SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
REGISTRATION NO. 2-74216
POST-EFFECTIVE AMENDMENT NO. 20
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-3270
AMENDMENT NO. 21
VENTURE MUNI (+) PLUS, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
(1-505-983-4335)
Agent For Service: Sheldon R. Stein
D'Ancona & Pflaum
30 North LaSalle Street
Suite 2900
Chicago, Illinois 60602
(1-312-580-2014)
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to paragraph (b)
_____ on , pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)
X on October 1, 1995, pursuant to paragraph (a)
_____ of Rule 485
In accordance with Section 24(f) of the Investment Company Act of 1940
and Rule 24f-2 thereunder, Registrant has previously elected to register
an indefinite number of shares of its Common Stock. The 24f-2 Notice
was filed on or about November 17, 1994.
<PAGE>
FORM N-1A
VENTURE MUNI (+) PLUS, INC.
POST-EFFECTIVE AMENDMENT NO. 20 TO REGISTRATION STATEMENT NO.
2-74216 UNDER THE SECURITIES ACT OF 1933 AND AMENDMENT NO. 21
UNDER THE INVESTMENT COMPANY ACT OF 1940 TO REGISTRATION
STATEMENT NO. 811-3270.
CROSS REFERENCE SHEET
_____________________
N-1A
Item No. Prospectus Caption or Placement
________ _______________________________
1 Front Cover
2 Summary (includes expense table)
3 Financial Highlights; Performance Data
4 Summary; Investment Objective and Policies
5 Adviser, Sub-Adviser and Distributor; Method of Distribution;
Purchase of Shares; Summary
5A Mangement's Discussion of Fund Performance (contained
in 1994 Annual Report)
6 Summary; Shareholder Inquiries; Dividends and Distributions;
Federal Income Taxes; Fund Shares
7 Purchase of Shares; Exchange of Shares; Determining the
Price of Shares
8 Redemption of Shares
9 (Not Applicable)
Part B Caption or Placement
___________________________
10 Cover Page
11 Table of Contents
12 (Not Applicable)
13 Fundamental Investment Restrictions; Municipal Obligations;
Temporary Investments; Portfolio Transactions
14 Directors and Officers
15 Certain Shareholders of the Funds
16 Investment Advisory Services; Custodian; Auditors;
Determining the Price of Shares; Distribution of Fund Shares
17 Portfolio Transactions
18 *
19 Determining the Price of Shares; Reduction of Class A Sales
Charge
20 *
21 *
22 Performance Data
23 Financial Statements for the year ended September 30, 1994
and the six months ended March 31, 1995 are incorporated by
reference from the 1994 Annual Report to Shareholders and 1995
Semi-Annual Report to shareholders.
____________________
* Included in Prospectus
<PAGE>
PROSPECTUS February 1, 1995
As revised October 1, 1995
DAVIS TAX-FREE HIGH INCOME FUND, INC.
(formerly, VENTURE MUNI (+) PLUS, INC.)
124 East Marcy Street
Santa Fe, New Mexico 87501
1-800-279-0279
Minimum Investment Plans Available
Initial Purchase $1,000 Exchange Privilege
Subsequent Investment $25 Automatic Investment Plan
Automatic Withdrawals Plan
Davis Tax-Free High Income Fund, Inc. (the "Fund") seeks to provide
current income free from federal income tax by investing in debt
obligations issued by state and local governments or their agencies or
instrumentalities ("municipal obligations"). The Fund may invest up to
100% of its assets in lower rated bonds, commonly known as "junk bonds,"
which entail greater risks, including default risks, than those found in
higher rated securities. Investors should carefully consider these risks
before investing. See "Investment Objectives and Policies."
The Fund offers two classes of shares, each having different expense
levels and sales charges. You may choose to purchase Class A shares,
normally with a sales charge imposed at the time you purchase the shares
("front-end sales charge"), or Class B shares, on which no front-end sales
charge is imposed but upon which a deferred sales charge may be imposed
at the time of redemption depending on how long you have owned the
shares ("contingent deferred sales charge" or "CDSC"). On purchases of
Class A shares of $1 million or more, there is no initial or contingent
deferred sales charge. Class B shares have a higher level of expenses than
Class A shares, including higher Rule 12b-1 fees, and automatically
convert to Class A shares eight years after purchase. These alternatives
permit you to choose the method of purchasing shares that is most
beneficial to you, depending on the amount of the purchase, the length of
time you expect to hold the shares and other circumstances.
This Prospectus concisely sets forth information about the Fund that
prospective investors should know before investing. It should be read
carefully and retained for future reference.
A Statement of Additional Information dated February 1, 1995 as
revised October 1, 1995, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. A copy of this
Statement and other information about the Fund may be obtained without
charge by writing to or calling the Fund at the above address or telephone
number.
____________________
Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
SUMMARY
Fund Expenses. The following table is intended to assist you in
understanding the various costs and expenses that an investor in the Fund
will bear directly or indirectly. The information with respect to the
Fund's Class B shares is based on the Fund's fiscal year ended September
30, 1994. The information concerning "other expenses" with respect to
the Fund's Class A shares is estimated based on the first year such shares
are offered and is not necessarily indicative of the first year or future
years. The 5% rate used in the example is only for illustration and is not
intended to be indicative of the future performance of the Fund, which may
be more or less than the assumed rate. Future expenses may be more or
less than those shown. You can refer to "Adviser and Distributor" and
"Purchase of Shares" for more information on transaction and operating
expenses of the Fund.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses Class A Class B
________________________________ _______ _______
<S> <C> <C>
Maximum sales load imposed on purchases......................... 4.75% None
Maximum sales load imposed on reinvested dividends.............. None None
Deferred sales load (a declining percentage of the
lesser of the net asset value of the shares
redeemed or the total cost of such shares)
Redeemed during first year.................................. None 4.00%
Redeemed during second or third year........................ None 3.00%
Redeemed during fourth or fifth year........................ None 2.00%
Redeemed during sixth year.................................. None 1.00%
Redeemed after sixth year................................... None None
Exchange Fee.................................................. $5.00 $5.00
Annual Fund operating expenses (as a percentage of average netassets)
Management fees........................................... 0.75% 0.75%
12b-1 fees<F1>............................................ 0.25% 0.97%
Other expenses............................................ 0.35% 0.35%
Total Fund operating expenses........................... 1.35% 2.07%
<FN>
<F1>The effect of a Rule 12b-1 plan is that long-term shareholders may pay
more than the maximum front-end sales charge permitted under applicable
rules of the National Association of Securities Dealers, Inc.
</FN>
</TABLE>
Example:
You would pay the following expenses on a $1,000 investment,
assuming (i) 5% annual return and (ii) redemption at the end of each time
period:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
______ _______ _______ ________
<S> <C> <C> <C> <C>
Class A............... $61 $88 $118 $202
Class B............... $51 $85 $121 N/A
</TABLE>
The Fund. Davis Tax-Free High Income Fund, Inc. is an open-end,
diversified, management investment company incorporated in Maryland in
1981 and is registered under the Investment Company Act of 1940.
The Fund offers investors the choice between two classes of shares.
Class A shares may be purchased at a price equal to their net asset value
per share plus an initial sales charge imposed at the time of purchase.
Purchases of $1 million or more of Class A shares may be purchased at net
asset value. Class B shares may be purchased at net asset value but are
subject to a contingent deferred sales charge on most redemptions made
within six years of purchase. These alternatives permit an investor to
choose the method of purchasing shares that is most beneficial given the
amount of the purchase, the length of time the investor expects to hold
the shares, and other circumstances. Each class of shares pays a Rule
12b-1 distribution fee at an annual rate not to exceed (i) for Class A
shares, 0.25% of the Fund's aggregate average daily net assets
attributable to the Class A shares and (ii) for Class B shares, 1.00% of the
Fund's aggregate average daily net assets attributable to the Class B
shares. Investors should understand that the purpose and function of
<PAGE>
the deferred sales charge and distribution fee with respect to the Class B
shares is the same as those of the initial sales charge and distribution
services fee with respect to the Class A shares.
Each share of the Fund, whether Class A or Class B, represents an
identical interest in the investment portfolio of the Fund but differ in
important respects. For example, Class B shares incur higher distribution
services fees and bear certain other expenses and will thus have a higher
expense ratio and pay correspondingly lower dividends than Class A
shares. Class B shares will automatically convert to Class A shares eight
years after the end of the calendar month in which the shareholder's order
to purchase was accepted, in the circumstances and subject to the
qualifications described in this Prospectus. The per share net asset value
of the Class B shares generally will be lower than the per share net asset
value of the Class A shares, reflecting the daily expense accruals of
additional distribution fees and certain other expenses applicable to Class
B shares. It is expected, however, that the per share net asset value of
the classes, which differ by approximately the amount of the expense
accrual differential between the classes will tend to converge
immediately on the ex date of the dividends or distributions. The Board of
Directors may offer additional classes of shares in the future and may at
any time discontinue the offering of any class of shares. See "Purchase of
Shares--Alternative Purchase Arrangements".
Investment Objective. The Fund's investment objective is to provide
current income free from federal income tax by investing in municipal
obligations. The Fund may invest in bonds below investment grades ("junk
bonds"). Such securities are speculative and subject to greater market
fluctuations and risk of loss of income and principal than higher rated
bonds. There is no assurance that the investment objective of the Fund
will be achieved. See "Investment Objectives and Policies".
Investment Adviser, Sub-Adviser and Distributor. Davis Selected
Advisers, L.P. (formerly, Selected/Venture Advisers, L.P.), (the "Adviser")
is the investment adviser and distributor for the Fund. Stamper Capital &
Investments, Inc. the ("Sub-Adviser") is employed by the Adviser to
provide day to day management of the Fund's portfolio. See "Adviser,
Sub-Adviser and Distributor".
Purchases, Exchanges and Redemptions. Class A shares are sold at
net asset value plus a sales charge, and are redeemed at net asset value.
Purchases of $1 million or more of Class A shares may be purchased at net
asset value. Class B shares are sold at net asset value without a
front-end sales charge but may be subject to a deferred sales charge at
the time of redemption depending on how long such shares have been
owned. Initial and subsequent minimum investments are $1,000 and $25,
respectively. Shares may be exchanged under certain circumstances at net
asset value for the same class of shares of other funds managed and
distributed by the Adviser, with a $5 service fee for each exchange
payable to the Adviser. Accounts of less than $250 due to shareholder
redemptions are redeemable by the Fund. See "Purchase of Shares,"
"Exchange of Shares" and "Redemption of Shares".
Shareholder Services. Questions regarding the Fund or your account
may be directed to Davis Selected Advisers, L.P. at 1-800-279-0279 or to
your sales representative. Written inquiries may be directed to Davis
Selected Advisers, L.P., P.O. Box 1688, Santa Fe, NM 87504-1688. During
drastic market conditions, the Adviser may experience difficulty in
accepting telephone redemptions or exchanges. If you are unable to
contact the Adviser at the above telephone number, you should call
1-505-983-4335 Monday through Friday between 8:00 a.m. and 4:00 p.m.
Mountain Time.
FINANCIAL HIGHLIGHTS
The following table provides you with information about the
financial history of the Fund's Class A and B shares. The table expresses
the information in terms of a single Class A and B shares for the
respective periods presented and is supplementary information to the
Fund's financial statements which are included in the September 30, 1994
Annual Report and March 31, 1995 Semi-Annual Report to Shareholders.
Such Annual Report and Semi-Annual Report may be obtained by writing or
calling the Fund. The Fund's financial statements and financial highlights
for the five years ended September 30, 1994, have been audited by the
Fund's independent certified public accountants, whose opinion thereon is
contained in the Annual Report.
<PAGE>
<TABLE>
<CAPTION>
Class A _________________________________________Class B_________________________________________
Four Six
Months Months
Ended Ended
March 31, March 31,
(Unaudited) (Unaudited) Year ended September 30,
_____________ __________________________________________________________________________________________
1995 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985<F1>
____ ____ ____ ____ ____ ____ ____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $8.90 $9.09 $9.65 $9.49 $9.41 $9.30 $9.58 $9.57 $9.30 $10.09 $9.73 $10.00
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Income From Investment
Operations
Net Investment
Income............. .17 .22 .44 .54 .54 .67 .59 .55 .61 .66 .89 .41
Net Gains or Losses
on Securities
(both realized and
unrealized)....... .25 .13 (.18) .29 .27 .22 (.09) .24 .51 (.59) .54 (.22)
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Total From Investment
Operations............ .42 .35 .26 .83 .81 .89 .50 .79 1.12 .07 1.43 .19
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Less Distributions
Dividends (from net
investment
income)........... (.14) (.22) (.44) (.54) (.54) (.67) (.59) (.55) (.61) (.64) (.85) (.33)
Distribution in excess
of net investment
income.............. - (.01) (.07) (.10) (.12) (.11) (.12) (.12) (.12) (.12) (.12) (.06)
Tax Return of capital
distributions..... _ (.04) (.03) (.03) (.07) _ (.07) (.11) (.08) (.07) (.04) _
Distribution from
realized gains
from investment
transactions...... - - (.28) - - - - - (.04) - (.01) -
Dividends from net
investment income-
taxable........... - - - - - - - - - (.03) (.05) (.07)
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Total Distributions.. (.14) (.27) (.82) (.67) (.73) (.78) (.78) (.78) (.85) (.86) (1.07) (.46)
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Net Asset Value,
End of Period....... $9.18 $9.17 $9.09 $9.65 $9.49 $9.41 $9.30 $9.58 $9.57 $9.30 $10.09 $9.73
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
Total Return.......... 7.34%<F2> 6.76%<F2> 2.81% 9.10% 8.89% 10.09% 5.37% 8.63% 12.54% .66% 13.83% .32%
Ratios/Supplemental Data
Net Assets, End of
Period (000
omitted).......... 46,174 137,208 188,874 164,018 124,227 91,718 80,283 71,339 58,871 51,450 27,431 5,357
Ratio of Expenses to
Average Net
Assets............ 1.36%<F2> 2.08%<F2> 2.07% 2.26% 2.41% 2.41% 2.44% 2.39% 2.46% 2.42% 1.44% 1.50%
Ratio of Net Income
to Average Net
Assets........... 5.92%<F2> 5.20%<F2> 4.59% 5.50% 5.53% 7.13% 6.08% 5.63% 6.36% 6.56% 8.04% 7.49%
Portfolio Turnover
Rate.......... 86.61%<F2> 86.61%<F2> 113.46% 107.80% 47.31% 55.07% 28.77% 22.85% 33.72% 64.39% 53.35% 76.67%
<FN>
<F1>Effective October 10, 1984 the Fund adopted its present investment
objective to provide current income free from federal income tax by
investing in municipal obligations. Prior to October 10, 1984, the Fund's
objective was to seek a high level of current taxable income by investing
in short-term money market instruments.
<F2>Annualized
</FN>
</TABLE>
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
General. The Fund's investment objective is to provide current
income free from federal income tax by investing in municipal obligations.
In seeking to achieve this investment objective, the Fund will normally
have at least 80% of its net assets invested in municipal obligations
without limitation as to quality ratings, maturity ranges or types of
issuers. The Adviser will select particular municipal obligations for the
Fund if, in its view after analysis, the increased yield offered, regardless
of published ratings, is sufficient to compensate for the level of assumed
risk. The Fund may invest up to 100% of its assets in high risk, high yield
obligations. See "High Yield, High Risk Debt Securities" and "Portfolio
Composition," below. The average maturity of the Fund's portfolio will
vary; however, it is anticipated that a significant portion of the portfolio
will be invested in long-term obligations of 20 years or more since they
generally produce higher yields than shorter-term obligations. It is also
anticipated that a substantial portion of the Fund's portfolio will be
invested in revenue bonds for private facilities, the most common of
which are industrial revenue bonds and pollution control revenue bonds.
There is no limit on the proportion of the Fund's portfolio which may be
invested in these types of bonds. A more complete description of bond
ratings is contained in the Appendix. The Fund may invest in shares of
investment companies primarily investing in short-term municipal
obligations, but will not do so if it would cause more than 10% of its total
assets to be invested in such shares. Such other investment companies
usually have their own management cost or fees and the Fund's adviser
earns its regular fee on such assets.
Municipal Obligations. Municipal obligations are bonds or notes
issued by a state or local governmental entity to obtain funds for various
public purposes or facilities such as airports, bridges, highways, housing,
hospitals, schools, streets, water and sewer systems, mass transit and
utility and power facilities. They are also used to refund outstanding
obligations or for general operating expenses. In addition, they may be
used for the construction or purchase of privately operated facilities
deemed to be of public purpose and benefit.
The two general classifications of municipal bonds are "general
obligation" bonds and "revenue" bonds. General obligation bonds are
secured by the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. They are usually paid from general
revenues of the issuing governmental entity. Revenue bonds are usually
payable only out of a specific revenue source rather than from general
revenues and ordinarily are not backed by the faith, credit or general
taxing power of the issuing governmental entity.
The Fund may invest in municipal bonds and certificates of
participation that constitute involvement in lease obligations or
installment purchase contract obligations (hereafter collectively called
"lease obligations") of municipal authorities or entities. Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for, appropriate
and make the payments due under the lease obligation. However, certain
lease obligations contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease or installment purchase
payments in future years unless money is appropriated for such purpose on
a yearly basis. Although "non-appropriation" lease obligations are secured
by the leased property, the disposition of the property in the event of
foreclosure might prove difficult. The Fund will seek to minimize these
risks by not investing more than 10% of its investment assets in lease
obligations that contain "non-appropriation" clauses.
Yields on municipal obligations are dependent on many factors,
including interest rate conditions, general conditions of the municipal
bond market, size of a particular offering, maturity of the obligation and
rating of the issue, if any. The value of outstanding obligations will vary
as a result of changing evaluations of the ability of their issuers (or other
revenue source) to meet the interest and principal payments, which can
also result in rating changes. Such values will also change in response to
changes in the interest rates payable on new issues. Should such rates
rise, the value of outstanding bonds will decline, and if such interest
rates fall, the value of outstanding bonds will rise.
Municipal obligations, like other marketable obligations, fluctuate in
price. Payments of interest and principal are dependent upon the ability
of the issuers (or other revenue source) to meet their obligations.
Payments on general obligation bonds are dependent on the tax base of the
issuing governmental entity. Payments on revenue bonds, unless
<PAGE>
guaranteed by a taxing authority, are dependent upon the revenues from a
specific project or facility or payments from a private company which
operates the facility.
The principal and interest on revenue bonds for private facilities are
typically paid out of rents or other specified payments made to the
issuing governmental entity by the company using or operating the
facilities. The most common type of these obligations are industrial
revenue bonds and pollution control revenue bonds. Industrial revenue
bonds are issued by governmental entities to provide financing aid to
communities to locate privately operated industrial plants or community
facilities such as hospitals, hotels, business or residential complexes,
convention halls or sport complexes. Pollution control revenue bonds are
issued to provide funding for air, water and solids pollution control
systems for privately operated industrial or commercial facilities.
Sometimes, the funds for payment of such obligations come solely from
revenue generated by operation of the facility. Absent a guarantee by the
issuing governmental entity, revenue bonds for private facilities do not
represent a pledge of credit, general revenues or taxing powers of the
issuing governmental entity and the private company operating the
facility is the sole source of payment of the obligation. This type of
revenue bond frequently provides a higher rate of return than other
municipal obligations but may entail greater risk than an obligation which
is guaranteed by a governmental unit with taxing power. Federal income
tax laws place substantial limitations on industrial revenue bonds, and
particularly those "specified private activity bonds" issued after August
7, 1986. See "Federal Income Taxes." However, the Fund's management
does not believe that these limitations will impair the Fund's ability to
purchase or sell bonds in accordance with the Fund's objectives and
policies.
Subject to the restrictions described below, the Fund's portfolio
may be invested in new issue bonds and in bonds whose interest payments
are from revenues of similar projects (such as utilities or hospitals) or
whose issuers share the same geographic location. As a result, the Fund's
portfolio may be more susceptible to similar economic, political or
regulatory developments than would a portfolio of bonds with a greater
variety of issuers. This may result in greater market fluctuations in the
Fund's share price. The Fund may purchase up to 50% of the outstanding
debt obligations of an issuer. Some of the securities which the Fund may
hold may not have an established market and such lack of liquidity could
cause the Fund difficulty at times in selling these securities at favorable
prices.
