0001104659-08-027994 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between INDEPENDENCE CAPITAL MANAGEMENT, INC. and WELLS CAPITAL MANAGEMENT, INC. relating to LARGE CORE GROWTH FUND and SMID CAP GROWTH FUND
Investment Sub-Advisory Agreement • April 29th, 2008 • Penn Series Funds Inc • Maryland

INVESTMENT SUB-ADVISORY AGREEMENT, made as of , 200 by and between INDEPENDENCE CAPITAL MANAGEMENT, INC. (“Adviser”), a corporation organized and existing under the laws of the State of Pennsylvania, and WELLS CAPITAL MANAGEMENT, INC. (“Sub-Adviser”), a corporation organized and existing under the laws of the State of California.

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INVESTMENT SUB-ADVISORY AGREEMENT between INDEPENDENCE CAPITAL MANAGEMENT, INC. and ABN AMRO ASSET MANAGEMENT, INC. relating to LARGE CAP GROWTH FUND
Investment Sub-Advisory Agreement • April 29th, 2008 • Penn Series Funds Inc • Maryland

INVESTMENT SUB-ADVISORY AGREEMENT, made as of April 1, 2008 by and between INDEPENDENCE CAPITAL MANAGEMENT, INC. (“Adviser”), a corporation organized and existing under the laws of the State of Pennsylvania, and ABN AMRO Asset Management, Inc. (“Sub-Adviser”), a corporation organized and existing under the laws of the State of Illinois.

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 29th, 2008 • Penn Series Funds Inc

Amendment dated as of January 31, 2008 to the Investment Sub-Advisory Agreement dated as of May 1, 2000, as amended on May 17, 2007, between Independence Capital Management, Inc. (the “Adviser”) and Turner Investment Partners, Inc. (the “Sub-Adviser”) with respect to the Mid Cap Growth Fund (the “Fund”), a portfolio of the Penn Series Funds, Inc.

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 29th, 2008 • Penn Series Funds Inc

Amendment dated as of May 17, 2007 to the Investment Sub-Advisory Agreement dated as of May 1, 2000 between Independence Capital Management, Inc. (the “Adviser”) and Turner Investment Partners, Inc. (the “Sub-Adviser”) with respect to the Mid Cap Growth Fund (the “Fund”), a portfolio of the Penn Series Funds, Inc.

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2008 • Penn Series Funds Inc

Amendment dated as of , 2008 to the Investment Advisory Agreement dated as of May 1, 2000, as amended as of May 1, 2002, between Penn Series Funds, Inc. (“Penn Series”) and Independence Capital Management, Inc. (the “Adviser”).

AMENDED AND RESTATED ADMINISTRATIVE AND CORPORATE SERVICES AGREEMENT
Administrative and Corporate Services Agreement • April 29th, 2008 • Penn Series Funds Inc • Pennsylvania

AGREEMENT, made and entered into as of February 21, 2008, by and between PENN SERIES FUNDS, INC., a Maryland corporation (“Penn Series”), and THE PENN MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania mutual life insurance company (“Penn Mutual”).

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