Common use of Investment Sub-Advisory Services Clause in Contracts

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.

Investment Sub-Advisory Services. Sub-Adviser Subject to the supervision of the applicable Company’s Board of Directors (“Board”) and the Adviser, the Subadviser shall serve act as the investment sub-adviser subadviser 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 Fund specified by mutual agreement of the parties hereto, and Adviser from time to exercise all rights incidental to ownership time in accordance with the Fund’s investment objectives, program policies, and restrictions applicable to the Fund as provided in Penn Series’ the Fund’s Prospectus and Statement of Additional Information (“SAI”)Information, as currently in effect and as amended or supplemented from time to timetime (hereinafter referred to as the “Prospectus”), and such other limitations as may be imposed by law or as Penn Series the Fund or Adviser may impose with by notice in writing to Sub-Adviserthe Subadviser. 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 The Subadviser 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 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 each Fund allocated to the Fund Subadviser in a manner consistent with the Fund’s investment objectives of the Fundobjective(s), policies, and restrictions. In furtherance of this duty, Sub-AdviserSubadviser, as agent and attorney-in-fact with respect to Adviser and Penn Series, on behalf of each Fund is authorized, in its discretion and without prior consultation with Adviser or Penn Series, authorized to: (a1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (b2) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as Sub-Adviser the Subadviser may selectselect or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, in conformance with the provisions of Paragraph 4 herein; andas applicable; (c3) take vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such other actions Sub-Adviser deems materials have been forwarded to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund that would violate Subadviser in a timely fashion by the objectives, investment program, Fund’s custodian; (4) maintain all or restrictions or limitations part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Subadviser, including, but not limited to, any internal money market and short-term bond funds available for use only by clients of the Adviser and certain of its affiliates for short-term investments; (5) instruct the Fund’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (6) generally, perform any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

Investment Sub-Advisory Services. Sub-Adviser Subject to the supervision of the applicable Company’s Board of Directors (“Board”) and the Adviser, the Subadviser shall serve act as the investment sub-adviser subadviser 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 Fund specified by mutual agreement of the parties hereto, and Adviser from time to exercise all rights incidental to ownership time in accordance with the Fund’s investment objectives, program policies, and restrictions applicable to the Fund as provided in Penn Series’ the Fund’s Prospectus and Statement of Additional Information (“SAI”)Information, as currently in effect and as amended or supplemented from time to timetime (hereinafter referred to as the “Prospectus”), and such other limitations as may be imposed by law or as Penn Series the Fund or Adviser may impose with by notice in writing to Sub-Adviserthe Subadviser. 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 The Subadviser 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 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 each Fund allocated to the Fund Subadviser in a manner consistent with the Fund’s investment objectives objective(s), policies, and restrictions. It is understood that the Subadviser may delegate one or more of its investment management affiliates some or all of its rights and obligations under this Agreement. The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the Fundtrading desk of an affiliate (“Affiliated Trading Desk”). In furtherance of this duty, Sub-AdviserSubadviser, as agent and attorney-in-fact with respect to Adviser and Penn Series, on behalf of each Fund is authorized, in its discretion and without prior consultation with Adviser or Penn Series, authorized to: (a1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets; (b2) place orders and negotiate the commissions (if any) for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as Sub-Adviser the Subadviser may selectselect or instruct the Affiliated Trading Desk to do so on behalf of the Subadviser, in conformance with the provisions of Paragraph 4 herein; andas applicable; (c3) take vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such other actions Sub-Adviser deems materials have been forwarded to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund that would violate Subadviser in a timely fashion by the objectives, investment program, Fund’s custodian; (4) maintain all or restrictions or limitations part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Subadviser, including, but not limited to, any internal money market and short-term bond funds available for use only by clients of the Adviser and certain of its affiliates for short-term investments; (5) instruct the Fund’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund; (6) generally, perform any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.

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. No revisions shall be made nor supplements issued regarding the investment policies and restrictions of the Fund without prior notice to the Sub-Adviser.