The market value of fixed income securities will generally be
affected by changes in the level of rates. Increases in interest rates tend
to reduce the market value of fixed income investments and declines in
interest rates tend to increase their value. Moreover, debt issues with
longer maturities, which tend to produce higher yields, are subject to
potentially greater capital appreciation or depreciation than securities
with shorter maturities. Fluctuations in the market value of the Fund's
portfolio securities subsequent to their acquisition will not affect cash
income from such securities but will be reflected in the Fund's net asset
value. In addition, the future earning power of an obligor and its ability to
service debt may affect the market price of higher yielding debt.
The average maturity and the mix of investments of the Fund will
vary as the Adviser seeks to provide a high level of income considering the
available alternatives in the market. Since interest rates vary with
changes in economic, market, political and other conditions, there can be
no assurance that historic interest rates are indicative of rates which
may prevail in the future. Since the values of securities in the Fund
fluctuate depending upon market factors, the credit of the obligor and
inversely with current interest rate levels, the net asset value of its
shares will fluctuate. Consequently, there can be no assurance that the
Fund's objectives can be achieved or that its shareholders will be
protected from the risk of loss inherent in security ownership. The
Adviser attempts to adjust investments as considered advisable in view
of prevailing or anticipated market conditions as perceived by the Adviser.
Portfolio securities may be purchased or sold in anticipation of a rise or a
decline in interest rates or a change in credit quality.
There are market and investment risks with any security and the
value of an investment in the Fund will fluctuate over time. In seeking to
achieve its investment objective, the Fund will invest in fixed income
securities based on the Adviser's analysis without relying on any
published ratings. The Fund will invest in a particular security if, in the
Adviser's view, the increased yield offered, regardless of published
ratings, is sufficient to compensate for the assumed risk. Since
investments will be based upon the Adviser's analysis rather than on the
basis of published ratings, achievement of the Fund's goals may depend
more upon the abilities of the Adviser than would otherwise be the case.
<PAGE>
Investments in lower rated or non-rated securities, while generally
providing greater income and opportunity for gain than investments in
higher rated securities, entail greater risk of loss of income and principal.
See "High Yield, High Risk Debt Securities" below for a discussion of
various risk factors related to high yield, fixed income securities.
High Yield, High Risk Debt Securities. As discussed above, the Fund
may invest low rated, in fixed-income securities offering high current
income. Such securities will ordinarily be in the lower rating categories
of recognized rating agencies, including securities rated BBB or lower by
Standard & Poor's Corporation ("S&P") or Baa or lower by Moody's Investor
Services ("Moody's") or, if unrated, deemed by the Sub-Adviser to be of an
equivalent rating. These lower-rated securities are considered
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation and generally will involve
more credit risk than securities in the higher rating categories.
Securities rated BB or lower by S&P or Ba or lower by Moody's are below
investment grade and are referred to in the financial community as "junk
bonds". A brief description of the bond ratings of these two services is
contained herein under "Portfolio Composition." A more detailed
description of rating is contained in the Appendix.
The investment philosophy of the Fund with respect to high yield,
high risk bonds is based on the premise that over the long term a
diversified portfolio of high yield fixed income securities should, even
taking into account possible losses, provide a higher net return than that
achievable on a portfolio of higher rated securities. The Fund seeks to
achieve a high yield while reducing relative risk through (a)
diversification, (b) credit analysis by the Sub-Adviser of the obligors, and
(c) monitoring and seeking to anticipate changes and trends in the
economy and financial markets that might affect the prices of portfolio
securities. Ratings assigned by credit agencies do not evaluate market
risks. The Sub-Adviser's judgment as to the "reasonableness" of the risk
involved in any particular investment will be a function of its experience
in managing fixed income investments and its evaluation of general
economic and financial conditions. This includes analysis and evaluations
of a specific guaranteeing entity's business and management, cash flow,
earnings coverage of interest and dividends, ability to operate under
adverse economic conditions, fair market value of the obligor's assets;
and of such other considerations as the Sub-Adviser may deem
appropriate. The Sub-Adviser, while seeking to maximize current yield,
will monitor current developments with respect to portfolio securities,
potential investments and broad trends in the economy. Achievement of
the Fund's investment objective will be more dependent upon the
Sub-Adviser's credit analysis than would be the case for funds
predominantly investing in higher rated bonds. In some circumstances,
defensive strategies may be implemented to preserve or enhance capital
even at the sacrifice of current yield. There is, however, no assurance
that the Fund's objectives will be achieved or that the Fund's approach to
risk management will protect the shareholders against loss.
The market values of such high yield, high risk municipal securities
tend to reflect individual developments of the guaranteeing entity
underlying the issue to a greater extent than do higher rated securities,
which react to a greater extent to fluctuations in the general level of
interest rates. Such securities also tend to be more sensitive to economic
and industry conditions than are higher rated securities. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis regarding individual lower rated bonds or the high yield market,
may depress the prices for such securities. Factors such as the
aforementioned which may adversely impact the market value of high
yield, high risk securities and could adversely impact the portfolio's net
asset value.
An economic downturn or significant increase in interest rates is
likely to have a negative affect on the high yield, high risk bond market
and consequently on the value of these bonds. In an economic downturn,
issuers may not have sufficient revenues to meet their principal and
interest payment obligations.
The risk of loss due to default is significantly greater for the
holders of high yield, high risk bonds. The costs associated with
recovering principal and interest once a security has defaulted may
impact the return to holders of the security. If the Fund experiences
unexpectedly large net redemptions, it may be forced to sell such bonds
without regard to the investment merits of such sales. This could
decrease the Fund's net assets. Since some of the Fund's expenses are
fixed, this could also reduce the Fund's rate of return. The Fund has not
experienced this problem to date.
<PAGE>
The Fund may have difficulty disposing of certain high yield, high
risk bonds because there may be a thin trading market for such bonds.
Because not all dealers maintain markets in all high yield, high risk bonds,
the Fund anticipates that such bonds could be sold only to a limited
number of dealers or institutional investors. The lack of a liquid
secondary market may have an adverse impact on market price and the
Fund's ability to dispose of particular issues and may also make it more
difficult for the Fund to obtain accurate market quotations or valuations
for purposes of valuing the Fund's assets. The Fund has a policy of
utilizing a professional pricing service which has experience in pricing
such securities which are difficult to price so as to obtain prices
reflecting the market as accurately as possible. To the extent that the
Fund purchases illiquid or restricted bonds, it may incur special
securities registration responsibilities, liabilities and costs, and
liquidity and valuation difficulties relating to such bonds.
Bonds may be subject to redemption or call provisions. If an issuer
exercises these provisions when investment rates are declining, the Fund
would be likely to replace the bond with a lower yielding bond, resulting
in a decreased return. Zero coupon and pay-in-kind bonds involve special
considerations. The market prices of these securities are generally more
volatile than the market prices of securities that pay interest
periodically and are likely to respond to changes in interest rates to a
greater degree than do securities paying interest currently that have
similar maturities and credit quality. There is the additional risk in that,
unlike bonds which pay interest in cash throughout the period to maturity,
the Fund will realize no cash until the cash payment date unless a portion
of such securities are sold. If the issuer defaults, the Fund may obtain no
return at all on its investment. Zero coupon bonds generate interest
income before receipt of actual cash payments. In order to distribute such
income, the Fund may have to sell portfolio securities under
disadvantageous circumstances.
Portfolio Composition. The table below reflects the Fund's portfolio
composition by quality rating for the year ended September 30, 1994,
calculated on the basis of the average weighted ratings of all bonds held
during the year. The table reflects the percentage of total assets
represented by fixed income securities rated by Moody's or S&P, by
unrated fixed income securities and by other assets. The percentages
shown reflect the higher of the Moody's or S&P rating. Other assets may
include money market instruments, repurchase agreements, equity
securities, net payables and receivables and cash. The allocations in the
table are not necessarily representative of the composition of the Fund's
portfolio at other times. Portfolio quality ratings will change over time.
<TABLE>
Composition of the Fund's Portfolio by Quality Rating as a Percentage of
Total Assets at September 30, 1994
<CAPTION>
Fund's Assessment of General Definition
Moody's/S&P Rating Category Percentage Non-rated Securities of Bond Quality
___________________________ __________ ____________________ __________________
<S> <C> <C> <C>
Aaa/AAA........................ 15.84% .31% Highest quality
Aa/AA.......................... 10.86% .15% High quality
A/A............................ 19.10% 1.84% Upper medium grade
Baa/BBB........................ 12.55% 7.29% Medium grade
Ba/BB.......................... 5.35% 15.99% Some speculative elements
B/B............................ 1.10% 3.31% Speculative
Caa/CCC........................ 0% .22% More speculative
Ca, C/CC, C, D................. 0% 0% Very speculative, may be in
default
Not Rated...................... 29.11% 0% Not rated by Moody's or S&P
Short-term Investments......... 6.09% 0%
______ ______
100.00% 29.11%
</TABLE>
The description of each bond quality category set forth in the table
above is intended to be a general guide and not a definitive statement as
to how Moody's and S&P define such rating category. A more complete
description of the rating categories is set forth in the Appendix. The
ratings of Moody's and S&P represent their opinions as to the quality of
the securities that they undertake to rate. It should be emphasized,
however, that ratings are relative and subjective and are not absolute
standards of quality. There is no assurance that a rating assigned
initially will not change. The Fund may retain a security whose rating has
changed or has become unrated.
<PAGE>
Restricted and Illiquid Securities. The Fund may invest in restricted
securities, i.e., securities which, if sold, would cause the Fund to be
deemed an "underwriter" under the Securities Act of 1933 (the "1933
Act") or which are subject to contractual restrictions on resale. The Fund
will not purchase or hold illiquid securities (which may include restricted
securities) if more than 15% of the Fund's net assets would then be
illiquid. If at any time more than 15% of the Fund's net assets are illiquid,
sales may be made as soon as practicable to reduce the percentage of
illiquid assets to 15% or less.
The restricted securities which the Fund may purchase include
securities which have not been registered under the 1933 Act but are
eligible for purchase and sale pursuant to Rule 144A. This Rule permits
certain qualified institutional buyers, such as the Fund, to trade in
privately placed securities even though such securities are not registered
under the 1933 Act. The Adviser, under criteria established by the Fund's
Board of Directors, will consider whether securities purchased under Rule
144A are illiquid and thus subject to the Fund's policy that it will not
make an investment causing more than 15% of its net assets to be
invested in illiquid securities. In making this determination, the Adviser
will consider the frequency of trades and quotes, the number of dealers
and potential purchasers, dealer undertakings to make a market, and the
nature of the security and the market place trades (for example, the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer). The liquidity of Rule 144A securities will also be
monitored by the Adviser and, if as a result of changed conditions, it is
determined that a Rule 144A security is no longer liquid, the Fund's
holding of illiquid securities will be reviewed to determine what, if any,
action is required in light of the policy limiting investments in such
securities. Investing in Rule 144A securities could have the effect of
increasing the amount of investments in illiquid securities if qualified
institutional buyers are unwilling to purchase such securities.
Portfolio Transactions. The Adviser is responsible for the
placement of portfolio transactions, subject to the supervision of the
Board of Directors. The Fund may trade to some degree in securities for
the short-term and may sell securities to buy others with greater income
or profit potential or when it has realized a profit and the proceeds can be
more advantageously utilized. The Fund may also sell a security when the
Adviser believes such security will no longer continue to provide a
relatively high current yield or involves undue risk, or when the Adviser
deems it advisable to take a more defensive position or return to a more
aggressive stance. Because of the Fund's policies, the Fund's portfolio
turnover rate will vary. A higher portfolio turnover rate could require the
payment of larger amounts in brokerage commissions. However, it is
anticipated that most securities transactions will be principal
transactions, predominantly with market makers and sometimes with
issuers, in which case no brokerage commissions are incurred. Research
services and placement of orders by securities firms for shares of the
Fund may be taken into account as a factor in placing portfolio
transactions. The Fund's portfolio turnover rate is set forth in "Financial
Highlights".
"When Issued" Securities. Municipal obligations may at times be
purchased or sold on a delayed delivery basis or on a when-issued basis.
These transactions arise when securities are purchased or sold by the
Fund with payment and delivery taking place in the future. No payment is
made until delivery is made which may be up to 60 days after purchase. If
delivery of the obligation does not take place, no purchase will result and
the transaction will be terminated. Such transactions are considered to
involve more risk than immediate cash transactions. As a matter of
non-fundamental policy, any investment on a when issued or delay delivery
basis will not be made if such investment would cause more than 5% of
the value of the Fund's total assets to be invested in this type of
investment.
Borrowing. The Fund will not borrow money except from banks for
temporary or emergency purposes (to facilitate orderly redemption of its
shares while avoiding untimely disposition of portfolio holdings). The
Fund may not (i) borrow money in excess of 10% of the value of their total
assets (excluding the amount borrowed), at the time of the borrowing or
(ii) mortgage, pledge or hypothecate any assets except to secure
permitted borrowings and then only in an amount not in excess of 15% of
the value of the total assets (excluding the amount borrowed) at the time
of such borrowings.
Fundamental and Non-Fundamental Policies. The investment
restrictions which are described in the Statement of Additional
Information as fundamental and the Fund's investment objective can not be
changed without
<PAGE>
shareholder approval. These fundamental restrictions
include restrictions that the Fund will not make an investment that would
cause 25% or more of the value of its total assets to be invested (i) in
obligations of issuers in the same state, or (ii) in revenue bond issues
where the payments are dependent upon revenues from the same type of
activity other than pollution control revenue bonds. They also include a
restriction that the Fund, except for temporary defensive purposes, will
not make an investment in other than municipal obligations if it would
cause more than 20% of the value of the Fund's total assets to be invested
in securities other than municipal obligations. The restriction on
investments in shares of other investment companies are fundamental.
All other policies are non-fundamental and may be changed without
shareholder approval. Percentage restrictions apply as of the time an
investment without regard to later increases or decreases in the value of
portfolio securities or total assets, except restrictions with respect to
investments and illiquid securities.
ADVISER, SUB-ADVISER AND DISTRIBUTOR
Subject to the direction and supervision of the Fund's Board of
Directors, the Fund's assets are managed by Davis Selected Advisers, L.P.,
124 East Marcy Street, Santa Fe, New Mexico 87501. Venture Advisers,
Inc. (the "General Partner") is the Adviser's sole general partner. Shelby
M.C. Davis is the Chief Executive Officer and controlling shareholder of
the General Partner. The Adviser manages the business operation of the
Davis Tax-Free High Income Fund, Inc.. The Adviser also acts as investment
adviser and distributor for Davis High Income Fund, Inc. (formerly, Venture
Income (+) Plus, Inc.), Davis New York Venture Fund, Inc. (formerly, New
York Venture Fund, Inc.), Davis Series, Inc. (formerly, Retirement Planning
Funds of America, Inc.) Davis International Series, Inc. (formerly, Venture
Series, Inc.), (collectively with the Fund, the "Davis Funds"), Selected
American Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust.
The Fund pays the Adviser a fee at the annual rate of 0.75% on the
first $250 million of average net assets, 0.65% on the next $250 million
of average net assets and 0.55% on average net assets over $500 million.
This fee is higher than that of most municipal bond funds. The Fund also
reimburses the Adviser for its costs of providing certain accounting and
financial reporting, shareholder services and compliance with state
securities laws.
Portfolio Management. Stamper Capital & Investments, Inc. (the
"Sub-Adviser"), is the sub-adviser for the Davis Tax-Free High Income
Fund, Inc.. The Sub-Adviser manages the day to day investment operations
for Davis Tax-Free High Income Fund, Inc.. The Fund pays no fees directly
to the Sub-Adviser. The Sub-Adviser will receive from the Adviser a fee
equal to 30% of the fees received by the Adviser from the Fund. The
Adviser is paid a fee at the annual rate of 0.75% based on average daily
net assets of the first $250 million, 0.65% of the next $250 million and
0.55% of net assets over $500 million. All the fees paid to Stamper
Capital will be paid by the Adviser and not the Fund. The Sub-Adviser also
provides investment advisory services to employee benefit plans,
institutions, trust and individuals. The Sub-Adviser's offices are located
at _________________. B. Clark Stamper is the controlling shareholder
of the Sub-Adviser.
B. Clark Stamper has been the primary portfolio manager of the Fund
since June, 1990. He was a Senior Vice President of the Adviser's General
Partner and a Vice President of all of the Davis Funds. He has been the
portfolio manager of Davis High Income Fund, Inc. (a high-yield corporate
bond fund) since June, 1990. He was the primary portfolio manager of the
Davis Government Bond Fund (formerly, Bond Fund) of Davis Series, Inc. (a
U.S. Government Securities fund) from June, 1990 until April 30, 1995. He
was the primary portfolio manager of Selected Capital Preservation
Trust's U.S. Government Income Fund from May 1, 1993 until April 30,
1995. From July, 1989, through June, 1990, Mr. Stamper was a senior
credit analyst at National Securities and Research Corporation, and served
as a portfolio manager for an institutional high yield bond fund managed
by an affiliate. Prior thereto he was an officer and credit manager of Dial
Capital Management, which managed high yield funds for institutions.
Davis Selected Advisers, L.P., in its capacity as distributor, is
reimbursed by the Fund for some of its distribution expenses through
Distribution Plans which have been adopted with respect to each class of
shares and approved by the Fund's Board of Directors and the shareholders
of each class in accordance with Rule 12b-1 under the Investment
Company Act of 1940. See "Distribution Plans" below for more detail.
<PAGE>
DISTRIBUTION PLANS
The Fund bears some of the costs of selling its shares under
Distribution Plans adopted with respect to its Class A and Class B shares
pursuant to Rule 12b-1 under the Investment Company Act of 1940. This
Rule 12b-1 regulates the manner in which a mutual fund may assume costs
of distributing and promoting the sale of its shares.
Payments under the Class A Distribution Plan are limited to an
annual rate of 0.25% of the average daily net asset value of the Class A
shares. Such payments are made to reimburse the Adviser for the fees it
pays to its salespersons and other firms for selling Fund shares, servicing
shareholders and maintaining shareholder accounts. Normally, such fees
are at the annual rate of 0.25% of the average net asset value of the
accounts serviced and maintained on the books of the Fund. Payments
under the Class A Distribution Plan may also be used to reimburse the
Adviser for other distribution costs (excluding overhead) not covered in
any year by any portion of the sales charges the Adviser retains. See
"Purchase of Shares."
Payments under the Class B Distribution Plan are limited to an
annual rate of 1% of the average daily net asset value of the Class B
shares. In accordance with current applicable rules, such payments are
also limited to 6.25% of gross sales of Class B shares plus interest at 1%
over the prime rate on any unpaid amounts. Up to 0.75% of the average
daily net assets is used to pay the Adviser a 4% commission on new sales
of Class B shares. Most or all of such commissions are reallowed to
salespersons and to firms responsible for such sales. No commissions are
paid by the Fund with respect to sales by the Adviser to officers,
directors and full-time employees of the Fund, the Adviser or the
Adviser's General Partner. Up to 0.25% of average net assets is used to
reimburse the Adviser for the payment of service and maintenance fees to
its salespersons and other firms for shareholder servicing and
maintenance of shareholder accounts.
If, due to the foregoing payment limitations, the Fund is unable to
pay the Adviser the 4% commission on new sales of Class B shares, the
Adviser intends, but is not obligated, to accept new orders for shares and
pay commissions in excess of the payments it receives from the Fund. The
Adviser intends to seek full payment from the Fund of any excess amounts
with interest at 1% over the prime rate at such future date when and to
the extent such payments on new sales would not be in excess of the
limitations. The Fund is not obligated to make such payments; the amount
(if any), timing and condition of any such payments are solely within the
discretion of the directors of the Fund who are not interested persons of
the Adviser or the Fund and have no direct or indirect financial interest in
the Class B Distribution Plan (the "Independent Directors"). If the Class B
Distribution Plan is terminated, the Adviser will ask the Independent
Directors to take whatever action they deem appropriate with regard to
the payment of any excess amounts. As of March 31, 1995, the Adviser
paid $3,204,092 in commissions with respect to the sale of Fund shares for
which the Adviser had not yet received reimbursement.
