PENN SERIES FUNDS, INC.
AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
This Amendment is made and entered into as of May 18, 2017,
and hereby amends the Investment Sub-Advisory Agreement (the
"Agreement") dated as of May 1, 2010, as amended May 14, 2015,
July 1, 2016 and December 1, 2016, between Penn Mutual Asset
Management, LLC (the "Adviser") and Xxxxxx Xxxxxxx Investment
Management Inc. (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser currently pays the Sub-Adviser fees
based on the average daily net assets of the Emerging Markets
Equity Fund, a series of Penn Series Funds, Inc. (the "Fund"),
at a rate specified in Section 3.B. of the Agreement as
compensation for the sub-advisory services the Sub-Adviser
renders to the Fund; and
WHEREAS, the Adviser and the Sub-Adviser now desire to
modify the fee rate paid by the Adviser to the Sub-Adviser to
(i) reduce the overall fee paid to the Sub-Adviser and (ii)
eliminate the fee rate tiers currently set forth in Section 3.B.
of the Agreement as specified below; and
WHEREAS, the parties wish to amend the Agreement to reflect
the modified fee rate applicable to the Fund; and
WHEREAS, the parties agree that the fee rate modification
specified below will be effective June 1, 2017.
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereby agree as
follows:
The fee rate description applicable to the Emerging Markets
Equity Fund in Section 3.B. of the Agreement is deleted in its
entirety and replaced with the fee rate description below in
lieu thereof.
Emerging Markets Equity Fund
The fee shall be paid at the rate of sixty-two basis
points (0.62%) of the average daily net assets of the
Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective and
duly authorized officers or representatives designated below as
of the date first written above.
PENN MUTUAL ASSET MANAGEMENT,
LLC
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By:/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief
Marketing Officer
By:/s/ Xxx Xxxxxxxxx
Name:Xxx Xxxxxxxxx
Title:Managing Director
