IMPORTANT...SEND IN YOUR PROXY
It is requested that you date, complete and sign the enclosed proxy and
return it promptly. This will save your fund the expense of follow-up
letters, telephone calls, etc. You may revoke your proxy in writing at any
time before the meeting or vote in person if you attend the meeting.
DAVIS NEW YORK VENTURE FUND, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
800-279-0279
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 16, 1996
--------------------------------
To the Shareholders of Davis New York Venture Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Davis New York Venture Fund, Inc. (the "Fund") will be held at the Sheraton
Inner Harbor Hotel, 300 South Charles Street, Baltimore, MD 21201 on
Wednesday, October 16, 1996, at 9:00 A.M., Baltimore time, for the
following purposes:
(1) To elect two directors, each to hold office for a term of five
years and until their successors shall have been duly elected and shall
have qualified;
(2) To consider a Sub-Advisory Agreement between Davis Selected
Advisers, L.P., the Investment Adviser of the Fund, and Davis Selected
Advisers - NY, Inc., an affiliate of the Adviser.
(3) To consider the ratification of the selection of Tait, Weller &
Baker as the Fund's auditors for the year ending July 31, 1997; and
(4) To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on September 6,
1996, will be entitled to notice of and to vote at the 1996 Annual Meeting
or any adjournment thereof.
By Order of the Board of Directors,
RAYMOND O. PADILLA
Secretary
Dated: September 21, 1996
- --------------------------------------------------------------------------------
WE NEED YOUR PROXY VOTE IMMEDIATELY. YOUR VOTE IS VITAL. BY LAW,
THE MEETING OF SHAREHOLDERS OF THE FUND SCHEDULED FOR OCTOBER 16,
1996 WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF
LESS THAN A MAJORITY OF THE VOTES ELIGIBLE TO BE CAST ARE
REPRESENTED. IN THAT EVENT, THE FUND, AT SHAREHOLDERS' EXPENSE,
WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR
COOPERATION. THANK YOU.
- --------------------------------------------------------------------------------
DAVIS NEW YORK VENTURE FUND, INC.
124 East Marcy Street
Santa Fe, New Mexico 87501
800-279-0279
PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON OCTOBER 16, 1996
This proxy statement, which will first be mailed to shareholders on
or about September 21, 1996, is furnished to the shareholders of Davis
New York Venture Fund, Inc. (the "Fund") in connection with the
solicitation of proxies by the Board of Directors of the Fund to be used at
the 1996 Annual Meeting of Shareholders to be held at the time and place
and for the purposes set forth in the accompanying notice, and at any
adjournment thereof (the "Meeting").
The costs of this solicitation will be borne by the Fund. This
solicitation is being made by mail, but may also be made by telephone,
telegraph and personal interviews by officers and personnel of Davis
Selected Advisers, L.P., (the "Adviser") or its general partner, Venture
Advisers, Inc., for which no additional compensation will be paid. The
Fund supplies custodians, nominees and fiduciaries with the Annual Report
and proxy materials for forwarding to the beneficial owners of the shares
held of record by such persons.
Any shareholder signing and returning a proxy may revoke the same
at any time prior to the exercise thereof by written notice delivered to
the Fund prior to its exercise, and any shareholder attending the Meeting
may vote in person whether or not he or she has previously returned a
proxy. Proxies which are returned but which are marked "Abstain" or on
which a broker has declined to vote on any proposal will be counted as
present for the purposes of a quorum, however, those shares will not be
counted as voted for purposes of determining the approval of any matter
submitted.
Shareholders of record at the close of business on September 6,
1996 (the "Record Date"), will be entitled to vote at the Meeting or any
adjournment thereof. The holders of a majority of the votes eligible to be
cast at the close of business on the Record Date present in person or
represented by proxy will constitute a quorum for the Meeting. Each dollar
of net asset value per share is entitled to one vote. As of the record date,
there were 171,905,490.771 shares outstanding of which
142,558,591.204 shares are Class A with a net asset value of $15.75 per
share, 20,667,042.767 shares are Class B with a net asset value of $15.58
per share and 8,679,856.800 shares are Class C with a net asset value of
$15.62 per share. The Fund knows of nothing that would require voting by
class and therefore all shareholders will vote in the aggregate.
