PENN SERIES FUNDS, INC.
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
This Amendment (the "Amendment") is made and entered into as of
July 1, 2016, and hereby amends that certain Investment Advisory
Agreement, dated May 1, 2000, as amended May 1, 2002, August 22,
2008, December 15, 2010, May 1, 2014, and May 14, 2015 (the
"Agreement"), between Penn Mutual Asset Management, Inc. (the
"Adviser") and Penn Series Funds, Inc. ("Penn Series"), on
behalf of each portfolio of Penn Series as listed on Schedule A
of the Agreement, as amended (the "Funds").
WHEREAS, the Adviser has converted from a Pennsylvania
corporation to a Pennsylvania limited liability company
effective July 1, 2016 (the "Conversion"); and
WHEREAS, the Adviser and Penn Series wish to amend the
Agreement to reflect the Conversion;
NOW THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereby agree as
follows:
1. The Conversion shall not be deemed an assignment for
purposes of Section 26 of the Agreement, and the Conversion
shall have no effect on the rights and obligations of the
parties as set forth in the Agreement, as amended.
2. All references in the Agreement to the Adviser shall refer
to "Penn Mutual Asset Management, LLC," and all references to
"Penn Mutual Asset Management, Inc." shall be replaced with
"Penn Mutual Asset Management, LLC." In addition, any
references to the Adviser as "a Pennsylvania corporation," or
words to that effect, are replaced with "a Pennsylvania limited
liability company."
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective
authorized officers or representatives as of the date first
above written.
PENN SERIES FUNDS, INC., on
behalf of the Funds
By: /s/ Xxxxx X. X'Xxxxxx
Xxxxx X. X'Xxxxxx
President
PENN MUTUAL ASSET MANAGEMENT, LLC
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
President and Chief Marketing Officer
