DAVIS NEW YORK VENTURE FUND INC, 485BPOS, 2000-11-30

DAVIS NEW YORK VENTURE FUND INC
485BPOS, 2000-11-30

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
REGISTRATION NO. 2-29858
POST-EFFECTIVE AMENDMENT NO. 61

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-1701
AMENDMENT NO. 36

DAVIS NEW YORK VENTURE FUND, INC.

2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
(1-520-434-3771)

Agents For Service: Thomas D. Tays, Esq.
Davis Selected Advisers, L.P.
2949 East Elvira Road, Suite 101
Tucson, AZ 85706
(520) 434-3771

-or-

Arthur Don, Esq.
D'Ancona & Pflaum
111 East Wacker Drive
Suite 2800
Chicago IL 60601-4205
(1-312-602-2048)

It is proposed that this filing will become effective:
[ ] Immediately upon filing pursuant to paragraph (b)
[X] On December 1, 2000 , pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On ____________, pursuant to paragraph (a) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2)
<PAGE>

[ ] On_______________, pursuant to paragraph (a)(2) of Rule 485

Title of Securities being Registered: Common Stock of:

(1) DAVIS NEW YORK VENTURE FUND
(2) DAVIS GROWTH & INCOME FUND

FORM N-1A

DAVIS NEW YORK VENTURE FUND, INC.
CLASS A, CLASS B AND CLASS C SHARES

POST-EFFECTIVE AMENDMENT NO. 61 TO REGISTRATION
STATEMENT NO. 2-29858 UNDER THE SECURITIES ACT OF 1933
AND AMENDMENT NO. 36 UNDER THE INVESTMENT COMPANY ACT
OF 1940 TO REGISTRATION STATEMENT NO. 811-1701.

CROSS REFERENCE SHEET
---------------------

N-1A
ITEM NO. PART A CAPTION OR PLACEMENT: PROSPECTUS FOR CLASS ABC SHARES
-------- ---------------------------- -------------------------------
(Both Davis New York Venture Fund and Davis Growth & Income
Fund prospectuses are organized in the same manner.)

1 Front and Back Cover pages
2, 4 Risk Spectrum;
Overview of the Fund:
Investment Objective and Strategy
Principal Risks
Fund Performance
3 Overview of the Fund: Fees and Expenses
5 2000 Annual Report
6. Who is Responsible for Your Davis Account
7. Once You Invest in the Fund
How to Open an Account
How to Buy, Sell and Exchange Shares
8 How to Choose a Share Class
9 Overview of the Fund: Financial Highlights

N-1A
ITEM NO. PART A CAPTION OR PLACEMENT: PROSPECTUS FOR CLASS Y SHARES
-------- ---------------------------- -----------------------------
(Both Davis New York Venture Fund and Davis Growth & Income
Fund prospectuses are organized in the same manner.)

1 Front and Back Cover pages
2, 4 Risk Spectrum;

<PAGE>

Overview of the Fund:
Investment Objective and Strategy
Principal Risks
Fund Performance

3 Overview of the Fund: Fees and Expenses
5 2000 Annual Report
6 Who is Responsible for Your Davis Account
7 Once You Invest in the Fund
How to Open an Account
How to Buy, Sell and Exchange Shares
8 Not Applicable
9 Overview of the Fund: Financial Highlights

N-1A
ITEM NO. PART B CAPTION OR PLACEMENT:
-------- ----------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
(a single SAI covers both Davis New York Venture Fund and
Growth & Income Fund. The single SAI covers Class A,
B, C and Y shares)

10 Cover Page
11 Organization of the Company
12 Portfolio Securities
Other Investment Practices
Investment Restrictions
13 Directors and Officers
Directors Compensation Table
14 Certain Shareholders of the Fund
15 Investment Advisory Services
Distribution of Company Shares
Other Important Service Providers
16 Portfolio Transactions
17 Organization of the Company
18 Purchase of Shares
Telephone Privilege
Exchange of Shares
Redemption of Shares
19 Federal Income Taxes
20 Distribution of Company Shares
21 Performance Data
22 Annual Report Incorporated by Reference

<PAGE>

DAVIS NEW YORK VENTURE FUND

Prospectus and Application Form

Class A shares
Class B shares
Class C shares

December 1, 2000

The Securities and Exchange Commission has not approved or disapproved of these
securities. The Securities and Exchange Commission has not determined whether
this prospectus is accurate or complete. Anyone who tells you otherwise is
committing a crime.

Over 25 Years Of Reliable Investing(R)

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TABLE OF CONTENTS

Overview of the Fund
Investment Objective and Strategy
Determining If This Fund Is Right for You
Principal Risks
Past Performance
Fees and Expenses of the Fund
Financial Highlights

Who Is Responsible for Your Davis Account

How We Manage the Fund

Once You Invest in Davis Funds

Privacy Notice

How to Choose a Share Class

How to Open an Account

How to Buy, Sell and Exchange Shares

Davis Funds: Over 25 Years of Reliable Investing(R)

Other Fund Documents

<PAGE>

OVERVIEW OF DAVIS NEW YORK VENTURE FUND

INVESTMENT OBJECTIVE AND STRATEGY

Davis New York Venture Fund's investment objective is growth of capital.

The Fund invests primarily in common stock of U.S. companies with market
capitalization of at least $5 billion.

