þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
a) | The following Plan financial statements, schedules and reports are attached hereto:
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Report of Independent Registered Public Accounting Firm |
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Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007 |
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Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31,
2008
and 2007 |
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Notes to Financial Statements |
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Supplemental Schedule |
Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
b) | Exhibit 23.1 Consent of
Independent Registered Public Accounting Firm
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Page | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
11 | ||||||||
Exhibit 23.1 |
Note: | All other schedules required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because
there is no information to report. |
/s/ KPMG LLP | ||||
1
2008 | 2007 | |||||||
Assets: |
||||||||
Investments, at fair value |
$ | 18,611,343 | $ | 21,541,714 | ||||
Contributions receivable |
42,584 | 39,363 | ||||||
Interest and dividends receivable |
40,347 | 44,764 | ||||||
Total assets |
18,694,274 | 21,625,841 | ||||||
Net assets available for benefits |
$ | 18,694,274 | $ | 21,625,841 | ||||
2
2008 | 2007 | |||||||
Additions: |
||||||||
Investment income (loss): |
||||||||
Interest and other |
$ | 824 | $ | 5,094 | ||||
Dividends |
207,503 | 225,776 | ||||||
Net depreciation in fair value of investments |
(3,529,106 | ) | (615,996 | ) | ||||
Total investment loss |
(3,320,779 | ) | (385,126 | ) | ||||
Contributions: |
||||||||
Employer |
495,906 | 539,117 | ||||||
Participant |
1,386,904 | 1,423,261 | ||||||
Rollovers |
210,976 | 32,129 | ||||||
Total contributions |
2,093,786 | 1,994,507 | ||||||
Total (reductions) additions |
(1,226,993 | ) | 1,609,381 | |||||
Deductions: |
||||||||
Benefits paid directly to participants |
1,704,574 | 1,817,073 | ||||||
Total deductions |
1,704,574 | 1,817,073 | ||||||
Net decrease in net assets available for benefits |
(2,931,567 | ) | (207,692 | ) | ||||
Net assets available for benefits: |
||||||||
Beginning of year |
21,625,841 | 21,833,533 | ||||||
End of year |
$ | 18,694,274 | $ | 21,625,841 | ||||
3
(1) | Description of Plan |
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The following brief description of the Univest Corporation of Pennsylvania Deferred Salary
Savings Plan (the Plan) provides only general information. Participants should refer to the
summary plan description for a more complete description of the Plans provisions. |
(a) | General |
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The Plan is a deferred salary savings plan established June 23, 1982 and restated
effective January 1, 2008, covering all employees of Univest Corporation of Pennsylvania
(the Corporation) and its wholly owned subsidiaries (Employer) who have attained the age
of 18. Employees can enter the Plan on the first day of the month following the
fulfillment of the eligibility requirements. However, with respect to matching
contributions, qualified non-elective contributions and discretionary profit-sharing
contributions, employees are eligible to receive these contributions in the Plan after they
completed at least six months of service. The Plan is subject to the provisions of the
Employment Retirement Income Security Act of 1974 (ERISA). |
|||
The Plan is administered by the Deferred Salary Savings Plan Committee appointed by the
board of directors of the Corporation. The trustees have appointed Univest National Bank
and Trust Co. (the Bank), a wholly owned subsidiary of the Corporation, as investment
manager of the Plan. |
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(b) | Contributions |
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Participants may contribute a percentage of eligible compensation up to a maximum of
$15,500 if under age 50 and $20,500 if over age 50. |
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The Employer makes a matching contribution of up to 50% of the participants
contributions under the plan provisions. Matching contributions are limited to the
initial 6% of compensation a participant contributes. Additional amounts may be
contributed at the election of the Corporations board of directors. Participants may also contribute
amounts representing distributions from other qualified plans (rollovers). |
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(c) | Investment Options |
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Participants direct the
investment of their contributions, matching contributions, qualified
non-elective contributions and discretionary contributions into various investment options offered by the Plan. The Plan currently offers
investments in the Employers common stock, registered investment companies and
guaranteed interest accounts. |
4
(d) | Participant Accounts |
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Each participants account is credited with the participants contribution and an
allocation of (a) the Employers contribution,
(b) plan earnings (losses), and (c) an allocation
of forfeitures of terminated participants nonvested accounts attributable to the
Employers discretionary contributions. Allocations are based on participant
contributions or account balances, as defined in the Plan document. |
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(e) | Vesting |
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Participants are considered
fully vested at all times in their voluntary contributions,
plus actual earnings (losses) thereon. |
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Vesting in the remainder of their accounts is based upon the number of years of
continuous service. A participant is 50% vested at the end of two years of service, 75%
vested at the end of three years of service, and fully vested at the end of four years
of service. |
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(f) | Payment of Benefits |
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The benefit to which a participant is entitled is that which can be provided from the
participants account. Benefits shall be paid in either a lump-sum payment or
calculated periodic payments when payable, based upon the election of the participant.
