Penn Series Funds N-CSRCertified annual shareholder report (management investment company)

EX-99.CODE ETH

WHAT IS THE PURPOSE OF OUR CODE OF ETHICS

Penn Mutual Asset Management, LLC (“PMAM” or the “Adviser”) serves as investment adviser to the various series (each, a “Fund” and, collectively, the “Funds”) of Penn Series Funds, Inc. (the “Company”) and other client accounts (“Client Accounts”). PMAM and the Company have adopted this Code of Ethics (the “Code” or “Code of Ethics”) pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Act”), and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) (collectively, referred to herein as the “Rules”). The Company and PMAM are jointly referred to as the “Firm.”

This Code of Ethics sets forth rules of conduct for Covered Persons, defined below, of the Firm and to assist such Covered Persons to make decisions in the best interests of the Funds and Client Accounts and in compliance with the requirements of the Rules.

This Code reflects the fiduciary obligation of the Adviser and the Covered Persons of the Firm to conduct their business and personal affairs in a manner that serves the interests of the Funds and Client Accounts ahead of their own interests, avoids taking advantage of their fiduciary position for personal gain, and addresses actual or potential conflicts of interests.

Accordingly, this Code: (i) sets out standards of conduct expected of Covered Persons of the Firm; (ii) requires the reporting of personal securities transactions, including transactions in any fund managed by the Adviser; and (iii) safeguards material nonpublic information about transactions in Fund portfolios and Client Accounts.

Underlined words are defined under the Code Definitions at the end of this policy to facilitate your understanding of the expectations and the application of requirements under this Code.

WHO IS SUBJECT TO THIS CODE OF ETHICS

All employees or associates, officers, managers and directors providing services to the Firm are subject to this Code and, as such, are considered Covered Persons.

“You” refers to a Covered Person. This Code applies to your personal investments, as well as those investments in which you may be considered a beneficial owner.

A Covered Person, who serves as an officer and/or manager of the Adviser and also serves as an officer and/or director of the Fund, is only required to report personal securities transactions under this Code.

A Covered Person, who is covered under another code of ethics, such as an affiliated entity, may only be required to report under one Code.

HOW DOES THE CODE APPLY TO YOU

As a Covered Person, you must adhere to the provisions of this Code. However, because access to information may vary based on roles and responsibilities, the Code has defined access categories as follows:

WHAT ARE THE RESPONSIBILITIES OF COVERED PERSONS UNDER THE CODE

WHAT ARE THE GENERAL PROHIBITIONS

You may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any Fund or Client Account:

WHAT ARE THE REPORTING REQUIREMENTS

ALL COVERED PERSONS

Code Acknowledgment

INVESTMENT PERSONS AND ACCESS PERSONS

The Code Administrator will identify all Investment Persons and Access Persons who are required to make the following reports and inform them of their reporting obligations.

Initial Holdings Report

Quarterly Personal Trading Report

Reports from Financial Institutions

Annual Holdings Reporting

If you are an Investment Person or Access Person, you must provide your annual holdings report within thirty (30) days of the annual notification from the Code Administrator. Your annual holdings report must be current as of a date no more than forty-five (45 days) before the report is submitted. The annual holdings report should include all securities subject to disclosure in which you own or have a beneficial ownership interest. This report should include the same information as required for your initial report. See Exhibit D.

INDEPENDENT DIRECTORS

Initial and Annual Holdings Reports

Quarterly Reports

EXCEPTIONS FROM REPORTING REQUIREMENTS

Investment Persons, Access Persons and Independent Directors

WHAT ARE THE RESTRICTIONS UNDER THIS CODE

Some personal securities transactions may be restricted under this Code.

If a transaction is restricted, you may not engage in a securities transaction or you must pre-clear the securities transaction with the Code Administrator.

Preclearance

To pre-clear transactions that are restricted and/or requires pre-clearance under this Code, you may contact the Code Administrator or Chief Compliance Officer by email, PersonalTrading@pennmutualam.com.

Your pre-clearance request must include the security and the principal amount or number of shares of the security proposed to be purchased or sold. If the request is approved by the Code Administrator or Chief Compliance Officer, pre-clearance will remain in effect for the day specified in the request.