Except as otherwise directed in your proxy, your proxy will be voted
for the election of all nominees for directors listed herein to hold office
as specified herein, for approval of the Sub-Advisory Agreement and for
the ratification of the selection of auditors.
ITEM 1: ELECTION OF DIRECTORS
Pursuant to the Fund's Articles of Incorporation and By-Laws, the
Board of Directors has been classified into five classes, three containing
three directors each and two containing two directors. Directors in each
class generally serve for five year terms following their election, with
the term of office of one of the five classes expiring each year. Directors
are elected by a plurality of votes cast at the meeting.
The terms of two of the thirteen current directors will expire at the
Meeting. Unless otherwise directed, the persons named in the enclosed
proxy will vote the shares represented thereby FOR the election of Wesley
E. Bass, Jr. and Edwin R. Werner as directors to each serve for a term of
five years and each until his successor shall have been duly elected and
qualified. Messrs. Bass and Werner have consented to be named and have
indicated their intent to serve if elected. Both nominees are currently
serving as directors. Mr. Bass has been a director since 1990 and Mr.
Werner has been a director since 1983.
The following table sets forth certain information as to each of the
directors of the Fund. All directors hold similar positions with three
other mutual funds managed by the Adviser: Davis High Income Fund, Inc.,
Davis Tax-Free High Income Fund, Inc. and Davis Series, Inc. In addition,
Messrs. Proyect, Davis and Biggs are Directors of Davis International
Series, Inc. and Messrs. Proyect and Davis are also Directors of Selected
American Shares, Inc. and Selected Special Shares, Inc., and Trustees of
Selected Capital Preservation Trust, which are also managed by the
Adviser.
Name, Date of Birth and Business TERM OWNED AS % OF CLASS A
Experience During the Past 5 Years EXPIRES OF 9/6/96 OWNED
- ---------------------------------- ------- --------- -----
Wesley E. Bass, Jr. 08/21/31 1996 1,405.704 0.001
Director of the Fund since 1990;
President, Bass & Associates
(financial consulting firm); and
Executive Vice President, Chicago
Title and Trust Company.
*Jeremy H. Biggs 08/16/35 2000 30,848.397 0.022
Director and Chairman of the Fund
since July 31, 1995; Director, Van
Eck Funds; 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. Shareholder of 1%
of Venture Advisers, Inc. (the sole
general partner of the investment
adviser).
Marc P. Blum 09/09/42 1998 1,304,260.402 0.915
Director of the Fund since 1986; Chief
Executive Officer, World Total Return
Fund, L.P.; Member, Gordon, Feinblatt,
Rothman, Hoffberger and Hollander, LLC
(attorneys); Director, Mid-Atlantic
Realty Trust.
*Shelby M.C. Davis 03/20/37 1997 35,201.103 0.025
Director of the Fund since 1983;
Employee of Capital Ideas, Inc.
(financial consulting firm); Director,
Chief Executive Officer and Chairman,
Venture Advisers, Inc.; Consultant to
Fiduciary Trust Company International;
Director, Shelby Cullom Davis Financial
Consultants, Inc. Shareholder of 98% of
Venture Advisers, Inc.
Eugene M. Feinblatt 10/28/19 1999 1,109,694.847 0.778
Director of the Fund since 1987; of
Counsel, Gordon, Feinblatt, Rothman,
Hoffberger and Hollander, LLC (attorneys).
Jerry D. Geist 05/23/34 1998 2,074.400 0.001
Director of the Fund since 1986;
Chairman, Santa Fe Center Enterprises;
President and Chief Executive Officer,
Howard Energy International Utilities,
Director, CH2M-Hill, Inc.
D. James Guzy 03/07/36 1997 2,430.156 0.002
Director of the Fund since 1982;
Chairman, PLX Technology, Inc.
(manufacturer of semi-conductor circuits);
Director, Intel Corp. (manufacturer of
semi-conductor circuits), Cirrus Logic
Corporation (a manufacturer of semi-
conductor circuits) and Alliance Technology
Fund (mutual fund).