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 the Mid Cap Value Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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-Adviserthe Sub­Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, and does not constitute tax or accounting advice.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments cash, securities and other assets of each series the Emerging Growth Fund of Penn Series listed on Exhibit A attached hereto (each, a “"the 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”)Information, 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 that investment is in violation of the investment would violate the investment objectives, objectives investment restrictions or limitations of the Fund set out in the Prospectus prospectus and the SAI previously delivered to the Sub-Adviser and as may Advisor or to be amended and delivered to Sub-Adviser in the futuredelivered. Sub-Adviser shall not take custody of any assets of Penn Series, but shall issue settlement 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) to 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 is in violation of the objectives, investment program, or restrictions or limitations of the Fund.

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 the Mid Cap Value Fund (each, a the “Fund”), as such Exhibit may be amended by mutual agreement ) of the parties heretoPenn Series, 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

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 reasonable prior notice in writing to Sub-Adviser or as may be imposed by law with written notice to the 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 (with respect to any material amendments, with reasonable prior written notice to the Sub-Adviser) 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 and currencies 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. The U.S. dollar shall be the currency (i) in which the Sub-Adviser and the Custodian maintain the accounts of the Fund, (ii) that is used to report performance of the Fund and the benchmark and (iii) into which all cash positions in the Fund are repatriated and against which any currency transactions to settle trades are executed. Currency transactions to settle portfolio trades in non-restricted currency markets against the base currency shall be performed by a broker selected by the Sub-Adviser. The Sub-Adviser shall implement standing instructions with the Custodian to settle portfolio trades in restricted currency markets and to execute currency transactions to repatriate income and dividends into, and process corporate actions to or from, the base currency. Adviser or its agent(s) shall ensure that all contributions to or withdrawals from the Fund are effected in the base currency unless otherwise agreed to by the parties.

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 the Large Cap Growth Fund (each, a the “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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments cash, securities and other assets of each series of Penn Series listed on Exhibit Schedule 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 that investment would violate the investment objectives, investment program, or investment restrictions or limitations of the Fund set out in the Prospectus and the SAI previously delivered to the Sub-Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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) i. buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (b) ii. 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) iii. 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 investment objectives, investment program, or investment restrictions or limitations of the Fund.

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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 act in conformity with the objectives, investment program, or restrictions or limitations of the Fund.

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 the Large Cap Value Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

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 the Small Cap Value Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. The Adviser hereby appoints and Sub-Adviser shall accepts such appointment to serve as investment sub-adviser and as such shall supervise and direct the investments of each series of Penn Series listed on Exhibit Schedule A attached hereto (each, a “Fund”), as such Exhibit Schedule may be amended by mutual agreement of the parties hereto, and to exercise all rights incidental to the Fund’s 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the Sub-Adviser as agent and attorney-in-fact for the Fund with full Fund, limited to the power and authority necessary, as determined by the Sub-Adviser, to buy, sell and otherwise deal in securities and contracts for the Fund. No investment will be made by Sub-Adviser for , subject to the Fund if the investment would violate terms and conditions of this agreement, the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall use the same skill and care in providing services to Penn Series as it uses in providing services to other fiduciary accounts for which it has investment responsibility. The Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, and does not constitute tax or accounting advice.

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 the Mid Cap Growth Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, shall not be relied upon by Penn Series, the Adviser, or any other person for any purpose, and does not constitute tax or accounting advice.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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-Adviserthe Sub­Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that the Sub-Adviser believes constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) provide such information to the Adviser for comparison purposes at least annually (or more often and by such date(s) as the Adviser shall reasonably request). This information will be provided for informational purposes only, and does not constitute tax or accounting advice. The Sub-Adviser makes no representation or warranties (i) as to the accuracy or completeness of such information and (ii) that any particular foreign corporation would be determined by the Internal Revenue Service to be a PFIC or not a PFIC at any particular time, and has no obligation to update or supplement the information other than at the reasonable request of the Adviser.

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 the Emerging Growth Fund (each, a “the "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 securities, with the Fundexception of Class Action matters. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”’’). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as Sub-the Sub- Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 12% of the Internal Revenue Code of 1986, as amended (the “Code’’), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, and does not constitute tax or accounting advice.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, and does not constitute tax or accounting advice.