WHAT TRANSACTIONS ARE NOT SUBJECT TO RESTRICTIONS OR LIMITATIONS

Transactions that are not subject to restrictions or limitations include purchases or sales which are non-volitional, such as stock splits, stock dividends, exchanges and conversions, mandatory tenders, dividend reinvestment plans, automatic payroll deduction plan, automatic rebalancing activity, and margin/maintenance calls.

WHAT ARE THE RESTRICTIONS FOR FUND SHARES UNDER THIS CODE

Preclearance of Fund Shares. If you are an Investment Person or Access Person, you must pre- clear personal Transactions Directly or Indirectly Involving the Purchase or Sale of Fund Shares.

Prior clearance is not required for any such Transaction if:

In determining whether to grant prior clearance, the Code Administrator shall determine, to his or her satisfaction, that the Transaction Directly or Indirectly Involving the Purchase or Sale of Fund Shares is not being made for the purpose of “market timing.”

Requests for prior clearance may be made to the Code Administrator in person, by telephone or electronic mail. The request shall identify the Fund and the dollar amount of the Transaction.

The Code Administrator shall inform the Access Person or Investment Person whether the prior clearance request was granted or denied. The determination of the Code Administrator to deny prior clearance shall be conclusive and binding. If prior clearance is granted, it shall remain in effect only for the day on which it was granted. If prior clearance for a Transaction has been denied and the Access Person or Investment Person continues to desire to engage in that same Transaction, the Access Person or Investment Person shall submit a request for prior clearance on the following business day (or such other business day of the Access Person’s or Investment Person’s choosing).

The Chief Compliance Officer shall regularly review pre-clearances approved for the purchase or sale of Fund Shares.

WHAT SHOULD I DO IF I BECOME AWARE OF A CODE VIOLATION

Covered Persons must promptly report any violations of the Code to the Code Administrator and the Chief Compliance Officer.

WHAT OCCURS UPON A VIOLATION OF THE CODE

If the Code Administrator determines that a Covered Person has violated the Code, the Code Administrator will, as soon as practicable, obtain a statement from Covered Person and provide the Chief Compliance Officer and the Chief Executive Officer with all relevant information regarding the violation.

The Chief Executive Officer will evaluate the materiality of the violation considering the level of influence of the violator, monetary value of the violation, frequency of violations, intent and evidence of violation of law, among others. As a result, you may be subject to serious penalties such as disciplinary action up to and including termination of employment.

HOW DO I PROTECT CLIENT INFORMATION

Covered Persons are prohibited from revealing non-public information about the Funds and Client Accounts. Such information includes a client’s status as a client of the Adviser, financial and account information of a client, the allocation of assets in a client portfolio, information relating to service performed or advice given to a client, and data or analyses derived from such non-public information (“Client Information”).

Client Information may only be disclosed to persons whose responsibilities require knowledge of the information and when the disclosure is otherwise consistent with the Adviser’s policy and the client’s instructions.

WHAT ARE THE RESPONSIBILITIES OF THE CODE ADMINISTRATOR AND CHIEF COMPLIANCE OFFICER

The Code Administrator is responsible for administration of the Code. The Code Administrator will carry out his or her responsibilities as follows:

***

CODE DEFINITIONS

Beneficial ownership means the same as it does under Section 16 of the Securities Exchange Act of 1934. You should generally consider yourself the “beneficial owner” of any securities in which you have a direct or indirect pecuniary interest. In addition, you should consider yourself the beneficial owner of securities held by your spouse or domestic partner, your minor children, a relative who shares your home or other persons by reason of any contract, arrangement, understanding or relationship that provides you with sole or shared voting or investment power.

Code Administrator is the person that is appointed by the Chief Executive Officer of the Adviser to administer this Code for the Adviser and its associates.

Chief Compliance Officer is the person that is appointed by the Board of Directors of the Company to administer the Code for the Funds. The Chief Compliance Officer may delegate administrative activities to a Code Administrator.

Control means the same as it does in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting securities, either directly or indirectly, is presumed to give the holder of such securities control over the company. This presumption may be countered by the facts and circumstances of a given situation.

Covered Person means all employees, officers, managers and directors of the Firm, each of which is subject to this Code.

Employee of an entity means any person who is employed by the entity as an employee or who regularly performs services for the entity as a loaned employee provided by another entity. The Adviser often refers to its employees as associates.

