0001193125-11-118957 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between INDEPENDENCE CAPITAL MANAGEMENT, INC. and COHEN & STEERS CAPITAL MANAGEMENT, INC. relating to REAL ESTATE SECURITIES FUND
Investment Sub-Advisory Agreement • April 29th, 2011 • Penn Series Funds Inc • Maryland

INVESTMENT SUB-ADVISORY AGREEMENT, made as of May 1, 2011 by and between INDEPENDENCE CAPITAL MANAGEMENT, INC. (“Adviser”), a corporation organized and existing under the laws of the State of Pennsylvania, and COHEN & STEERS CAPITAL MANAGEMENT, INC. (“Sub-Adviser”), a New York corporation.

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PENN SERIES FUNDS, INC. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 29th, 2011 • Penn Series Funds Inc

Amendment dated as of December 15, 2010 to the Investment Advisory Agreement dated as of May 1, 2000, as amended as of May 1, 2002 and August 22, 2008, 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, 2011 • Penn Series Funds Inc • Pennsylvania

AGREEMENT, made and entered into as of December 15, 2010, 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”).

PENN SERIES FUNDS, INC. EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2011 • Penn Series Funds Inc

This Agreement, dated as of December 15, 2010, 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”).

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