EXHIBIT (d)(11)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Amendment dated as of September 7, 2006 to the Investment Sub-Advisory
Agreement dated as of May 1, 1998, as amended as of February 26, 2004, between
Independence Capital Management, Inc. (the "Adviser") and Vontobel Asset
Management, Inc. (formerly Vontobel USA Inc.) (the "Sub-Adviser") with respect
to the International Equity Fund (the "Fund"), a portfolio of the Penn Series
Funds, Inc.
WITNESSETH:
WHEREAS, Adviser and Sub-Adviser have entered into an Investment
Sub-Advisory Agreement (the "Agreement") dated as of May 1, 1998, as amended as
of February 26, 2004, pursuant to which the Sub-Adviser renders investment
sub-advisory services to the Fund;
WHEREAS, Section 3 of the Agreement sets forth the terms and conditions
with respect to the compensation payable by the Adviser to the Sub-Adviser for
the services rendered to the Fund pursuant to the Agreement; and
WHEREAS, Adviser and Sub-Adviser desire to amend Section 3 of the Agreement
for the purpose of revising the terms and conditions with respect to the
compensation payable to the Sub-Adviser under the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:
1. Section 3.B. of the Agreement is hereby deleted and replaced with the
following:
B. FEE RATE. The fee shall be paid at the rate of 0.50% of the first
$227,000,000 of average daily net assets of the Fund and 0.35% of
average daily net assets of the Fund in excess of $227,000,000.
2. Section 3.E. of the Agreement entitled "Lowest Fee Warranty" is hereby
deleted.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their officers designated below as of the day and year first written above.
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INDEPENDENCE CAPITAL MANAGEMENT, INC. VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx
Title: President Title: Vice President
VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: President and Chief Executive
Officer
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