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 the Large Cap Growth Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments cash, securities and other assets of each series portfolio of Penn Series listed on Exhibit Schedule A attached hereto (each, a “"Fund”," and together, the "Funds"), 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 Funds as provided in Penn Series’ ' Prospectus and Statement of Additional Information (“SAI”)Information, 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 Funds with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the Fund Funds if the that investment would violate the investment objectives, investment restrictions or limitations of the a Fund set out in the Prospectus prospectus and the SAI Statement of Additional Information ("SAI") previously delivered to the Sub-Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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 Funds in a manner consistent with the investment objectives of the FundFunds. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund Funds that would violate the objectives, investment program, or restrictions or limitations of the FundFunds.

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 the REIT Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of each series the Emerging Growth Fund of Penn Series listed on Exhibit A attached hereto (each, a “"the 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”)Information, 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 that investment is in violation of the investment would violate the investment objectives, investment program, 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 futureFund. Sub-Adviser shall not take custody of any assets of Penn Series, but shall issue settlement settlement: instructions to the custodian designated by Penn Series (the “"Custodian”"). Sub-Adviser shall, in its discretion, shall 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 is in violation of the objectives, investment program, or restrictions or limitations of the Fund.

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 the Strategic Value Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

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-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-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-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.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that the Sub-Adviser believes constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) provide such information to the Adviser for comparison purposes at least annually (or more often and by such date(s) as the Adviser shall reasonably request). This information will be provided for informational purposes only, and does not constitute tax or accounting advice. The Sub-Adviser makes no representation or warranties (i) as to the accuracy or completeness of such information and (ii) that any particular foreign corporation would be determined by the Internal Revenue Service to be a PFIC or not a PFIC at any particular time, and has no obligation to update or supplement the information other than at the reasonable request of the Adviser.

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 (eachcash, a “Fund”), as such Exhibit may be amended by mutual agreement securities and other assets of the parties heretoFlexibly Managed and High Yield Bond Funds (each a "Fund" and together the "Funds"), and to exercise all rights incidental to ownership in accordance with the investment objectives, program and restrictions applicable to the Fund Funds as provided in Penn Series’ ' Prospectus and Statement of Additional Information (“SAI”)Information, 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 Funds with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the Fund Funds if the that investment would violate the investment objectives, investment restrictions or limitations of the a Fund set out in the Prospectus prospectus and the SAI previously delivered to the Sub-Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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 Funds in a manner consistent with the investment objectives of the FundFunds. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund Funds that would violate the objectives, investment program, or restrictions or limitations of the FundFunds.

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 the Index 500 Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.;

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments cash, securities and other assets of each series portfolio of Penn Series listed on Exhibit Schedule A attached hereto (each, a “Fund,” and together, the “Funds”), 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 Funds as provided in Penn Series’ Prospectus and Statement of Additional Information (“SAI”)Information, 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 Funds with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the Fund Funds if the that investment would violate the investment objectives, investment restrictions or limitations of the a Fund set out in the Prospectus prospectus and the SAI Statement of Additional Information (“SAI”) previously delivered to the Sub-Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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 Funds in a manner consistent with the investment objectives of the FundFunds. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund Funds that would violate the objectives, investment program, or restrictions or limitations of the FundFunds.

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 (eachcash, a “Fund”), as such Exhibit may be amended by mutual agreement securities and other assets of the parties heretoInternational Equity Fund (the "Fund"), 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-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 that investment would violate the investment objectives, investment program, or investment restrictions or limitations of the Fund set out in the Prospectus and the SAI previously delivered to the Sub-Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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-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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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 investment objectives, investment program, or investment restrictions or limitations of the Fund.

