AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
between
PENN MUTUAL ASSET MANAGEMENT, LLC
and
ALLIANCEBERNSTEIN L.P.
This AMENDED AND RESTATED INVESTMENT SUB-ADVISORY
AGREEMENT, made as of October 1, 2017 by and between PENN MUTUAL
ASSET MANAGEMENT, LLC ("Adviser"), a limited liability company
organized and existing under the laws of the State of
Pennsylvania, and ALLIANCEBERNSTEIN L.P. ("Sub-Adviser"), a
Delaware limited partnership.
WITNESSETH:
WHEREAS, Penn Series Funds, Inc. ("Penn Series") is a
Maryland corporation and an open-end management investment
company registered as such under the Investment Company Act of
1940, as amended (the "Act"), and is authorized to issue shares
in separate series with each series representing interests in a
separate fund of securities and other assets; and
WHEREAS, Adviser and Sub-Adviser are engaged principally in
the business of rendering investment advisory services and are
registered as investment advisers under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, Adviser is authorized to render investment
advisory services to Penn Series and to enter into a sub-
advisory agreement with a sub-adviser for the rendering of
investment advisory services to Penn Series; and
WHEREAS, Adviser desires Sub-Adviser to render investment
sub-advisory services to Penn Series in the manner and on the
terms and conditions hereinafter set forth; and Sub-Adviser
desires to render such services, in such manner and under such
terms; and
WHEREAS, Adviser and Sub-Adviser desire to amend and
restate the Investment Sub-Advisory Agreement dated August 22,
2008, as amended November 17, 2011, May 14, 2015, and July 1,
2016 to incorporate the substance of the aforementioned
amendments and reflect a mutually agreed upon reduction in the
sub-advisory fee rate to be paid by Adviser to Sub-Adviser.
NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the parties hereto agree
as follows:
1. Investment Sub-Advisory Services. Sub-Adviser shall
serve as investment sub-adviser and shall supervise and direct
the investments of each series of Penn Series listed on Exhibit
A attached hereto (each, a "Fund"), as such Exhibit may be
amended by mutual agreement of the parties hereto, and to
exercise all rights incidental to ownership in accordance with
the investment objectives, program and restrictions applicable
to the Fund as provided in Penn Series' Prospectus and Statement
of Additional Information ("SAI"), as amended from time to time,
and such other limitations as may be imposed by law or as Penn
Series or Adviser may impose with notice in writing to Sub-
Adviser. To enable Sub-Adviser to fully exercise its
discretion, Adviser hereby appoints Sub-Adviser as agent and
attorney-in-fact for the Fund with full power and authority to
buy, sell and otherwise deal in securities and contracts for the
Fund. No investment will be made by Sub-Adviser for the Fund if
the investment would violate the investment objectives,
investment restrictions or limitations of the Fund set out in
the Prospectus and the SAI delivered to the Sub-Adviser and as
may be amended and delivered to Sub-Adviser in the future. Sub-
Adviser shall not take custody of any assets of Penn Series, but
shall issue settlement instructions to the custodian designated
by Penn Series (the "Custodian"). Sub-Adviser shall, in its
discretion, obtain and evaluate such information relating to the
economy, industries, businesses, securities markets and
securities as it may deem necessary or useful in the discharge
of its obligations hereunder and shall formulate and implement a
continuing program for the management of the assets and
resources of the Fund in a manner consistent with the investment
objectives of the Fund. In furtherance of this duty, Sub-
Adviser, as agent and attorney-in-fact with respect to Adviser
and Penn Series, is authorized, in its discretion and without
prior consultation with Adviser or Penn Series, to:
(a) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets;
(b) place orders and negotiate the commissions (if any) for
the execution of transactions in securities with or
through such brokers, dealers, underwriters or issuers
as Sub-Adviser may select, in conformance with the
provisions of Paragraph 4 herein; and
(c) take such other actions Sub-Adviser deems to be
appropriate;
provided, however, that Sub-Adviser shall make no investment for
the Fund that would violate the objectives, investment program,
or restrictions or limitations of the Fund.
2. Accounting and Related Services. Sub-Adviser agrees
to cooperate with the Accounting Services Agent appointed by
Penn Series pursuant to the Accounting Services Agreement
entered into by Penn Series and the Accounting Services Agent.
