Board Consideration and Approval of Investment Advisory and Sub-Advisory Agreements
Penn Series Funds, Inc. (the “Company”) and Penn Mutual Asset Management, LLC (“PMAM”) have entered into an investment advisory agreement (the “Advisory Agreement”) pursuant to which PMAM serves as the investment adviser to each series of the Company (each, a “Fund” and collectively, the “Funds”). As the investment adviser to the Funds, PMAM is primarily responsible for (i) providing day-to-day investment management services to certain of the Funds (collectively, the “Directly Managed Funds”) and (ii) selecting and overseeing the investment sub-advisers who perform day-to-day investment management services for the remaining Funds (collectively, the “Sub-Advised Funds”). The Directly Managed Funds consist of the Money Market, Limited Maturity Bond, Quality Bond, High Yield Bond, Balanced, Aggressive Allocation, Moderately Aggressive Allocation, Moderate Allocation, Moderately Conservative Allocation, and Conservative Allocation Funds. The Sub-Advised Funds consist of the Flexibly Managed, Large Growth Stock, Large Cap Growth, Large Core Growth, Large Cap Value, Large Core Value, Index 500, Mid Cap Growth, Mid Cap Value, Mid Core Value, SMID Cap Growth, SMID Cap Value, Small Cap Value, Small Cap Growth, Small Cap Index, Developed International Index, International Equity, Emerging Markets Equity, and Real Estate Securities Funds.
PMAM has entered into, and the Company’s Board of Directors (the “Board”) has approved, separate sub-advisory agreements (each, a “Sub-Advisory Agreement”, collectively, the “Sub-Advisory Agreements”, and together with the Advisory Agreement, the “Agreements”) with each sub-adviser identified below (each, a “Sub-Adviser”, collectively, the “Sub-Advisers”, and together with PMAM, the “Advisers”). Each Sub-Adviser is primarily responsible for the day-to-day management of its Sub-Advised Funds(s) subject to the oversight of both PMAM and the Board. PMAM serves as “manager of managers” with respect to the Sub-Advisers and the Sub-Advised Funds. As such, PMAM, subject to certain conditions and the approval of the Board, may hire and terminate unaffiliated investment sub‑ advisers without shareholder approval for each of the Sub-Advised Funds. The Sub-Advised Funds’ “manager of managers” structure facilitates PMAM’s regular review of each Sub-Adviser’s overall performance with respect to the Sub-Advised Fund(s) it manages. When selecting a new investment sub-adviser, PMAM quantitatively and qualitatively evaluates, among other factors, each sub-adviser’s (i) investment expertise and resources, (ii) investment results in managing assets for relevant asset classes, investment styles and strategies, and (iii) regulatory compliance infrastructure and culture. PMAM engages in a substantially similar evaluation process when determining whether to retain a Sub-Adviser. PMAM also oversees each Sub-Adviser’s investment activities with respect to each Fund it manages to seek to ensure compliance with the Fund’s investment policies and guidelines and to monitor each Sub-Adviser’s adherence to its investment style and the Fund’s investment strategies.
The Investment Company Act of 1940 (the “1940 Act”), requires that a fund’s initial investment advisory agreement, including any investment sub-advisory agreement, and any continuation thereof, be specifically approved by: (i) the vote of the fund’s board of directors or by a vote of the shareholders of a majority of the fund’s outstanding shares; and (ii) the vote of a majority of the directors who are not “interested persons,” as defined in the 1940 Act. In connection with its consideration of such approvals, a board must request and evaluate, and the investment adviser must furnish, such information as may be reasonably necessary for the board to evaluate the terms of the investment advisory agreement.
The Board considered and approved a new investment sub-advisory agreement for the Large Core Growth Fund at a meeting of the Board held on February 22, 2023 and the continuation of the Advisory Agreement and each Sub-Advisory Agreement at meetings of the Board held on May 11, 2023 and May 18, 2023. A discussion of certain of the factors the Board considered in determining to approve the new investment sub-advisory agreement for the Large Core Growth Fund and the continuation of the Agreements and its conclusions with respect thereto follows.
Board Approval of New Investment Sub-Advisory Agreement
At a meeting of the Company’s Board held on February 22, 2023, PMAM recommended, and the Board, including a majority of the Independent Directors, approved the appointment of Delaware Investments Fund Advisers (“DIFA”) to serve as investment sub-adviser to the Large Core Growth Fund pursuant to the terms of an investment sub-advisory agreement between DIFA and PMAM, dated April 30, 2021, as amended (the “DIFA Sub-Advisory Agreement”) in place of the Fund’s prior investment sub-adviser, the appointment and related sub-advisory agreement for which the Board terminated effective May 1, 2023.
Board Considerations. Prior to the approval of the DIFA Sub-Advisory Agreement, the Board received written information from both PMAM and DIFA responsive to questionnaires prepared on behalf of the Board. The information provided augmented and updated information previously presented to the Board during its May 12, 2022 and May 19, 2022 meetings at which it considered and approved the continuance of the DIFA Sub-Advisory Agreement with respect to the Mid Cap Growth Fund. At the Board’s February 22, 2023 meeting, PMAM discussed with the Board the proposed replacement of the Fund’s