Generally, benefit payments must commence not later than the year in which a participant
attains age 701/2. |
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(g) | Plan Termination |
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Although it has not expressed any intent to do so, the Employer has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of plan termination, participants will become
fully vested in their accounts. |
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(h) | Forfeited Accounts |
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At December 31, 2008 and 2007, forfeited nonvested accounts that were unallocated to
participants totaled $7,048 and $6,215, respectively. These amounts will be used to
reduce future Employer contributions. During 2008 and 2007, Employer contributions were
reduced by $10,477 and $38,811, respectively. |
(2) | Summary of Accounting Policies |
(a) | Basis of Accounting |
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The accompanying financial statements of the Plan are prepared on the accrual method of
accounting in accordance with accounting principles generally accepted in the United
States of America. |
5
(b) | Investment Valuation and Income Recognition |
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Investments are stated at fair value. The underlying securities in each registered
investment company are listed on national securities exchanges and valued on the basis
of year-end closing prices; securities traded in the over-the-counter market are valued
at the closing price on the last business day of the year; and guaranteed interest
accounts are valued at cost plus accrued interest which approximates
fair value. Gain
or loss on securities sold is based on average cost. Purchases and sales of securities
are recorded on a trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date. |
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(c) | Use of Estimates |
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The preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates. |
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(d) | Expenses |
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The Corporation pays the costs of trust and other administrative services. |
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(e) | Payment of Benefits |
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Benefits are recorded when paid. |
(3) | Investments |
2008 | 2007 | |||||||
John Hancock Lifestyle Growth Fund |
$ | 2,078,060 | $ | 2,956,138 | ||||
John Hancock Lifestyle Balanced Fund |
2,148,231 | 2,937,183 | ||||||
John Hancock Money Market Fund |
1,228,163 | | ||||||
Federated Total Return Bond Fund |
1,101,829 | 1,814,556 | ||||||
Univest Corporation of Pennsylvania common stock |
5,682,352 | 3,732,248 |
6
Net Appreciation (Depreciation) in | ||||||||
Fair Value of Investments | ||||||||
2008 | 2007 | |||||||
Univest Corporation of Pennsylvania
common stock |
$ | 1,950,104 | $ | (1,656,616 | ) | |||
Shares of registered investment companies |
(5,479,348 | ) | 1,040,620 | |||||
John Hancock guaranteed interest accounts |
138 | | ||||||
$ | (3,529,106 | ) | $ | (615,996 | ) | |||
(4) | Fair Value Disclosure |
| Level 1Valuations are based on quoted prices in active markets for identical
assets or liabilities that the Plan has the ability to access. Since valuations are
based on quoted prices that are readily and regularly available in an active market,
valuation of these products does not entail a significant degree of judgment. |
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| Level 2Valuations are based on quoted prices in markets that are not active or on
observable inputs other than quoted prices and for which all significant inputs are
observable, either directly or indirectly. |
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| Level 3Valuations are based on inputs that are unobservable and significant to the
overall fair value measurement. Assets and liabilities utilizing Level 3 inputs
include: financial instruments whose value is determined using pricing models,
discounted cash-flow methodologies, or similar techniques, as well as instruments for
which the fair value calculation requires significant management judgment or
estimation. |
7
Fair Value Measurements at December 31, 2008 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Investments: |
||||||||||||||||
Cash money market account |
$ | 8,223 | $ | 8,223 | $ | | $ | | ||||||||
Univest Corporation of Pennsylvania
common stock |
5,682,352 | 5,682,352 | | | ||||||||||||
Shares of registered investment companies |
11,801,668 | | 11,801,668 | | ||||||||||||
Federated Total Return Bond Fund |
1,101,829 | 1,101,829 | | | ||||||||||||
John Hancock guaranteed interest accounts |
17,271 | | | 17,271 | ||||||||||||