G. Bernard Hamilton 03/18/37 1999 5,881.465 0.004
Director of the Fund since 1978;
Managing General Partner, Avanti
Partners, L.P.
LeRoy E. Hoffberger 06/08/25 1999 2,680,485.069 1.880
Director of the Company since 1988;
of Counsel to Gordon, Feinblatt,
Rothman, Hoffberger and Hollander,
LLC (attorneys); Chairman, Mid-Atlantic
Realty Trust; Director and President,
CPC, Inc., (Real Estate Co.), Director
and Vice President, Merchants Terminal
Corporation; formerly, Director,
Equitable Bankcorporation, Equitable
Bank, and Maryland National Bank.
Laurence W. Levine 04/09/31 2000 4,371.390 0.003
Director of the Fund from 1969 to 1983
and again since 1984. Partner, Bigham,
Englar, Jones & Houston (attorneys);
United States Counsel to Aerolineas
Argentina; Director, various private
companies.
*Martin H. Proyect 10/24/32 1998 5,778.929 0.004
Director of the Fund since 1968;
Formerly, Chairman of the Fund and
Davis Series, Inc. and Chairman and
President of Davis High Income Fund,Inc.,
Davis Tax-Free High Income Fund, Inc.
and Davis International Series, Inc.,
until July 31, 1995. Until August 15, 1
995, Chairman and Treasurer, Venture
Advisers, Inc., the sole General Partner
of the Adviser. Shareholder of 1% of
Venture Advisers, Inc.
Christian R. Sonne 05/06/36 1997 101,468.928 0.071
Director of the Fund since 1990; General
Partner, Tuxedo Park Associates (a land
holding and development firm); President
and Chief Executive Officer, Mulford
Securities Corporation (private investment
fund) until 1990; formerly, Vice President
of Goldman Sachs & Company (an investment
bank).
Edwin R. Werner 04/01/22 1996 5,060.785 0.004
Director of the Fund since 1983; Director,
Novacare, Inc. and New York Blood Center.
The directors considered by the Fund to be "interested persons" of the
Fund, as defined in the Investment Company Act of 1940, are each noted
above by a single asterisk. Mr. Davis is an "interested person" by reason
of his positions with the Fund and the Adviser and his ownership in
Venture Advisers, Inc., the sole general partner of the Adviser. Messrs.
Proyect and Biggs are "interested persons" because of their stock
ownership in Venture Advisers, Inc. The other directors are hereinafter
referred to as the "Non-interested Directors."
Jeremy H. Biggs' holdings include 7,553.622 shares, owned by his
wife, all of which could be deemed to be beneficially owned by Mr. Biggs.
Mr. Biggs disclaims beneficial ownership of all such shares. Marc P.
Blum's holdings include 651,147.261 shares, owned by a partnership of
which he is one of three general partners, 621,987.851 shares, with
respect to which he is sole trustee and 28,988.336 shares, with respect
to which he acts as attorney. Mr. Blum disclaims beneficial ownership of
shares with respect to which he is trustee or attorney. Eugene M.
Feinblatt's holdings include 944,975.634 shares, owned by his wife, all of
which could be deemed to be beneficially owned by Mr. Feinblatt. Mr.
Feinblatt's holdings also include 161,934.218 shares, with respect to
which he acts as trustee. Mr. Feinblatt disclaims beneficial ownership of
all such shares. LeRoy E. Hoffberger's holdings include 2,449,376.670
shares, with respect to which he acts as trustee. Mr. Hoffberger
disclaims beneficial ownership of all such shares. Christian R. Sonne's
holdings include 4,038.843 shares owned by his wife, all of which could
be deemed to be beneficially owned by Mr. Sonne. Mr. Sonne's holdings also
include 72,300.272 shares with respect to which he acts as trustee. Mr.
Sonne disclaims beneficial ownership of all such shares. Mr. Sonne's
holdings do not include 116,624.859 shares held in a trust under which he
is an income beneficiary and with respect to which he has no voting or
investment powers.