In addition, the Plans provide that the Adviser, in its sole
discretion, may utilize its own resources for distributing and promoting
sales of Fund shares, including any profits from its advisory fees.
Each of the Distribution Plans may be terminated at any time by vote
of the Independent Directors or by vote of a majority of the outstanding
voting shares of the respective class. Payments pursuant to a
Distribution Plan are included in the operating expenses of the class.
As described above, dealers or others may receive different levels
of compensation depending on which class of shares they sell. The
Adviser may make expense reimbursements for special training of a
dealer's registered representatives, advertising or equipment, or to defray
the expenses of dealer meetings. Any such amounts may be paid by the
Adviser from the fees it receives under the Class A and Class B
Distribution Plans.
Shares of the Fund may also be sold through banks or bank-affiliated
dealers. Any determination that such banks or bank-affiliated dealers are
prohibited from selling shares of the Fund under the Glass-Steagall Act
would have
<PAGE>
no material adverse effects on the Fund. State securities laws
may require such firms to be licensed as securities dealers in order to
sell shares of the Fund.
PURCHASE OF SHARES
General. You can purchase Class A or Class B shares of the Fund
from any dealer or other person having a sales agreement with the
Adviser.
There are three ways to make an initial investment in the Fund. One
way is to fill out the Application Form included in this Prospectus and
mail it to State Street Bank and Trust Company ("State Street") at the
address on the Form. The dealer must also sign the Form. Your dealer or
sales representative will help you fill out the Form. You should enclose a
check (minimum $1,000) payable as indicated on the Form.
Another way to make an initial investment is to have your dealer
order and pay for the shares. In this case, you must pay your dealer. The
dealer can order the shares from the Adviser by telephone or wire. You
can also use this method for additional investments of at least $1,000.
The third way to purchase shares is by wire. Shares may be
purchased at any time by wiring federal funds directly to State Street.
Prior to an initial investment by wire, the shareholder should telephone
Davis Selected Advisers, L.P. at 1-800-279-0279 to advise them of the
investment and class of shares and to obtain an account number and
instructions. A completed Plan Adoption Agreement or Application Form
should be mailed to State Street after the initial wire purchase. To
assure proper credit, the wire instructions should be made as follows:
State Street Bank and Trust Company,
Boston, MA 02210
Attn.: Mutual Fund Services
DAVIS TAX-FREE HIGH INCOME FUND, INC.
Shareholder Name,
Shareholder Account Number,
Federal Routing Number 011000028,
DDA Number 9904-947-0
After your initial investment, you can make additional investments
of at least $25. Simply mail a check payable to "State Street Bank and
Trust Company," c/o The Davis Funds, P.O. Box 8406, Boston, MA
02266-8406. The check should be accompanied by a form which State
Street will provide after each purchase. If you do not have a form, you
should tell State Street that you want to invest the check in shares of the
Fund. If you know your account number, you should also give it to State
Street.
The Fund does not issue certificates for Class A shares unless you
request a certificate each time you make a purchase. After December 1,
1994, certificates will not be issued for Class B shares. Instead, shares
purchased are automatically credited to an account maintained for you on
the books of the Fund by State Street. You receive a statement showing the
details of the transaction and any other transactions you had during the
current year each time you add to or withdraw from your account.
Alternative Purchase Arrangements. The Fund offers two classes of
shares. With certain exceptions described below, Class A shares are sold
with a front-end sales charge at the time of purchase and are not subject
to a sales charge when they are redeemed. Class B shares are sold
without a sales charge at the time of purchase, but are subject to a
deferred sales charge if they are redeemed within six years after
purchase. Class B shares will automatically convert to Class A shares at
the end of eight years after purchase.
<PAGE>
Depending on the amount of the purchase and the anticipated length
of time of investment, investors may choose to purchase one class of
shares rather than the other. Investors who would rather pay the entire
cost of distribution at the time of investment, rather than spreading such
cost over time, might consider Class A shares. Other investors might
consider Class B shares, in which case 100% of the purchase price is
invested immediately. The Fund will not accept any purchase of Class B
shares in the amount of $250,000 or more per investor. Such purchase
must be made in Class A shares.
Class A Shares. Class A shares are sold at their net asset value plus
a sales charge. The amounts of the sales charges are shown in the
following table.
<TABLE>
<CAPTION>
Customary
Sales Charge Charge as Concession to
as Approximate Your Dealer as
Percentage Percentage Percentage
of Offering of Amount of Offering
Amount of Purchase Price Invested Price
__________________ ___________ ___________ ______________
<S> <C> <C> <C>
$ 99,999 or less........................... 4-3/4% 5.0% 4%
$ 100,000 to $249,999........................... 3-1/2% 3.6% 3%
$ 250,000 to $499,999........................... 2-1/2% 2.6% 2%
$ 500,000 to $749,999........................... 2% 2.0% 1-3/4%
$ 750,000 to $999,999........................... 1% 1.0% 3/4 of 1%
$ 1,000,000 or more 0% 0.0% 0%<F1>
<FN>
<F1> On purchases of $1 million or more, the investor pays no initial or
contingent deferred sales charge. However, the Adviser may pay the
financial service firm a commission during the first year after purchase
at an annual rate as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Purchase Amount Commission
_______________ __________
<S> <C> <C>
First $3,000,000................................... .75%
Next $2,000,000................................... .50%
Over $5,000,000................................... .25%
</TABLE>
Such commission will be paid quarterly at the end of each fiscal quarter
for the first year after purchase. Where a commission is paid because of
purchases of $1 million or more, such payment will be made from 12b-1
distribution fees received from the Fund and, in cases where the limits of
the distribution plan in any year have been reached, from the distributor's
own resources.
There are a number of ways to reduce the sales charge on the
purchase of Class A shares, as set forth below.
(i) Family Purchases: Purchases made by an individual, such
individual's spouse and children under 21 are combined and treated as a
purchase of a single person.
(ii) Group Purchases: The purchases of an organized group, whether
or not incorporated, are combined and treated as the purchase of a single
person. The organization must have been organized for a purpose other
than to purchase shares of mutual funds.
(iii) Purchases under a Statement of Intention: By executing the
"Statement of Intention" included in the Application Form at the back of
the Prospectus, purchases of Class A shares of $100,000 or more made
over a 13-month period may be made at the applicable price for the
aggregate shares actually purchased during the period. Please see "Terms
and Conditions" at back of this prospectus.
(iv) Rights of Accumulation: If you notify your dealer or the
Adviser, you may include the Class A shares you already own (valued at
maximum offering price) in calculating the price applicable to your
current purchase.
<PAGE>
(v) Combined Purchases with other Davis Funds: Purchases of Class
A shares of the Fund may be combined with your purchases of Class A
shares of other Davis Funds, including Davis New York Fund, Davis High
Income Fund and all funds offered by Davis Series, Inc. (other than Davis
Government Money Market Fund), separately or under combined Statements
of Intention or rights of accumulation to determine the price applicable to
your purchases of Class A shares of the Fund.
(vi) Sales at Net Asset Value: The sales charge will not apply to:
(1) Class A shares purchased through the automatic reinvestment of
dividends and distributions (see "Dividends and Distributions"); (2) Class A
shares purchased by directors, officers and employees of any Fund
supervised and distributed by the Adviser or the Adviser's General
Partner, including former directors and officers and any spouse, child,
parent, grandparent, brother or sister of all of the foregoing, and any
employee benefit or payroll deduction plan established by or for such
persons; (3) Class A shares purchased by any registered representatives,
principals and employees (and any spouse, child, parent, grandparent,
brother or sister) of securities dealers having a sales agreement with the
Adviser; (4) initial purchases of Class A shares totaling $250,000 or
more, made at any one time by banks, trust companies and other financial
institutions (collectively "Institutions") on behalf of one or more clients
for which such Institution acts in a fiduciary capacity; (5) initial
purchases of Class A shares totaling $250,000 or more by a registered
investment adviser on behalf of a client for which the adviser is
authorized to make investment decisions or otherwise acts in a fiduciary
capacity; (6) Class A shares purchased by persons participating in a "wrap
account" or similar fee-based program sponsored and maintained by a
registered broker-dealer approved by the Fund's Adviser; and (7) Class A
shares purchased by any state, county, city, department, authority or
similar agency prohibited by law from paying a sales charge. The Fund
may also issue Class A shares at net asset value incident to a merger with
or acquisition of assets of an investment company.
Class B Shares. Class B shares are offered at net asset value,
without a front-end sales charge. With certain exceptions described
below, the Fund imposes a deferred sales charge of 4% on shares redeemed
during the first year after purchase, 3% on shares redeemed during the
second or third year after purchase, 2% on shares redeemed during the
fourth or fifth year after purchase and 1% on shares redeemed during the
sixth year after purchase. However, on Class B shares of the Fund which
were (i) purchased prior to December 1, 1994 or (ii) acquired in exchange
from Class B shares of other Davis Funds which were purchased prior to
December 1, 1994, the Fund will impose a deferred sales charge of 4% on
shares redeemed during the first calendar year after purchase; 3% on
shares redeemed during the second calendar year after purchase; 2% on
shares redeemed during the third calendar year after purchase; and 1% on
shares redeemed during the fourth calendar year after purchase, and no
deferred sales charge is imposed on amounts redeemed after four calendar
years from purchase. Class B shares will be subject to a maximum Rule
12b-1 fee at the annual rate of 1% of the class's average daily net asset
value.
Class B shares that have been outstanding for eight years will
automatically convert to Class A shares without imposition of a front-end
sales charge or exchange fee. (Conversion of pre December 1, 1994 Class
B shares represented by stock certificates will require the return of the
stock certificates to the Fund's transfer agent). The Class B shares so
converted will no longer be subject to the higher expenses borne by Class
B shares. Because the net asset value per share of the Class A shares may
be higher or lower than that of the Class B shares at the time of
conversion, although the dollar value will be the same, a shareholder may
receive more or less Class A shares than the number of Class B shares
converted. Under a private Internal Revenue Service Ruling such a
conversion will not constitute a taxable event under the federal income
tax law. In the event that this ceases to be the case, the Board of
Directors will consider what action, if any, is appropriate and in the best
interests of the Class B shareholders.
Any contingent deferred sales charge imposed upon the redemption
of Class B shares is a percentage of the lesser of (i) the net asset value of
the shares redeemed or (ii) the net cost of such shares. No contingent
deferred sales charge is imposed when you redeem amounts derived from
(a) increases in the value of shares above the net cost of such shares or
(b) certain shares with respect to which the Fund did not pay a
commission on issuance, including shares acquired through reinvestment
of dividend income and capital gains distributions. Upon request for
redemption, shares
<PAGE>
not subject to the contingent deferred sales charge
will be redeemed first. Thereafter, shares held the longest will be the
first to be redeemed.
The contingent deferred sales charge will be waived as follows: (1)
on redemptions following a shareholder's death or disability, as defined in
Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"); (2) on taxable periodic distributions from a qualified retirement
plan or IRA upon retirement or attainment of age 59-1/2 (e.g. the
applicable contingent deferred sales charge, if any, is imposed upon a
lump sum redemption at any age whether or not it is taxable) or
distribution necessary to make a tax-free return of contributions to avoid
tax penalty; (3) on redemptions made as tax-free returns of contributions
to avoid tax penalty; and (4) on redemptions pursuant to the right of the
Fund to liquidate a shareholder's account if the aggregate net asset value
of the shares held in such account falls below an established minimum
amount.
Automatic Investment Plan. Shareholders may arrange for automatic
monthly investing whereby State Street will be authorized to initiate a
debit to the shareholder's bank account of a specific amount (minimum
$25) each month which will be used to purchase Fund shares. For
institutions that are members of the Automated Clearing House system
(ACH), such purchases can be processed electronically on any day of the
month between the 3rd and 28th day of each month. After each automatic
investment, the shareholder will receive a transaction confirmation and
the debit should be reflected on the shareholder's next bank statement.
The plan may be terminated at any time by the shareholder. If you desire
to utilize this plan, you may use the appropriate designation on the
Application Form.
Dividend Diversification Program. You may also establish a dividend
diversification program which allows you to have all dividends and any
other distributions automatically invested in shares of one or more of the
Davis Funds subject to state securities law requirements and the
minimum investment requirements set forth below. You must receive a
current prospectus for a fund prior to investment. Shares will be
purchased at the chosen fund's net asset value on the dividend payment
date. A dividend diversification account must be in the same registration
as the distributing fund account and must be of the same class of shares.
All accounts established or utilized under this program must have a
minimum initial value of at least $250 and all subsequent investments
must be at least $25. This program can be amended or terminated at any
time, upon at least 60 days' notice. If you would like to participate in this
program, you may use the appropriate designation on the Application Form.
TELEPHONE PRIVILEGE
Unless you have provided in your application that the telephone
privilege is not to be available, the telephone privilege is automatically
available under certain circumstances for exchanging shares and for
redeeming shares. By exercising the telephone privilege to sell or
exchange shares, you agree that the Fund shall not be liable for following
telephone instructions reasonably believed to be genuine. Reasonable
procedures will be employed to confirm that such instructions are genuine
and if not employed, the Fund may be liable for unauthorized instructions.
Such procedures will include a request for personal identification
(account or social security number) and tape recording of the instructions.
You should be aware that during unusual market conditions we may have
difficulty in accepting telephone requests in which case you should
contact us by mail. See "Exchange of Shares - By Telephone", "Redemption
of Shares - By Telephone" and "Redemption of Shares - Expedited
Redemption Privilege".
EXCHANGE OF SHARES
General. You may exchange shares of the Fund for shares of the same
class of the other Davis Funds. This exchange privilege is a convenient
way to buy shares in other Davis Funds in order to respond to changes in
your goals or in market conditions. If such goals or market conditions
change, the Davis Funds offer a variety of investment objectives that
includes common stock funds, tax-exempt and corporate bond funds, and
money market funds. However, the Fund is intended as a long-term
investment and is not intended for short-term trades. Shares of a
particular class of the Fund may be exchanged only for shares of the same
class of another Davis Fund. All of the Davis Funds offer Class A and
Class B shares. The shares to be received upon exchange must be legally
available for sale in your state. The net asset value of the initial shares
being acquired must be at least $1,000 unless such exchange is under the
Automatic
<PAGE>
Exchange Program described below. There is a $5 service
charge payable to the Distributor for each exchange other than an exchange
under the Automatic Exchange Program.
Class A shares on which you have already paid a sales charge and
shares acquired by reinvestment of dividends or distributions on such
shares may be exchanged into another Davis Fund at relative net asset
value without any additional charge. If any Davis Fund shares being
exchanged are subject to an escrow or segregated account pursuant to the
terms of a Statement of Intention or a CDSC, such shares will be
exchanged at relative net asset value, but the escrow or segregated
account will continue with respect to the Davis Fund shares acquired in
the exchange. The terms of any CDSC to which any Class B shares are
subject at the time of exchange will continue to apply to any Class B
shares acquired upon exchange.
Before you decide to make an exchange, you must obtain the current
prospectus of the desired fund. Call your broker or the Adviser for
information and a prospectus for any of the other Davis Funds registered
in your state. Read the prospectus carefully. If you decide to exchange
your shares, send State Street a written unconditional request for the
exchange and follow the instructions regarding delivery of share
certificates contained in the section on "Redemption of Shares". A
signature guarantee is not required for such an exchange. However, if
shares are also redeemed for cash in connection with the exchange
transaction, a signature guarantee may be required. See "Redemption of
Shares". Your dealer may charge an additional fee for handling an exercise
of the exchange privilege.
An exchange involves both a redemption and a purchase, and normally
both are done on the same day. However, in certain instances such as
where a large redemption is involved, the investment of redemption
proceeds into shares of other Davis Funds may take up to seven days. For
federal income tax purposes, exchanges are treated as a sale and purchase.
Therefore, there will usually be a recognizable capital gain or loss due to
an exchange.
The number of times a shareholder may exchange shares among the
Davis Funds within a specified period of time may be limited at the
discretion of the Adviser. Currently, more than three exchanges out of a
fund during a twelve month period are not permitted without the prior
written approval of the Adviser. The Fund reserves the right to terminate
or amend the exchange privilege at any time upon such notice as is
required by applicable regulatory authorities (currently 60 days).
By Telephone. You may exchange shares by telephone into accounts
with identical registrations. Please see the discussion of procedures in
respect to telephone instructions in the note under "Telephone Privilege"
which is also applicable to exchanges.
Automatic Exchange Program. The Fund also offers an automatic
monthly exchange program. All accounts established or utilized under this
program must have the same registration and a minimum initial value of
at least $250 and all subsequent investments must be at least $25. Each
month shares will be simultaneously redeemed and purchased at the
chosen fund's applicable offering price. If you would like to participate in
this program, you may use the appropriate designation on the Application
Form.
REDEMPTION OF SHARES
General. You can redeem, or sell back to the Fund, all or part of your
shares at any time. You can do this by sending a written request to State
Street Bank and Trust Company, c/o The Davis Funds, P.O. Box 8406,
Boston, MA 02266-8406, indicating how many of your shares or what
dollar amount you want to redeem. If more than one person owns the
shares to be redeemed, all of them must sign the request. The signatures
on the request must be the same as the way in which the shares are
registered.
Sometimes State Street needs more documents to verify authority
to make a redemption. This usually happens when the owner is a
corporation, partnership or fiduciary (such as a trustee or the executor of
an estate) or if the person making the request is not the registered owner
of the shares.
<PAGE>
If shares to be redeemed are represented by a certificate, the
certificate, signed by the owner or owners, must be sent to State Street
with the request.
For the protection of all shareholders, the Fund also requires that
signatures appearing on a share certificate, stock power or redemption
request where the proceeds would be more than $25,000 must be
guaranteed by a bank, credit union, savings association, securities
exchange, broker, dealer or other guarantor institution. The transfer agent
may reject a request from any of the foregoing eligible guarantors, if such
guarantor does not satisfy the transfer agent's written standards or
procedures or if such guarantor is not a member or participant of a
signature guarantee program. This provision also applies to exchanges
when there is also a redemption for cash. A signature guarantee on
redemption requests where the proceeds would be $25,000 or less is not
required, provided that such proceeds are being sent to the address of
record and, in order to ensure authenticity of an address change, such
address of record has not been changed within the last 30 days.
Redemption proceeds are normally paid to you within seven days
after State Street receives your proper redemption request. Payment for
redemptions can be suspended under certain emergency conditions
determined by the Securities and Exchange Commission or if the New York
Stock Exchange is closed for other than customary or holiday closings. If
any of the shares redeemed were just bought by you, payment to you may
be delayed until your purchase check has cleared (which usually takes up
to 15 days from the purchase date). You can avoid any such redemption
delay by paying for your shares with a certified or cashier's check or by
bank wire or federal funds.
Redemptions are ordinarily paid to you in cash. However, the Fund's
Board of Directors is authorized to decide that conditions exist making
cash payments undesirable, although the Board has never reached such a
decision. If the Board should decide to make payment in other than cash,
redemptions could be paid in securities, valued at the value used in
computing our net asset value. There would be brokerage costs incurred
by the shareholder in selling such redemption proceeds. We must,
however, redeem shares solely in cash up to the lesser of $250,000 or 1%
of the Fund's net asset value, whichever is smaller, during any 90-day
period for any one shareholder.
Expedited Redemption Privilege. Investors may designate on the
Expedited Redemption Privilege Form an account with any commercial
bank and have the cash proceeds from the redemption sent to a
pre-designated bank account. State Street will accept instructions to
redeem shares and make payment to a pre-designated commercial bank
account by (a) written request signed by the registered shareholder, (b)
telephone request by any Qualified Dealer to Davis Selected Advisers, L.P.
(1-800-279-0279), (c) by telegraphic request by the shareholder to State
Street. At the time of redemption, the shareholder must request that
federal funds be wired to the bank account designated on the application.
Normally, requests received before 3:00 p.m. are wired on the next
business day and requests received thereafter are paid on the second
succeeding business day, but in no event later than seven days following
the redemption request. The redemption proceeds under this procedure
may not be directed to a savings bank, savings and loan or credit union
account except by arrangement with its correspondent bank or unless such
institution is a member of the Federal Reserve System. The Adviser, in its
discretion, may limit the amount that may be redeemed by a shareholder in
any day under the Expedited Redemption Privilege to $25,000. There is a
$5 charge by State Street for this service, and receiving banks may also
charge for this service. The Expedited Redemption Privilege may be
terminated, modified or suspended by the Company at any time. See
"Telephone Privilege".
