be given by the Insured to the Underwriter, and
the Insured shall execute all papers necessary to secure to the Underwriter
the rights herein provided for.

SECTION 4. LOSS -NOTICE -PROOF LEGAL PROCEEDINGS

This bond is for the use and benefit only of the Insured named in the
Declarations and the Underwriter shall not be liable hereunder for loss
sustained by anyone other than the Insured unless the Insured, in its sole
discretion and at its option, shall include such loss in the Insured's proof
of loss. At the earliest practicable moment after discovery of any loss
hereunder the Insured shall give the Underwriter written notice thereof and
shall also within six months after such discovery furnish to the Underwriter
affirmative proof of loss with full particulars. If claim is made under this
bond for loss of securities or shares, the Underwriter shall not be liable
unless each of such securities or shares is identified in such proof of loss
by a certificate or bond number or, where such securities or shares are
uncertificated, by such identification means as agreed to by the Underwriter.
The Underwriter shall have thirty days after notice and proof of loss within
which to investigate the claim, but where the loss is clear and undisputed,
settlement shall be made within forty-eight hours; and this shall apply
notwithstanding the loss is made up wholly or in part of securities of which
duplicates may be obtained. Legal proceedings for recovery of any loss
hereunder shall not be brought prior to the expiration of sixty days after
such proof of loss is filed with the Underwriter nor after the expiration of
twenty-four months from the discovery of such loss, except that any action or
proceedings to recover hereunder on account of any judgment against the
Insured in any suit mentioned in General Agreement C or to recover attorneys'
fees paid in any such suit, shall be begun within twenty-four months from the
date upon which the judgment in such suit shall become final. If any
limitation embodied in this bond is prohibited by any law controlling the
construction hereof, such limitation shall be deemed to be amended so as to be
equal to the minimum period of limitation permitted by such law.

    Discovery occurs when the Insured:

    (a) becomes aware of facts, or

    (b) receives written notice of an actual or potential claim by a third
        party which alleges that the Insured is liable under circumstances,
        which would cause a reasonable person to assume that a loss covered by
        the bond has been or will be incurred even though the exact amount or
        details of loss may not be then known.

SECTION 5. VALUATION OF PROPERTY

The value of any Property, except books of accounts or other records used by
the Insured in the conduct of its business, for the loss of which a claim
shall be made hereunder, shall be determined by the average market value of
such Property on the business day next preceding the discovery of such loss;
provided, however, that the value of any Property replaced by the Insured
prior to the payment of claim therefor shall be the actual market value at the
time of replacement; and further provided that in case of a loss or
misplacement of interim certificates, warrants, rights, or other securities,
the production of which is necessary to the exercise of subscription,
conversion, redemption or deposit privileges, the value thereof shall be the
market value of such privileges

ICB005 Ed. 7-04 	7 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved

<PAGE>
immediately preceding the expiration thereof if said loss or misplacement is
not discovered until after their expiration. If no market price is quoted for
such Property or for such privileges, the value shall be fixed by agreement
between the parties or by arbitration.

In case of any loss or damage to Property consisting of books of accounts or
other records used by the Insured in the conduct of its business, the
Underwriter shall be liable under this bond only if such books or records are
actually reproduced and then for not more than the cost of blank books, blank
pages or other materials plus the cost of labor for the actual transcription
or copying of data which shall have been furnished by the Insured in order to
reproduce such books and other records.

SECTION 6. VALUATION OF PREMISES AND FURNISHINGS

In case of damage to any office of the Insured, or loss of or damage to the
furnishings, fixtures, stationery, supplies, equipment, safes or vaults
therein, the Underwriter shall not be liable for more than the actual cash
value thereof, or for more than the actual cost of their replacement or
repair. The Underwriter may, at its election, pay such actual cash value or
make such replacement or repair. If the underwriter and the Insured cannot
agree upon such cash value or such cost of replacement or repair, such shall
be determined by arbitration.

SECTION 7. LOST SECURITIES

If the Insured shall sustain a loss of securities the total value of which is
in excess of the limit stated in Item 3 of the Declarations of this bond, the
liability of the Underwriter shall be limited to payment for, or duplication
of, securities having value equal to the limit stated in Item 3 of the
Declarations of this bond.

If the Underwriter shall make payment to the Insured for any loss of
securities, the Insured shall thereupon assign to the Underwriter all of the
Insured's rights, title and interest in and to said securities.

With respect to securities the value of which do not exceed the Deductible
Amount (at the time of the discovery of the loss) and for which the
Underwriter may at its sole discretion and option and at the request of the
Insured issue a Lost Instrument Bond or Bonds to effect replacement thereof,
the Insured will pay the usual premium charged therefor and will indemnify the
Underwriter against all loss or expense that the Underwriter may sustain
because of the issuance of such Lost Instrument Bond or Bonds.

With respect to securities the value of which exceeds the Deductible Amount
(at the time of discovery of the loss) and for which the Underwriter may issue
or arrange for the issuance of a Lost Instrument Bond or Bonds to effect
replacement thereof, the Insured agrees that it will pay as premium therefor a
proportion of the usual premium charged therefor, said proportion being equal
to the percentage that the Deductible Amount bears to the value of the
securities upon discovery of the loss, and that it will indemnify the issuer
of said Lost Instrument Bond or Bonds against all loss and expense that is not
recoverable from the Underwriter under the terms and conditions of this
Investment Company Blanket Bond subject to the Limit of Liability hereunder.