Total investments |
$ | 18,611,343 | $ | 6,792,404 | $ | 11,801,668 | $ | 17,271 | ||||||||
8
The Plan has $11,801,668 of investments in shares of registered investment companies held
through sub-accounts of a separate account of an insurance company. The Plan has concluded
that the NAV as adjusted and reported by the insurance company approximates fair value of the
investments. The investments are redeemable at the adjusted NAV under agreements with the
insurance company. However, it is possible that the redemptions rights may be restricted or
eliminated in the future. Due to the nature of the investments, changes in the market
conditions, liquidity requirements, and the economic environment may significantly affect the
NAV of the registered investment companies and, consequently, the fair value of the Plans
investments. |
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(5) | Related-Party Transactions |
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At December 31, 2008 and 2007, the Plan had interest-bearing deposits with the Bank of $8,223
and $59,426 respectively. In addition, the Plan holds common stock of the Corporation. At December
31, 2008 and 2007, the Plan held 176,800 shares of the Corporations common stock and the
fair value of this common stock was $5,682,352 and $3,732,248, respectively. |
||
The Bank, a subsidiary of the Corporation, is the custodian of the Plans investments in the
common stock of the Corporation and the Federated Total Return Bond Fund. |
||
(6) | Income Tax Status |
|
The Plan has received a favorable determination letter from the Internal Revenue Service
(IRS) dated September 3, 2002, stating that the Plan and related trust is qualified under
Section 401(a) of the Internal Revenue Code (IRC); therefore, the related trust is exempt from
taxation. Although the Plan has been amended and restated since receiving the determination
letter, the Plan administrator believes that the Plan is currently designed and being operated
in compliance with the applicable requirements of the IRC. Therefore,
the Plan administrator believes that the
Plan was qualified and the related trust is tax-exempt. Accordingly, no provision for income
taxes is included in the accompanying financial statements. |
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In connection with the restatement of the Plan effective January 1, 2008, the Plan has filed
an application with the IRS for a new determination letter with respect to the restated Plan. |
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(7) | Risks and Uncertainties |
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The Plan has holdings in
various investments including common stock of the Corporation, registered investment
companies, and guaranteed accounts sponsored by an insurance company. These investments are
exposed to various risks such as interest rate risk, market, and credit risk. Due to the
level of risk associated with these investments, it is at least reasonably possible that
changes in the values of investments will occur in the near term and that such changes could
materially affect participant account balances and the amounts recorded in the statement of
net assets available for benefits. |
9
Identity of issue, borrower, | Description of investment, including maturity date, | |||||||||||
lessor or similar party | rate of interest, collateral, par, or maturity value | Cost | Current Value | |||||||||
John Hancock Trust Money Market Fund |
94,137 | units of registered investment companies | ** | $ | 1,228,163 | |||||||
John Hancock Lifecycle Retirement |
115 | units of registered investment companies | ** | 887 | ||||||||
John Hancock Lifecycle 2015 |
168 | units of registered investment companies | ** | 1,253 | ||||||||
John Hancock Lifecycle 2020 |
15,064 | units of registered investment companies | ** | 108,167 | ||||||||
John Hancock Lifecycle 2025 |
410 | units of registered investment companies | ** | 2,850 | ||||||||
John Hancock Lifecycle 2030 |
1,232 | units of registered investment companies | ** | 8,408 | ||||||||
John Hancock Lifecycle 2035 |
1,509 | units of registered investment companies | ** | 10,321 | ||||||||
John Hancock Lifecycle 2040 |
3,368 | units of registered investment companies | ** | 23,048 | ||||||||
John Hancock Lifecycle 2045 |
3,434 | units of registered investment companies | ** | 23,478 | ||||||||
John Hancock Lifestyle Conservative |
1,006 | units of registered investment companies | ** | 148,401 | ||||||||
John Hancock Lifestyle Moderate |
6,036 | units of registered investment companies | ** | 755,619 | ||||||||
John Hancock Lifestyle Balanced |
14,182 | units of registered investment companies | ** | 2,148,231 | ||||||||
John Hancock Lifestyle Growth |
10,011 | units of registered investment companies | ** | 2,078,060 | ||||||||