As of September 6, 1996, the Fund's directors and officers as a
group were deemed to beneficially own 5,339,147.716 Class A shares,
constituting approximately 3.745% of such Class, including
4,291,155.446 shares with respect to which certain directors disclaim
beneficial ownership. In addition, the Adviser's employees as a group
own 22,448.862 Class A shares under a Profit Sharing and Money Purchase
Pension Plan. Such shares constitute approximately .0002% of such Class.
Directors and officers do not own Class B or Class C shares.
OTHER INFORMATION REGARDING DIRECTORS
Directors' Compensation Schedule
During the fiscal year ended July 31, 1996, the compensation paid to
the directors who are not considered to be interested persons of the Fund
was as follows:
Aggregate Fund Total Complex
Name Compensation Compensation
- ---- ----------- ------------
Wesley E. Bass 7,375 24,250
Marc P. Blum 7,200 23,550
Eugene M. Feinblatt 6,400 20,900
Jerry D. Geist 6,300 20,550
D. James Guzy 7,250 23,700
G. Bernard Hamilton 7,150 23,300
LeRoy E. Hoffberger 7,150 23,500
Laurence W. Levine 7,150 23,500
Christian R. Sonne 7,250 23,450
Edwin R. Werner 7,150 23,300
Complex compensation is the aggregate compensation paid, for
services as a Director, by all mutual funds with the same investment
adviser.
During the last fiscal year, the Board of Directors held four
meetings. The Board of Directors has an Audit Committee, whose current
members are Messrs. Bass, Blum, Feinblatt, Levine, Guzy, Hoffberger and
Sonne. The functions of the Committee include (i) making
recommendations to the Board of Directors as to which firm of
independent public accountants will be selected by the Board of Directors
(subject to shareholder ratification); (ii) meeting with the auditors and
reviewing the methods, scope and results of audits and the fees charged;
and (iii) reviewing the adequacy of the Fund's internal accounting
procedures and controls. The Audit Committee met three times in the
Fund's last fiscal year and all members were present.
The Board of Directors has a Nominating Committee, whose current
members are Messrs. Geist, Guzy, Blum, Sonne, Werner and Hamilton. The
Committee met one time in the Fund's last fiscal year and all members
were present at that meeting. The function of the Committee is to make
recommendations to the Board of Directors as to possible nominees for
the Board of Directors. The Committee will consider nominees
recommended by shareholders. To submit recommendations, a shareholder
may write to the Nominating Committee at the Fund's address at the head
of this proxy statement, giving the name of and background information
concerning the person recommended.
The Board of Directors does not have a compensation committee.
ITEM 2: APPROVAL OF SUB-ADVISORY AGREEMENT
The Fund's Adviser and national distributor is Davis Selected
Advisers, L.P. located at 124 East Marcy Street, Santa Fe, New Mexico
87501. Its sole General Partner is Venture Advisers, Inc. Shelby M.C.
Davis is the chief executive officer and controlling shareholder of the
General Partner.
Davis Selected Advisers - NY, Inc. ("DSA-NY"), an affiliate of the
Adviser, located at 609 Fifth Avenue, New York, New York 10017, will
enter into a Sub-Advisory Agreement (the "Agreement") with the Adviser,
whereby DSA-NY will perform research and portfolio management
functions for the Fund. The Agreement is set forth in full as Exhibit A
hereto. The Agreement was approved by the Board of Directors of the Fund
(including a majority of the directors who are not parties to the
Agreement, have no financial interest in the Agreement and are not
"interested persons" (as defined in the Investment Company Act of 1940)
of any party to the Agreement (the "Independent Directors")) on July 29,
1996 and will take effect on the later of December 1, 1996 or the first
business day after it receives shareholder approval. DSA-NY will begin
providing services on the effective date of the agreement. In addition, to
be effective, the Agreement must be approved by a majority of the eligible
votes, which means the affirmative vote of the lesser of:
(i) 67% of such votes if the holders of more than 50% of the total
eligible votes are present or represented by proxy or (ii) more than
50% of the total eligible votes (hereafter such vote is a "majority
vote of the shareholders").