SECTION 8. SALVAGE

in case of recovery, whether made by the Insured or by the Underwriter, on
account of any loss in excess of the Limit of Liability hereunder plus the
Deductible Amount applicable to such loss, from any source other than
suretyship, insurance, reinsurance, security or indemnity taken by or for the
benefit of the Underwriter, the net amount of such recovery, less the actual
costs and expenses of making same, shall be applied to reimburse the Insured
in full for the excess portion of such loss, and the remainder, if any, shall
be paid first in reimbursement of the Underwriter and thereafter in
reimbursement of the Insured for that part of such loss within the Deductible
Amount. The Insured shall execute all necessary papers to secure to the
Underwriter the rights provided for herein.

SECTION 9. NON-REDUCTION AND NONACCUMULATION OF LIABILITY AND TOTAL
LIABILITY

At all times prior to termination hereof, this bond shall continue in force
for the limit stated in the applicable sections of Item 3 of the Declarations
of this bond notwithstanding any previous loss for which the Underwriter may
have paid or be liable to pay hereunder; PROVIDED, however, that regardless of
the number of years this bond shall continue in force and the number or
premiums which shall be payable or paid, the liability of the Underwriter
under this bond with respect to all loss resulting from:

    (a) any one act of burglary, robbery or holdup, or attempt thereat, in
        which no Partner or Employee is concerned or implicated shall be
        deemed to be one loss, or

    (b) any one unintentional or negligent act on the part of any other person
        resulting in damage to or destruction or misplacement of Property,
        shall be deemed to be one loss, or


ICB005 Ed. 7-04 	                            8 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved

<PAGE>
    (c) all wrongful acts, other than those specified in (a) above, of any one
        person shall be deemed to be one loss, or

    (d) all wrongful acts, other than those specified in (a) above, of one or
        more persons (which dishonest act(s) or act(s) of Larceny or
        Embezzlement include, but are not limited to, the failure of an
        Employee to report such acts of others) whose dishonest act or acts
        intentionally or unintentionally, knowingly or unknowingly, directly
        or indirectly, aid or aids in any way, or permits the continuation of,
        the dishonest act or acts of any other person or persons shall be
        deemed to be one loss with the act or acts of the persons aided, or

    (e) any one casualty or event other than those specified in (a), (b), (c)
        or (d) preceding, shall be deemed to be one loss, and

shall be limited to the applicable Limit of Liability stated in Item 3 of the
Declarations of this bond irrespective of the total amount of such loss or
losses and shall not be cumulative in amounts from year to year or from period
to period.

Sub-section (c) is not applicable to any situation to which the language of
sub-section (d) applies.

SECTION 10. LIMIT OF LIABILITY

With respect to any loss set forth in the PROVIDED clause of Section 9 of this
bond which is recoverable or recovered in whole or in part under any other
bonds or policies issued by the Underwriter to the Insured or to any
predecessor in interest of the Insured and terminated or cancelled or allowed
to expire and in which the period of discovery has not expired at the time any
such loss thereunder is discovered, the total liability of the Underwriter
under this bond and under other bonds or policies shall not exceed, in the
aggregate, the amount carried hereunder on such loss or the amount available
to the Insured under such other bonds or policies, as limited by the terms and
conditions thereof, for any such loss if the latter amount be the larger.

SECTION 11. OTHER INSURANCE

If the Insured shall hold, as indemnity against any loss covered hereunder,
any valid and enforceable insurance or suretyship, the Underwriter shall be
liable hereunder only for such amount of such loss which is in excess of the
amount of such other insurance or suretyship, not exceeding, however, the
Limit of Liability of this bond applicable to such loss.

SECTION 12. DEDUCTIBLE

The Underwriter shall not be liable under any of the Insuring Agreements of
this bond on account of loss as specified, respectively, in sub-sections (a),
(b), (c), (d) and (e) of Section 9, NON-REDUCTION AND NON-ACCUMULATION OF
LIABILITY AND TOTAL LIABILITY, unless the amount of such loss, after deducting
the net amount of all reimbursement and/or recovery obtained or made by the
Insured, other than from any bond or policy of insurance issued by an
insurance company and covering such loss, or by the Underwriter on account
thereof prior to payment by the Underwriter of such loss, shall exceed the
Deductible Amount set forth in Item 3 of the Declarations hereof (herein
called Deductible Amount), and then for such excess only, but in no event for
more than the applicable Limit of Liability stated in Item 3 of the
Declarations.

The Insured will bear, in addition to the Deductible Amount, premiums on Lost
Instrument Bonds as set forth in Section 7.

There shall be no deductible applicable to any loss under Insuring Agreement A
sustained by any Investment Company named as Insured herein.

SECTION 13. TERMINATION

The Underwriter may terminate this bond as an entirety by furnishing written
notice specifying the termination date, which cannot be prior to 60 days after
the receipt of such written notice by each Investment Company named as Insured
and the Securities and Exchange Commission, Washington, D.C. The Insured may
terminate this bond as an entirety by furnishing written notice to the
Underwriter. When the Insured cancels, the Insured shall furnish written
notice to the Securities and Exchange Commission, Washington, D.C., prior to
60 days before the effective date of the termination. The Underwriter shall
notify all other Investment Companies named as Insured of the receipt of such
termination notice and the termination cannot be effective prior to 60 days
after receipt of written notice by all other Investment Companies. Premiums
are earned until the termination date as set forth herein.