Fund means: (i)��Penn Series Funds, Inc.; or (ii) each separate series of Penn Series Funds, Inc.; or (iii) any other open-end management investment company (or series thereof) advised by the Adviser or any person in a control relationship with the Adviser.

Fund Shares means the securities issued by the Fund (as defined). Transactions of Fund Shares means (i) transactions in variable annuity contracts or variable life insurance policies for which a Fund serves as an investment option; and (ii) transactions in retirement and other benefit type plans (such as 401(k) plans) for which a Fund serves as an investment option.

Initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Private Placement means an offering of securities in which the issuer will rely on an exemption from registration provisions of federal securities laws. Private Placement securities generally involve a limited number of sophisticated investors and a restriction on resale of the securities.

Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security.

Security or securities means the same as they do under Section 202(a)(18) of the Advisers Act, which includes any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral- trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ‘‘security’’, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, except that for reporting purposes under this Code, they do not include direct obligations issued by the U.S. Government or its agencies, bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements. For purposes of this Code, a virtual currency token (e.g., Bitcoin) that functions like a unit of fiat currency is not considered a security. However, a virtual currency token offered in an Initial Coin Offering that involves investment in a common enterprise, or is offered to investors with an expectation of profits to be derived from the entrepreneurial or managerial efforts of others will be deemed to be a security for purposes of this Code. Rider 1: The status of virtual currencies and related instruments may change over time. As a result, this definition also may change. Currently, the Funds do not invest in virtual currencies or related instruments. However, at such time as the Funds commence such investing, virtual currencies and related instruments that qualify as securities as defined above will be subject to the provisions of this Code. PMAM and/or the Funds will notify Covered Persons at such time.

Securities subject to disclosure means any security, except direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements, and shares issued by registered open-end mutual funds other than shares of exchange-traded funds and Fund Shares. Please note, open-end mutual funds in a brokerage account or open-end mutual funds managed by PMAM are subject to disclosure.

Short-term trading means the purchase and sale of a security subject to disclosure within a 30- day calendar period. Short-swing trading refers to a style of trading that attempts to capture gains in a stock within one to four days through a technical analysis of a stock’s short-term price momentum rather than its fundamentals or intrinsic value.

Supervised person means any officer, manager or employee of the Adviser who provides investment advice on behalf of the Adviser and is subject to its supervision and control.

Transactions Directly or Indirectly Involving the Purchase or Sale of Fund Shares include: (i) transactions in variable annuity contracts or variable life insurance policies for which a Fund serves as an investment option; and (ii) transactions in retirement and other benefit type plans (such as 401(k) plans) for which a Fund serves as an investment option. In certain places in this Code, where the context allows, the term “Transaction” may be used instead of the term “Transaction Directly or Indirectly Involving the Purchase or Sale of Fund Shares

Appendix A

PENN SERIES FUNDS, INC.

(the “Company”)

SENIOR FINANCIAL OFFICERS’ CODE OF ETHICS (“SFO Code”)

INTRODUCTION

The reputation and integrity of the Company are valuable assets that are vital to the Company’s success. Each employee of the Company, including each of the Company’s president or principal executive officer, treasurer or principal financial officer, principal accounting officer or controller, or any person performing similar functions (collectively, “SFO” or “you”), is responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of integrity. These roles are filled by the Company’s President, Treasurer and Assistant Treasurer.

WHAT ARE THE PURPOSES OF THE SFO CODE

The purposes of this SFO Code are to deter wrong-doing and to promote:

WHAT ARE THE RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER

The Company’s Chief Compliance Office (“CCO”) shall implement and administer this SFO Code. Questions about this SFO Code should be directed to the CCO.

WHAT STANDARDS APPLY TO SFOS

The Company has adopted the following guidelines under which the SFOs perform their duties. However, the Company expects all employees who participate in the preparation of any part of the Company’s financial statements to follow the guidelines.

WHAT ARE THE CERTIFICATION REQUIREMENTS

SFOs will receive periodic training on the contents and importance of this SFO Code and the manner in which violations must be reported and waivers must be requested. Each SFO will be asked to certify on an annual basis that he/she is in full compliance with the SFO Code. A copy of the Annual Certification form is attached to the Code as Exhibit A.