As requested from time to time, Sub-Adviser shall provide Penn
Series and its Accounting Services Agent with such information
as may be reasonably necessary to properly account for financial
transactions with respect to the Fund.
3. Sub-Advisory Fee.
A. Payment of Fee. For the services Sub-Adviser
renders to the Fund under this Agreement, Adviser will pay Sub-
Adviser fees based on the average daily net assets of the Fund
at the rates set forth in Section 3(B).
B. Fee Rate. Eighty basis points (0.80%) with
respect to the first $10,000,000 of the average daily net assets
of the Fund; sixty-five basis points (0.65%) with respect to the
next $40,000,000 of the average daily net assets of the Fund;
and fifty-five basis points (0.55%) with respect to the average
daily net assets of the Fund in excess of $50,000,000.
C. Method of Computation. The fee shall be accrued
for each calendar day and the sum of the daily fee accruals
shall be paid monthly to Sub-Adviser as of the first business
day of the next succeeding calendar month. The daily fee will
be computed by multiplying the fraction of one over the number
of calendar days in the year by the annual rate applicable to
the Fund as set forth above, and multiplying this product by the
net assets of the Fund. The Fund's net assets, for purposes of
the calculations described above, will be determined in
accordance with the pricing and valuation procedures approved by
the Penn Series Board of Directors as of the close of business
on the most recent previous business day on which the Fund was
open for business.
4. Brokerage. In executing portfolio transactions and
selecting brokers or dealers for the Fund, Sub-Adviser will use
its best efforts to seek on behalf of the Fund the best overall
terms available. In assessing the best overall terms available
under the circumstances for any transaction, the Sub-Adviser
shall consider all factors that it deems relevant, including the
breadth of the market in the security, the price of the
security, the skill, financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and on
a continuing basis. In evaluating the best overall terms
available under the circumstances, and in selecting the broker-
dealer to execute a particular transaction, the Sub-Adviser may
also consider the brokerage and research services provided (as
those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934 (the "Exchange Act")). Consistent with any
guidelines established by the Board of Directors of Penn Series
and Section 28(e) of the Exchange Act, the Sub-Adviser is
authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged
for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services
provided by such broker or dealer -- viewed in terms of that
particular transaction or in terms of the overall
responsibilities of the Sub-Adviser to its discretionary
clients, including the Fund. In addition, the Sub-Adviser is
authorized to allocate purchase and sale orders for securities
to brokers or dealers that are affiliated with the Adviser or
Sub-Adviser if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would
be with other qualified firms. In no instance, however, will
the Fund's assets be purchased from or sold to the Adviser or
Sub-Adviser or any affiliated person of Penn Series, Adviser, or
Sub-Adviser, acting as principal in the transaction, except to
the extent permitted by the Securities and Exchange Commission
("SEC") and the Act. Sub-Adviser shall advise Penn Series'
Board of Directors, when requested, as to all payments of
commissions and as to its brokerage policies and practices and
shall follow such instructions with respect thereto as may be
given by Penn Series' Board. Penn Series has identified all
broker-dealers affiliated with either Penn Series or Adviser,
other than those whose sole business is the distribution of
mutual fund shares, who effect securities transactions for
customers. Adviser shall promptly furnish a written notice to
Sub-Adviser if the information so provided is no longer
accurate.
5. Use of the Services of Others. Sub-Adviser may (at
its cost except as contemplated by Section 4 of this Agreement)
employ, retain or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of
providing Penn Series, Adviser or itself, as appropriate, with
such statistical and other factual information, such advice
regarding economic factors and trends, such advice as to
occasional transactions in specific securities or such other
information, advice or assistance as Sub-Adviser may deem
necessary, appropriate or convenient for the discharge of its
obligations hereunder or otherwise helpful to Penn Series and
Adviser, or in the discharge of Sub-Adviser's overall
responsibilities with respect to the other accounts which it
serves as investment adviser.
6. Personnel, Office Space, and Facilities. Sub-Adviser
at its own expense shall furnish or provide and pay the cost of
such office space, office equipment, office personnel, and
office services as it, or any affiliate of Sub-Adviser, requires
in the performance of services under this Agreement.