Under the Agreement, DSA-NY will perform research and portfolio
management services as requested by the Adviser. DSA-NY will be
responsible for complying with stated policies and applicable laws,
including compliance with the Adviser's Code of Ethics. In lieu of a
sub-advisory fee, the Adviser will pay DSA-NY all reasonable direct and
indirect costs associated with the maintenance of an office and the
performance of the terms of the Agreement. Pursuant to a contract with
the Fund dated April 15,1993, the Adviser is paid a fee based on the Fund's
average daily net assets at the annual rate of 0.75% of the first $250
million, 0.65% of the next $250 million and 0.55% of the average daily net
assets in excess of $500 million. Effective December 1, 1996, additional
breakpoints will be added as follows: 0.54% of the average net assets on
assets between $3 billion and $4 billion, 0.53% of the next $1 billion,
0.52% of the next $1 billion, 0.51% of the next $1 billion and 0.50% of the
amount of such assets in excess of $7 billion. All the fees paid to DSA-NY
will be paid by the Adviser and not the Fund. The fees paid by the Fund
will not be affected by the Agreement. As of August 30, 1996, the net
assets of the Fund were $2,679,428,394 and management fees paid by the
Fund to the Adviser for the fiscal year ended July 31, 1996 were
$12,351,657.
If approved, the Agreement will initially remain in effect for a
period not exceeding two years. Thereafter, it continues in force
year-to-year provided that such continuance is approved by the Fund's
Board of Directors, including a majority of the Independent Directors. The
Agreement will terminate in the event of its assignment (as defined in the
Investment Company Act of 1940) or in the event of the termination of the
investment advisory agreement with the Adviser. It may be terminated,
without penalty upon 60 days prior written notice by the Adviser, by the
Board of Directors of the Fund, by majority vote of the shareholders or by
DSA-NY.
DSA-NY, a wholly-owned subsidiary of the Adviser, was organized in
1996. An application for registration as an investment adviser with the
Securities and Exchange Commission is pending and will become effective
prior to the effective date of the Agreement. Christopher C. Davis is the
Chief Executive Officer and President; Carl R. Luff is the Treasurer and
Vice President; Eileen R. Street is Secretary and Vice President; and
Edward A. Leskowicz, Andrew A. Davis and Russell O. Wiese are Vice
Presidents of DSA-NY. Shelby M.C. Davis, Christopher C. Davis, Andrew A.
Davis, Carl R. Luff and Russell O. Wiese are the directors of DSA-NY.
DSA-NY's offices are located in New York. The Adviser's offices are
located in Santa Fe, New Mexico. The Adviser and the Board of Directors
believe it is advantageous to the Fund to have this Agreement, which will
enable the Adviser, through the Sub-Adviser, to attract additional,
experienced personnel to perform services on behalf of the Fund but who
desire to remain in the vicinity of New York City. The Boards of Directors
of the other funds managed by the Adviser (Davis Series, Inc., Davis High
Income Fund, Inc., Davis Tax-Free High Income Fund, Inc., Davis
International Series, Inc., Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust, Inc.) have
approved identical agreements and the shareholders of such funds will be
voting on the agreements in the coming months. The proposal does not
involve any changes in the investment objectives or policies of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS
APPROVAL OF THE SUB-ADVISORY AGREEMENT
ITEM 3: SELECTION OF AUDITORS
Tait, Weller & Baker (the "Firm") was selected by the Board of
Directors, including a majority of the Non-interested Directors, as the
certified public accountants and auditors of the Fund for the fiscal year
ending July 31, 1997, and such selection is being submitted to the
shareholders for ratification or rejection at the Meeting. The Firm also
acts as independent certified public accountants and auditors of the
Adviser and of Davis High Income Fund Inc., Davis Series, Inc., Davis
Tax-Free High Income Fund, Inc., Davis International Series, Inc., Selected
American Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust, the other mutual funds which the Adviser manages and
for which it serves as distributor. The Firm has informed the Board of
Directors that it has no direct or indirect financial interest in the Fund or
any of the above named companies. A representative of the Firm is
expected to be at the Meeting and will have the opportunity to make a
statement and to respond to appropriate questions. In connection with its
audit function, the Firm will audit the annual report and review the Fund's
post-effective amendment to its registration statement filed with the
Securities and Exchange Commission (the "SEC"). In addition, the Firm may
review the Fund's federal, state and local tax returns and the Fund's annual
report filed with the SEC. The ratification of the selection of auditors
requires the vote of the holders of a majority of the votes present or
represented at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE TO
APPROVE THE SELECTION OF AUDITORS.
