SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Penn Series Funds, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee Required.
/ / Fee computed on table below per exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________________________
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_____________________________________________________________________________
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
/_/ Fee paid previously with preliminary materials.
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount previously paid: _________________________________________________
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4) Date filed: _____________________________________________________________
<PAGE>
THE PENN MUTUAL LIFE INSURANCE COMPANY
PENN MUTUAL VARIABLE LIFE ACCOUNT I
Voting Instruction Form
At a Special Meeting of Shareholders of Penn Series Funds, Inc. (the
"Company") scheduled to be held on October 10, 1997, and at any adjournments
thereof, the undersigned owner of a variable life policy (or policies)
participating in Penn Mutual Variable Life Account I hereby instructs The Penn
Mutual Life Insurance Company ("Penn Mutual") to vote shares of Funds of the
Company held under my policy (or policies) in accordance with the instructions
below, and to vote the shares on any other matters that may properly come before
the meeting, all as set forth in the Notice of Special Meeting and Proxy
Statement that accompanied this Voting Instruction Form.
The undersigned acknowledges receipt of this Voting Instruction Form
along with a copy of the Notice of Special Meeting of Shareholders and the Proxy
Statement of the Board of Directors of the Company.
|X| Please mark your choice like this and sign and date below.
Penn Mutual recommends a vote FOR the proposals set forth below.
<TABLE>
<CAPTION>
UNITS PROPOSAL FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. Approve the proposed Investment Advisory Agreement between the |_| |_| |_|
Company and OpCap Advisors with respect to Value Equity Fund.
2. Approve the proposed Investment Advisory Agreement between the |_| |_| |_|
Company and OpCap Advisors with respect to the Small
Capitalization Fund.
3. Approve the proposed Investment Sub-Advisory Agreement between |_| |_| |_|
Independence Capital Management, Inc. and Robertson Stephens
Investment Management, Inc. for the Emerging Growth Fund.
</TABLE>
Shares will be voted as directed. Penn Mutual will vote on any other
business that may properly come before the meeting in the discretion of its
management. This voting instruction is solicited by Penn Mutual.
PLEASE VOTE, SIGN EXACTLY AS LISTED ABOVE AND DATE THIS VOTING
INSTRUCTION AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
IMPORTANT: Your signature(s) should be exactly as your name or names appear on
this Voting Instruction Form. If the shares are held jointly, each holder should
sign. If signing is by attorney, executor, administrator, trustee or guardian,
please print your full title below your signature.
Dated: ______________ ,1997 ________________ _________________
Signature Signature
<PAGE>
THE PENN INSURANCE AND ANNUITY COMPANY
PIA VARIABLE ANNUITY ACCOUNT I
Voting Instruction Form
At a Special Meeting of Shareholders of Penn Series Funds, Inc. (the
"Company") scheduled to be held on October 10, 1997, and at any adjournments
thereof, the undersigned owner of a variable annuity contract (or contracts)
participating in PIA Variable Annuity Account I hereby instructs The Penn
Insurance and Annuity Company ("PIA") to vote shares of Funds of the Company
held under my contract (or contracts) in accordance with the instructions below,
and to vote the shares on any other matters that may properly come before the
meeting, all as set forth in the Notice of Special Meeting and Proxy Statement
that accompanied this Voting Instruction Form.
The undersigned acknowledges receipt of this Voting Instruction Form
along with a copy of the Notice of Special Meeting of Shareholders and the Proxy
Statement of the Board of Directors of the Company.
|x| Please mark your choice like this and sign and date below.
PIA recommends a vote FOR the proposals set forth below.
<TABLE>
<CAPTION>
UNITS PROPOSAL FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. Approve the proposed Investment Advisory Agreement between the |_| |_| |_|
Company and OpCap Advisors with respect to Value Equity Fund.
2. Approve the proposed Investment Advisory Agreement between the |_| |_| |_|
Company and OpCap Advisors with respect to the Small
Capitalization Fund.
3. Approve the proposed Investment Sub-Advisory Agreement between |_| |_| |_|
Independence Capital Management, Inc. and Robertson Stephens
Investment Management, Inc. for the Emerging Growth Fund.
</TABLE>
Shares will be voted as directed. PIA will vote on any other business
that may properly come before the meeting in the discretion of its management.
This voting instruction is solicited by PIA.
PLEASE VOTE, SIGN EXACTLY AS LISTED ABOVE AND DATE THIS VOTING
INSTRUCTION AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
IMPORTANT: Your signature(s) should be exactly as your name or names appear on
this Voting Instruction Form. If the shares are held jointly, each holder should
sign. If signing is by attorney, executor, administrator, trustee or guardian,
please print your full title below your signature.
Dated: _________________ ,1997 ________________ ____________________
Signature Signature
<PAGE>
THE PENN MUTUAL LIFE INSURANCE COMPANY
PENN MUTUAL VARIABLE ANNUITY ACCOUNT III
Voting Instruction Form
At a Special Meeting of Shareholders of Penn Series Funds, Inc. (the
"Company") scheduled to be held on October 10, 1997, and at any adjournments
thereof, the undersigned owner of a variable annuity contract (or contracts)
participating in Penn Mutual Variable Annuity Account III hereby instructs The
Penn Mutual Life Insurance Company ("Penn Mutual") to vote shares of Funds of
the Company held under my contract (or contracts) in accordance with the
instructions below, and to vote the shares on any other matters that may
properly come before the meeting, all as set forth in the Notice of Special
Meeting and Proxy Statement that accompanied this Voting Instruction Form.
The undersigned acknowledges receipt of this Voting Instruction Form
along with a copy of the Notice of Special Meeting of Shareholders and the Proxy
Statement of the Board of Directors of the Company.
|X| Please mark your choice like this and sign and date below.
Penn Mutual recommends a vote FOR the proposals set forth below.
<TABLE>
<CAPTION>
UNITS PROPOSAL FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. Approve the proposed Investment Advisory Agreement between the |_| |_| |_|
Company and OpCap Advisors with respect to Value Equity Fund.
2. Approve the proposed Investment Advisory Agreement between the |_| |_| |_|
Company and OpCap Advisors with respect to the Small
Capitalization Fund.
3. Approve the proposed Investment Sub-Advisory Agreement between |_| |_| |_|
Independence Capital Management, Inc. and Robertson Stephens
Investment Management, Inc. for the Emerging Growth Fund.
</TABLE>
Shares will be voted as directed. Penn Mutual will vote on any other
business that may properly come before the meeting in the discretion of its
management. This voting instruction is solicited by Penn Mutual.
PLEASE VOTE, SIGN EXACTLY AS LISTED ABOVE AND DATE THIS VOTING
INSTRUCTION AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
IMPORTANT: Your signature(s) should be exactly as your name or names appear on
this Voting Instruction Form. If the shares are held jointly, each holder should
sign. If signing is by attorney, executor, administrator, trustee or guardian,
please print your full title below your signature.
Dated: ______________, 1997 ____________________ ___________________
Signature Signature
<PAGE>