7. Ownership of Software and Related Material. All
computer programs, magnetic tapes, written procedures and
similar items developed and used by Sub-Adviser or any affiliate
in performance of this Agreement are the property of Sub-Adviser
and will not become the property of Penn Series or Adviser.
8. Reports to Penn Series and Cooperation with
Accountants. Sub-Adviser, and any affiliate of Sub-Adviser
performing services for Adviser and Penn Series described in
this Agreement, shall furnish to or place at the disposal of
Penn Series and Adviser, such information, reports, evaluations,
analyses and opinions as Penn Series and Adviser may, from time
to time, reasonably request to reasonably ensure compliance with
applicable laws and regulations or for any other purpose. Sub-
Adviser and its affiliates shall cooperate with Penn Series'
independent public accountants and take all reasonable action in
the performance of services and obligations under this Agreement
to assure that the information needed by such accountants is
made available to them for the expression of their opinion
without any qualification as to the scope of their examination,
including, but not limited to, their opinion included in Penn
Series' annual report under the Act and annual amendment to Penn
Series' registration statement under the Act.
9. Reports to Sub-Adviser. Penn Series and/or Adviser
shall furnish or otherwise make available to Sub-Adviser such
prospectuses, statements of additional information, financial
statements, proxy statements, reports, and other information
relating to the business and affairs of Penn Series, as Sub-
Adviser may, from time to time, reasonably request in order to
discharge its obligations under this Agreement.
10. Ownership of Records. All records required to be
maintained and kept current by Penn Series pursuant to the
provisions of rules or regulations of the SEC under Section
31(a) of the Act and that are maintained and kept current by
Sub-Adviser or any affiliated corporation of Sub-Adviser on
behalf of Penn Series are the property of Penn Series; provided,
however, that the Sub-Adviser may retain a copy of such records.
Such records will be preserved by Sub-Adviser itself or through
an affiliate for the periods prescribed in Rule 3la-2 under the
Act, where applicable, or in such other applicable rules that
may be adopted in the future under the Act. Such records may be
inspected by representatives of Penn Series and Adviser at
reasonable times and, in the event of termination of this
Agreement, will be promptly delivered to Adviser and Penn Series
upon request.
11. Services to Other Clients. Nothing herein contained
shall limit the freedom of Sub-Adviser or any affiliated person
of Sub-Adviser to render investment advisory, supervisory and
other services to other investment companies, to act as
investment adviser or investment counselor to other persons,
firms or corporations or to engage in other business activities.
It is understood that Sub-Adviser may give advice and take
action for its other clients which may differ from advice given,
or the timing or nature of action taken, for the Fund.
12. Confidential Relationship. Information furnished by
Penn Series or by one party to this Agreement to another,
including Penn Series' or a party's respective agents and
employees, is confidential and shall not be disclosed to third
parties unless required by law. Adviser and Sub-Adviser, on
behalf of themselves and their affiliates and representatives,
agree to keep confidential all records and other information
relating to the other party or Penn Series (as the case may be),
except after prior notification to and approval in writing by
Adviser, Sub-Adviser or Penn Series (as the case may be), which
approval shall not be unreasonably withheld, and may not be
withheld, where Adviser, Sub-Adviser or any affiliate may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly
constituted authorities, when so requested by Adviser, Sub-
Adviser or Penn Series.
13. Proxies and Valuation of Securities. Subject to such
oversight by Penn Series as the Board of Directors of Penn
Series shall deem appropriate, Sub-Adviser shall vote proxies
solicited by or
with respect to the issuers of securities held
in the Fund.
Upon reasonable request from the Adviser, the Sub-Adviser
(through a qualified person) will reasonably assist the
valuation committee of Penn Series or the Adviser in valuing
securities of the Fund as may be required from time to time,
including making available information of which the Sub-Adviser
has knowledge related to the securities being valued; however,
the Adviser acknowledges that the Adviser or its pricing agents
shall assume all responsibility for valuation decisions.
14. Compliance with Governmental Rules and Regulations.
Except as such responsibility may be placed upon Sub-Adviser or
any affiliate by the terms of this Agreement, and except for the
accuracy of information furnished to Penn Series by Sub-Adviser
or any affiliate, Sub-Adviser does not assume responsibility for
the preparation, contents and distribution of the prospectuses
for Penn Series, for complying with any applicable requirements
of the Act, the Exchange Act, the Securities Act of 1933, or any
other laws, rules and regulations of governmental authorities
having jurisdiction over Penn Series.