The name of the registered shareholder and corresponding Fund
account number must be supplied. The Expedited Redemption Privilege
Form provides for the appropriate information concerning the commercial
bank and account number. Changes in ownership, account number
(including the identity of your bank) or authorized signatories of the
pre-designated account may be made by written notice to State Street
with your signature and those of new owners or signers on the account
guaranteed by a commercial bank or trust company. Additional
documentation may be required to change the designated account where
shares are held by a corporation, partnership, executor, administrator,
trustee or guardian.
<PAGE>
By Telephone. You can redeem shares by telephone and receive a
check by mail, but please keep in mind:
The check can only be issued for up to $25,000;
The check can only be issued to the registered owner (who must be an
individual);
The check can only be sent to the address of record; and
Your current address of record must have been on file for 30 days.
Automatic Withdrawals Plan. Under the Automatic Withdrawals
Plan, you can indicate to State Street how many dollars you would like to
receive each month or each quarter. Your account must have a value of at
least $10,000 to start a plan. Shares are redeemed so that you will
receive the payment you have requested approximately in the middle of the
month. Withdrawals involve redemption of shares and may produce gain or
loss for income tax purposes. Shares of the Fund initially acquired by
exchange from any of the other Davis Fund shares will remain subject to
an escrow or segregated account to which any of the exchanged shares
were subject. If you utilize this program using Class B shares, any
applicable contingent deferred sales charges will be imposed on such B
shares redeemed. Purchase of additional shares concurrent with
withdrawals may be disadvantageous to you owing to tax consequences. If
the amount you withdraw exceeds the dividends on your shares, your
account will suffer depletion. Your Automatic Withdrawals Plan may be
terminated by you at any time without charge or penalty. The Fund
reserves the right to terminate or modify the Automatic Withdrawals Plan
at any time. Call or write the Fund if you want further information on the
Automatic Withdrawals Plan.
Involuntary Redemptions. To relieve the Fund of the cost of
maintaining uneconomical accounts, the Fund may effect the redemption of
shares at net asset value in any account if the account, due to shareholder
redemptions, has a value of less than $250. At least 60 days prior to such
involuntary redemption, the Fund will mail a notice to the shareholder so
that an additional purchase may be effected to avoid such redemption.
Subsequent Repurchases. After some of or all your Class A or Class
B shares are redeemed or repurchased, you may decide to put back all or
part of your proceeds into the same Class of the Fund's shares. Any such
shares will be issued without sales charge at the net asset value next
determined after you have returned the amount of your proceeds. In
addition, any CDSC assessed on Class B shares will be returned to the
account. Class B shares will be deemed to have been purchased on the
original purchase date for purposes of calculating the CDSC and conversion
period. This can be done by sending the Fund or the Adviser a letter,
together with a check for the reinstatement amount. The letter must be
received, together with the payment, within 30 days after the redemption
or repurchase. You can only use this privilege once. See "Federal Income
Taxes".
Tax Implications. Redemption of shares may result in a gain or loss
for tax purposes. If a loss is realized on shares held for six months or
less, and you received a capital gain dividend during that period, then any
tax loss is treated as a long-term capital loss to the extent of the capital
gain dividend.
DETERMINING THE PRICE OF SHARES
The net asset value per share is determined as of the earlier of the
close of the exchange or 4:00 p.m. Eastern Time on each day the New York
Stock Exchange is open. The price per share for purchases or redemptions
made directly through State Street normally is such value next computed
after State Street receives the purchase order or redemption request. If
the purchase order or redemption request is placed with your dealer, then
the applicable price is normally computed as of 4:00 p.m. Eastern Time on
the day the dealer receives the order, provided that the dealer receives
the order before 4:00 p.m. Eastern Time. Otherwise, the applicable price
is the next determined net asset value. It is the responsibility of your
dealer to promptly forward purchase and redemption orders to the Adviser.
Note that in the case of redemptions and repurchases of shares owned by
corporations, trusts or estates, State Street may require additional
documents to effect the redemption and the applicable price will be
determined as of the close of the next computation following the receipt
of the required documentation. See "Redemption of Shares."
<PAGE>
The net asset value per share is determined daily by dividing the
total value of investments and other assets, less any liabilities, by the
number of total outstanding shares. Fixed income securities may be
valued on the basis of prices provided by a pricing service when such
prices are believed to reflect the fair market value of such securities.
(Pricing services generally take into account institutional size trading in
similar groups of securities). Securities not priced in this manner will be
priced at the last published sales price if traded on that day and, if not
traded, at the mean between the most recent quoted bid and asked prices
provided by investment dealers. The pricing service and valuation
procedures are reviewed and subject to approval by the Board of Directors.
Short-term securities maturing in 60 days or less will be valued at
amortized cost (unless the Board of Directors determines that amortized
cost would not represent a fair value). If there is a material difference in
the market value and amortized cost value of short-term securities,
market value will be used. Assets for which there are no quotations
available will be valued at a fair value as determined by the Board of
Directors.
DIVIDENDS AND DISTRIBUTIONS
Income dividends are declared and distributed monthly and
distributions of net realized capital gains, if any, will normally be paid
annually. Dividends and distributions are reinvested automatically for
your account on the payment date at net asset value in additional Fund
shares unless you request payment in cash. To provide stable
distributions for its shareholders, the Fund at times may continue to pay
distributions based on expectations of future investment results even
though, as a result of temporary market conditions or other factors, the
Fund may have failed to achieve projected investment results for a given
period. In such cases, the Fund's distributions may include a return of
capital to shareholders. Shareholders who reinvest their distributions are
largely unaffected by such returns of capital. In the case of shareholders
who do not reinvest, a return of capital is equivalent to a partial
redemption of the shareholder's investment. Because Class B shares incur
higher distribution services fees and bear certain other expenses, such
shares will have a higher expense ratio and will pay correspondingly lower
dividends that Class A shares.
You will receive quarterly confirmation statements for dividends
declared and shares purchased through reinvestment of dividends.
Dividends declared in December to shareholders of record in December, and
paid by the end of January of the subsequent year will be treated as
received by the shareholder in the earlier year. You will receive
confirmations after each purchase other than through dividend
reinvestment, and after each redemption. Information concerning
distributions will be mailed to shareholders annually. Distributions will
be classified in terms of non-taxable return of capital, federal
tax-exempt income and taxable income. Since some states may not tax
their residents on the portion of the Fund's distributions representing
income from governmental entities in such states, information about
state sources of tax-exempt distributions will also be reported annually.
All dividends and distributions are reinvested automatically in
additional shares at net asset value unless payment is requested in cash
on the payment date. Shareholders may elect to receive payment in cash
by designation on the Application. The payment method may be changed by
notice in writing to State Street. The notice is effective for the current
dividend or distribution if received at least 5 business days before the
record date. Notice received thereafter will be effective commencing
with the next dividend payment. For the protection of shareholders, upon
receipt by State Street of the second dividend check which has been
returned to State Street as undeliverable, undelivered dividends will be
invested in additional shares at the current net asset value and the
account designated as a dividend reinvestment account.
FEDERAL INCOME TAXES
This section is not intended to be a full discussion of all the aspects
of the federal income tax law and its effects on the Fund and its
shareholders. Shareholders may be subject to state and local taxes on
distributions. Each investor should consult his own tax adviser regarding
the effects of federal, state and local tax laws on an investment in the
Fund.
The Fund intends to qualify, as it has since its inception, as a
regulated investment company under the Internal Revenue Code (the
"Code") and, if so qualified, will not be liable for federal income tax to the
extent its earnings are
<PAGE>
distributed. If for any calendar year the required
distribution of the Fund exceeds the amount distributed, an excise tax
equal to 4% of the excess will be imposed on the Fund. The Fund intends to
make distributions during each calendar year sufficient to prevent
imposition of the excise tax.
Dividends paid to shareholders from interest earned by the Fund
from municipal obligations and from exempt interest dividends received
by the Fund from investment companies investing in tax-exempt
securities are not includible in a shareholder's gross income for federal
income tax purposes, although a portion of such dividends may be subject
to the alternative minimum tax as discussed below. Distributions of net
interest income derived from other sources, if any, and of net short-term
capital gains realized by the Fund will be taxable to shareholders as
ordinary income. Net long-term capital gain distributions, if any, will be
taxable to shareholders as long-term capital gain regardless of how long
the shares of the Fund have been held. Distributions will be treated the
same for tax purposes whether received in cash or in additional shares of
the Fund.
Interest paid on "specified private activity bonds" issued after
August 7, 1986, as defined in the Code, although exempt from federal
income tax, will constitute a tax preference item for purposes of both the
individual and the corporate alternative minimum tax. If the Fund were to
own any such bonds, it is expected that a portion of the exempt income
distributed by the Fund would be treated as a preference item for
shareholders based upon the proportionate share of the interest from the
specified private activity bonds received by the Fund. In the case of a
corporate shareholder, the alternative minimum tax base may also include
a portion of all the other tax-exempt income. Corporate shareholders are
advised to consult their own tax advisers with respect to the corporate
alternative minimum tax.
A gain or loss for tax purposes may be realized on the redemption of
shares. If a shareholder realizes a loss on the sale or exchange of any
shares held for six months or less and during such period the shareholder
received any exempt-interest dividends, then such loss is disallowed to
the extent of the amount of the exempt-interest dividends. If a
shareholder realizes a loss on the sale or exchange of any shares held for
six months or less and during such period the shareholder received any
capital gains dividends, then such loss (to the extent it is allowed) is
treated as a long-term capital loss to the extent of such capital gain
dividends.
Interest on indebtedness incurred by shareholders to purchase or
carry shares of the Fund will not be deductible for federal income tax
purposes.
The Fund may not be an appropriate investment vehicle for entities
which are "substantial users" (or "related persons" thereto) of facilities
financed by "industrial development bonds" as such terms are defined in
the Internal Revenue Code. Such entities (or persons) should consult their
own tax advisers before investing.
Backup Withholding. To avoid being subject to federal income tax
withholding at the rate of 31% on dividends, distributions and redemption
payments, shareholders must furnish the Fund with a correct tax
identification number. For individuals, this number is their social
security number. Shareholders must certify under penalty of perjury that
the number provided is correct and that they are not subject to backup
withholding for any reason.
FUND SHARES
Shares issued by the Fund are currently divided into two classes,
Class A and Class B shares. The Board of Directors may offer additional
classes in the future and may at any time discontinue the offering of any
class of shares. Each share, when issued and paid for in accordance with
the terms of the offering, is fully paid and non-assessable. Shares have
no preemptive or subscription rights and are freely transferable. Each
share of the Fund represents an interest in the assets of the Fund and has
identical voting, dividend, liquidation and other rights and the same terms
and conditions as any other shares except that (i) each dollar of net asset
value per share is entitled to one vote irrespective of the class or
subclass thereof, (ii) the expenses related to the distribution of each
class and the transfer agency expenses of each class are borne solely by
each such class and (iii) each class of shares votes separately with
respect to provisions of the Rule 12b-1 Distribution Plan which pertains
to a particular class and other matters for which separate class voting is
appropriate under applicable law. Each fractional share has the same
rights, in proportion, as a full share. Shares do not
<PAGE>
have cumulative voting rights; therefore, the holders of more than 50% of the
voting power of the Fund can elect all of the directors of the Fund.
In accordance with Maryland law and the Fund's By-laws, the Fund
does not hold regular annual shareholder meetings. Shareholder meetings
are held when they are required under the Investment Company Act of
1940 or when otherwise called for special purposes. Special shareholder
meetings may be called upon the written request of shareholders holding
at least 10% of the outstanding shares of the Fund.
PERFORMANCE DATA
From time to time, the Fund may advertise information regarding its
performance. Such information will include its "yield" and "total return."
The Fund may also publish its "tax equivalent yield." In addition, the Fund
may publish its respective "distribution rate," "annualized current
distribution rate" and "tax equivalent distribution rate." Distribution
rates and tax equivalent distribution rates may only be used in connection
with sales literature and stockholders communications preceded or
accompanied by a prospectus. Each of these performance figures is based
upon historical results and is not intended to indicate future performance,
and, except for "distribution rate," "annualized current distribution rate"
and "tax equivalent distribution rate" is standardized in accordance with
regulations of the Securities and Exchange Commission ("SEC"). All such
performance will be calculated separately for each class of shares.
"Yield" is computed by dividing the net investment income per share
(as defined in applicable SEC regulations) during a specified 30-day period
by the maximum offering price per share on the last day of such period.
Yield is an annualized figure, in that it assumes that the same level of net
investment income is generated over a one year period. The yield formula
annualizes net investment income by providing for semi-annual
compounding.
"Total return" refers to the Fund's average annual compounded rate
of return over a stated period that would equate an initial amount
invested at the beginning of the period to the ending redeemable value of
the investment. In the event the Fund advertises its total return, the
stated periods will generally be one year, five years and ten years, but the
Fund may also advertise total return for longer or shorter periods,
including the life of the Fund. The computation of total return assumes
reinvestment of all dividends and distributions, and deduction of all
charges and expenses.
"Distribution rate" is determined by dividing the income dividends
per share for a stated period by the net asset value per share on the last
day of such period. "Tax equivalent distribution rate" is computed by
dividing the portion of the Fund's distribution rate (determined as
described above) which is tax-exempt, by one minus the stated federal
income tax rate, and adding to the resulting amount that portion, if any, of
the distribution rate which is not tax-exempt. All distribution rates
published are measures of the level of income dividends distributed during
a specified period. Thus, such rates differ from yield (which measures
income actually earned by the Fund) and total return (which measures
actual income, plus realized and unrealized gains or losses of the Fund's
investments). Consequently, distribution rates alone should not be
considered complete measures of performance.
In addition, a table showing the performance of an assumed
investment of $10,000 may be used from time to time. The Fund may also
quote total return and aggregate total return performance data for various
other specified time periods. Such data will be calculated substantially
as described above, except that (1) the rates of return calculated will not
be average annual rates, but rather, actual annual, annualized or aggregate
rates of return and (2) the maximum applicable sales charges will not be
included with respect to annual or annualized rates of return calculations.
Aside from the impact on the performance data calculations of including
or excluding the maximum applicable sales charges, actual annual or
annualized total return data generally will be lower than average annual
total return data since the average annual rates of return reflect
compounding; aggregate total return data generally will be higher than
average annual total return data since the aggregate rates of return
reflect compounding over a longer period of time.
<PAGE>
The Fund may quote information from publications such as The Wall
Street Journal, Money Magazine, Forbes, Barron's, Newsweek, Chicago
Tribune, The New York Times, U.S. News and World Report, USA Today,
Fortune, Investors Business Daily, Financial World, Smart Money, No-Load
Fund Investor and Kiplinger's and may cite information from Morningstar,
Value Line or the Investment Company Institute. The Fund may compare
its performance to the performance of mutual fund indexes as reported by
Lipper Analytical Services, Inc. ("Lipper") or CDA Investment Technologies,
Inc., two widely recognized independent mutual fund reporting services.
For more information on the Fund's performance, see "Performance
Data" in the Statement of Additional Information. Please remember that
performance information is based upon historical results and is not
necessarily indicative of future performance.
The Fund's 1994 Annual Report and March 31, 1995 Semi-Annual
Report contain additional performance information and is available upon
request and without charge.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be directed to Selected/Venture
Advisers, L. P., by writing to P.O. Box 1688, Santa Fe, NM 87501-1688 or
calling 1-800-279-0279.
APPENDIX - QUALITY RATINGS OF DEBT SECURITIES
Moody's Municipal and Corporate Bond Ratings
Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are unlikely to impair the fundamentally strong position of
such issues.
Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long term risks appear
somewhat larger than Aaa securities.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium-grade-obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e. they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any longer period of time
may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.
Ca - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
<PAGE>
C - Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Standard & Poor's Corporate Bond Ratings
AAA - Debt rated 'AAA' has the highest rating assigned by Standard and
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA - Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
A - Debt rated 'A' has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher
rated categories.
BBB - Debt rated 'BBB' is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.
BB - Debt rated 'BB' has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to inadequate capacity to meet timely interest and principal
payments. The 'BB' rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied 'BBB-' rating.
B - Debt rated 'B' has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The 'B' rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied 'BB' or 'BB-' rating.
CCC - Debt rated 'CCC' has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
'CCC' rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied 'B' or 'B_' rating.
CC - The rating 'CC' is typically applied to debt subordinated to senior
debt that is assigned an actual or implied 'CCC' rating.
C - The rating 'C' is typically applied to debt subordinated to senior debt
which is assigned an actual or implied 'CCC_' debt rating. The 'C' rating
may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.
CI - The rating 'CI' is reserved for income bonds on which no interest is
being paid.
D - Debt rated 'D' is in payment default. The 'D' rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.
Moody's Municipal Note Ratings
MIG 1 -- The best quality, with strong protection provided by established
cash flows, superior liquidity support or demonstrated broad-based
access to the market for refinancing.
MIG 2 -- High quality, with margins of protection ample although not so
large as in the preceding group.
MIG 3 -- Favorable quality, with all security elements accounted for but
lacking the undeniable strength of the preceding grades. Liquidity and cash
flow protection may be narrow and market access for refinancing is likely
to be less well established.
<PAGE>
Standard & Poor's Municipal Note Ratings
SP-1. Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics are
given a (+) designation.
SP-2. Satisfactory capacity to pay principal and interest.
SP-3. Speculative capacity to pay principal and interest.
Moody's Commercial Paper Ratings
Moody's commercial paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs the following three designations,
all judged to be investment grade, to indicate the relative repayment
capacity of rated issuers: Prime-1 (superior capacity), Prime-2 (strong
capacity) and Prime-3 (acceptable capacity). In assigning ratings to an
issuer which represents that its commercial paper obligations are
supported by the credit of another entity or entities, Moody's evaluates
the financial strength of the indicated affiliated corporations,
commercial banks, insurance companies, foreign governments or other
entities, but only as one factor in the total rating assessment.
Standard & Poor's Commercial Paper Ratings
The S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no
more than 365 days. Ratings are graded into four categories, ranging from
'A' for the highest quality to 'D' for the lowest. Issues assigned an 'A'
rating are regarded as having the greatest capacity for timely payment.
Within the 'A' category, the numbers 1, 2 and 3 indicate relative degrees
of safety. The addition of a plus sign to the category A-1 denotes that the
issue is determined to possess overwhelming safety characteristics.
<PAGE>
Adviser and Distributor
Davis Selected Advisers, L.P.
124 East Marcy Street
Santa Fe, NM 87501
Transfer Agent and Custodian
State Street Bank and Trust Company
c/o The Davis Funds
P.O. Box 8406
Boston, MA 02266-8406
Legal Counsel
D'Ancona & Pflaum
30 North LaSalle Street
Chicago, IL 60602
Auditors
Tait, Weller & Baker
Two Penn Center, Suite 700
Philadelphia, PA 19102-1707
___________________________________
___________________________________
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
<S> <C>
Summary..........................................2
Financial Highlights.............................3
Investment Objectives and Policies...............5
Adviser, Sub-Adviser and Distributor............10
Distribution Plans..............................10
Purchase of Shares..............................11
Telephone Privilege.............................15
Exchange of Shares..............................15
Redemption of Shares............................16
Determining the Price of Shares.................18
Dividends and Distributions.....................18
Federal Income Taxes............................19
Fund Shares.....................................20
Performance Data................................20
Shareholder Inquiries...........................21
Appendix - Quality Ratings of Debt Securities...21
__________________________________________________
__________________________________________________
9508-10 VMP100
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
February 1, 1995,
As revised October 1, 1995
Davis Tax-Free High Income Fund, Inc.
(formerly, Venture Muni (+) Plus, Inc.)