This Bond will terminate as to any one Insured immediately upon taking over of
such Insured by a receiver or other liquidator or by State or Federal
officials, or immediately upon the filing of a petition under any State or
Federal statute relative to bankruptcy or reorganization of the Insured, or
assignment for the benefit of creditors of the Insured, or immediately upon
such Insured ceasing to exist, whether through merger into another entity, or
by disposition of all of its assets.


ICB005 Ed. 7-04 	                            9 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved

<PAGE>
The Underwriter shall refund the unearned premium computed at short rates in
accordance with the standard short rate cancellation tables if terminated by
the Insured or pro rata if terminated for any other reason.

    This Bond shall terminate:

    (a) as to any Employee as soon as any partner, officer or supervisory
        Employee of the Insured, who is not in collusion with such Employee,
        shall learn of any dishonest or fraudulent act(s), including Larceny
        or Embezzlement on the part of such Employee without prejudice to the
        loss of any Property then in transit in the custody of such Employee
        (see Section 16(d)), or

   (b) as to any Employee 60 days after receipt by each Insured and by the
       Securities and Exchange Commission of a written notice from the
       Underwriter of its desire to terminate this bond as to such Employee,
       or

   (c) as to any person, who is a partner, officer or employee of any
       Electronic Data Processor covered under this bond, from and after the
       time that the Insured or any partner or officer thereof not in
       collusion with such person shall have knowledge or information that
       such person has committed any dishonest or fraudulent act(s), including
       Larceny or Embezzlement in the service of the Insured or otherwise,
       whether such act be committed before or after the time this bond is
       effective.

SECTION 14. RIGHTS AFTER TERMINATION OR CANCELLATION

At any time prior to the termination or cancellation of this bond as an
entirety, whether by the Insured or the Underwrite, the Insured may give the
Underwriter notice that it desires under this bond an additional period of 12
months within which to discover loss sustained by the Insured prior to the
effective date of such termination or cancellation and shall pay an additional
premium therefor.

Upon receipt of such notice from the Insured, the Underwriter shall give its
written consent thereto; provided, however, that such additional period of
time shall terminate immediately:

    (a) on the effective date of any other insurance obtained by the Insured,
        its successor in business or any other party, replacing in whole or in
        part the insurance afforded by this bond, whether or not such other
        insurance provides coverage for loss sustained prior to its effective
        date, or

    (b) upon takeover of the Insured's business by any State or Federal
        official or agency, or by any receiver or liquidator, acting or
        appointed for this purpose without the necessity of the Underwriter
        giving notice of such termination. In the event that such additional
        period of time is terminated, as provided above, the Underwriter shall
        refund any unearned premium. The right to purchase such additional
        period for the discovery of loss may not be exercised by any State or
        Federal official or agency, or by a receiver or liquidator, acting or
        appointed to take over the Insured's business for the operation or for
        the liquidation thereof or for any purpose.

SECTION 15. CENTRAL HANDLING OF SECURITIES

Securities included in the system for the central handling of securities
established and maintained by Depository Trust Company, Midwest Depository
Trust Company, Pacific Securities Depository Trust Company, and Philadelphia
Depository Trust Company, hereinafter called Corporations, to the extent of
the Insured's interest therein as effected by the making of appropriate
entries on the books and records of such Corporations shall be deemed to be
Property.

The words "Employee" and 'Employees" shall be deemed to include the officers,
partners, clerks and other employees of the New York Stock Exchange, Boston
Stock Exchange, Midwest Stock Exchange, Pacific Stock Exchange and
Philadelphia Stock Exchange, hereinafter called Exchanges, and of the above
named Corporations, and of any nominee in whose name is registered any
security included within the systems for the central handling of securities
established and maintained by such Corporations, and any employee or any
recognized service company, while such officers, partners, clerks and other
employees and employees of service companies perform services for such
Corporations in the operation of such systems. For the purpose of the above
definition a recognized service company shall be any company providing clerks
or other personnel to the said Exchanges or Corporations on a contract basis.

The Underwriter shall not be liable on account of any loss(es) in connection
with the central handling of securities within the systems established and
maintained by such Corporations, unless such loss(es) shall be in excess of
the amount(s) recoverable or recovered under any bond or policy of insurance
indemnifying such Corporations against such loss(es), and then the Underwriter
shall be liable hereunder



ICB005 Ed. 7-04 	                           10 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved


<PAGE>
only for the Insured's share of such excess loss(es), but in no event for more
than the Limit of Liability applicable hereunder.

For the purpose of determining the Insured's share of excess loss(es) it shall
be deemed that the Insured has an interest in any certificate representing any
security included within such systems equivalent to the
interest the Insured then has in all certificates representing the same
security included within such systems and that such Corporations shall use
their best judgment in apportioning the amount(s) recoverable or recovered
under any bond or policy of insurance indemnifying such Corporations against
such loss(es) in connection with the central handling of securities within
such systems among all those having an interest as recorded by appropriate
entries in the books and records of such Corporations in Property involved in
such loss(es) on the basis that each such interest shall share in the
amount(s) so recoverable or recovered in the ratio that the value of each such
interest bears to the total value all such interests and that the Insured's
share of such excess loss(es) shall be the amount of the Insured's interest in
such Property in excess of the amount(s) so apportioned to the Insured by such
Corporations.

This bond does not afford coverage in favor of such Corporations or Exchanges
or any nominee in whose name is registered any security included within the
systems for the central handling of securities established and maintained by
such Corporations, and upon payment to the Insured by the Underwriter on
account of any loss(es) within the systems, an assignment of such of the
Insured's rights and causes of action as it may have against such Corporations
or Exchanges shall to the extent of such payment, be given by the Insured to
the Underwriter, and the Insured shall execute all papers necessary to secure
the Underwriter the rights provided for herein.

SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED

If more than one corporation, co-partnership or person or any combination of
them be included as the Insured herein:

    (a) the total liability of the Underwriter hereunder for loss or losses
        sustained by any one or more or all of them shall not exceed the limit
        for which the Underwriter would be liable hereunder if all such loss
        were sustained by any one of them;

    (b) the one first named herein shall be deemed authorized to make, adjust
        and receive and enforce payment of all claims hereunder and shall be
        deemed to be the agent of the others for such purposes and for the
        giving or receiving of any notice required or permitted to be given by
        the terms hereof, provided that the Underwriter shall furnish each
        named Investment Company with a copy of the bond and with any
        amendment thereto, together with a copy of each formal filing of the
        settlement of each such claim prior to the execution of such
        settlement;

    (c) the Underwriter shall not be responsible for the proper application of
        any payment made hereunder to said first named Insured;

    (d) knowledge possessed or discovery made by any partner, officer of
        supervisory Employee of any Insured shall for the purposes of Section
        4 and Section 13 of this bond constitute knowledge or discovery by all
        the Insured; and

    (e) if the first named Insured ceases for any reason to be covered under
        this bond, then the Insured next named shall thereafter be considered
        as the first, named Insured for the purposes of this bond.

SECTION 17. NOTICE AND CHANGE OF CONTROL

Upon the Insured obtaining knowledge of a transfer of its outstanding voting
securities which results in a change in control (as set forth in Section 2(a)
(9) of the Investment Company Act of 1940) of the Insured, the Insured shall
within thirty (30) days of such knowledge give written notice to the
Underwriter setting forth:

    (a) the names of the transferors and transferees (or the names of the
        beneficial owners if the voting securities are requested in another
        name), and

    (b) the total number of voting securities owned by the transferors and the
        transferees (or the beneficial owners), both immediately before and
        after the transfer, and

    (c) the total number of outstanding voting securities.

As used in this section, control means the power to exercise a controlling
influence over the management or policies of the Insured.

Failing to give the required notice shall result in termination of coverage of
this bond, effective upon the date of stock transfer for any loss in which any
transferee is concerned or implicated.

Such notice is not required to be given in the case of an Insured which is an
Investment Company.

SECTION 18. CHANGE OR MODIFICATION


ICB005 Ed. 7-04 	                           11 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved

<PAGE>
This bond or any instrument amending or effecting same may not be changed or
modified orally. No changes in or modification thereof shall be effective
unless made by written endorsement issued to form a part hereof over the
signature of the Underwriter's Authorized Representative. When a bond covers
only one Investment Company no change or modification which would adversely
affect the rights of the Investment Company shall be effective prior to 60
days after written notification has been furnished to the Securities and
Exchange Commission, Washington, D.C., by the Insured or by the Underwriter.
If more than one Investment Company is named as the Insured herein, the
Underwriter shall give written notice to each Investment Company and to the
Securities and Exchange Commission, Washington, D.C., not less than 60 days
prior to the effective date of any change or modification which would
adversely affect the rights of such Investment Company.

ICB005 Ed. 7-04 	                           12 of 12
2004 The St. Paul Travelers Companies, Inc. All Right Reserved
<PAGE>
                           ENDORSEMENT OR RIDER NO.
        THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.
------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                           Named Insured Endorsement
It is agreed that:

1. From and after the time this rider becomes effective the Insured under the
   attached bond are:

PHILADELPHIA FUND, INC.
EAGLE GROWTH SHARES, INC.

2. The first named Insured shall act for itself and for each and all of the
   Insured for all the purposes of the attached bond.

3. Knowledge possessed or discovery made by any Insured or by any partner or
   officer thereof shall for all the purposes of the attached bond constitute
   knowledge or discovery by all the Insured.

4. If, prior to the termination of the attached bond in its entirety, the
   attached bond is terminated as to any Insured, there shall be no liability
   for any loss sustained by such Insured unless discovered before the time
   such termination as to such Insured becomes effective.

5. The liability of the Underwriter for loss or losses sustained by any or all
   of the Insured shall not exceed the amount for which the Underwriter would
   be liable had all such loss or losses been sustained by any one of the
   Insured. Payment by the Underwriter to the first named Insured of loss
   sustained by any Insured shall fully release the Underwriter on account of
   such loss.

6. If the first named Insured ceases for any reason to be covered under the
   attached bond, then the Insured next named shall thereafter be considered
   as the first named Insured for all the purposes of the attached bond.

Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.

                                          By ________________________________
                                             Authorized Representative
ICB010 Ed. 7-04
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved   Page 1 of 1

<PAGE>
                           ENDORSEMENT OR RIDER NO.
         THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.
------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                               Computer Systems

It is agreed that:

1. The attached bond is amended by adding an additional Insuring Agreement as
   follows:

           INSURING AGREEMENT J COMPUTER SYSTEMS

Loss resulting directly from a fraudulent
(1) entry of data into, or

(2) change of data elements or program within a Computer System listed in the
    SCHEDULE below, provided the fraudulent entry or change causes

    (a) Property to be transferred, paid or delivered,

    (b) an account of the Insured, or of its customer, to be added, deleted,
        debited or credited, or

    (c) an unauthorized account or a fictitious account to be debited or
        credited, and provided further, the fraudulent entry or change is made
        or caused by an individual acting with the manifest intent to

        (i)  cause the Insured to sustain a loss, and

        (ii) obtain financial benefit for that individual or for other persons
             intended by that individual to receive financial benefit.