15. Limitation of Liability. The Sub-Adviser shall
exercise its best judgment in rendering the services provided by
it under this Agreement; provided, however that the Sub-Adviser,
including its officers, directors, employees and agents, shall
not be subject to any liability under this Agreement for any
error of judgment or any loss arising out of any investment or
other act or omission in the course of, connected with, or
arising out of any service to be rendered under this Agreement,
except by reason of willful misconduct, fraud, bad faith or
negligence in the performance or non-performance of the Sub-
Adviser's duties hereunder; by reason of reckless disregard by
the Sub-Adviser of its duties hereunder; or any violation by the
Sub-Adviser of any applicable federal or state law or regulation
or any duty imposed under federal or state law. The U.S.
securities laws impose liabilities under certain circumstances
on persons who act in good faith, and therefore nothing herein
shall in any way constitute a waiver or limitation of any rights
which the Adviser may have under U.S. securities laws. Sub-
Adviser shall not be responsible for any loss incurred by reason
of any act or omission of the Custodian or of any broker,
dealer, underwriter or issuer selected by Sub-Adviser with
reasonable care.
The Adviser, including its officers, directors, employees and
agents, shall not be subject to any liability under this
Agreement for any error of judgment or any loss arising out of
any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered
under this Agreement, except by reason of willful misfeasance,
fraud, bad faith or negligence in the performance or non-
performance of the Adviser's duties hereunder; by reason of
reckless disregard by the Adviser of its duties hereunder; or
any violation by the Adviser of any applicable federal or state
law or regulation or any duty imposed under federal or state
law. The U.S. securities laws impose liabilities under certain
circumstances on persons who act in good faith, and therefore
nothing herein shall in any way constitute a waiver or
limitation of any rights which the Sub-Adviser may have under
U.S. securities laws.
16. Obligations of Adviser and Sub-Adviser. It is
expressly agreed that the obligations of Adviser and Sub-Adviser
hereunder shall not be binding upon any of their directors,
shareholders, nominees, officers, agents or employees,
personally. The execution and delivery of this Agreement have
been authorized in accordance with the governing documents of
each party and in accordance with applicable law, and shall be
signed by an authorized officer of each party, acting as such,
and shall be binding on each party.
17. Indemnification by Adviser. Adviser will indemnify and
hold Sub-Adviser harmless from all loss, cost, damage and
expense, including reasonable expenses for legal counsel,
incurred by Sub-Adviser resulting from: (a) any action or
omission of Sub-Adviser or any affiliate, with respect to any
service described in this Agreement, upon instructions
reasonably believed by Sub-Adviser or any affiliate to have been
executed by an individual who has been identified in writing by
Penn Series or Adviser as a duly authorized officer of Penn
Series or Adviser; (b) any action of Sub-Adviser or any
affiliate, with respect to any service described in this
Agreement upon information provided by Penn Series or Adviser in
form and under policies agreed to by Sub-Adviser and Adviser; or
(c) any claim, demand, action or suit arising out of Adviser's
or any affiliate's failure to comply with any term of this
Agreement or which arise out of the willful misfeasance, bad
faith, negligence or misconduct of Adviser, its affiliates,
their agents or contractors. Sub-Adviser shall not be entitled
to such indemnification in respect of actions or omissions
constituting negligence or willful misconduct of Sub-Adviser or
its affiliates, agents or contractors, or constituting a failure
by Sub-Adviser or any affiliate to comply with any term of this
Agreement; provided, that such negligence or misconduct is not
attributable to Adviser or any person that is an affiliate of
Adviser or an affiliate of an affiliate of Adviser. Prior to
the confession of any claim against it which may be subject to
this indemnification, Sub-Adviser shall give Adviser reasonable
opportunity to defend against said claim in its own name or in
the name of Sub-Adviser.