HOW CAN I REQUEST WAIVERS OF THIS SFO CODE

You may request a waiver of a provision of this SFO Code by submitting your request in writing to the CCO for appropriate review (or to the President of the Company if you are the CCO). For example, if a family member works for a service provider that prepares the Company’s financial statements, you may have a potential conflict of interest in reviewing those statements and should seek a waiver of this SFO Code to review the work. The President of the Company or the Audit Committee will decide whether to grant a waiver. All waivers of this SFO Code must be disclosed to the Company’s shareholders to the extent required by SEC rules.

WHAT SHOULD I DO ABOUT SUSPECTED VIOLATIONS

SFOs who observe, learn of, or, in good faith, suspect a violation of the SFO Code must immediately report the violation to the CCO or to the Audit Committee of the Board. An example of a possible SFO Code violation is the preparation and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.

Because service providers to the Company perform much of the work relating to the Company’s financial statements, you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct. You should report these actions to the CCO even if you know, or think, that the service provider has its own code of ethics for its SFOs.

SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.

WHAT CONSTITUTE VIOLATIONS OF THE CODE

Dishonest or unethical conduct or conduct that is illegal, or gives the appearance of any of the foregoing, will constitute a violation of this SFO Code, regardless of whether this SFO Code refers specifically to that particular conduct. A violation of this SFO Code may result in disciplinary action, up to and including termination of employment. A variety of laws apply to the Company and its operations, including the Securities Act of 1933, the Investment Company Act of 1940, state laws relating to duties owed by Company directors and officers, and criminal laws. The federal securities laws generally prohibit the Company from making material misstatements in its prospectus and other documents filed with the SEC, or from omitting to state a material fact. These material misstatements and omissions include financial statements that are misleading or omit materials facts.

Examples of criminal violations of the law include stealing, embezzling, misapplying corporate or bank funds, making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities. The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.

Exhibit A

PENN SERIES FUNDS, INC.

(the “Company”)

SENIOR FINANCIAL OFFICERS’ CODE OF ETHICS (“SFO Code”)

Annual Certification of Senior Financial Officer

I hereby certify that I have read and fully understand the Senior Financial Officers’ Code of Ethics. Further, I certify that I am in full compliance with the SFO Code.

For the Company’s President, Treasurer and Assistant Treasurer Use Only

Appendix B

Penn Mutual Asset Management, LLC (the “PMAM”)

SENIOR FINANCIAL OFFICERS’ CODE OF ETHICS (“SFO Code”)

INTRODUCTION

The reputation and integrity of the Adviser are valuable assets that are vital to the Adviser’s success. Each employee of the Adviser, including each of the Adviser’s president,, treasurer or principal financial officer, principal accounting officer or controller, or any person performing similar functions (collectively, “SFO” or “you”), is responsible for conducting the Adviser’s business in a manner that demonstrates a commitment to the highest standards of integrity. These roles are filled by the Adviser’s President, Treasurer, and Assistant Treasurer.

WHAT ARE THE PURPOSES OF THE SFO CODE

The purposes of this SFO Code are to deter wrong-doing and to promote:

WHAT ARE THE RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER

The Adviser’s Chief Compliance Office (“CCO”) shall implement and administer this SFO Code. Questions about this SFO Code should be directed to the CCO.

WHAT STANDARDS APPLY TO SFOS

The Adviser has adopted the following guidelines under which the SFOs perform their duties. However, the Adviser expects all employees who participate in the preparation of any part of the Adviser’s financial statements to follow the guidelines.

WHAT ARE THE CERTIFICATION REQUIREMENTS

SFOs will receive periodic training on the contents and importance of this SFO Code and the manner in which violations must be reported and waivers must be requested. Each SFO will be asked to certify on an annual basis that he/she is in full compliance with the SFO Code. A copy of the Annual Certification form is attached to the Code as Exhibit B.

HOW CAN I REQUEST WAIVERS OF THIS SFO CODE

You may request a waiver of a provision of this SFO Code by submitting your request in writing to the CCO for appropriate review (or to the President of the Adviser if you are the CCO). For example, if a family member works for a service provider that prepares the Adviser’s financial statements, you may have a potential conflict of interest in reviewing those statements and should seek a waiver of this SFO Code to review the work. The President of the Adviser or the Audit Committee will decide whether to grant a waiver. All waivers of this SFO Code must be disclosed to the Adviser’s shareholders to the extent required by SEC rules.