124 East Marcy Street
Santa Fe, New Mexico 87501
1-800-279-0279
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Topic Page
<S> <C>
Fundamental Investment Restrictions................................... 2
Municipal Obligations................................................. 3
Temporary Investments................................................. 4
Portfolio Transactions................................................ 4
Directors and Officers................................................ 5
Compensation Schedule................................................. 7
Certain Shareholders of the Fund...................................... 7
Investment Advisory Services.......................................... 7
Custodian............................................................. 8
Auditors.............................................................. 9
Determining the Price of Shares....................................... 9
Reduction of Class A Sales Charge..................................... 9
Distribution of Fund Shares........................................... 10
Performance Data...................................................... 11
Non-Standard Distribution Rates....................................... 12
</TABLE>
This Statement of Additional Information sets forth information
concerning Davis Tax-Free High Income Fund, Inc. (the "Fund"). This
Statement of Additional Information is not a prospectus. Investors should
read this Statement of Additional Information in conjunction with the
Prospectus dated February 1, 1995, as revised October 1, 1995 which may
be obtained free of charge by writing to or calling the Fund at the above
address or telephone number.
The Fund's September 30, 1994 Annual Report and March 31, 1995
Semi-Annual Report accompany this Statement of Additional Information.
The Financial Statements appearing in these reports are incorporated
herein by reference. All interim financial information reflects all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for such interim period.
<PAGE>
FUNDAMENTAL INVESTMENT RESTRICTIONS
The investment restrictions set forth below and the Fund's
investment objective set forth in the Prospectus may not be changed
without the approval of the holders of the lesser of (i) 67% of the eligible
votes, if the holders of more than 50% of the eligible votes are
represented or (ii) more than 50% of the eligible votes. All percentage
limitations set forth in these restrictions apply as of the time of an
investment without regard to later increases or decreases in the value of
securities or total or net assets.
1. The Fund may not invest in securities other than municipal
obligations and temporary investments, and may not make loans to others
except through such investments.
2. The Fund may not purchase or sell real estate (but this will not
prevent the Fund from investing in municipal obligations secured by real
estate or interests therein) or commodities or commodity contracts.
3. The Fund may not purchase more than 50% of the outstanding debt
obligations of any one issuer. For this purpose, all debt obligations of
an issuer are treated as a single class of securities. This restriction
does not apply to debt obligations issued, guaranteed or insured by the
U.S. Government, its agencies or instrumentalities ("U.S. Government
Securities").
4. The Fund may not make an investment that would cause more than 5%
of the value of its total assets to be invested in the securities (other
than U.S. Government Securities) of any one issuer. For this purpose, each
state or local governmental entity shall be deemed a separate "issuer,"
except that where the entity issuing a municipal obligation differs from
the entity whose revenues are the primary source of the payment of the
obligation, the entity whose revenues are the primary source of payment
shall be deemed the sole issuer with regard to that obligation.
5. The Fund may not make an investment that would cause 25% or more
of the value of its total assets to be invested in municipal obligations
the issuers of which are located in the same state. For this purpose, the
location of an issuer shall be deemed to be the location of the
governmental entity issuing the obligation, regardless of the location of
the entity whose revenues are the primary source of payment or the
location of the project or facility which may be the subject of the
obligation.
6. The Fund may not write or purchase put or call options.
7. The Fund may not make an investment that would cause 25% or more
of the value of its total assets to be invested in revenue bonds or notes
the payment for which comes from revenues from any one type of activity.
For this purpose, the term "type of activity" shall include, for example,
the following: (a) sewage treatment and disposal; (b) gas provision; (c)
electric power provision; (d) water provision; (e) mass transportation
systems; (f) housing; (g) hospitals; (h) street development and repair; (i)
toll roads; (j) airport facilities; and (k) educational facilities. This
restriction does not apply to general obligation bonds or notes or to
pollution control revenue bonds.
8. The Fund may not purchase securities of other registered investment
companies (as defined in the Investment Company Act of 1940), except (i)
shares of open-end investment companies investing primarily in municipal
obligations with remaining maturities of 13 months or less, provided that
such purchase does not cause the Fund to (a) have more than 5% of its
total assets invested in any one such company, (b) have more than 10% of
its total assets invested in the aggregate of such companies or (c) own
more than 3% of the total outstanding voting stock of any such company;
or (ii) as part of a merger, consolidation, reorganization or acquisition
of assets.
9. The Fund may not sell securities short or purchase securities on
margin, except for such short-term credits as are necessary for the
clearance of transactions.
10. The Fund may not, except for temporary defensive purposes, make an
investment in other than municipal obligations if such investment would
cause more than 20% of the value of the Fund's total assets to be invested
in securities other than municipal obligations.
11. The Fund may not borrow money except from banks as a temporary
measure for extraordinary or emergency purposes in amounts not
exceeding 10% of the value of the Fund's total assets (excluding the
amount borrowed) at the time of such borrowing. The Fund may not pledge
or hypothecate any of its assets
<PAGE>
except in connection with permitted borrowing in amounts not exceeding
15% of the value of its total assets (excluding the amount borrowed) at
the time of such borrowing.
12. The Fund may not buy or continue to hold securities if the directors
and officers of the Fund, the Adviser or the Adviser's General Partner own
too many of the same securities. This would happen if any of these
individuals own 1/2 of 1% or more of the securities and the people who
own that much or more own 5% of such securities.
13. The Fund does not engage in the underwriting of securities; however,
if the Fund sells "restricted" securities it may technically be considered
an "underwriter."
Non-Fundamental Policies. In addition to the foregoing restrictions,
the Fund has voluntarily undertaken with various states, for so long as the
Fund's shares are sold in such states, (1) not to invest more than 5% of its
total assets in securities of issuers (other than issuers of federal agency
obligations and municipal obligations) having a record of less than three
years of continuous operations, (2) not to invest in oil, gas or other
mineral explorations or development programs, and (3) not to invest more
than 5% of its net assets in warrants valued at the lower of cost or
market and no more than 2% of the value of its net assets in warrants not
listed on the New York Stock Exchange or American Stock Exchange, and
(4) not to invest in commodities, commodity contracts or arbitrage
transactions. These undertakings and all other non-fundamental policies
may be changed without shareholder approval.
MUNICIPAL OBLIGATIONS
Occasionally, an issuing state or local governmental entity may
guarantee the payment of a revenue bond obligation, backing payment with
its taxing power. Normally, revenue bonds are paid solely from a
particular revenue source. The revenue source may be earnings from a
public project such as tolls from roads or bridges, airport revenues,
earnings of publicly owned utilities or special excises such as special
improvement levies. The revenue source may also be a private company
which is utilizing a facility constructed through monies obtained through
a governmental agency or fund. There are two principal types of revenue
bonds for private facilities, industrial development bonds and pollution
control bonds. Occasionally, such bonds are also issued by governmental
entities to obtain funds for a privately operated general community
facility such as a hospital, convention hall or sports stadium.
Industrial development bonds are issued by a governmental entity to
obtain funds to finance a facility, typically an industrial plant or factory,
which is leased to or operated by a private (non-governmental) company.
State and local governments have the power in most states to permit the
issuance of industrial development bonds to provide financing aid to such
companies in order to encourage them to locate facilities within their
communities.
Pollution control bonds are issued to provide funding for air or
water pollution control systems for privately operated industrial or
commercial facilities.
As described under "Investment Objectives and Policies" in the
Prospectus, the Fund may invest in municipal bonds and/or certificates of
participation that constitute investments in lease obligations or
installment purchase contract obligations (hereafter collectively called
"lease obligations") of municipal authorities or entities. As further
described in the Prospectus, certain of the lease obligations contain
"non-appropriation" clauses. The Fund will seek to minimize the special
risks associated with such securities by not investing more than 10% of
its assets in lease obligations that contain such clauses.
Municipal notes include tax, revenue and bond anticipation
obligations or general or revenue obligations of shorter maturities than
municipal bonds, generally five years or less, which are issued to obtain
funds for various public purposes.
There are, in addition, a variety of hybrid and special types of
municipal obligations as well as numerous differences in security, quality
and risk both within and among the classifications described above.
Obligations of a special governmental authority may, for instance,
constitute a pledge of the full credit and taxing power of the authority,
and yet have somewhat less security than a general state or city
obligation in view of the limitations on the authority's taxing power
compared to the broader taxing power of a state or a city.
<PAGE>
Due to the increasing needs of state and local governments and their
widening view of public purpose, a variety of types of federal tax-exempt
financing obligations have been developed over the years and new types of
obligations may be expected in the future.
The ratings of Moody's Investors Services Inc. ("Moody's") and
Standard and Poor's Corporation ("S&P") represent their opinions as to the
quality of the municipal obligations which they undertake to rate. It
should be emphasized, however, that ratings are general and are not
absolute standards of quality. Consequently, municipal bonds with the
same maturity, coupon and rating may have different yields while bonds of
the same maturity and coupon with different ratings may have the same
yield.
From time to time, proposals have been introduced in Congress for
the purposes of restricting or eliminating the federal income tax
exemption for interest on municipal obligations. Similar proposals may be
introduced in the future. If such a proposal were to be enacted, the
availability of municipal obligations for investment by the Fund and the
value of the Fund's portfolio would be affected. In such event, the Fund
would re-evaluate its investment objective and policies in view of such
developments.
TEMPORARY INVESTMENTS
At various times the Fund may hold cash or invest in securities
other than municipal obligations. Income from such securities may be
taxable as ordinary income. Such temporary investments may be made in
any of the following circumstances, provided that such an investment does
not cause over 20% of the value of the Fund's total assets to be so
invested: (1) when assets are allocated for settlement of purchases; (2)
when net cash inflow from sales of the Fund's shares or sales of portfolio
securities is of a size which does not allow for prompt investment in
attractively priced municipal obligations; or (3) when highly liquid assets
are needed to meet anticipated redemptions, dividends or other cash
needs.
In addition, during periods of adverse markets when it is deemed
advisable and practicable to take a temporary defensive position to
protect capital, the Fund may have more than 20% of its assets invested in
temporary investments and cash. While reserving this freedom to act for
defensive purposes, the Fund intends to limit its holdings of temporary
taxable investments and cash to meet the requirements for federal income
tax exemption on the dividends which the Fund pays from its municipal
obligation or other income exempt from federal income tax.
Although on occasion the Fund may purchase temporary investments,
it is the Fund's intention to be invested primarily in municipal obligations.
Temporary investments will be made only under the conditions specified
herein.
Temporary investments will be made exclusively in: (1) shares of
investment companies primarily investing in short-term instruments the
income of which is exempt from federal income tax (subject to certain
limitations as to the Fund's investments in other investment companies
set forth under "Investment Restrictions"); (2) U.S. Government Securities;
(3) commercial paper rated within the highest grade by either Moody's or
S&P (Prime-1 or A-1, respectively); (4) other short-term debt securities
issued or guaranteed by corporations having outstanding debt rated within
the two highest grades by Moody's (Aaa or Aa) or S&P (AAA or AA); (5)
certificates of deposit of domestic commercial banks subject to
regulation by the U.S. Government, or any of its agencies or
instrumentalities, with assets of $1 billion or more based on the most
recent published reports; or (6) repurchase agreements with domestic
banks or securities dealers involving any of the securities which the Fund
is permitted to hold. (Such agreements will involve the purchase of
securities subject to resale to the seller on a specified date within 7 days
of purchase at a specified price based on an agreed interest rate.) Rating
requirements apply as of the time of purchase.
PORTFOLIO TRANSACTIONS
Stamper Capital & Investment Inc., (the "Sub-Adviser") makes
investment decisions and arranges for the placement of portfolio
transactions for the Fund, subject to review by the Board of Directors and
its Committee on Brokerage. In this regard, the Sub-Adviser will seek to
obtain the most favorable price and execution for the transaction given
the size and risk involved. In placing executions and paying brokerage
commissions, the Sub-Adviser considers the dealer's financial
responsibility and reputation, range and quality of the services made
available to the Fund and the professional services rendered, including
execution, clearance procedures, wire service
<PAGE>
quotations and ability toprovide supplemental performance, statistical and other
research information for consideration, analysis and evaluation by the
Sub-Adviser's staff. In accordance with this policy, transactions are not
executed solely on the basis of the lowest commission rate available.
Research services provided to the Sub-Adviser by or through dealers who
effect portfolio transactions for the Fund may be used in servicing other
accounts managed by the Sub-Adviser and, likewise, services provided by
dealers used for transactions of other accounts may be utilized by the
Sub-Adviser in performing services for the Fund. Subject to the
requirements of best execution, the placement of orders by securities
firms for shares of the Fund may be taken into account as a factor in the
placement of portfolio transactions.
The Sub-Adviser believes that research from dealers is desirable,
although not essential, in carrying out its functions, in that such outside
research supplements the efforts of the Sub-Adviser by corroborating
data and enabling the Sub-Adviser to consider the views, information and
analyses of other research staffs. Such views, information and analyses
include such matters as communicating with persons having special
expertise on certain issuers, industries, areas of the economy and/or
securities prices, obtaining written materials on these or other areas
which might affect the economy and/or securities prices, obtaining
quotations on securities prices and obtaining information on the activities
of other institutional investors. The Sub-Adviser researches, at its own
expense, each security included in, or being considered for inclusion in,
the Fund's portfolio.
The Fund has not paid brokerage commissions since its inception.
Generally, securities are (i) purchased from or sold to securities dealers
who make a market in municipal obligations on a principal basis without
commissions, or (ii) purchased from issuers of such securities. The price
of such transactions may include a profit for the dealer involved.
DIRECTORS AND OFFICERS
The names and addresses of the directors and officers of the Fund
are set forth below, together with their principal business affiliations
and occupations for the last five years. The asterisk following the names
of Martin H. Proyect, Shelby M.C. Davis and Jeremy H. Biggs indicates that
they are considered to be "interested persons" of the Fund, as defined in
the Investment Company Act, solely by reason of their positions with the
Fund and with the sole general partner of the Fund's Adviser.
Martin H. Proyect (10/24/32),* P.O. Box 80176, Las Vegas, NV
89180-0176. Director of the Fund, Davis New York Venture Fund (formerly,
New York Venture Fund, Inc.), Davis High Income Fund, Inc. (formerly,
Venture Income (+) Plus, Inc.), Davis Series, Inc. (formerly, Retirement
Planning Funds of America, Inc.) and Davis International Series, Inc.
(formerly Venture Series, Inc.); Director/Trustee and President of Selected
American Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust; formerly Chairman and Treasurer, Venture Advisers, Inc.;
formerly, Secretary and Treasurer, Venture Pension Advisers, Inc.
Wesley E. Bass, Jr. (8/21/31), 710 Walden Road, Winnetka, IL 60093.
Director of the Fund, Davis New York Venture Fund, Inc., Davis High Income
Fund, Inc. and Davis Series, Inc.; President, Bass & Associates (Financial
Consulting Firm); formerly, First Deputy City Treasurer, City of Chicago,
and Executive Vice President, Chicago Title and Trust Company.
Jeremy H. Biggs, (8/16/35)* Two World Trade Center, 94th Floor, New
York, NY 10048. Chairman of the Fund, Davis New York Venture Fund, Inc.,
Davis High Income Fund, Inc., Davis Series, Inc. and Davis International
Series, Inc.; Consultant to the Adviser. Vice Chairman, Head of Equity
Research Department, Chairman of the U.S. Investment Policy Committee
and member of the International Investment Committee of Fiduciary Trust
Company International.
Marc P. Blum (9/9/42), 233 East Redwood Street, Baltimore, MD 21202.
Director of the Fund, Davis New York Venture Fund, Inc., Davis High Income
Fund, Inc. and Davis Series, Inc.; Chief Executive Officer, World Total
Return Fund, L.P.; Partner, Gordon, Feinblatt, Rothman, Hoffberger and
Hollander (attorneys); Director, Mid-Atlantic Realty Trust.
Shelby M.C. Davis, (3/20/37)* P.O. Box 205, Hobe Sound, FL 33455.
Director, President and Chief Executive Officer of the Fund, Davis New
York Venture Fund, Inc., Davis High Income Fund, Inc., Davis Series, Inc.
and Davis International Series, Inc.; Director/Trustee and Executive Vice
President of Selected American Shares, Inc., Selected Special Shares, Inc.
and Selected Capital Preservation Trust; Chairman and Chief Executive
Officer, Venture Advisers, Inc.;
<PAGE>
Consultant to Fiduciary Trust Company International; Director, Shelby
Cullom Davis Financial Consultants, Inc.; formerly, Chairman, Venture
Pension Advisers, Inc.
Eugene M. Feinblatt (10/28/19), 233 East Redwood Street, Baltimore, MD
21202. Director of the Fund, Davis New York Venture Fund, Inc., Davis High
Income Fund, Inc. and Davis Series, Inc.; Senior Partner, Gordon, Feinblatt,
Rothman, Hoffberger and Hollander (attorneys).
Jerry D. Geist (5/23/34), 6201 Uptown Blvd. NE, Suite 207, Albuquerque,
NM 87110. Director of the Fund, Davis New York Venture Fund, Inc., Davis
High Income Fund, Inc. and Davis Series, Inc.; Chairman, Santa Fe Center
Enterprises; Consultant, NYSE Energy Co., Major Venture Capital Co.;
Chairman, Biotechnology Company; Director, Environmental Mfg. Co.;
Director, CH2M-Hill, Inc.; Retired Chairman and President, Public Service
Company of New Mexico.
D. James Guzy (3/7/36), 508 Tasman Drive, Sunnyvale, CA 94089.
Director of the Fund, Davis New York Venture Fund, Inc., Davis High Income
Fund, Inc. and Davis Series, Inc.; Chairman, NTX Communications Corp.
(communications products); Director, Intel Corp. (a manufacturer
semi-conductor circuits), Cirrus Logic Corp. (a manufacturer of
semi-conductor circuits) and Alliance Technology Fund (a mutual fund).
G. Bernard Hamilton (3/18/37), P.O. Box 544, Richmond, VA 23204-0544.
Director of the Fund, Davis New York Venture Fund, Inc., Davis High Income
Fund, Inc. and Davis Series, Inc.; Managing General Partner, Avanti
Partners, L.P.; formerly, President, Venture Pension Advisers, Inc.
LeRoy E. Hoffberger (6/8/25), The Exchange - Suite 215, 1112 Kenilworth
Drive, Towson, MD 21204. Director of the Fund, Davis New York Venture
Fund, Inc., Davis High Income Fund, Inc. and Davis Series, Inc.; Counsel to
Gordon, Feinblatt, Rothman, Hoffberger and Hollander (attorneys);
Chairman, Mid-Atlantic Realty Trust; Director, BTR Realty, Inc.; Director
and President of CPC, Inc. (a real estate company); Director and Vice
President, Merchant Terminal Corporation; formerly Director, Equitable
Bancorporation, Equitable Bank and Maryland National Bank; formerly,
Director and President, O-W Fund, Inc. (a private investment fund).
Laurence W. Levine (4/9/31), c/o Bigham, Englar, Jones & Houston, 14 Wall
Street, 21st., Floor, New York, NY 10005-2140. Director of the Fund,
Davis New York Venture Fund, Inc., Davis High Income Fund, Inc. and Davis
Series, Inc.; Partner, Bigham, Englar, Jones and Houston (attorneys); United
States Counsel to Aerolineas Argentina; Director, various private
companies.
Christian R. Sonne (5/6/36), P.O. Box 777, Tuxedo Park, NY 10987.
Director of the Fund, Davis New York Venture Fund, Inc., Davis High Income
Fund, Inc. and Davis Series, Inc.; General Partner of Tuxedo Park
Associates (a land holding and development firm); President and Chief
Executive Officer of Mulford Securities Corporation (private investment
fund) until 1990; formerly, Vice President of Goldman Sachs & Company
(investment bankers).
Edwin R. Werner (4/1/22), 622 3rd Avenue, Suite 1200 New York, NY
10017. Director of the Fund, Davis New York Venture Fund, Inc., Davis High
Income Fund, Inc. and Davis Series, Inc.; Director, Novacare, Inc. and New
York Blood Center; Chairman and CEO, Empire Blue Cross and Blue Shield of
New York.
Carl R. Luff, (4/30/54) 124 East Marcy Street, Santa Fe, NM 87501. Vice
President, Treasurer and Assistant Secretary of the Fund, Davis New York
Venture Fund, Inc., Davis High Income Fund, Inc., Davis Series, Inc.,
Davis International Series, Inc., Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust; Director,
Co-President and Treasurer, Venture Advisers, Inc.
Raymond O. Padilla (2/22/51), 124 East Marcy Street, Santa Fe, NM 87501.
Vice President, Secretary and Assistant Treasurer of the Fund, Davis New
York Venture Fund, Inc., Davis High Income Fund, Inc., Davis Series, Inc.