18. Indemnification by Sub-Adviser. Sub-Adviser will
indemnify and hold harmless Penn Series and Adviser from all
loss, cost, damage and expense, including reasonable expenses
for legal counsel, incurred by Penn Series and Adviser and
resulting from any claim, demand, action or suit arising out of
Sub-Adviser's or any affiliate's failure to comply with any term
of this Agreement or which arise out of the willful misfeasance,
bad faith, negligence or misconduct of Sub-Adviser, its
affiliates, their agents or contractors. Neither Penn Series
nor Adviser shall be entitled to such indemnification in respect
of actions or omissions constituting negligence or willful
misconduct of Penn Series or Adviser, or their agents or
contractors or constituting a failure by Adviser to comply with
any term of this Agreement; provided, that such negligence or
misconduct is not attributable to Sub-Adviser or any person that
is an affiliate of Sub-Adviser or an affiliate of an affiliate
of Sub-Adviser. Prior to confessing any claim against it which
may be subject to this indemnification, Adviser shall give Sub-
Adviser reasonable opportunity to defend against said claim in
its own name or in the name of Adviser. For purposes of this
Section 18 and of Section 17 hereof, no broker or dealer shall
be deemed to be acting as agent or contractor of Sub-Adviser or
any affiliate of Sub-Adviser, in effecting or executing any
portfolio transaction for the Fund.
19. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
20. Term of Agreement. The term of this Agreement shall
begin on the date first above written, and unless sooner
terminated as hereinafter provided, this Agreement shall remain
in effect until two years from date of execution. Thereafter,
this Agreement shall continue in effect from year to year with
respect to the Fund, subject to the termination provisions and
all other terms and conditions hereof, so long as such
continuation shall be specifically approved at least annually
(a) by either the Board of Directors of Penn Series, or by a
vote of a majority of the outstanding voting securities of the
Fund and (b) in either event by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a
majority of the directors of Penn Series who are not parties to
this Agreement or interested persons of any such party. Sub-
Adviser shall furnish to Penn Series, promptly upon its request,
such information as may reasonably be necessary to evaluate the
terms of this Agreement with respect to the Fund or any
extension, renewal or amendment hereof.
21. Compliance Program of the Sub-Adviser. The Sub-
Adviser hereby represents and warrants that:
(a) in accordance with Rule 206(4)-7 under the Advisers
Act the Sub-Adviser has adopted and implemented and
will maintain written policies and procedures
reasonably designed to prevent violation by the Sub-
Adviser and its supervised persons (as such term is
defined in the Advisers Act) of the Advisers Act and
the rules the SEC has adopted under the Advisers Act;
and
(b) to the extent that the Sub-Adviser's activities or
services could affect the Fund, the Sub-Adviser has
adopted and implemented and will maintain written
policies and procedures that are reasonably designed
to prevent violation of the "federal securities laws"
(as such term is defined in Rule 38a-1 under the Act)
by the Fund and the Sub-Adviser (the policies and
procedures referred to in this Paragraph 21(b), along
with the policies and procedures referred to in
Paragraph 21(a), are referred to herein as the Sub-
Adviser's "Compliance Program").
22. Reporting of Compliance Matters.
(a) The Sub-Adviser shall promptly provide to Penn Series'
Chief Compliance Officer ("CCO") and the Adviser's CCO
the following documents:
(i) copies of all SEC examination correspondences,
including correspondences regarding books and
records examinations and "sweep" examinations,
issued during the term of this Agreement, in
which the SEC identified any concerns, issues or
matters (such correspondences are commonly
referred to as "deficiency letters") relating to
any aspect of the Sub-Adviser's investment
advisory business and the Sub-Adviser's responses
thereto;
(ii) a report of any material violations of the Sub-
Adviser's Compliance Program or any "material
compliance matters" (as such term is defined in
Rule 38a-1 under the Act) that have occurred with
respect to the Sub-Adviser's Compliance Program;
(iii) a report of any material changes to the policies
and procedures that compose the Sub-Adviser's
Compliance Program;
(iv) a copy of the Sub-Adviser's chief compliance
officer's report (or similar document(s) which
serve the same purpose) regarding his or her
annual review of the Sub-Adviser's Compliance
Program, as required by Rule 206(4)-7 under the
Advisers Act; and
(v) an annual (or more frequently as Penn Series' CCO
and Adviser's CCO may reasonably request)
representation regarding the Sub-Adviser's
compliance with Paragraphs 21 and 22 of this
Agreement.
(b) The Sub-Adviser shall also provide Penn Series' CCO and
Adviser's CCO with reasonable access, during normal
business hours, to the Sub-Adviser's facilities for
the purpose of conducting pre-arranged on-site
compliance related due diligence meetings with
personnel of the Sub-Adviser.