Investment Sub-Advisory Services. Subject to the supervision of TST’s Board of Trustees (“Board”) and the Investment Adviser, the Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct provide the investments of each series of Penn Series listed on Exhibit A attached hereto following services: (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 1) Consistent with the investment objectives, program policies and restrictions applicable to the Fund Portfolio as provided stated in Penn Series’ Prospectus and the Portfolio’s then-current Registration Statement of Additional Information (“SAI”as defined below), as amended from time to time, and such other limitations as may be imposed directed by law the Board or as Penn Series the appropriate officers of the Investment Adviser or Adviser may impose with TST by 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, Sub-Adviser will direct the asset allocation strategy and the investment decisions to implement such strategy for the Portfolio, 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 assetsa continuous investment program for the Portfolio; (b2) Using exchange-traded shares of Vanguard-sponsored Exchange Traded Funds (ETFs), ETFs sponsored by others, institutional-class shares of mutual funds advised by the Investment Adviser or others (the ETFs and mutual funds together, the “Underlying Funds”), and/or direct investments in equity and/or fixed income securities, consistent with the Portfolio’s then-current prospectus, Sub-Adviser will use its methodology to decide in which Underlying Funds the Portfolio will invest, and determine what portion of the Portfolio should be invested in Underlying Funds and what portion, if any, should be held in equity and/or fixed income securities or other assets, such as cash; (3) Where applicable, Sub-Adviser will communicate to TST’s custodian (as identified in the prospectus) trade instructions that are a result of its investment decisions, including rebalancing/reallocation determinations; (4) Sub-Adviser will place orders and negotiate the commissions (if any) for all purchases and sales of the execution of transactions in securities investments made by the Portfolio with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c5) 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 will comply with all provisions of the FundVanguard Exemptive Order and any other exemptive order at all relevant times and will also comply will all applicable provisions of the 1940 Act.

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 a 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 a 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 a 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 a 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the a Fund that would violate the objectives, investment program, or restrictions or limitations of the Fund.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”’’). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 12% of the Internal Revenue Code of 1986, as amended (the “Code’’), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, and does not constitute tax or accounting advice.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of the Value Equity and Small Capitalization Funds (each series of Penn Series listed on Exhibit A attached hereto (each, a “"Fund”" and together the "Funds"), 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 Funds 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 Funds with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the a Fund if the that investment would violate the investment objectives, investment restrictions or limitations of the a 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 Funds in a manner consistent with the investment objectives of the FundFunds. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

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 the Large Cap Growth Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of the Value Equity and Small Capitalization Funds (each series of Penn Series listed on Exhibit A attached hereto (each, a “"Fund”" and together the "Funds"), 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 Funds 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 Funds with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the a Fund if the that investment would violate the investment objectives, objectives or investment restrictions or limitations of the a 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 Funds in a manner consistent with the investment objectives of the FundFunds. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund Funds that would violate the objectives, investment program, or restrictions or limitations of the FundFunds.

Investment Sub-Advisory Services. Subject to the supervision of Series Trust’s Board of Trustees (“Board”) and the Investment Adviser, the Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct provide the investments of each series of Penn Series listed on Exhibit A attached hereto following services: (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 1) Consistent with the investment objectives, program policies and restrictions applicable to each Portfolio as stated in the Fund Portfolio’s then-current Registration Statement (as provided in Penn Series’ Prospectus and Statement of Additional Information (“SAI”defined below), as amended from time to time, and such other limitations as may be imposed directed by law the Board or as Penn the appropriate officers of the Investment Adviser or Series or Adviser may impose with Trust by 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, Sub-Adviser will direct the asset allocation strategy and the investment decisions to implement such strategy for the Portfolio, 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 assetsa continuous investment program for the Portfolio; (b2) Using exchange-traded shares of Vanguard-sponsored Exchange Traded Funds (ETFs), ETFs sponsored by others, institutional-class shares of mutual funds advised by the Investment Adviser or others (the ETFs and mutual funds together, the “Underlying Funds”), and/or direct investments in equity and/or fixed income securities, consistent with each Portfolio’s then-current prospectus, Sub-Adviser will use its methodology to decide in which Underlying Funds each Portfolio will invest, and determine what portion of each Portfolio should be invested in Underlying Funds and what portion, if any, should be held in equity and/or fixed income securities or other assets, such as cash; (3) Where applicable, Sub-Adviser will communicate to Series Trust’s custodian (as identified in the prospectus) trade instructions that are a result of its investment decisions, including rebalancing/reallocation determinations; (4) Sub-Adviser will place orders and negotiate the commissions (if any) for all purchases and sales of the execution of transactions in securities investments made by the Portfolio with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c5) 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 will comply with all provisions of the FundVanguard Exemptive Order and any other exemptive order at all relevant times and will also comply will all applicable provisions of the 1940 Act.