                                   SCHEDULE

All systems utilized by the Insurer


2. As used in this Rider, Computer System means

    (a) computers with related peripheral components, including storage
        components, wherever located,

    (b) systems and applications software,

    (c) terminal devices, and

    (d) related communication networks

   by which data are electronically collected, transmitted, processed, stored
   and retrieved.

3. In addition to the exclusions in the attached bond, the following
   exclusions are applicable to this Insuring Agreement:

    (a) loss resulting directly or indirectly from the theft of confidential
        information, material or data; and


ICB011 Ed. 7-04                                    Page 1 of 2
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved

<PAGE>
    (b) loss resulting directly or indirectly from entries or changes made by
        an individual authorized to have access to a Computer System who acts
        in good faith on instructions, unless such instructions are given to
        that individual by a software contractor (or by a partner, officer or
        employee thereof) authorized by the Insured to design, develop,
        prepare, supply, service, write or implement programs for the
        Insured's Computer System.

4. The following portions of the attached bond are not applicable to this
   Rider:

    (a) the portion preceding the Insuring Agreements which reads "at any time
        but discovered during the Bond Period";

    (b) Section 9 NONREDUCTION AND NON-ACCUMULATION OF LIABILITY of the
        Conditions and Limitations; and

    (c) Section 10 LIMIT OF LIABILITY of the Conditions and Limitations.

5. The coverage afforded by this Rider applies only to loss discovered by the
   Insured during the period this Rider is in force.

6. All loss or series of losses involving the fraudulent activity of one
   individual, or involving fraudulent activity, in which one individual is
   implicated, whether or not that individual is specifically identified,
   shall be treated as one loss. A series of losses involving unidentified
   individuals but arising from the same method of operation may be deemed by
   the Underwriter to involve the same individual and in that event shall be
   treated as one loss.

7. The Limit of Liability for the coverage provided by this Rider shall be
   Five Hundred Seventy Five Thousand Dollars ($575,000 ), it being
   understood, however, that such liability shall be a part of and not in
   addition to the Limit of Liability stated in Item 3 of the Declarations of
   the attached bond or any amendment thereof.

8. The Underwriter shall be liable hereunder for the amount by which one

   loss exceeds the Deductible Amount applicable to the attached bond, but not
   in excess of the Limit of Liability stated above.

9. If any loss is covered under this Insuring Agreement and any other
   Insuring Agreement or Coverage, the maximum amount payable for such loss
   shall not exceed the largest amount available under any one Insuring
   Agreement or Coverage.

10. Coverage under this Rider shall terminate upon termination or
    cancellation of the bond to which this Rider is attached. Coverage under
    this Rider may also be terminated or canceled without canceling the bond
    as an entirety

    (a) 60 days after receipt by the Insured of written notice from the
        Underwriter of its desire to terminate or cancel coverage under this
        Rider, or

    (b) immediately upon receipt by the Underwriter of a written request from
        the Insured to terminate or cancel coverage under this Rider.

    The Underwriter shall refund to the Insured the unearned premium for the
    coverage under this Rider. The refund shall be computed at short rates if
    this Rider be terminated or canceled or reduced by notice from, or at the
    instance of, the Insured.

Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.


                                          By ________________________________
                                             Authorized Representative

ICB011 Ed. 7-04                                   Page 2 of 2
2004 The St. Paul Travelers Companies, Inc. All Right Reserved

<PAGE>
                           ENDORSEMENT OR RIDER NO.
         THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.

------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                            Unauthorized Signatures

It is agreed that:

1. The attached bond is amended by inserting an additional Insuring
   Agreement as follows:

              INSURING AGREEMENT M UNAUTHORIZED SIGNATURE

   (A) Loss resulting directly from the Insured having accepted, paid or
       cashed any check or withdrawal order, draft, made or drawn on a
       customer's account which bears the signature or endorsement of one
       other than a person whose name and signature is on the application on
       file with the Insured as a signatory on such account.

   (B) It shall be a condition precedent to the Insured's right of recovery
       under this Rider that the Insured shall have on file signatures of all
       persons who are authorized signatories on such account.

2. The total liability of the Underwriter under Insuring Agreement M is
   limited to the sum of Fifty Thousand Dollars ($50,000 ), it being
   understood, however, that such liability shall be part of and not in
   addition to the Limit of Liability stated in Item 3 of the Declarations of
   the attached bond or amendment thereof.

3. With respect to coverage afforded under this Rider, the Deductible Amount
   shall be Five Thousand Dollars ($5,000 ).



Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.

                                          By ________________________________
                                             Authorized Representative

ICB012 Ed. 7-04
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved
<PAGE>
                           ENDORSEMENT OR RIDER NO.
         THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.

------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                           Telefacsimile Transactions

It is agreed that:

1. The attached Bond is amended by adding an additional Insuring Agreement as
   follows:

   INSURING AGREEMENT L TELEFACSIMILE TRANSACTIONS

   Loss caused by a Telefacsimile Transaction, where the request for such
   Telefacsimile Transaction is unauthorized or fraudulent and is made with
   the manifest intent to deceive; provided, that the entity which receives
   such request generally maintains and follows during the Bond Period all
   Designated Fax Procedures with respect to Telefacsimile Transactions. The
   isolated failure of such entity to maintain and follow a particular
   Designated Fax Procedure in a particular instance will not preclude
   coverage under this Insuring Agreement, subject to the exclusions herein
   and in the Bond.