Davis International Series, Inc.; Vice President and Assistant Secretary of
Selected American Shares, Inc., Selected Special Shares, Inc. and Selected
Capital Preservation Trust; Senior Vice President, Venture Advisers, Inc.
Carolyn H. Spolidoro (11/19/52), 124 East Marcy Street, Santa Fe, NM
87501. Vice President of the Fund, Davis New York Venture Fund, Inc.,
Davis High Income Fund, Inc., Davis Series, Inc. and Davis International
Series, Inc.; Vice President Venture Advisers, Inc.
Louis R. Proyect (3/7/45), 124 East Marcy Street, Santa Fe, NM 87501.
Vice President of the Fund, Davis New York Venture Fund, Inc., Davis High
Income Fund, Inc., Davis Series, Inc. and Davis International Series, Inc.;
Vice
<PAGE>
President and Secretary of Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust; Director,
Executive Vice President and Secretary, Venture Advisers, Inc.; Secretary,
Shelby Cullom Davis Financial Consultants, Inc.; formerly, General Partner
and General Counsel of Spear, Leeds and Kellogg.
B. Clark Stamper (12/20/55), 124 East Marcy Street, Santa Fe, NM 87501.
Vice President of the Fund, Davis New York Venture Fund, Inc., Davis High
Income Fund, Inc., Davis Series, Inc. and Davis International Series, Inc.;
Senior Vice President, Venture Advisers, Inc.; Formerly, Assistant Vice
President, Senior Credit Analyst, National Security and Research
Corporation; Vice President and Portfolio Manager, National Securities
Research Asset Management; Vice President, Senior Credit Analyst,
Treasury Portfolio Manager and Treasury Operations Manager, Far West
Savings and Loan.
Andrew A. Davis (6/25/63), 124 East Marcy Street, Santa Fe, NM 87501.
Vice President of the Fund, Davis New York Venture Fund, Inc., Davis High
Income Fund, Inc., Davis Series, Inc. and Davis International Series, Inc.;
Director and Co-President, Venture Advisers, Inc.; formerly, Vice President
and head of convertible security research, PaineWebber, Incorporated.
Christopher C. Davis (7/13/65), 70 Pine Street, 43rd Floor, New York, NY
10270-0108. Vice President of the Fund, Davis New York Venture Fund,
Inc., Davis High Income Fund, Inc. and Davis Series, Inc.; employee of Davis
Selected Advisers, L.P.
Eileen R. Street (3/11/62), 124 East Marcy Street, Santa Fe, NM 87501.
Assistant Treasurer and Assistant Secretary of the Fund, Davis High
Income Fund, Inc., Davis Series, Inc., Davis New York Venture Fund, Inc.,
Davis International Series, Inc. Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust; Senior Vice
President, Venture Advisers, Inc.
Sheldon R. Stein (11/29/28), 30 North LaSalle Street, Suite 2900,
Chicago, IL 60602. Assistant Secretary of the Fund, Davis New York
Venture Fund, Inc., Davis High Income Fund, Inc., Davis Series, Inc., Davis
International Series, Inc., Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust; Partner,
D'Ancona & Pflaum, the Fund's legal counsel.
Arthur Don (9/24/53), 30 North LaSalle Street, Suite 2900, Chicago, IL
60602. Assistant Secretary of the Fund, Davis New York Venture Fund,
Inc., Davis High Income Fund, Inc., Davis Series, Inc., Selected American
Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust; Partner, D'Ancona & Pflaum, the Fund's legal counsel.
The Fund does not pay salaries to any of its officers. The Adviser
performs certain services on behalf of the Fund and is reimbursed by the
Fund for the costs of providing these services. See "Investment Advisory
Services."
COMPENSATION SCHEDULE
During the fiscal year ended September 30, 1994, the compensation
paid to the directors who are not considered to be interested persons of
the Fund was as follows:
<TABLE>
<CAPTION>
Aggregate Fund Total Fund
Name Compensation Complex Compensation
____ ______________ ____________________
<S> <C> <C>
Wesley E. Bass 5,500.00 24,500.00
Marc P. Blum 5,200.00 23,650.00
Eugene M. Feinblatt 5,200.00 23,750.00
Jerry D. Geist 5,000.00 23,050.00
D. James Guzy 5,200.00 23,650.00
G. Bernard Hamilton 5,000.00 23,050.00
LeRoy E. Hoffberger 5,050.00 23,150.00
Laurence W. Levine 5,200.00 23,600.00
Edwin R. Werner 5,000.00 23,200.00
</TABLE>
CERTAIN SHAREHOLDERS OF THE FUND
As of July 14, 1995 there were ________ Class A shares of the Fund
outstanding and the directors and officers of the Fund, as a group, owned
________ Class A shares, or approximately ______% of the Fund's
outstanding Class A shares. There were no persons known by the Fund to
be a record owner of more than 5% of the class A shares.
<PAGE>
The following table sets forth, as of __________, the name and
holdings of each person known by the Fund to be a record owner of more
than 5% of it outstanding Class B shares. As of such date there were
_________ Class B shares of the Fund outstanding and the directors and
officers of the Fund, as a group, owned ___________ Class B shares, or
approximately ______% of the Fund's outstanding Class B shares.
<TABLE>
<CAPTION>
Percent of
Name Shares owned Class
____ ____________ ___________
<S> <C> <C>
Smith Barney ______ _____%
333 West 34th Street
New York, NY 10001-2402
</TABLE>
INVESTMENT ADVISORY SERVICES
Davis Selected Advisers, L.P. serves as investment adviser for the
Fund pursuant to an Advisory Agreement adopted in accordance with the
requirements of the Investment Company Act of 1940. Pursuant to the
Advisory Agreement, the Adviser, subject to the general supervision of
the Fund's Board of Directors, provides management and investment
advice, and furnishes statistical, executive and clerical personnel,
bookkeeping, office space, and equipment necessary to carry out its
investment advisory functions and such corporate managerial duties as
are requested by the Board of Directors of the Fund. The Fund bears all
expenses other than those specifically assumed by the Adviser under the
Agreement, including preparation of its tax returns, financial reports to
regulatory authorities, dividend determinations and transaction and
accounting matters related to its custodian bank, transfer agency,
custodial and shareholder services, and qualification of its shares under
federal and state laws.
For the Adviser's services, the Fund pays the Adviser a monthly fee
at the annual rate as follows: 0.75% on average net assets up to $250
million, 0.65% on the next $250 million of average net assets and 0.55% on
average net assets over $500 million. Prior to April 15, 1993 the Fund
paid the Adviser at a flat rate of 0.75% of average net assets. The
aggregate advisory fees paid by the Fund to the Adviser during the six
months ended March 31, 1995 was $696,531. The aggregate advisory fees
paid by the Fund to the Adviser for the fiscal years ended September 30,
1994, 1993, and 1992 were $1,335,905 $1,062,943, and $792,089,
respectively.
Effective October 1, 1995, Stamper Capital & Investment, Inc.,
serves as the Fund's Sub-Adviser under a Sub-Advisory Agreement with
the Adviser. The Fund pays no fees directly to the Sub-Adviser. The
Sub-Adviser manages the day to day investment operations of the Fund,
subject to the Adviser's overall supervision. For its services, the
Sub-Adviser receives a fee from the Adviser equal to 30% of the fees
received by the Adviser from the Fund.
Under the Advisory Agreement, if expenses borne by the Fund in any
fiscal year (including the advisory fee, but excluding interest, taxes,
brokerage fees and payments under a Rule 12b-1 Distribution Plan and,
where permitted, extraordinary expenses) exceeds limitations imposed by
applicable state securities laws or regulations, the Adviser must
reimburse the Fund for any such excess at least annually, up to the amount
of its advisory fee. These expense limitations may be raised or lowered
from time to time.
The reimbursable costs for certain accounting and administrative
services for the six months ended March 31, 1995 and for the fiscal years
ended September 30, 1994, 1993 and 1992 were $15,498, $30,996,
$28,496, and $25,998, respectively. The reimbursable costs for qualifying
the Fund's shares for sale with state agencies for such periods were
$4,002, $8,004, $8,004, and $7,002 respectively. The reimbursable costs
for providing shareholder services for such periods were $11,858,
$17,616, $15,134, and $13,011, respectively.
The Advisory Agreement also makes provisions for portfolio
transactions and brokerage policies of the Fund which are discussed above
under "Portfolio Transactions."
In accordance with the provisions of the Investment Company Act,
the Advisory Agreement will terminate automatically upon assignment
and is subject to cancellation upon 60 days' written notice by the Fund's
Board of Directors, the vote of the holders of a majority of the Fund's
outstanding shares or the Adviser. The continuance of the Agreement
must be approved at least annually by the Fund's Board of Directors or by
the vote of holders of a majority of the outstanding shares of the Fund. In
addition, any new agreement or the continuation of the existing agreement
must be approved by a majority of directors who are not parties to the
agreement or interested persons of any such party.
The Advisory Agreement provides that the Adviser in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties, will not be liable for any act or omission in the cause of, or
connected
<PAGE>
with rendering service under the Agreement or for any losses
that may be sustained in the purchase, holding or sale of any security.
The Adviser and Sub-Adviser have adopted a Code of Ethics which
regulates the personal securities transactions of the Adviser's investment
personnel and other employees and affiliates with access to information
regarding securities transactions of the Fund. Both Code of Ethics
requires investment personnel to disclose personal securities holdings
upon commencement of employment and all subsequent trading activity to
the Adviser's Compliance Officer. Investment personnel are prohibited
from engaging in any securities transactions, including the purchase of
securities in a private offering, without the prior consent of the
Compliance Officer. Additionally, such personnel are prohibited from
purchasing securities in an initial public offering and are prohibited from
trading in any securities (i) for which the Fund has a pending buy or sell
order, (ii) which the Fund is considering buying or selling, or (iii) which
the Fund purchased or sold within seven calendar days.
CUSTODIAN
The Custodian of the Fund's assets is State Street Bank and Trust
Company, c/o The Davis Funds (formerly, The Venture Funds), P.O. Box
8406, Boston, MA 02266-8406. The Custodian maintains all of the
instruments representing the investments of the Fund and all cash. The
Custodian delivers securities against payment upon sale and pays for
securities against delivery upon purchase. The Custodian also remits Fund
assets in payment of Fund expenses, pursuant to instructions of officers
or resolutions of the Board of Directors.
AUDITORS
The Fund's auditors are Tait, Weller & Baker, Two Penn Center, Suite
700, Philadelphia, PA 19102-1707. The audit includes examination of
annual financial statements furnished to shareholders and filed with the
Securities and Exchange Commission, consultation on financial accounting
and reporting matters, and meeting with the Audit Committee of the Board
of Directors. In addition, the auditors review federal and state income tax
returns and related forms.
DETERMINING THE PRICE OF SHARES
The Fund does not price its shares or accept orders for purchases or
redemptions on days when the New York Stock Exchange is closed. Such
days currently include New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
REDUCTION OF CLASS A SALES CHARGES
There are a number of ways to reduce the sales charge imposed on
the purchase of the Fund's Class A shares, as described below. These
reductions are based upon the fact that there is less sales effort and
expense involved in respect to purchases by affiliated persons and
purchases made in large quantities.
Family or Group Purchases. Certain purchases made by or for more
than one person may be considered to constitute a single purchase,
including (i) purchases for family members, including spouses and children
under 21 and (ii) purchases made by an organized group of persons,
whether incorporated or not, if the group has a purpose other than buying
shares of mutual funds. For further information on group purchase
reductions, contact the Adviser or your dealer.
Statements of Intention. Another way to reduce the sales charge is
by signing a Statement of Intention. A Statement is included in the
Application Form included in the Prospectus. Please read it carefully
before completing it.
If you enter into a Statement of Intention you (or any "single
purchaser") may state that you intend to invest at least $100,000 in the
Fund's Class A shares over a 13-month period. The amount you say you
intend to invest may include Class A shares which you already own, valued
at the offering price, at the end of the period covered by the Statement. A
Statement may be backdated up to 90 days to include purchases made
during that period, but the total period covered by the Statement may not
exceed 13 months.
Shares having a value of 5% of the amount you state you intend to
invest will be held "in escrow" to make sure that any additional sales
charges are paid. If any of the Fund's shares are in escrow pursuant to a
Statement and
<PAGE>
such shares are exchanged for shares of another Davis Fund,
the escrow will continue with respect to the acquired shares.
No additional sales charge will be payable if you invest the amount
you have indicated. Each purchase under a Statement will be made as if
you were buying at one time the total amount indicated. For example, if
you indicate that you intend to invest $100,000, you will pay a sales
charge of 3-1/2% on each purchase.
If you buy additional amounts during the period to qualify for an even
lower sales charge, you will be charged such lower charge. For example,
if you indicate that you intend to invest $100,000 and actually invest
$250,000, you will, by retroactive adjustment, pay a sales charge of
2-1/2%.
If during the 13-month period you invest less than the amount you
have indicated, you will pay an additional sales charge. For example, if
you state that you intend to invest $250,000 and actually invest only
$100,000, you will, by retroactive adjustment, pay a sales charge of
3-1/2%. The sales charge you actually pay will be the same as if you had
purchased the shares in a single purchase.
A Statement does not bind you to buy, nor does it bind the Adviser to
sell, the shares covered by the Statement.
Rights of Accumulation. Another way to reduce the sales charge is
under a right of accumulation. This means that the larger purchase
entitled to a lower sales charge need not be in dollars invested at one
time. The larger purchases that you (or any "single purchaser") make at
any one time can be determined by adding to the amount of a current
purchase the value of Fund shares (at offering price) already owned by you.
For example, if you owned $100,000 worth (at offering price) of the
Fund's Class A shares and invest $5,000 in additional shares, the sales
charge on that $5,000 investment would be 3-1/2%, not 4-3/4%.
If you claim this right of accumulation, you or your dealer must so
notify the Adviser (or State Street, if the investment is mailed to State
Street) when the purchase is made. Enough information must be given to
verify that you are entitled to such right.
Combined Purchases with other Davis Funds. Your ownership or
purchase of Class A shares of certain other Funds advised and distributed
by the Adviser, including Davis High Income Fund, Inc., Davis New York
Venture Fund, Inc., Davis International Series, Inc. and Davis Series, Inc.
(collectively with the Fund, the "Davis Funds") may also reduce your sales
charges in connection with the purchase of the Fund's Class A shares. This
applies to all three situations for reduction of sales charges discussed
above.
If a "single purchaser" decides to buy the Fund's Class A shares as
well as Class A shares of any of the other Davis Funds (other than shares
of Davis Government Money Market Fund formerly, Government Money
Market Fund) at the same time, these purchases will be considered a
single purchase for the purpose of calculating the sales charge. For
example, a single purchaser can invest at the same time $100,000 in the
Fund's Class A shares and $150,000 in the Class A shares of Davis High
Income Fund, Inc. and pay a sales charge of 2-1/2%, not 3-1/2%.
Similarly, a Statement of Intention for the Fund's Class A shares and
for the Class A shares of the other Davis Funds (other than Davis
Government Money Market Fund) may be aggregated. In this connection, the
Fund's Class A shares and the Class A shares of the other Davis Funds
which you already own, valued at the current offering price at the end of
the period covered by your Statement of Intention, may be included in the
amount you have stated you intend to invest pursuant to your Statement.
Lastly, the right of accumulation applies also to the Class A shares
of the other Davis Funds (other than Davis Government Money Market Fund)
which you own. Thus, the amount of current purchases of the Fund's Class
A shares which you make may be added to the value of the Class A shares
of the other Davis Funds (valued at their current offering price) already
owned by you in determining the applicable sales charge. For example, if
you owned $100,000 worth of shares of Davis High Income Fund, Inc. and
Davis Series, Inc. Financial Value Fund (formerly, Retirement Planning
Funds of America, Inc. Financial Value Fund) and Davis Convertible
Securities Fund (formerly, Retirement Planning Funds of America, Inc.
Convertible Securities Fund)(valued at the applicable current offering
price) and invest $5,000 in the Fund's shares, the sales charge on your
investment would be 3-1/2%, not 4-3/4%.
<PAGE>
In all the above instances where you wish to claim this right of
combining the Fund's shares you own of the other Davis Funds you or your
dealer must notify the Adviser (or State Street, if the investment is
mailed to State Street) of the pertinent facts. Enough information must
be given to permit verification as to whether you are entitled to a
reduction in sales charges.
Issuance of Shares at Net Asset Value. There are many situations
where the sales charge will not apply to the purchase of Class A shares,
as discussed in the Prospectus. In addition, the Fund occasionally may be
provided with an opportunity to purchase substantially all the assets of a
public or private investment company or to merge another such company
into the Fund. This offers the Fund the opportunity to obtain significant
assets. No dealer concession is involved. It is industry practice to effect
such transactions at net asset value as it would adversely affect the
Fund's ability to do such transactions if the Fund had to impose a sales
charge.
DISTRIBUTION OF FUND SHARES
The Adviser acts as principal underwriter of the Fund's shares on a
continuing basis pursuant to a Distributing Agreement. Pursuant to such
Distributing Agreement, the Adviser, in its capacity as distributor, pays
for all expenses in connection with the preparation, printing and
distribution of advertising and sales literature for use in offering the
Fund's shares to the public, including reports to shareholders to the extent
they are used as sales literature. The Adviser also pays for prospectuses
in excess of those which the Fund must file with the Securities and
Exchange Commission or those forwarded to existing shareholders. The
continuation and assignment provisions of the Distributing Agreement are
the same as those of the Advisory Agreement.
In addition, the Fund has adopted distribution plans with respect to
each class of its shares pursuant to Rule 12b-1 under the Investment
Company Act (the "Distribution Plans"). Payments under the Class A
Distribution Plan are limited to an annual rate of 0.25% of the average
daily net asset value of the Class A shares. Payments under the Class B
Distribution Plan are limited to an annual rate of 1.00% of the average
daily net asset value of the Class B shares.
To the extent that any investment advisory fees paid by the Company
may be deemed to be indirectly financing any activity which is primarily
intended to result in the sale of shares of the Company within the meaning
of Rule 12b-1, the payments of such fees are authorized under the Plans.
The Distribution Plans continue annually so long as they are
approved in the manner provided by Rule 12b-1 or unless earlier
terminated by vote of the majority of the Fund's Independent Directors or
a majority of the outstanding shares. The Adviser is required to furnish
quarterly written reports to the Board of Directors detailing the amounts
expended under the Distribution Plans. The Distribution Plans may be
amended provided that all such amendments comply with the applicable
requirements then in effect under Rule 12b-1. Presently, Rule 12b-1
requires, among other procedures, that it be continued only if a majority
of the Independent Directors approve continuation at least annually and
that amendments materially increasing the amount to be spent for
distribution be approved by the Independent Directors and the
shareholders. As long as the Distribution Plans are in effect, the Fund
must commit the selection and nomination of candidates for new
Independent Directors to the sole discretion of the existing Independent
Directors.
During the six months ended March 31, 1995 and for the fiscal years
ended September 30, 1994, 1993 and 1992, the Distributor earned
commissions of $498,480, $2,385,580, $2,127,047 and $1,695,175,
respectively under the class B Distribution Plan. During the six months
ended March 31, 1995 and the fiscal year ended September 30, 1994, the
Distributor reallowed $457,351 and $2,366,441 to qualified dealers
responsible for the sale and maintenance of Fund shares.
PERFORMANCE DATA
Yield. Yield is computed in accordance with a standardized method
prescribed by the rules of the Securities and Exchange Commission and is
calculated separately for each class. Yield is a measure of the net
investment income per share (as defined) earned over a specified 30-day
period expressed as a percentage of the maximum offering price of the
Fund's shares at the end of the period. Based upon the 30-day period ended
March 31, 1995 the yield for the Fund's Class B shares was 6.57%. Such
yield figure was determined by dividing the net investment income per
share earned during the specified 30-day period by the maximum offering
price per share on the last day of the period, according to the following
formula:
<PAGE>
Yield = 2 [(a - b + 1) 6 -1]
_____
cd
a = dividends and interest earned during the period.
b = expenses accrued for the period.
c = the average daily number of shares outstanding during
the period that were entitled
to receive dividends.
d = the maximum offering price per share on the last day of the period.