MISCELLANEOUS
Certain Shareholders of the Fund
As of the Record Date, Shelby Cullom Davis & Co., 70 Pine Street,
New York, NY 10270-0002 was the record owner of 12,401,196.138 Class
A shares constituting 8.70% of such Class. Merrill Lynch Trust Co. TTEE,
FBO Qualified Retirement Plans, 400 Atrium Drive 4th Floor, Somerset NJ,
08873-4102, held 7,725,237.281 Class A shares constituting 5.42% of
such Class. Merrill Lynch Pierce Fenner & Smith, Mutual Fund Operations,
4800 Deerlake Drive East, 3rd Floor, Jacksonville, FL 32246-6484, was
the record owner of 10,694,199.994 Class A shares, 6,742,724.860 Class
B shares and 3,639,104.000 Class C shares constituting 7.50%, 32.63% and
41.93%, respectively of each such class. As of the Record Date, no other
persons owned of record or, to the knowledge of the Fund, owned
beneficially more than five percent of the outstanding Class A, Class B or
Class C shares of the Fund.
Other Matters
The Board of Directors knows of no matters which are to be brought
before the 1996 Annual Meeting other than as set forth above. However, if
any other matters properly come before the 1996 Annual Meeting, the
persons named in the enclosed form of proxy intend to vote such proxy
with their best judgment on such matters.
Shareholder Proposals for 1997 Annual Meeting
Any shareholder wishing to submit a proposal for the Fund's 1997
Annual Meeting of shareholders must make sure the proposal is received in
proper form at the office of the Fund, 124 East Marcy Street, Santa Fe,
New Mexico 87501, by May 18, 1997. To be included, such proposal must
be made in compliance with Rule 14a-8 of the Securities Exchange Act of
1934.
Shareholder Report
A SHAREHOLDER MAY, WITHOUT CHARGE, RECEIVE A COPY OF THE ANNUAL
REPORT FOR THE FISCAL YEAR ENDED JULY 31, 1996 BY CALLING TOLL FREE
1-800-279-0279 OR WRITING TO THE FUND AT THE ADDRESS NOTED ABOVE.
EXHIBIT A
Davis Selected Advisers - NY, Inc.
609 Fifth Avenue
New York, NY 10017
Re: Sub-Advisory Agreement for Davis New York Venture Fund, Inc.
This is to confirm that Davis Selected Advisers, L.P. (the "Adviser") is
retaining Davis Selected Advisers - NY, Inc. ("DSA-NY") as investment
sub-adviser for the portfolio of Davis New York Venture Fund, Inc. (the
"Fund").
The terms and conditions of your retention are as follows:
1. DSA-NY shall act as an investment sub-adviser for the Fund and will
provide such investment management and research services as the Adviser
shall request subject to the general supervision of the Board of Directors
of the Fund, Davis Selected 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. DSA-NY
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 DSA-NY any amendments, changes or additions of or to these
documents.
2. DSA-NY 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. DSA-NY shall be an independent contractor. Unless otherwise expressly
provided or authorized hereunder, or by the Board of Directors of the Fund,
DSA-NY 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 transactions with affiliated broker/dealers comply
with Rule 17e-1 of the 1940 Act.
4. DSA-NY shall provide the Adviser with any reports, analyses or other
documentation the Adviser requests 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.
DSA-NY agrees, directly or through an agent, to provide daily information
in respect to any portfolio transactions of the Fund to the Adviser. DSA-NY
agrees to provide all documentation reasonably required by the Adviser to
maintain the 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. DSA-NY 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. DSA-NY 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 independent public
accountants or appropriate regulatory authorities. DSA-NY 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 DSA-NY has authorized to
give written and/or oral instructions to the Adviser and the Fund
custodian.
5. DSA-NY 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. In addition, personnel of DSA-NY, at the request of the Adviser,
will attend other meetings to be scheduled at mutually convenient times.