2. DEFINITIONS. The following terms used in this Insuring Agreement shall have
   the following meanings:

   a. "Telefacsimile System" means a system of transmitting and reproducing
      fixed graphic material (as, for example, printing) by means of signals
      transmitted over telephone lines.

   b. "Telefacsimile Transaction" means any Fax Redemption, Fax Election, Fax
      Exchange, or Fax Purchase.

   c. "Fax Redemption" means any redemption of shares issued by an Investment
      Company which is requested through a Telefacsimile System.

   d. "Fax Election" means any election concerning dividend options available
      to Fund shareholders which is requested through a Telefacsimile System.

   e. "Fax Exchange" means any exchange of shares in a registered account of
      one Fund into shares in an identically registered account of another
      Fund in the same complex pursuant to exchange privileges of the two
      Funds, which exchange is requested through a Telefacsimile System.

   f. "Fax Purchase" means any purchase of shares issued by an Investment
      Company which is requested through a Telefacsimile System.

   g. "Designated Fax Procedures" means the following procedures:

      (1) RETENTION: All Telefacsimile Transaction requests shall be retained
          for at least six (6) months. Requests shall be capable of being
          retrieved and produced in legible form within a reasonable time
          after retrieval is requested.

      (2) Identity Test: The identity of the sender in any request for a
          Telefacsimile Transaction shall be tested before executing that
          Telefacsimile Transaction, either by requiring the sender to include
          on the face of the request a unique identification number or to
          include key specific account information. Requests of Dealers must
          be on company letterhead and be signed by an authorized
          representative. Transactions by occasional users are to be verified
          by telephone confirmation.




ICB013 Ed. 7-04                                    Page 1 of 2
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved


<PAGE>
      (3) CONTENTS: A Telefacsimile Transaction shall not be executed unless
          the request for such Telefacsimile Transaction is dated and purports
          to have been signed by (a) any shareholder or subscriber to shares
          issued by a Fund, or (b) any financial or banking institution or
          stockbroker.

      (4) WRITTEN CONFIRMATION: A written confirmation of each Telefacsimile
          Transaction shall be sent to the shareholder(s) to whose account
          such Telefacsimile Transaction relates, at the record address, by
          the end of the Insured's next regular processing cycle, but no later
          than five (5) business days following such Telefacsimile
          Transaction.

   i. "Designated" means or refers to a written designation signed by a
      shareholder of record of a Fund, either in such shareholder's initial
      application for the purchase of Fund shares, with or without a Signature
      Guarantee, or in another document with a Signature Guarantee.

   j. "Signature Guarantee" means a written guarantee of a signature, which
      guarantee is made by an Eligible Guarantor Institution as defined in
      Rule 17Ad-15(a)(2) under the Securities Exchange Act of 1934.

3. EXCLUSIONS. It is further understood and agreed that this Insuring
   Agreement shall not cover:

   a. Any loss covered under Insuring Agreement A, "Fidelity," of this Bond;
      and

   b. Any loss resulting from:

      (1) Any Fax Redemption, where the proceeds of such redemption were
          requested to be paid or made payable to other than (a) the
          shareholder of record, or (b) a person Designated in the initial
          application or in writing at least one (1) day prior to such
          redemption to receive redemption proceeds, or (c) a bank account
          Designated in the initial application or in writing at least one (1)
          day prior to such redemption to receive redemption proceeds; or

      (2) Any Fax Redemption of Fund shares which had been improperly credited
          to a shareholder's account, where such shareholder (a) did not
          cause, directly or indirectly, such shares to be credited to such
          account, and (b) directly or indirectly received any proceeds or
          other benefit from such redemption; or

      (3) Any Fax Redemption from any account, where the proceeds of such
          redemption were requested to be sent to any address other than the
          record address or another address for such account which was
          designated (a) over the telephone or by telefacsimile at least
          fifteen (15) days prior to such redemption, or (b) in the initial
          application or in writing at least one (1) day prior to such
          redemption; or

      (4) The intentional failure to adhere to one or more Designated Fax
          Procedures; or

      (5) The failure to pay for shares attempted to be purchased.

4. The Single Loss Limit of Liability under Insuring Agreement L is limited to
   the sum of Five Hundred Seventy Five Thousand Dollars ($575,000 ) it being
   understood, however, that such liability shall be part of and not in
   addition to the Limit of Liability stated in Item 3 of the Declarations of
   the attached Bond or amendments thereof.

5. With respect to coverage afforded under this Rider the applicable Single
   loss Deductible Amount is Twenty Five Thousand Dollars ($25,000 ).




Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.


                                          By ________________________________
                                             Authorized Representative





ICB013 Ed. 7-04                                   Page 2 of 2
2004 The St. Paul Travelers Companies, Inc. All Right Reserved








<PAGE>
                           ENDORSEMENT OR RIDER NO.
         THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.

------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                         Voice Initiated Transactions

It is agreed that:

1. The attached bond is amended by inserting an additional Insuring
   Agreement as follows:

      INSURING AGREEMENT K -VOICE-INITIATED TRANSACTIONS

   Loss caused by a Voice-initiated Transaction, where the request for such
   Voice-initiated Transaction is unauthorized or fraudulent and is made with
   the manifest intent to deceive; provided, that the entity which
   receives such request generally maintains and follows during the Bond
   Period all Designated Procedures with respect to Voice-initiated
   Redemptions and the Designated Procedures described in paragraph 2f (1) and
   (3) of this Rider with respect to all other Voice-initiated Transactions.
   The isolated failure of such entity to maintain and follow particular
   Designated Procedure in a particular instance will not preclude coverage
   under this Insuring Agreement, subject to the specific exclusions herein
   and in the Bond.

