0001193125-10-102055 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between INDEPENDENCE CAPITAL MANAGEMENT, INC. and MORGAN STANLEY INVESTMENT MANAGEMENT INC.
Investment Sub-Advisory Agreement • April 30th, 2010 • Penn Series Funds Inc • Maryland

INVESTMENT SUB-ADVISORY AGREEMENT, made as of May 1, 2010 by and between INDEPENDENCE CAPITAL MANAGEMENT, INC. (“Adviser”), a corporation organized and existing under the laws of the State of Pennsylvania, and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (“Sub-Adviser”), a Delaware corporation.

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PENN SERIES FUNDS, INC. EXPENSE LIMITATION AGREEMENT
Penn Series • April 30th, 2010 • Penn Series Funds Inc

This Agreement, dated as of June 2, 2009, is made and entered into by and among Independence Capital Management, Inc. (the “Adviser”), The Penn Mutual Life Insurance Company (“Penn Mutual”), and Penn Series Funds, Inc. (the “Company”), on behalf of each portfolio of the Company listed on SCHEDULE A attached hereto, as may be amended from time to time (each, a “Fund” and, collectively, the “Funds”).

AMENDED AND RESTATED ADMINISTRATIVE AND CORPORATE SERVICES AGREEMENT
Amended and Restated • April 30th, 2010 • Penn Series Funds Inc • Pennsylvania

AGREEMENT, made and entered into as of November 19, 2009, 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”).

INVESTMENT SUB-ADVISORY AGREEMENT between INDEPENDENCE CAPITAL MANAGEMENT, INC. and ALLIANZ GLOBAL INVESTORS CAPITAL LLC
Investment Sub-Advisory Agreement • April 30th, 2010 • Penn Series Funds Inc • Maryland

INVESTMENT SUB-ADVISORY AGREEMENT, made as of May 1, 2010 by and between INDEPENDENCE CAPITAL MANAGEMENT, INC. (“Adviser”), a corporation organized and existing under the laws of the State of Pennsylvania, and ALLIANZ GLOBAL INVESTORS CAPITAL LLC (“Sub-Adviser”), a Delaware limited liability company.

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