6. DSA-NY agrees to provide all office facilities, equipment and personnel
needed for carrying out its duties hereunder at its own expense. In
addition, DSA-NY shall, if requested by the Adviser or the Fund, 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 DSA-NY's services are not to be deemed exclusive and
DSA-NY 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, DSA-NY, its
officers, directors and employees shall not be subject to liability for any
act or omission in the cause of, or connected with, rendering services
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 DSA-NY 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 such costs may be included in the arbitrator's award.
9. As investment sub-adviser, DSA-NY 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. DSA-NY agrees to adopt and comply with the "Code
of Ethics of and for Davis Selected 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 parties acknowledge that DSA-NY is controlled by or under
common control with the Adviser. The Adviser shall pay DSA-NY all
reasonable direct and indirect costs associated with the maintenance of
an office and the performance of the terms of this Agreement. The
Adviser shall also reimburse expenses expressly approved for
reimbursement by the Adviser. Payment for DSA-NY's services and
reimbursement of expenses approved by the Adviser shall be made
monthly, in arrears, by the 15th day of the following month.
11. This Agreement shall become effective on the later of December 1,
1996 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, DSA-NY 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
DSA-NY by the Adviser or upon such sixty (60) days' written notice to
DSA-NY 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 sixty (60) days' written notice by DSA-NY 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
DSA-NY'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
DSA-NY shall immediately cease all activities in connection with the Fund
except as otherwise directed by the Adviser.
13. DSA-NY agrees that it shall abide by the terms of the agreement of the
Adviser with the Fund as to the names of the Fund and the Adviser and
shall not use the name of the Adviser or the Fund without the prior
written consent of the Adviser or the Fund.
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. This 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,
Davis Selected Advisers, L.P.
By Venture Advisers, Inc.,
General Partner
By:_________________________
Its:_________________________
Accepted and Approved this 16th day of October, 1996
Davis Selected Advisers - NY, Inc.
By:__________________________
Its:__________________________
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
WITH FOR ALL
FOR HOLD EXCEPT
/_/ /_/ /_/
1. The election of Directors:
The year following the name of each
nominee is the year his term would
expire, if elected.
Wesley E. Bass, Jr. (2001) and Edwin R. Werner (2001)
If you do not wish to vote "FOR" a particular nominee, mark the
"For All Except" box and strike a line through that nominee's
name. Your vote shall be counted for the remaining nominee.
Record Date Net Asset Value:
For Against Abstain
2. Proposal to consider a Sub-Advisory Agreement /_/ /_/ /_/
between Davis Selected Advisers, L.P. and Davis
Selected Advisers - NY, Inc.
For Against Abstain
3. Proposal to ratify the selection of Tait, /_/ /_/ /_/
Weller & Baker as independent public accountants
and auditors of the Fund for the fiscal year
ending July 31, 1997.
For Against Abstain
4. In their discretion to transact such other matters /_/ /_/ /_/
as may properly come before the meeting or any
adjournment or adjournments thereof.
I hereby ratify all that said proxies or their substitutes may do by virtue
hereof. The Net Asset Value represented hereby will be voted as specified.
If no specification is indicated, the Net Asset Value will be voted in favor
of all proposals.
Mark box at right if comments or address change has been noted on /_/
the reverse side of this card.
Date
Please be sure to sign and date this Proxy ----
- ------------------------------------------
- --------Shareholder sign here-----------Co-owner sign here
DETACH CARD
PROXY PROXY
DAVIS NEW YORK VENTURE FUND, INC.
Proxy for Annual Meeting of Shareholders to be held October 16, 1996
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints CARL R. LUFF and ANDREW A. DAVIS, and
each of them, the proxies of the undersigned with full power of
substitution, to vote at the Fund's Annual Meeting to be held at the
Sheraton Inner Harbor Hotel, 300 South Charles Street, Baltimore, MD
21201, on October 16, 1996, at 9:00 A.M., Baltimore time, and at any
adjournment thereof, all of the stock the undersigned is entitled to vote
as specified on the reverse.
Please return your vote in the enclosed envelope. Place the ballot so that
the return address, located on the reverse side of this card, appears
through the window of the envelope.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
______________________________________ _____________________________________
______________________________________ _____________________________________
______________________________________ _____________________________________