2. DEFINITIONS. The following terms used in this Insuring Agreement shall have
   the following meanings:

   a. "Voice-initiated Transaction" means any Voice-initiated Redemption,
      Voice-initiated Election, Voice-initiated Exchange, or Voice-initiated
      Purchase.

   b. "Voice-initiated Redemption" means any redemption of shares issued by an
      Investment Company which is requested by voice over the telephone.

   c. "Voice-initiated Election" means any election concerning dividend
      options available to Fund shareholders which is requested by voice over
      the telephone.

   d. "Voice-initiated Exchange" means any exchange of shares in a registered
      account of one Fund into shares in an identically registered account of
      another Fund in the same complex pursuant to exchange privileges of the
      two Funds, which exchange is requested by voice over the telephone.

   e. "Voice-initiated Purchase" means any purchase of shares issued by an
      Investment Company which is requested by voice over the telephone.

   f. "Designated Procedures" means the following procedures:

      (1) RECORDINGS: All Voice-initiated Transaction requests shall be
          recorded, and the recordings shall be retained for at least six (6)
          months. Information contained on the recordings shall be capable of
          being retrieved and produced within a reasonable time after
          retrieval of specific information is requested, at a success rate of
          no less than 85%.

      (2) IDENTITY TEST: The identity of the caller in any request for a
          Voice-initiated Redemption shall be tested before executing that
          Voice-initiated Redemption, either by requesting the caller to state
          a unique identification number or to furnish key specific account
          information.

      (3) WRITTEN CONFIRMATION: A written confirmation of each Voice-initiated
          Transaction and of each change of the record address of a Fund
          shareholder requested by voice over the telephone shall be mailed to
          the shareholder(s) to whose account such Voice-initiated Transaction
          or change of address relates, at the original record address (and,
          in the case of such change of address, at the changed record
          address) by the end of the Insured's next regular processing cycle,
          but no later than five (5) business days following such Voice-
          initiated Transaction or change of address.



ICB014 Ed. 7-04                                    Page 1 of 2
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved

<PAGE>
   g. "Investment Company" or "Fund" means an investment company registered
      under the Investment Company Act of 1940.

   h. "Officially Designated" means or refers to a written designation signed
      by a shareholder of record of a Fund, either in such shareholder's
      initial application for the purchase of Fund shares, with or without a
      Signature Guarantee, or in another document with a Signature Guarantee.

   i. "Signature Guarantee" means a written guarantee of a signature, which
      guarantee is made by a financial or banking institution whose deposits
      are insured by the Federal Deposit Insurance Corporation or by a broker
      which is a member of any national securities exchange registered under
      the Securities Exchange Act of 1934.

3. EXCLUSIONS. It is further understood and agreed that this Insuring
   Agreement shall not cover:

   a. Any loss covered under Insuring Agreement A, "Fidelity, " of this Bond;
      and

   b. Any loss resulting from:

      (1) Any Voice-initiated Redemption, where the proceeds of such
          redemption were requested to be paid or made payable to other than
          (a) the shareholder of record, or (b) a person Officially Designated
          to receive redemption proceeds, or (c) a bank account Officially
          Designated to receive redemption proceeds; or

      (2) Any Voice-initiated Redemption of Fund shares which had been
          improperly credited to a shareholder's account, where such
          shareholder (a) did not cause, directly or indirectly, such shares
          to be credited to such account, and (b) directly or indirectly
          received any proceeds or other benefit from such redemption; or

      (3) Any Voice-initiated Redemption from any account, where the proceeds
          of such redemption were requested to be sent (a) to any address
          other than the record address for such account, or (b) to a record
          address for such account which was either (i) designated over the
          telephone fewer than thirty (30) days prior to such redemption, or
          (ii) designated in writing less than on (1) day prior to such
          redemption; or

      (4) The intentional failure to adhere to one or more Designated
          Procedures; or

      (5) The failure to pay for shares attempted to be purchased; or

      (6) Any Voice-initiated Transaction requested by voice over the
          telephone and received by an automated system which receives and
          converts such request to executable instructions.

4. The total liability of the Underwriter under Insuring Agreement K is
   limited to the sum of Five Hundred Seventy Five Thousand Dollars
   ($575,000 ), it being understood, however, that such liability shall be
   part of and not in addition to the Limit of Liability stated in Item 3 of
   the Declarations of the attached bond or amendment thereof.

5. With respect to coverage afforded under this Rider the applicable
   Deductible Amount is Twenty Five Thousand Dollars ($25,000 ).





Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.



                                          By ________________________________
                                             Authorized Representative






ICB014 Ed. 7-04                                   Page 2 of 2
2004 The St. Paul Travelers Companies, Inc. All Right Reserved




<PAGE>
                           ENDORSEMENT OR RIDER NO.
         THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.

------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
Amend Definition of Employee (Exclude EDP Coverage for Computer Software or
Programs)

It is agreed that:

1. Sub-section 7 of Section 1(a) in the Definition of Employee, is deleted and
   replaced by the following:

   (7) "each natural person, partnership or corporation authorized by written
       agreement with the Insured to perform services as electronic data
       processor of checks or other accounting records of the Insured (does
       not include the creating, preparing, modifying or maintaining the
       Insured's computer software or programs), but excluding any such
       processor who acts as transfer agent or in any other agency capacity in
       issuing checks, drafts or securities for the Insured, unless included
       under sub-section (9) hereof, and"



Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.