John Hancock Lifestyle Aggressive |
1,198 | units of registered investment companies | ** | 251,376 | ||||||||
John Hancock Short-Term Federal |
4,270 | units of registered investment companies | ** | 83,050 | ||||||||
John Hancock PIMCO Real Return |
2,981 | units of registered investment companies | ** | 40,834 | ||||||||
John Hancock PIMCO Total Return |
23,318 | units of registered investment companies | ** | 415,148 | ||||||||
John Hancock PIMCO Global Bond |
6,726 | units of registered investment companies | ** | 86,493 | ||||||||
John Hancock T. Rowe Price Spectrum
Inc |
3,534 | units of registered investment companies | ** | 86,300 | ||||||||
John Hancock Strategic Inc |
10,600 | units of registered investment companies | ** | 79,066 | ||||||||
John Hancock LM Partners Global High
Yield |
442 | units of registered investment companies | ** | 8,010 | ||||||||
John Hancock UBS Global Allocation |
2,236 | units of registered investment companies | ** | 24,979 | ||||||||
John Hancock PIMCO All Assets |
621 | units of registered investment companies | ** | 8,490 | ||||||||
John Hancock American Funds Balanced |
6,085 | units of registered investment companies | ** | 104,383 | ||||||||
John Hancock Washington Mutual
Investors |
3,578 | units of registered investment companies | ** | 96,128 | ||||||||
John Hancock T. Rowe Price Equity Inc |
6,376 | units of registered investment companies | ** | 169,033 | ||||||||
John Hancock American Funds Inv Co. |
773 | units of registered investment companies | ** | 20,960 | ||||||||
John Hancock UBS U.S. Large Cap Equity |
1,512 | units of registered investment companies | ** | 19,319 | ||||||||
John Hancock Davis New York Venture |
3,196 | units of registered investment companies | ** | 62,559 | ||||||||
John Hancock Mutual Beacon |
2,675 | units of registered investment companies | ** | 203,490 | ||||||||
John Hancock Value Index Fund |
2,174 | units of registered investment companies | ** | 36,538 | ||||||||
John Hancock Mutual Discovery |
9,318 | units of registered investment companies | ** | 481,564 | ||||||||
John Hancock Mid Cap Value Index Fund |
36 | units of registered investment companies | ** | 493 | ||||||||
John Hancock RiverSource Mid Cap Value |
4,694 | units of registered investment companies | ** | 28,413 | ||||||||
John Hancock DWS RREEF Real Estate |
1,758 | units of registered investment companies | ** | 119,802 | ||||||||
John Hancock MFS Utilities |
13,052 | units of registered investment companies | ** | 186,864 | ||||||||
John Hancock John Hancock Classic
Value |
1,065 | units of registered investment companies | ** | 14,317 | ||||||||
John Hancock BlackRock Large Value |
1,759 | units of registered investment companies | ** | 25,324 | ||||||||
John Hancock Legg Mason Value |
1,005 | units of registered investment companies | ** | 33,737 | ||||||||
John Hancock T. Rowe Price Blue Chip |
1,578 | units of registered investment companies | ** | 47,986 | ||||||||
John Hancock Columbia Value &
Restructuring |
6,620 | units of registered investment companies | ** | 213,094 | ||||||||
John Hancock America Funds Growth |
18,322 | units of registered investment companies | ** | 421,846 | ||||||||
John Hancock Jennison Growth |
119 | units of registered investment companies | ** | 1,516 | ||||||||
John Hancock Templeton World |
138 | units of registered investment companies | ** | 3,485 | ||||||||
John Hancock Oppenheimer Global |
161 | units of registered investment companies | ** | 4,239 | ||||||||
John Hancock EuroPacific Growth Fund |
3,888 | units of registered investment companies | ** | 144,565 | ||||||||
John Hancock DFA international Value |
2,180 | units of registered investment companies | ** | 30,114 | ||||||||
John Hancock International Growth |
415 | units of registered investment companies | ** | 7,126 | ||||||||
John Hancock Columbia Marsico Intl
Opps |
1,465 | units of registered investment companies | ** | 14,979 | ||||||||
John Hancock Davis Financial |
201 | units of registered investment companies | ** | 5,447 | ||||||||
John Hancock Energy |
3,408 | units of registered investment companies | ** | 203,298 | ||||||||
John Hancock Legg Partners Aggressive
Growth |
22 | units of registered investment companies | ** | 688 | ||||||||
John Hancock Legg Mason Growth |
136 | units of registered investment companies | ** | 1,364 | ||||||||
John Hancock Mid-Cap Growth Index Fund |
65 | units of registered investment companies | ** | 876 | ||||||||
John Hancock American Century Vista |
7,883 | units of registered investment companies | ** | 199,436 | ||||||||
John Hancock American Century Small
Co. |
38,585 | units of registered investment companies | ** | 271,885 |
11
Identity of issue, borrower, | Description of investment, including maturity date, | |||||||||||
