AGREEMENT TO WAIVE FEES AND REIMBURSE EXPENSES DAVIS SERIES, INC. DAVIS APPRECIATION & INCOME FUND - DAVIS FINANCIAL FUND - DAVIS GOVERNMENT BOND FUND - DAVIS OPPORTUNITY FUND - DAVIS REAL ESTATE FUND

AGREEMENT

TO WAIVE FEES AND REIMBURSE EXPENSES

XXXXX SERIES, INC.

XXXXX APPRECIATION & INCOME FUND  -  XXXXX FINANCIAL FUND  -  XXXXX GOVERNMENT BOND FUND  -  XXXXX OPPORTUNITY FUND  -  XXXXX REAL ESTATE FUND

THIS AGREEMENT is made this 11^TH day of September, 2020, between Xxxxx Series, Inc., a Maryland corporation (“Xxxxx Series”) and Xxxxx Selected Advisers, L.P., a limited partnership organized under the laws of Colorado (“DSA”).

RECITALS:

WHEREAS, Xxxxx Series is a registered open-end management investment company with six authorized series (Xxxxx Opportunity Fund, Xxxxx Financial Fund, Xxxxx Appreciation & Income Fund, Xxxxx Real Estate Fund, Xxxxx Government Bond Fund, and Xxxxx Government Money Market Fund); and

WHEREAS, DSA serves as the investment adviser for Xxxxx Series; and

WHEREAS, both Xxxxx Series and DSA agree it is important that the actual expenses of Class A shares, Class C shares, and Class Y shares for Xxxxx Appreciation & Income Fund, Xxxxx Opportunity Fund, Xxxxx Real Estate Fund, Xxxxx Government Bond Fund, and Xxxxx Financial Fund, not exceed a specified percentage, Class A, 1.00%, Class C, 1.75%, Class Y, 0.75%, of net assets on an annual basis;

NOW, THEREFORE, the parties hereby agree as follows:

1. Terminate Former Agreements. The prior agreements for Xxxxx Appreciation & Income Fund, Xxxxx Opportunity Fund, Xxxxx Financial Fund, Xxxxx Government Bond Fund, and Xxxxx Real Estate Fund shall be terminated and replaced by this Agreement effective October 1, 2020.

2. Expense Cap. DSA agrees to waive fees and reimburse the expenses of Xxxxx Appreciation & Income Fund, Xxxxx Opportunity Fund, Xxxxx Real Estate Fund, Xxxxx Government Bond Fund, and Xxxxx Financial Fund to the extent it is necessary to ensure that the actual expense incurred by each share class for the respective Fund, after recognizing the benefits of custody or other credits, fee waivers, and expense reimbursements, not exceed: Class A, 1.00%, Class C, 1.75%, Class Y, 0.75% of net assets.

3. Duration of Agreement. This Agreement shall be effective as of October 1, 2020, and ending on May 1, 2022. This Agreement shall automatically renew for additional one-year periods if not terminated, in writing, by either party before May 1^st of each year.

IN WITNESS WHEREOF, the parties have duly executed and sealed this Agreement, all as of the date first written above.

	Xxxxx Series, Inc.	Xxxxx Selected Advisers, L.P.
		By Xxxxx Investments, LLC (General Partner)
	By: _________________	By: _________________
	Xxxx Xxxxxx	Xxxx Xxxxxxx
	Vice President	Vice President