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 a 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 a 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 a 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 a Fund in a manner consistent with the investment objectives of the Fund. The Sub-Adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by a 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 a Fund that would violate the objectives, investment program, or restrictions or limitations of the Fund.

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 (eachcash, a “Fund”), as such Exhibit may be amended by mutual agreement securities and other assets of the parties heretoFlexibly Managed and High Yield Bond Funds (each a "Fund" and together the "Funds"), and to exercise all rights incidental to ownership in accordance with the investment objectives, program and restrictions applicable to the Fund Funds as provided in Penn Series’ ' Prospectus and Statement of Additional Information (“SAI”)Information, 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-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 Funds with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the Fund Funds if the that investment would violate the investment objectives, objectives investment restrictions or limitations of the a Fund set out in the Prospectus prospectus and the SAI previously delivered to the Sub-Sub- Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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 Funds in a manner consistent with the investment objectives of the FundFunds. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the Fund Funds that would violate the objectives, investment program, or restrictions or limitations of the FundFunds.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”’’). The 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, the Sub-Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and; (c) take such other actions the Sub-Adviser deems to be appropriate; and provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 12 of the Internal Revenue Code of 1986, as amended (the “Code’’), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, and does not constitute tax or accounting advice.

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 the Small Cap Value Fund (each, a “the "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 agree to with notice in writing to Sub-AdviserAdviser in writing. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

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 the Index 500 Fund (each, a “the "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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

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 the Small Cap Value Fund and XXXX Cap Growth Fund (each, a “Fund” and, together, the “Funds”), 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 Funds 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 agree to with notice in writing to Sub-AdviserAdviser in writing. To enable Sub-Adviser to fully exercise its discretion, Adviser hereby appoints Sub-Adviser as agent and attorney-in-fact for the each Fund with full power and authority to buy, sell and otherwise deal in securities and contracts for the FundFunds. No investment will be made by Sub-Adviser for the a 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 Funds in a manner consistent with the investment objectives of the each 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) take such other actions Sub-Adviser deems to be appropriate; provided, however, that Sub-Adviser shall make no investment for the a Fund that would violate the objectives, investment program, or restrictions or limitations of the Fund.

Investment Sub-Advisory Services. Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of each series portfolio of Penn Series listed on Exhibit Schedule 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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.

Investment Sub-Advisory Services. The 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 the Adviser may impose with notice in writing to the Sub-Adviser. To enable the Sub-Adviser to fully exercise its discretion, the Adviser hereby appoints the 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 , subject to the Fund if the investment would violate terms and conditions of the investment objectives, investment policies and 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 the Sub-Adviser in the future. The 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”). The 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-Adviserthe Sub­Adviser, as agent and attorney-in-fact with respect to the Adviser and Penn Series, is authorized, in its discretion and without prior consultation with the 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 or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-Adviser may select, in conformance with the provisions of Paragraph 4 herein; and (c) take such other actions the Sub-Adviser deems to be appropriate; provided, however, that the Sub-Adviser shall make no investment for the Fund that would violate act in conformity with the objectives, investment program, or restrictions or limitations of the Fund. In performing its duties, the Sub-Adviser shall also (i) undertake reasonable best efforts to identify each position in the Fund that constitutes stock in a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1296 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) make such determinations and inform the Adviser at least annually (or more often and by such date(s) as the Adviser shall request) of any stock in a PFIC. This information will be provided for informational purposes only, shall not be relied upon by Penn Series, the Adviser, or any other person for any purpose, and does not constitute tax or accounting advice.

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 (eachcash, a “Fund”), as such Exhibit may be amended by mutual agreement securities and other assets of the parties heretoInternational Equity Fund (the "Fund"), 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 that investment would violate the investment objectives, investment program, or investment restrictions or limitations of the Fund set out in the Prospectus and the SAI previously delivered to the Sub-Adviser and as may or to be amended and delivered to Sub-Adviser in the futuredelivered. 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: (ai) buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;; and (bii) 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 (ciii) 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 investment objectives, investment program, or investment restrictions or limitations of the Fund.