"The highest use of Capital is not to make more money, but to make money do more for the betterment of life."

- Henry Ford

IMPORTANT SHAREHOLDER INFORMATION
Notice of the Special Meeting of Shareholders to be held on November 6, 2009
and Proxy/Prospectus Statement
On November 6, 2009, the fund's shareholders approved the Agreement and Plan of Reorganization recommended by the fund's board of directors.  On November 16, 2009, the fund's assets were transferred into the WHG LargeCap Value Fund.  All Philadelphia Fund shareholders with open accounts at the close of business on November 13, 2009, became shareholders of the WHG LargeCap Value Fund. Please contact the fund's shareholder services department at 1-800-525-6201 if you have questions.

Philadelphia Fund, Inc.
Objective Achieve long term growth of capital
and income
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Top Ten
Holdings
Investment Advisor Donald H. Baxter (Since May 1, 1987)
Minimum Investment $1,000 Initial / $0 Subsq.
Total Net Assets $53.6 million (as of 09/30/09)
Newspaper Symbol: Phila
Symbol: PHILX
Fund Address
& Phone:		 1200 North Federal Highway
Suite 424
Boca Raton, FL 33432
(800) 749-9933

A Little History

The Fund, a Maryland corporation, is the surviving corporation of a merger with the Philadelphia Fund, Inc., a Delaware corporation. On November 30, 1984, the Fund was reorganized for the purpose of continuing the operations of the Delaware corporation. The sole purpose of the merger was to change the Fund’s state of incorporation from Delaware to Maryland. The Delaware corporation was incorporated on July 5, 1945 for the purpose of acquiring and continuing the business of the Securities Fund, an unincorporated investment company organized in 1923.

The Securities Fund, predecessor of the Philadelphia Fund, was organized in 1923 by W. Wallace Alexander. He and his associates managed the Securities Fund until December 1928 when W. Wallace Alexander, Inc. became the manager. W. Wallace Alexander, Inc. remained the manager of the Securities Fund until its acquisition by Philadelphia Fund, when Alexander Investment Management Co. became the manager. Over the years, the Fund has been managed by several investment advisors. The Fund’s current investment advisor is Baxter Financial Corporation.