Tax Equivalent Yield. Tax equivalent yield is the yield that a taxable
investment must generate in order to equal a Fund's yield for an investor
in a stated federal income tax bracket. The Fund's tax equivalent yield is
computed separately for each class in accordance with the standardized
method prescribed by the Securities and Exchange Commission, by dividing
that portion of such Fund's yield (computed as described above) that is tax
exempt by one minus the stated federal income tax rate, and adding the
resulting number to that portion, if any, of the Fund's yield that is not tax
exempt.
Total Return. Total return measures both the net investment income
generated by, and the effect of any realized or unrealized appreciation or
depreciation of, the underlying investments in the Fund's portfolio. The
Fund's total return figures are computed separately for each class in
accordance with the standardized method prescribed by the Securities and
Exchange Commission by determining the average annual compounded rates
of return over the periods indicated in the advertisement that would
equate the initial amount invested to the ending redeemable value,
according to the following formula:
P(1+T)^n = ERV
Where: P = hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
period of a hypothetical $1,000 payment made at the
beginning of such period
This calculation (i) assumes all dividends and distributions are reinvested
at net asset value on the appropriate reinvestment dates as described in
the Prospectus, and (ii) deducts (a) the maximum front-end or applicable
contingent deferred sales charge from the hypothetical initial $1,000
investment for the one year calculation, and (b) all recurring fees, such as
advisory fees, charged as expenses to all shareholder accounts.
The average annual total return figures for the Fund's Class B shares
during the one and five year periods ended March 31, 1995, and the period
beginning March 21, 1985 (commencement of public offering of shares
after converting from a money market fund) and ended March 31, 1995
were 6.41%, 7.28% and 7.54%, respectively.
NON-STANDARD DISTRIBUTION RATES
Distribution Rates. Distribution rates are computed by dividing the
income dividends for a stated period by the maximum offering price on the
last day of such period. During 1994, the amount of income dividends used
to compute historical distribution rates will be annualized for a
twelve-month period. For the six months ended March 31, 1995, and the
year ended September 30, 1994, the historical distribution rate with
respect to the Fund's Class B shares were 5.89 and 6.71%.
Annualized Current Distribution Rates. Annualized current
distribution rates are computed by multiplying income dividends for a
specified month by twelve and dividing the resulting figure by the
maximum offering price on the last day of the specified period. The
annualized current distribution rate with respect to the Fund's Class B
shares for the one month period ended March 31, 1995 was 5.23%.
Tax Equivalent Distribution Rate. Tax equivalent distribution rate is
computed by dividing that portion of the annualized current distribution
rate (computed as described above) which is tax-exempt by one minus the
<PAGE>
stated federal income tax rate, and adding the resulting figure to that
portion, if any, of the annualized current distribution rate which is not
tax-exempt. Based upon the maximum federal income tax rate of 39.6%
and the annualized current distribution rate for the month ended March 31,
1995, the tax equivalent distribution rate with respect to the Fund's Class
B shares was 8.66%.
<PAGE>
FORM N-1A
VENTURE MUNI (+) PLUS, INC.
POST-EFFECTIVE AMENDMENT NO. 20 UNDER THE SECURITIES
ACT OF 1933
REGISTRATION STATEMENT No. 2-74216
AND
AMENDMENT NO. 21 UNDER THE INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-3270
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
_________________________________
(a) Financial Statements:
Included in Part A:
(i) Financial Highlights
(Supplementary Information)
Included in Part B by incorporation from the 1994 Annual Report and
the 1995 Semi-Annual Report:
(i) Schedule of Investments at September 30, 1994 and for the six
months ended March 31, 1995.
(ii) Statement of Assets & Liabilities at September 30, 1994 and for
the six months ended March 31, 1995.
(iii) Statement of Operations for the year ended September 30, 1994
and for the six months ended March 31, 1995.
(iv) Statement of Changes in Net Asset for the years ended September
30, 1994, 1993 and for the six months ended March 31, 1995.
(v) Notes to Financial Statements.
(vi) Financial Highlights.
(vii) Report of Independent Certified Public Accountants.
(b) Exhibits:
(1) Articles of Incorporation, incorporated by reference to Exhibit
No. 1 of Registrant's Post-Effective Amendment No. 18, File
No. 2-74216.
<PAGE>
(2) Amended and Restated Bylaws, incorporated by reference to Exhibit
(2) to Registrant's Post-Effective Amendment No. 19 File
No. 2-74216.
(3) Not applicable.
(4) Specimen Common Stock Certificate, incorporated by reference to
Exhibit No. 4 of Registrant's Pre-Effective Amendment No. 1,
File No. 2-74216.
(5) (a) Advisory Agreement, incorporated by reference to Exhibit 5 (b)
of Registrant's Post-Effective Amendment No. 16, File
No. 2-74216.
(5) (b) Sub-Advisory Agreement between Selected/Venture Advisers,
L.P. and Stamper Capital & Investments, Inc.
(6) Distributor's Agreement, incorporated by reference to Exhibit
6 (b) of Registrant's Post-Effective Amendment No. 16,
File No. 2-74216.
(7) Not applicable.
(8) Custodian Agreement and Transfer, Dividend Disbursing and Plan
Agent Agreement, incorporated by reference to Exhibit No. 8 of
Registrant's Pre-Effective Amendment No. 1, File No. 2-74216
(9) Agreement Regarding Joint Insured Bond, effective February 1,
1995.
(10) Opinion and Consent of Counsel (Reavis & McGrath), incorporated
by reference to Exhibit No. 10 of Registrant's Pre-Effective
Amendment No. 1., File No. 2-74216.
(11) Consent of Auditors.
(12) Financial Statements, included in Statement of Additional
Information.
(13) Organizational Agreements Regarding Organizational Expenses
dated October 22, 1981, incorporated by reference to Exhibit
No. 13 of Registrant's Pre-Effective Amendment No. 1, File
No. 2-74216.
(14) Not applicable.
(15) (a) Distribution Plan for Class A shares, incorporated by reference
to Exhibit No. 15(a) of Registrant's Post-Effective Amendment
No. 18, File No. 2-74216.
(15) (b) Distribution Plan for Class B shares, incorporated by reference
to Exhibit No. 15(b) of Registrant's Post-Effective Amendment
No. 18, File No. 2-74216.
<PAGE>
(16) Sample Computation of Yield and Average Annual Total Return,
incorporated by reference to Exhibit 16 of Registrant's
Post-Effective Amendment No. 11, File No. 2-74216.
(17) Powers of Attorney.
(18) Plan pursuant to Rule 18f-3.
Item 25. Persons Controlled by or Under Common Control With Registrant
_____________________________________________________________
Not applicable
Item 26. Number of Holders of Securities
_______________________________
<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of July 14, 1995
______________ ________________________
<S> <C>
Common Stock
Venture Muni (+) Plus, Inc. Class A 4,829
Venture Muni (+) Plus, Inc. Class B 8,292
</TABLE>
Item 27. Indemnification
_______________
Exhibits Nos. 1, 5 and 6 to Registrant's Post-Effective Amendment
No. 16 are incorporated by reference.
Provisions of the Maryland General Corporation Law are set forth in
Item 4 of Part II of Registrant's Pre-Effective Amendment No. 1, which is
incorporated by reference.
On February 18, 1988 the indemnification provisions of the Maryland
General Corporation Law (the "Law") were amended to permit, among other
things, corporations to indemnify directors and officers unless it is
proved that the individual (1) acted in bad faith or with active and
deliberate dishonesty, (2) actually received an improper personal benefit
in money, property or services, or (3) in the case of a criminal proceeding,
had reasonable cause to believe that his act or omission was unlawful. The
Law was also amended to permit corporations to indemnify directors and
officers for amounts paid in settlement of stockholders' derivative suits.
In addition, the Registrant's directors and officers are covered under
a policy to indemnify them for loss (subject to certain deductibles)
including costs of defense incurred by reason of alleged errors or
omissions, neglect or breach of duty. The policy has a number of
exclusions including alleged acts, errors, or omissions which are finally
adjudicated or established to be deliberate, dishonest, malicious or
fraudulent or to constitute willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties in respect to any
registered investment company. This coverage is incidental to a general
policy carried by the Registrant's adviser.
Item 28. Business and Other Connections of Investment Adviser
____________________________________________________
The Investment Adviser of the Registrant, Selected/Venture
Advisers, L.P., is also the investment adviser for Venture Income (+) Plus,
Inc., New York Venture Fund, Inc., Retirement Planning Funds of America,
Inc., Venture Series, Inc., Selected American Shares, Inc., Selected Special
Shares, Inc. and Selected Capital Preservation Trust. It also may engage
<PAGE>
as an investment adviser for accounts other than mutual funds, although
this is not presently business of a substantial nature.
Martin H. Proyect is Chairman and Treasurer of the adviser's general
partner, Venture Advisers, Inc. (the "General Partner"), Shelby M.C. Davis is
a Director, President and principal owner of the General Partner and is a
Director of Shelby Cullom Davis Financial Consultants, Inc., ("SCDFC") 70
Pine Street, New York, New York 10270. Louis R. Proyect is a Director and
Senior Vice President of the General Partner and is a Secretary of SCDFC.
Carl R. Luff is a Director, Executive Vice President and Secretary of the
General Partner.
Item 29. Principal Underwriters
______________________
(a) Selected/Venture Advisers, L.P., the principal underwriter for
the Registrant, also acts as principal underwriter for Venture Income (+)
Plus, Inc., New York Venture Fund, Inc., Retirement Planning Funds of
America, Inc., Venture Series, Inc., Selected American Shares, Inc.,
Selected Special Shares, Inc. and Capital Preservation Trust.
(b) Management of the general partner of the Principal Underwriter
Positions and
Name and Principal Positions and Offices with Offices with
Business Address General Partner of Underwriter Registrant
__________________ ______________________________ _____________
Martin H. Proyect Chairman, Director Chairman, Director
P.O. Box 80176 and Treasurer and President
Las Vegas, NV 89180
Shelby M.C. Davis Director and President Director
P.O. Box 205
Hobe Sound, FL 33455
Carl R. Luff Executive Vice Vice President,
124 East Marcy Street President & Secretary Treasurer &
Santa Fe, NM 87501 Assistant Secretary
Louis R. Proyect Director and Executive Vice President
124 East Marcy Street Vice President
Santa Fe, NM 87501
Raymond O. Padilla Senior Vice President Vice President,
124 East Marcy Street Secretary &
Santa Fe, NM 87501 Assistant Treasurer
B. Clark Stamper Senior Vice President Vice President
124 East Marcy Street
Santa Fe, NM 87501
Andrew A. Davis Senior Vice President Vice President
124 East Marcy Street
Santa Fe, NM 87501
<PAGE>
Eileen R. Street Senior Vice President Assistant Treasurer
124 East Marcy Street and
Santa Fe, NM 87501 Assistant Secretary
Carolyn H. Spolidoro Vice President Vice President
124 East Marcy Street
Santa Fe, NM 87501
(c) Not applicable.
Item 30. Location of Accounts and Records
________________________________
Accounts and records are maintained at the offices of
Selected/Venture Advisers, L.P., 124 East Marcy Street, Santa Fe, New
Mexico 87501, and the Registrant's custodian and transfer agent, State
Street Bank and Trust Company, 470 Atlantic Avenue, Boston,
Massachusetts 02210.
Item 31. Management Services
___________________
Not applicable
Item 32. Undertakings
____________
Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of Registrant's latest annual report to
shareholders upon request and without charge.
<PAGE>
VENTURE MUNI (+) PLUS, INC.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and/or
the Investment Company Act of 1940, the Registrant has caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois on
the 1st day of August, 1995.
VENTURE MUNI (+) PLUS, INC.
By: /s/ Sheldon R. Stein
_______________________
Sheldon R. Stein,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Shelby M.C. Davis* Chief Executive Officer August 1, 1995
_________________
Shelby M.C. Davis & Director
Carl R. Luff* Principal Financial August 1, 1995
_____________
Carl R. Luff and Accounting Officer
* Sheldon Stein signs this document on behalf of the Registrant and
each of the foregoing persons pursuant to the Powers of Attorney filed
as Exhibit 17 to this Registration Statement.
/s/ Sheldon R. Stein
_________________________
Sheldon R. Stein,
Attorney-in-Fact
<PAGE>
VENTURE MUNI (+) PLUS, INC.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Wesley E. Bass, Jr.* Director August 1, 1995
_________________________
Wesley E. Bass, Jr.
Jeremy H. Biggs* Director August 1, 1995
_________________________
Jeremy H. Biggs
Marc P. Blum* Director August 1, 1995
_________________________
Marc P. Blum
Martin H. Proyect* Director August 1, 1995
_________________________
Martin H. Proyect
Eugene M. Feinblatt* Director August 1, 1995
_________________________
Eugene M. Feinblatt
Jerry D. Geist* Director August 1, 1995
_________________________
Jerry D. Geist
D. James Guzy* Director August 1, 1995
_________________________
D. James Guzy
G. Bernard Hamilton* Director August 1, 1995
_________________________
G. Bernard Hamilton
LeRoy E. Hoffberger* Director August 1, 1995
_________________________
LeRoy E. Hoffberger
Laurence W. Levine* Director August 1, 1995
_________________________
Laurence W. Levine
Christian R. Sonne* Director August 1, 1995
_________________________
Christian R. Sonne
Edwin R. Werner* Director August 1, 1995
_________________________
Edwin R. Werner
* Sheldon Stein signs this document on behalf of each of the
foregoing persons pursuant to the Powers of Attorney filed as Exhibit 17
to this Registration Statement.
/s/ Sheldon Stein
_____________________
Sheldon Stein,
Attorney-in-Fact
EXHIBIT 5b
July 31, 1995
Stamper Capital & Investments, Inc.
129 Rio Vista Place
Santa Fe, NM 87501
Re: Sub-Advisory Agreement for Venture Muni (+) Plus, Inc.
______________________________________________________
This is to confirm that Selected/Venture Advisers, L.P. (the "Adviser") is
retaining Stamper Capital & Investments, Inc. ("SCI") as investment
sub-adviser for the portfolio of Venture Muni (+) Plus, Inc. (the "Fund").
The terms and conditions of your retention are as follows:
1. SCI shall act as the investment sub-adviser for the Fund and will
manage the investment and reinvestment of the assets of the Fund subject
to the supervision of the Board of Directors of the Fund, Selected/Venture
Advisers, L.P. (the "Adviser") and to any applicable provisions as in effect
from time to time of (a) the Articles of Incorporation and Bylaws of the
Fund, (b) the prospectus, statement of additional information and other
information set forth in the Fund's registration documents under the
Securities Act of 1933 and the Investment Company Act of 1940 ("1940
Act"), including any supplements thereto, (c) the Investment Advisory
Agreement between the Adviser and the Fund (the "Investment Advisory
Agreement"), the Adviser's and the Fund's Code of Ethics and (d) any
additional policies or guidelines established by the Fund's Board of
Directors or the Adviser. SCI acknowledges receipt of copies of the above
documents as in effect on the date of acceptance of this letter. The
Adviser agrees that it will promptly deliver to SCI any amendments,
changes or additions of or to these documents.
2. SCI agrees that all securities transactions will conform to (a) the
stated objectives and policies of the Fund, (b) the brokerage policies set
forth in the Investment Advisory Agreement (which are hereby
incorporated by reference herein) and the registration documents, and (c)
those investment and brokerage policies or guidelines directed by the
Board of Directors of the Fund, any committee thereof and the Adviser.
3. SCI shall be an independent contractor. Unless otherwise expressly
provided or authorized hereunder, or by the Board of Directors of the Fund,
SCI shall have no authority to represent the Fund or the Adviser in any way
or otherwise be an agent of the Adviser or the Fund, except with regard to
the execution of securities transactions on behalf of the Fund with
registered broker/dealers, including broker/dealers affiliated with the
Adviser, provided such transactions comply with Rule 17e-1 of the 1940
Act.
4. SCI shall provide the Adviser with any reports, analyses or other
documentation the Adviser reasonably requires to carry out its
responsibilities under its Investment Advisory Agreement with the Fund
including those related to placement of security transactions, its
administrative responsibilities and its responsibility to monitor
compliance with stated investment objectives, policies and limitations
and the investment performance of the Fund. SCI agrees, directly or
through an agent, to provide daily information in respect to the portfolio
transactions of the Fund to the Adviser. SCI agrees to provide all
documentation reasonably required by the Adviser to maintain Fund's
accounting records in accordance with the 1940 Act and the Investment
Advisers Act of 1940 and the regulations issued thereunder, and to
preserve copies of all documents and records related to asset
transactions, positions and valuations related to the Fund in the manner
and for the periods prescribed by such regulations. SCI further agrees that
all documents and records it maintains relating to the Fund, are the
property of the Fund and will be surrendered to the Adviser or the Fund
upon the request of either. SCI agrees to provide information and to allow
inspection of such documents and records at reasonable times by any
authorized representative of the Adviser, the Fund's Board of Directors or
any committee thereof, the Fund's
<PAGE>
independent public accountants or appropriate regulatory authorities. SCI shall
provide to the Adviser a copy of its Form ADV as filed with the SEC and as
amended from time to time and a written list of persons SCI has authorized to
give written and/or oral instructions to the Adviser and the Fund custodian.
5. SCI agrees to make its personnel who are engaged in activities on
behalf of the Fund available at reasonable times for consultations with
the Adviser's personnel and the Fund's Board of Directors or any
committee thereof, including attendance at their meetings, wherever
situated. Reasonable expenses for travel, meals and lodging for such
purposes shall be reimbursed by the Adviser. In addition, personnel of SCI,
at the request of the Adviser, will attend other meetings to be scheduled
at mutually convenient times and shall be reimbursed for its reasonable
expenses in connection therewith.
6. SCI agrees to provide all office facilities, equipment and personnel for
carrying out its duties hereunder at its own expense. In addition, SCI shall
employ at its own expense and subject to the prior written approval of the
Adviser which approval shall not be unreasonably withheld (i) a public
auditing firm, (ii) attorneys and (iii) such other professional staff as in
the sole discretion of the Adviser are necessary to assure the fulfillment
of the terms and conditions of this agreement.
7. It is agreed that SCI's services are not to be deemed exclusive and SCI
shall be free to render similar services or other services to others
provided that (i) its services hereunder are not impaired and are not in
violation of federal or state securities laws and (ii) that it shall not
provide services to any registered investment company other than the
Fund or other investment companies managed by the Adviser without the
Adviser's prior express written permission.
8. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties hereunder, SCI, its officers,
directors and employees shall not be subject to liability for any act or
omission in the cause of, or connected with, rendering service hereunder
or for any losses that may be sustained in the purchase, holding or sale of
any security. In the event of any claim, arbitration, suit, or administrative
proceedings in which SCI or the Adviser is a party and in which it is
finally determined that there is liability or wrongdoing by only one of us,
the party liable or found to be the wrongdoer shall pay for all liability and
expenses of such claim or proceeding including reasonable attorneys' fees.
If it is determined that there is liability or wrongdoing by both or none of
us, then each shall pay their own liability and expenses. In the event of
any settlement of any such claim, arbitration, suit or proceeding before
final determination by a court or arbitrator(s), the liability and expenses
shall be assumed as agreed between the parties, but if there is no
agreement within thirty (30) days of such settlement, then the
assumption of liability and expenses shall be settled by arbitration, in
accordance with the then applicable rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator shall be
final and binding and may be entered in any court having jurisdiction. The
parties shall pay for their own costs and expenses in respect to any such
arbitration and may be included in the arbitrator's award.
9. As investment sub-adviser, SCI understands that it will be responsible
for complying with all provisions of applicable law, including the 1940
Act, the Investment Advisers Act of 1940, and the Insider Trading and
Securities Fraud Enforcement Act of 1988 and all rules and regulations
thereunder. SCI agrees to adopt and comply with the "Code of Ethics of and
for Selected/Venture Advisers, L.P. and the Companies For Which It Acts
As Investment Adviser" as in effect from time to time and to keep in
effect a policy and supervisory procedures designed to prevent insider
trading.