23. Amendment of Agreement. This Agreement may be amended
only by written agreement of the Adviser and the Sub-Adviser and
only in accordance with the provisions of the Act, the rules and
regulations promulgated under the Act and the provisions of any
other applicable law or regulation.
24. Assignment of Agreement. This Agreement shall
terminate automatically in the event of its assignment, as
required by the Act and rules and regulations promulgated
thereunder.
25. Termination of Agreement. This Agreement may be
terminated by Adviser, Penn Series or by Sub-Adviser, with
respect to the Fund, without payment of any penalty, upon 60
days' prior notice in writing from Adviser to Sub-Adviser, or
upon 90 days' prior notice in writing from Sub-Adviser to
Adviser; provided, that in the case of termination by Penn
Series, such action shall have been authorized by resolution of
a majority of its directors who are not interested persons of
any party to this Agreement, or by a vote of a majority of the
outstanding voting securities of the Fund. Notwithstanding any
such termination, the provisions of Sections 17 and 18 of this
Agreement shall remain in full force and effect and both the
Adviser and the Sub-Adviser shall remain entitled to the benefit
of such provisions.
26. Miscellaneous.
A. Captions. The captions in this Agreement are
included for convenience of reference only and in no way define
or delineate any of the provisions hereof or otherwise affect
their construction or effect.
B. Interpretation. Nothing herein contained shall
be deemed to require Penn Series to take any action contrary to
its Articles of Incorporation or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of
Directors of Penn Series of its responsibility for and control
of the conduct of the affairs of Penn Series.
C. Definitions. Any question of interpretation of
any terms or provision of this Agreement having a counterpart in
or otherwise derived from a term or provision of the Act shall
be resolved by reference to such term or provision of the Act
and to interpretations thereof, if any, by the United States
courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the SEC validly
issued pursuant to the Act. Specifically, the terms "vote of a
majority of the outstanding voting securities," "interested
person," "assignment," and "affiliated person," as used herein,
shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act
reflected in any provision of this Agreement is altered by a
rule, regulation or order of the SEC, whether of special or of
general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
D. Notice. Notice under the Agreement shall be in
writing, addressed and delivered or sent by registered or
certified mail, postage prepaid, to the addressed party at such
address as such party may designate for the receipt of such
notices. Until further notice, it is agreed that for this
purpose the address of Adviser is Penn Mutual Asset Management,
LLC, Attention: President, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, that of the Adviser's CCO is Penn Mutual Asset
Management, LLC, Attention: Chief Compliance Officer, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, that of Sub-Adviser
is AllianceBernstein L.P., Attention: Legal Department, ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and that of the Penn
Series' CCO is Penn Series Funds, Inc., Attention: Chief
Compliance Officer, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
E. State Law. This Agreement shall be governed by
the internal laws of the State of Maryland, without regard to
conflict of law principles; provided, however, that nothing
herein shall be construed as being inconsistent with the Act.
F. Counterparts. This Agreement may be entered into
in counterparts, each of which when so executed and delivered
shall be deemed to be an original, and together shall constitute
one document.
G. Entire Agreement; Severability. This Agreement
is the entire agreement of the parties and supersedes all prior
or contemporaneous written or oral negotiations, correspondence,
agreements and understandings regarding the subject matter
hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of
any and all other provisions hereof.
H. No Third Party Beneficiaries. Neither party
intends for this Agreement to benefit any third-party not
expressly named in this Agreement.
I. Changes in Sub-Adviser Organization. The Sub-
Adviser agrees to notify the Adviser within a reasonable period
of time regarding a material change in the members of Sub-
Adviser.
J. Consultation Between Sub-Advisers. In
performance of its duties and obligations under this Agreement,
the Sub-Adviser shall not consult with any other sub-adviser to
a Penn Series portfolio concerning transactions in securities or
other assets for the Fund, except as permitted by Rule 12d3-1
under the Act.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective officers thereunto
duly authorized as of the day and year first above written.
PENN MUTUAL ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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President and Chief Marketing Officer
ALLIANCEBERNSTEIN L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary
Exhibit A
LIST OF FUNDS
Name of Fund
▇▇▇▇ Cap Value Fund