lessor or similar party | rate of interest, collateral, par, or maturity value | Cost | Current Value | |||||||||
John Hancock DFA U.S. Small Cap Fund |
509 | units of registered investment companies | ** | $ | 7,080 | |||||||
John Hancock Small Cap Value Index |
6 | units of registered investment companies | ** | 71 | ||||||||
John Hancock Small Cap Growth Index |
2,028 | units of registered investment companies | ** | 24,275 | ||||||||
John Hancock Royce Opportunity |
2,199 | units of registered investment companies | ** | 20,296 | ||||||||
John Hancock AIM Small Cap Growth |
2,288 | units of registered investment companies | ** | 33,641 | ||||||||
John Hancock Bridgeway Ultra-Small Co. |
403 | units of registered investment companies | ** | 4,580 | ||||||||
John Hancock T. Rowe Price Health
Sciences |
1,899 | units of registered investment companies | ** | 45,468 | ||||||||
John Hancock DFA Emerging Markets
Value |
3,029 | units of registered investment companies | ** | 65,043 | ||||||||
John Hancock Oppenheimer Developing
Market |
1,459 | units of registered investment companies | ** | 43,064 | ||||||||
John Hancock T. Rowe Price Science &
Technology |
809 | units of registered investment companies | ** | 18,493 | ||||||||
John Hancock Allianz RCM Tech Fund |
266 | units of registered investment companies | ** | 7,269 | ||||||||
John Hancock Total Bond Market Fund |
4 | units of registered investment companies | ** | 71 | ||||||||
John Hancock Investment Qual Bond Fund |
4,349 | units of registered investment companies | ** | 81,761 | ||||||||
John Hancock Optimized Value Fund |
25 | units of registered investment companies | ** | 1,627 | ||||||||
John Hancock 500 Index Fund |
290 | units of registered investment companies | ** | 145,533 | ||||||||
John Hancock All Cap Value Fund |
1,038 | units of registered investment companies | ** | 13,890 | ||||||||
John Hancock Mid Cap Value Fund |
7,571 | units of registered investment companies | ** | 100,352 | ||||||||
John Hancock Small Cap Value Fund |
1,168 | units of registered investment companies | ** | 21,089 | ||||||||
John Hancock Small Cap Opportunities
Fund |
2 | units of registered investment companies | ** | 33 | ||||||||
John Hancock Total Stock Market Index
Fund |
8,991 | units of registered investment companies | ** | 82,768 | ||||||||
John Hancock Optimized All Cap Fund |
1,507 | units of registered investment companies | ** | 19,896 | ||||||||
John Hancock Mid Cap Index Fund |
9,119 | units of registered investment companies | ** | 133,318 | ||||||||
John Hancock International Value Fund |
2,708 | units of registered investment companies | ** | 38,257 | ||||||||
John Hancock International Equity
Index Fund |
3,735 | units of registered investment companies | ** | 40,375 | ||||||||
John Hancock International Small Cap
Fund |
38 | units of registered investment companies | ** | 596 | ||||||||
John Hancock All Cap Growth Fund |
1,428 | units of registered investment companies | ** | 18,801 | ||||||||
John Hancock Mid Cap Stock Fund |
212 | units of registered investment companies | ** | 2,693 | ||||||||
John Hancock Small Cap Index Fund |
686 | units of registered investment companies | ** | 8,691 | ||||||||
John Hancock Emerging Small Company
Fund |
1,099 | units of registered investment companies | ** | 26,239 | ||||||||
John Hancock Small Cap Growth Fund |
110 | units of registered investment companies | ** | 898 | ||||||||
11,801,668 | ||||||||||||
John Hancock Guaranteed Interest Account 3 Year |
3 year term maturing on 12/31/2009 with a stated rate of 2.40% | ** | 478 | |||||||||
John Hancock Guaranteed Interest Account 3 Year |
3 year term maturing on 12/31/2010 with a stated rate of 2.40% | ** | 5,657 | |||||||||
John Hancock Guaranteed Interest Account 5 Year |
5 year term maturing on 12/31/2012 with a stated rate of 2.60% | ** | 5,483 | |||||||||
John Hancock Guaranteed Interest Account 10 Year |
10 year term maturing on 12/31/2017 with a stated rate of 3.45% | ** | 5,653 | |||||||||
** | 17,271 | |||||||||||
11,818,939 | ||||||||||||
* Univest Corporation of Pennsylvania: |
||||||||||||
Cash Money Market Account |
** | 8,223 | ||||||||||
Univest Corporation of Pennsylvania
common stock |
176,800 | shares of common stock | ** | 5,682,352 | ||||||||
Federated Total Return Bond Fund |
108,234 | units of registered investment companies | ** | 1,101,829 | ||||||||
$ | 18,611,343 | |||||||||||
* | Indicates party in interest
to the Plan. |
|
** | Cost is not required for
participant-directed investments. |
12
Univest Corporation of Pennsylvania Deferred Salary Savings Plan (Name of Plan) DEFERRED SAVINGS PLAN COMMITTEE |
||||
By: | /s/ William S. Aichele | |||
William S. Aichele, Trustee |
13
EXHIBIT INDEX
Exhibit No. | Description of Document | |
23.1
|
Consent of Independent Registered Public Accounting Firm |