10. The Adviser shall pay SCI a portion of the fee it receives from the
Fund under the Investment Advisory Agreement, based on the attached fee
schedule. The Adviser shall also reimburse expenses expressly approved
for reimbursement by the Adviser. Payment for SCI's services and
reimbursement of expenses approved by the Adviser shall be made monthly
in arrears, by the 15th business day of the following month. From time to
time, with SCI's prior express written approval, the Adviser may waive
any part or all of the fees due to it under the Investment Advisory
Agreement for the period specified in such writing. Such approval shall
constitute a waiver by SCI of its portion of the waived fees.
<PAGE>
11. This Agreement shall become effective on the later of October 1, 1995
or the first business day after the date this Agreement is approved in
accordance with the 1940 Act (provided that it is reflected in an
effective post-effective amendment under the Securities Act of 1933 and
the 1940 Act). Unless sooner terminated as hereunder provided, it shall
initially remain in effect for a period not exceeding two years.
Thereafter, subject to the termination provisions herein, this Agreement
shall continue in force from year to year thereafter, but only as long as
such continuance is specifically approved at least annually in the manner
required by the 1940 Act; provided, however, that if the continuation of
this Agreement is not approved, SCI may continue to serve in the manner
and to the extent permitted by the 1940 Act and the rules and regulations
thereunder.
12. This Agreement shall automatically terminate immediately in the
event of its assignment (except as otherwise permitted by the 1940 Act
or rules thereunder) or in the event of the termination of the Investment
Advisory Agreement. This Agreement may be terminated without payment
of any penalty at any time (a) upon sixty (60) days' written notice to SCI
by the Adviser or upon such sixty (60) days' written notice to SCI by the
Fund pursuant to action by its Board of Directors or by the vote of a
majority of the outstanding voting securities of the Fund, or (b) upon 60 or
more days' written notice by SCI to the Adviser. The terms "assignment"
and "vote of a majority of the outstanding voting securities" shall have
the meaning set forth in the 1940 Act and the rules and regulations
thereunder. Termination of this Agreement shall not affect SCI's right to
receive payments on any unpaid balance of the compensation earned and
reimbursable expenses incurred prior to such termination. Upon receipt of
notification of termination as provided above SCI shall immediately cease
all activities in connection with the Fund except as otherwise directed by
the Adviser.
13. SCI agrees and acknowledges that the Adviser and/or the Fund is the
owner of the name and mark "Venture" and Venture Muni (+) Plus, Inc. or
any part thereof and of any successor mark(s) or name(s) of the Adviser or
the Fund or any part of such successor mark(s) or name(s). SCI agrees that
it shall not use any such name or mark in any advertisement, or sales
literature or other materials promoting itself or the Fund without the
Advisers prior written consent. SCI shall not make any representations
regarding the Adviser and the Fund in any disclosure document,
advertisement, sales literature or other materials without the Advisers
prior written consent.
14. If any provisions of this Agreement shall be held or made invalid by a
court decision, statute or rule or otherwise, the remainder shall not be
thereby affected.
15. The Agreement shall be construed according to the laws of the State
of New Mexico. It may be executed in counterparts each of which shall be
deemed an original and all of which together shall constitute one and the
same agreement
If the foregoing terms and conditions are acceptable to you, please
acknowledge in the space provided. Upon your acceptance, the retention
and the mutual obligations in respect thereto shall be effective as
provided herein.
Sincerely,
Selected/Venture Advisers, L.P.
By Venture Advisers, Inc.,
General Partner
Martin H. Proyect, Chairman
<PAGE>
Accepted and Approved this
_____ day of ________________, 1995
Stamper Capital & Investments, Inc.
___________________________
B. Clark Stamper
President
__________________________________________________________________________
SUB-ADVISORY FEE SCHEDULE FOR STAMPER CAPITAL & INVESTMENTS, INC.
30% of total management fees paid by the Fund to Selected/Venture
Advisers, L.P.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm in the Registration
Statement, (Form N-1A), and related Statement of Additional Information
of Davis Tax-Free High Income Fund (formerly Venture Muni (+) Plus, Inc.),
and to the inclusion of our report dated October 28, 1994 to the
Shareholders and Board of Directors of Venture Muni (+) Plus, Inc.
/s/ Tait, Weller & Baker
_____________________________
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
July 27, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, acting on
behalf of Venture Muni (+) Plus, Inc., a Maryland corporation constitutes
and appoints Andrew Davis, Louis R. Proyect, Carl R. Luff, Raymond O.
Padilla, Sheldon R. Stein, Arthur Don and Jessica Randall, and each of
them, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any post-effective amendments
to the registration statement under the Securities Act of 1933
(Registration No. 2-74216) and/or the Investment Company Act of
1940 (Registration No. 811-3270), whether on Form N-1A or any
successor forms thereof, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission and all appropriate state or federal regulatory
authorities. Each of the undersigned hereby ratifies and confirms all that
each of the aforenamed attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Dated this 31st day of July, 1995.
Venture Muni (+) Plus, Inc.
By: /s/ Shelby M.C. Davis
______________________________
Shelby M.C. Davis
President
<PAGE>
VENTURE MUNI (+) PLUS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Andrew Davis, Louis R. Proyect, Carl R. Luff, Raymond O. Padilla,
Sheldon R. Stein, Arthur Don and Jessica Randall, and each of them, his
attorneys-in-fact, each with the power of substitution, for him in any and
all capacities, to sign any post-effective amendments to the registration
statement under the Securities Act of 1933 (Registration No. 2-74216) and/or
the Investment Company Act of 1940 (Registration No. 811-3270), whether on
Form N-1A or any successor forms thereof, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and all appropriate state or federal regulatory
authorities. Each of the undersigned hereby ratifies and confirms all that
each of the aforenamed attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 31st day of July, 1995.
/s/ Martin H. Proyect /s/ D. James Guzy
_____________________________ ___________________________
Martin H. Proyect, D. James Guzy,
Director Director
/s/ Westly E. Bass /s/ G. Bernard Hamilton
_____________________________ ___________________________
Westly E. Bass, G. Bernard Hamilton,
Director Director
/s/ Jeremy H. Biggs /s/ LeRoy E. Hoffberger
_____________________________ ___________________________
Jeremy H. Biggs, LeRoy E. Hoffberger,
Director Director
/s/ Marc P. Blum /s/ Laurence W. Levine
_____________________________ ___________________________
Marc P. Blum, Laurence W. Levine,
Director Director
/s/ Shelby M.C. Davis /s/ Carl R. Luff
_____________________________ ___________________________
Shelby M.C. Davis, Carl R. Luff,
Director and Chief Executive Chief Financial Officer
Officer
/s/ Eugene M Feinblatt /s/ Christian R. Sonne
_____________________________ ___________________________
Eugene M Feinblatt, Christian R. Sonne,
Director Director
/s/ Jerry D. Geist /s/ Edwin R. Werner
_____________________________ ___________________________
Jerry D. Geist, Edwin R. Werner,
Director Director
Exhibit 18
Venture Muni (+) Plus, Inc.
Plan Pursuant to Rule 18f-3
____________________________
Registration to Rule 18f-3 under the following Plan.
1. Registrant's current Plan encompasses three classes of shares
that may be offered as follows:
(a) Class A shares with a front end sales charge ("FESC") subject
to certain exceptions and to Rule 12b-1 service and maintenance fees
("Rule 12b-1 fees"). The applicable FESC, including reductions and
exceptions and the Rule 12b-1 fees are set forth in Exhibit "A" hereto.
(b) Class B shares at net asset value subject to (i) Rule 12b-1
fees to provide an asset based sales charge and service and maintenance
fees and (ii) a conditional deferred (back end) sales charge for
redemptions or repurchases by the Registrant effected within a certain
period of time not exceeding eight years from the date of purchase. Class
B shares outstanding will automatically convert to Class A shares within
eight years after the end of the month in which the shares were purchased.
(However, for shares purchased before December 1, 1994 which are
represented by stock certificates, the stock certificates must be returned
to the transfer agent to effect conversion.) Terms of the deferred sales
charges, conversion and Rule 12b-1 fees are set forth in Exhibit "B"
attached hereto.
(c) Class C shares at net asset value subject to a fee upon
redemption within one year of purchase and Rule 12b-1 fees covering an
asset based sales charge and maintenance and service fees. The
Registrant does not have any Class C shares outstanding and does not
currently offer Class C shares for sale.
(d) Exchange Privileges: The exchange privileges are set forth in
Exhibit "C" hereto. In summary, for a nominal exchange fee, shares of a
class may be exchanged for shares of the same class of certain other
registrants with the same investment adviser or distributor (or any series
issued by such registrants) at net asset value except that: (i) Any shares
issued in exchange for shares still subject to any unpaid FESC or
conditional deferred sales charge or other charge payable upon redemption
remain subject to such unpaid charges; and (ii) Money market series Class
A shares which were initially purchased from the money market series
may be exchanged for any class of shares at the public offering price of
the acquired shares (which may include a sales charge) and are subject to
any conditional deferred sales charge or other charge upon redemption
normally applicable to the acquired shares.
2. Income, realized and unrealized capital gains and losses and
expenses not allocated to a particular class are allocated to each class on
the basis of relative net assets.
Expenses allocable to a specific class are expenses specifically
incurred for such class including the following:
(a) Rule 12b-1 expenses
(b) Incremental transfer agency expenses
(c) Incremental costs of preparing, printing and mailing
shareholder reports, proxy materials and prospectuses related to such class
<PAGE>
(d) Registration fees and other expenses of registration of the
shares of such class under laws or regulations of any jurisdiction in
which the class of shares is to be offered
(e) Directors' fees and expenses incurred as a result of issues
relating solely to such class
(f) Legal and accounting expenses relating solely to such class
3. Each class will vote separately with respect to any matter as
required by applicable law or which separately affects that class. As
provided in the Articles of Incorporation, each dollar of net asset value
per share is entitled to one vote.
<PAGE>
EXHIBIT 18 (a)
Class A Shares. Class A shares are sold at their net asset
value plus a sales charge. The amounts of the sales charges are shown in
the following table.
<TABLE>
<CAPTION>
Customary
Sales Charge Charge as Concession to
as Approximate Your Dealer as
Percentage Percentage Percentage
of Offering of Amount of Offering
Amount of Purchase Price Invested Price
__________________ ____________ ____________ _______________
<S> <C> <C> <C>
$ 99,999 or less........ 4-3/4% 5.0% 4%
$ 100,000 to $249,999........ 3-1/2% 3.6% 3%
$ 250,000 to $499,999........ 2-1/2% 2.6% 2%
$ 500,000 to $749,999........ 2% 2.0% 1-3/4%
$ 750,000 to $999,999........ 1% 1.0% 3/4 of 1%
$ 1,000,000 or more....... 0% 0.0% 0%<F1>
<FN>
<F1> On purchases of $1 million or more, the investor pays no initial or
contingent deferred sales charge. However, the Adviser may pay the
financial service firm a commission during the first year after purchase
at an annual rate as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Purchase Amount Commission
_______________ __________
<S> <C> <C>
First $3,000,000..................... .75%
Next $2,000,000..................... .50%
Over $5,000,000..................... .25%
</TABLE>
Such commission will be paid quarterly at the end of each fiscal quarter
for the first year after purchase. Where a commission is paid because of
purchases of $1 million or more, such payment will be made from 12b-1
distribution fees received from the Fund and, in cases where the limits of
the distribution plan in any year have been reached, from the distributor's
own resources.
There are a number of ways to reduce the sales charge on the
purchase of Class A shares, as set forth below.
(i) Family Purchases: Purchases made by an individual, such
individual's spouse and children under 21 are combined and treated as a
purchase of a single person.
(ii) Group Purchases: The purchases of an organized group, whether
or not incorporated, are combined and treated as the purchase of a single
person. The organization must have been organized for a purpose other
than to purchase shares of mutual funds.
(iii) Purchases under a Statement of Intention: By executing the
"Statement of Intention" included in the Application Form at the back of
the Prospectus, purchases of Class A shares of $100,000 or more made
over a 13-month period may be made at the applicable price for the
aggregate shares actually purchased during the period. Please see "Terms
and Conditions" at back of this prospectus.
(iv) Rights of Accumulation: If you notify your dealer or the
Adviser, you may include the Class A shares you already own (valued at
maximum offering price) in calculating the price applicable to your
current purchase.
(v) Combined Purchases with other Davis Funds: Purchases of Class
A shares of the Fund may be combined with your purchases of Class A
shares of other Davis Funds, including
<PAGE>
Davis New York Fund, Inc., Davis High Income Fund, Inc. and all funds offered by
Davis Series, Inc. (other than Davis Government Money Market Fund), separately
or under combined Statements of Intention or rights of accumulation to determine
the price applicable to your purchases of Class A shares of the Fund.
(vi) Sales at Net Asset Value: The sales charge will not apply to:
(1) Class A shares purchased through the automatic reinvestment of
dividends and distributions (see "Dividends and Distributions"); (2) Class A
shares purchased by directors, officers and employees of any Fund
supervised and distributed by the Adviser or the Adviser's General
Partner, including former directors and officers and any spouse, child,
parent, grandparent, brother or sister of all of the foregoing, and any
employee benefit or payroll deduction plan established by or for such
persons; (3) Class A shares purchased by any registered representatives,
principals and employees (and any spouse, child, parent, grandparent,
brother or sister) of securities dealers having a sales agreement with the
Adviser; (4) initial purchases of Class A shares totaling $250,000 or
more, made at any one time by banks, trust companies and other financial
institutions (collectively "Institutions") on behalf of one or more clients
for which such Institution acts in a fiduciary capacity; (5) initial
purchases of Class A shares totaling $250,000 or more by a registered
investment adviser on behalf of a client for which the adviser is
authorized to make investment decisions or otherwise acts in a fiduciary
capacity; (6) Class A shares purchased by persons participating in a "wrap
account" or similar fee-based program sponsored and maintained by a
registered broker-dealer approved by the Fund's Adviser; and (7) Class A
shares purchased by any state, county, city, department, authority or
similar agency prohibited by law from paying a sales charge. The Fund
may also issue Class A shares at net asset value incident to a merger with
or acquisition of assets of an investment company.
<PAGE>
EXHIBIT 18 (b)
Class B Shares. Class B shares are offered at net asset value, without a
front-end sales charge. With certain exceptions described below, the Fund
imposes a deferred sales charge of 4% on shares redeemed during the first
year after purchase, 3% on shares redeemed during the second or third
year after purchase, 2% on shares redeemed during the fourth or fifth year
after purchase and 1% on shares redeemed during the sixth year after
purchase. However, on Class B shares of the Fund which were (i)
purchased prior to December 1, 1994 or (ii) acquired in exchange from
Class B shares of other Davis Funds which were purchased prior to
December 1, 1994, the Fund will impose a deferred sales charge of 4% on
shares redeemed during the first calendar year after purchase; 3% on
shares redeemed during the second calendar year after purchase; 2% on
shares redeemed during the third calendar year after purchase; and 1% on
shares redeemed during the fourth calendar year after purchase, and no
deferred sales charge is imposed on amounts redeemed after four calendar
years from purchase. Class B shares will be subject to a maximum Rule
12b-1 fee at the annual rate of 1% of the class's average daily net asset
value.
Class B shares that have been outstanding for eight years will
automatically convert to Class A shares without imposition of a front-end
sales charge or exchange fee. (Conversion of pre December 1, 1994 Class
B shares represented by stock certificates will require the return of the
stock certificates to the Fund's transfer agent). The Class B shares so
converted will no longer be subject to the higher expenses borne by Class
B shares. Because the net asset value per share of the Class A shares may
be higher or lower than that of the Class B shares at the time of
conversion, although the dollar value will be the same, a shareholder may
receive more or less Class A shares than the number of Class B shares
converted. Under a private Internal Revenue Service Ruling such a
conversion will not constitute a taxable event under the federal income
tax law. In the event that this ceases to be the case, the Board of
Directors will consider what action, if any, is appropriate and in the best
interests of the Class B shareholders.
Any contingent deferred sales charge imposed upon the redemption
of Class B shares is a percentage of the lesser of (i) the net asset value of
the shares redeemed or (ii) the net cost of such shares. No contingent
deferred sales charge is imposed when you redeem amounts derived from
(a) increases in the value of shares above the net cost of such shares or
(b) certain shares with respect to which the Fund did not pay a
commission on issuance, including shares acquired through reinvestment
of dividend income and capital gains distributions. Upon request for
redemption, shares not subject to the contingent deferred sales charge
will be redeemed first. Thereafter, shares held the longest will be the
first to be redeemed.
The contingent deferred sales charge will be waived as follows: (1)
on redemptions following a shareholder's death or disability, as defined in
Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"); (2) on taxable periodic distributions from a qualified retirement
plan or IRA upon retirement or attainment of age 59-1/2 (e.g. the
applicable contingent deferred sales charge, if any, is imposed upon a
lump sum redemption at any age whether or not it is taxable) or
distribution necessary to make a tax-free return of contributions to avoid
tax penalty; (3) on redemptions made as tax-free returns of contributions
to avoid tax penalty; and (4) on redemptions pursuant to the right of the
Fund to liquidate a shareholder's account if the aggregate net asset value
of the shares held in such account falls below an established minimum
amount.
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EXHIBIT 18 (c)
EXCHANGE OF SHARES
General. You may exchange shares of the Fund for shares of the same
class of the other Davis Funds. This exchange privilege is a convenient
way to buy shares in other Davis Funds in order to respond to changes in
your goals or in market conditions. If such goals or market conditions
change, the Davis Funds offer a variety of investment objectives that
includes common stock funds, tax-exempt and corporate bond funds, and
money market funds. However, the Fund is intended as a long-term
investment and is not intended for short-term trades. Shares of a
particular class of the Fund may be exchanged only for shares of the same
class of another Davis Fund. All of the Davis Funds offer Class A and
Class B shares. The shares to be received upon exchange must be legally
available for sale in your state. The net asset value of the initial shares
being acquired must be at least $1,000 unless such exchange is under the
Automatic Exchange Program described below. There is a $5 service
charge payable to the Distributor for each exchange other than an exchange
under the Automatic Exchange Program.
Class A shares on which you have already paid a sales charge and
shares acquired by reinvestment of dividends or distributions on such
shares may be exchanged into another Davis Fund at relative net asset
value without any additional charge. If any Davis Fund shares being
exchanged are subject to an escrow or segregated account pursuant to the
terms of a Statement of Intention or a CDSC, such shares will be
exchanged at relative net asset value, but the escrow or segregated
account will continue with respect to the Davis Fund shares acquired in
the exchange. The terms of any CDSC to which any Class B shares are
subject at the time of exchange will continue to apply to any Class B
shares acquired upon exchange.
Before you decide to make an exchange, you must obtain the current
prospectus of the desired fund. Call your broker or the Adviser for
information and a prospectus for any of the other Davis Funds registered
in your state. Read the prospectus carefully. If you decide to exchange
your shares, send State Street a written unconditional request for the
exchange and follow the instructions regarding delivery of share
certificates contained in the section on "Redemption of Shares". A
signature guarantee is not required for such an exchange. However, if
shares are also redeemed for cash in connection with the exchange
transaction, a signature guarantee may be required. See "Redemption of
Shares". Your dealer may charge an additional fee for handling an exercise
of the exchange privilege.
An exchange involves both a redemption and a purchase, and normally
both are done on the same day. However, in certain instances such as
where a large redemption is involved, the investment of redemption
proceeds into shares of other Davis Funds may take up to seven days. For
federal income tax purposes, exchanges are treated as a sale and purchase.
Therefore, there will usually be a recognizable capital gain or loss due to
an exchange.
The number of times a shareholder may exchange shares among the
Davis Funds within a specified period of time may be limited at the
discretion of the Adviser. Currently, more than three exchanges out of a
fund during a twelve month period are not permitted without the prior
written approval of the Adviser. The Fund reserves the right to terminate
or amend the exchange privilege at any time upon such notice as is
required by applicable regulatory authorities (currently 60 days).
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By Telephone. You may exchange shares by telephone into accounts
with identical registrations. Please see the discussion of procedures in
respect to telephone instructions in the note under "Telephone Privilege"
which is also applicable to exchanges.
Automatic Exchange Program. The Fund also offers an automatic
monthly exchange program. All accounts established or utilized under this
program must have the same registration and a minimum initial value of
at least $250 and all subsequent investments must be at least $25. Each
month shares will be simultaneously redeemed and purchased at the
chosen fund's applicable offering price. If you would like to participate in
this program, you may use the appropriate designation on the Application
Form.
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