                                          By ________________________________
                                             Authorized Representative







ICB015 Ed. 7-04
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved





<PAGE>
                           ENDORSEMENT OR RIDER NO.
        THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.

------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                        Definition of Investment Company

It is agreed that:

1. Section 1, Definitions, under General Agreements is amended to include the
   following paragraph:

   (f) Investment Company means an investment company registered under the
       Investment Company Act of 1940 and as listed under the names of
       Insureds on the Declarations.








Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.






                                          By ________________________________
                                             Authorized Representative



ICB016 Ed. 7-04
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved






<PAGE>
                            ENDORSEMENT OR RIDER NO.
         THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.

------------------------------------------------------------------------------
 ATTACHED TO AND FORMING   | DATE ENDORSEMENT OR  | * EFFECTIVE DATE OF
PART OF BOND OR POLICY NO. |   RIDER EXECUTED     |   ENDORSEMENT OR RIDER
                           |                      |   12:01 A.M. STANDARD TIME
                           |                      |   AS SPECIFIED IN THE BOND
                           |                      |   OR POLICY
                           |                      |
       490PB2042           |       10/17/08       |   10/02/08
------------------------------------------------------------------------------
* ISSUED TO
PHILADELPHIA FUND, INC.
------------------------------------------------------------------------------
                            Add Exclusions (n) & (o)

It is agreed that:

1. Section 2, Exclusions, under General Agreements, is amended to include the
   following sub-sections:

   (n) loss from the use of credit, debit, charge, access, convenience,
       identification, cash management or other cards, whether such cards were
       issued or purport to have been issued by the Insured or by anyone else,
       unless such loss is otherwise covered under Insuring Agreement A.

   (o) the underwriter shall not be liable under the attached bond for loss
       due to liability imposed upon the Insured as a result of the unlawful
       disclosure of non-public material information by the Insured or any
       Employee, or as a result of any Employee acting upon such information,
       whether authorized or unauthorized.



Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.




                                          By ________________________________
                                             Authorized Representative




ICB026 Ed. 7-04
2004 The St. Paul Travelers Companies, Inc. All Rights Reserved





<PAGE>
                                     COPY

POLICY FORM LIST

Here's a list of all forms included in your policy, on the date shown below.
These forms are listed in the same order as they appear in your policy.

-----------------------------------------------------------------------------

Title                                                Form Number  Edition Date

Policy Form List                                         40705        05-84
Investment Company Blanket Bond - Declarations           ICB001       07-04
Investment Company Blanket Bond - Insuring Agreements    ICB005       07-04
Named Insured Endorsement                                ICB010       07-04
Computer Systems                                         ICB011       07-04
Unauthorized Signatures                                  ICB012       07-04
Telefacsimile Transactions                               ICB013       07-04
Voice-Initiated Transactions                             ICB014       07-04
Amend Definition of Employee (Exclude EDP Coverage for   ICB015       07-04
  Computer Software or Programs)
Definition of Investment Company                         ICB016       07-04
Add Exclusions (n) & (o)                                 ICB026       07-04

-----------------------------------------------------------------------------
Name of Insured             Policy Number 490PB2042   Effective Date 10/02/08
PHILADELPHIA FUND, INC.         Processing Date	10/17/08  14:56 001
-----------------------------------------------------------------------------
40705 Ed.5-84                        Form List
St.Paul Fire and Marine Insurance Co.1995                              Page 1

<PAGE>


-----------------------------------------------------------------------------
Page 2
St.Paul Fire and Marine Insurance Co.1995

<PAGE>
[LOGO] TRAVELERS

        HOW TO REPORT LOSSES, CLAIMS, OR POTENTIAL CLAIMS TO TRAVELERS
-----------------------------------------------------------------------------


Reporting new losses, claims, or potential claims promptly can be critical. It
helps to resolve covered losses or claims as quickly as possible and often
reduces the overall cost.
Prompt reporting:
   [BULLET] better protects the interests of all parties;
   [BULLET] helps Travelers to try to resolve losses or claims more
            quickly; and
   [BULLET] often reduces the overall cost of a loss or claim - losses
            or claims reported more than five days after they happen cost
            on average 35% more than those reported earlier.

Report losses, claims, or potential claims to Travelers easily and quickly by
fax, U S mail, or email.


-----------------------------------------------------------------------------
|                                      FAX                                  |
-----------------------------------------------------------------------------

 Use this number to report a loss, claim, or potential claim by fax toll free.

                                 1-888-460-6622


-----------------------------------------------------------------------------
|                                    US MAIL                                |
-----------------------------------------------------------------------------

   Use this address to report a loss, claim, or potential claim by U S Mail.


                           Bond-FPS Claims Department
                                   Travelers
                                Mail Code NB08F
                             385 Washington Street
                          Saint Paul, Minnesota 55102

-----------------------------------------------------------------------------
|                                     EMAIL                                 |
-----------------------------------------------------------------------------

Use this address to report a loss, claim, or potential claim by email.

                        Pro.E&O.Claim.Reporting@SPT.com


This is a general description of how to report a loss, claim, or potential
claim under this policy or bond. This description does not replace or add to
the terms of this policy or bond. The policy or bond alone determines the
scope of coverage. Please read it carefully for complete information on
coverage. Contact your agent or broker if you have any questions about
coverage.



ND059 Ed. 11-06                           -1-
2006 The St. Paul Travelers Companies, Inc. All Rights Reserved