WHAT SHOULD I DO ABOUT SUSPECTED VIOLATIONS

SFOs who observe, learn of, or, in good faith, suspect a violation of the SFO Code must immediately report the violation to the CCO or to the Audit Committee of the Board. An example of a possible SFO Code violation is the preparation and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.

Because service providers to the Adviser perform much of the work relating to the Adviser’s financial statements, you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct. You should report these actions to the CCO even if you know, or think, that the service provider has its own code of ethics for its SFOs.

SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.

WHAT CONSTITUTE VIOLATIONS OF THE CODE

Dishonest or unethical conduct or conduct that is illegal, or gives the appearance of any of the foregoing, will constitute a violation of this SFO Code, regardless of whether this SFO Code refers specifically to that particular conduct. A violation of this SFO Code may result in disciplinary action, up to and including termination of employment. A variety of laws apply to the Adviser and its operations, including the Securities Act of 1933, the Investment Adviser Act of 1940, state laws relating to duties owed by Adviser directors and officers, and criminal laws. The federal securities laws generally prohibit the Adviser from making material misstatements in its prospectus and other documents filed with the SEC, or from omitting to state a material fact. These material misstatements and omissions include financial statements that are misleading or omit materials facts.

Examples of criminal violations of the law include stealing, embezzling, misapplying corporate or bank funds, making a payment for an expressed purpose on the Adviser’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Adviser’s activities. The Adviser must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.

Exhibit B

Penn Mutual Asset Management, LLC (the “PMAM”)

SENIOR FINANCIAL OFFICERS’ CODE OF ETHICS (“SFO Code”)

Annual Certification of Senior Financial Officer

I hereby certify that I have read and fully understand the Senior Financial Officers’ Code of Ethics. Further, I certify that I am in full compliance with the SFO Code.

The Adviser’s President, Treasurer, and Assistant Treasurer Use Only

Exhibit C

Initial Holdings and Code Acknowledgment

SECTION I. REPORTABLE SECURITIES

Add lines or provide detail on separate page, if necessary.

SECTION II. PENN SERIES FUNDS - Penn Mutual Variable Life Policy/Variable Annuity Contract

Add lines or provide detail on separate page, if necessary.

Code of Ethics Acknowledgement

I hereby acknowledge receipt of the Code of Ethics (“Code”) of Penn Mutual Asset Management, LLC and Penn Series Funds, Inc. I affirm that as a covered person, I read the Code and understand it; and affirm that I will fully comply with all provisions of the Code, to the extent applicable.

Signature and Date: _____________________________________________________________________

Exhibit D

Annual Holdings Report

REPORTABLE SECURITIES

Add lines or provide detail on separate page, if necessary.

If you disclaim beneficial ownership of one or more securities reported above, please describe below and identify the securities and the related name and address of the broker, dealer and/or bank with whom you maintain an account and in which securities are held for your direct or indirect benefit.

Signature and Date:

Exhibit E

Penn Series Funds, Inc.

Independent Directors

Certification of Receipt and Understanding of Code of Ethics

I hereby certify that I have read and fully understand my responsibilities under the Code of Ethics adopted by Penn Series Funds, Inc. (the “Code”). Further, I certify that I am in full compliance with the Code.

______________________________

[Name of Director]

_______________________________

[Signature]

_______________________________

[Date]

Independent Directors Use Only

Appendix C

Summary of Pre-Clearance and Reporting Requirements

Blackout Period. No Investment Person or Access Person may purchase or sell any security on the same day on which any client managed by Adviser purchases or sells that security, unless such Investment Person or Access Person had no actual knowledge that the security was being considered for purchase or sale for a Client Account.

Limits on Trading. Investment Persons and Access Persons may not exceed aggregate of 40 trades per month. The transactions include derivatives but excludes non-reportable transactions (e.g., Non-volitional transactions, dividend re-investments, automatic investment plans).

Restricted Securities. Investment Persons must pre-clear investments listed on the restricted list. Compliance is responsible for maintaining the restricted list.