Our portfolio managers use the Davis investment philosophy to select common
stock of quality, overlooked growth companies at value prices and to hold them
for the long term. We look for companies with sustainable growth rates selling
at modest price-earnings multiples that we hope will expand as other investors
recognize the company's true worth. We believe that if you combine a sustainable
growth rate with a gradually expanding multiple, these rates compound and can
generate returns that could exceed average returns earned by investing in large
capitalization domestic stocks. We consider selling a company if the company no
longer exhibits the characteristics that we believe foster sustainable long-term
growth, minimize risk and enhance the potential for superior long-term returns.

Please see the inside back cover page of this prospectus to learn about the
Davis investment philosophy.

DETERMINING IF THIS FUND IS RIGHT FOR YOU

YOU SHOULD CONSIDER INVESTING IN THIS FUND IF:
o You are seeking long-term growth of capital.

o You are more comfortable with established, well-known companies.

o You are investing for the long term (five years or more).

YOU SHOULD NOT INVEST IN THIS FUND IF:
o You are worried about the possibility of sharp price swings and dramatic
market declines.

o You are interested in earning current income.

o You are investing for the short term (less than five years).

PRINCIPAL RISKS

If you buy shares of Davis New York Venture Fund, you may lose some or all of
the money that you invest. The investment return and principal value of an
investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost. This section
describes what we think are the most significant factors that can cause the
Fund's performance to suffer.

o MARKET RISK. The market value of shares of common stock can change rapidly
and unpredictably as a result of political or economic events having little
or nothing to do with the performance of the companies we invest in.

o COMPANY RISK. The market values of a common stock vary with the success or
failure of the company issuing the stock. As a result, the success of the
companies in which the Fund invests largely determines the Fund's long-term
performance.

3
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An investment in Davis New York Venture Fund is not a bank deposit and is not
insured or guaranteed by any bank, the Federal Deposit Insurance Corporation or
any other government agency.

You can find more detailed information about the risks of the Fund's particular
investments in the section called HOW WE MANAGE THE FUND.

PAST PERFORMANCE

The bar chart and the table below provide an indication of the risks of
investing in Davis New York Venture Fund by showing changes in the Fund's
year-to-year performance and by showing how the Fund's average annual returns
for one, five and 10 years compare to those of the S&P 500(R), a widely
recognized unmanaged index of stock performance. How the Fund has performed in
the past is not necessarily an indication of how the Fund will perform in the
future.

DAVIS NEW YORK VENTURE FUND
TOTAL RETURN OVER THE LAST 10-YEAR PERIOD
(As of December 31st of each year)
CLASS A SHARES

1990 (2.90%)
1991 40.55%
1992 12.18%
1993 16.09%
1994 (1.93%)
1995 40.56%
1996 26.54%
1997 33.68%
1998 14.73%
1999 17.59%

During the period shown above, the highest quarterly return was 21.36% for the
fourth quarter of 1998, and the worst quarterly return was (14.43)% for the
third quarter of 1998. Year-to-date performance as of 10/31/00 (unannualized)
was 9.08%.

The bar chart does not reflect any sales charges. Total return would have been
less if it reflected those charges. The return for the other classes of shares
offered by this prospectus will differ from the Class A returns shown in the
chart, depending on the expenses of that class.

4
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DAVIS NEW YORK VENTURE FUND
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 1999)

--------------------------------------------------------------------------------------------
PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS LIFE
OF CLASS
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A sHARES* 12.00% 25.01% 18.19% 14.95%
(SINCE 2/17/69)
--------------------------------------------------------------------------------------------
S&P 500 INDEX 21.04% 28.51% 18.17% 13.01%
--------------------------------------------------------------------------------------------
CLASS B SHARES* 12.59% 24.83% NA 25.09%
(SINCE 12/1/94)
--------------------------------------------------------------------------------------------
S&P 500 INDEX 21.04% 28.51% NA 28.74%
--------------------------------------------------------------------------------------------
CLASS C SHARES* 15.64% 25.11% NA 24.95%
(SINCE 12/20/94)
--------------------------------------------------------------------------------------------
S&P 500 INDEX 21.04% 28.51% NA 28.61%
--------------------------------------------------------------------------------------------
</TABLE>

* Figures reflect sales charges.

FEES AND EXPENSES OF THE FUND

FEES YOU MAY PAY AS A DAVIS NEW YORK VENTURE FUND SHAREHOLDER
(Paid Directly from Your Investment)

------------------------------------------------------------------------------------------------------------------
CLASS A SHARES CLASS B SHARES CLASS C SHARES
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a 4.75% None None
percentage of offering price)
------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) Imposed on Redemptions 0.75% 4.00% 1.00%
(as a percentage of the lesser of the net asset value of the
shares redeemed or the total cost of such shares)
------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None None
------------------------------------------------------------------------------------------------------------------
Exchange Fee None None None
------------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES FOR FISCAL YEAR ENDED JULY 31, 2000
(Deducted from the Fund's Assets)

--------------------------------------------------------------------------------------------
CLASS A SHARES CLASS B SHARES CLASS C SHARES
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.52% 0.52% 0.52%
--------------------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.23% 1.00% 1.00%
--------------------------------------------------------------------------------------------
Other Expenses 0.13% 0.19% 0.17%
--------------------------------------------------------------------------------------------
Total Annual Operating Expenses 0.88% 1.71% 1.69%
--------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods
indicated. The example also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, your costs--based on these
assumptions--would be:

-------------------------------------------------------------------------------------------
IF YOU SELL YOUR SHARES IN... 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES $561 $742 $939 $1,508
-------------------------------------------------------------------------------------------
CLASS B SHARES $574 $839 $1,128 $1,696*
-------------------------------------------------------------------------------------------
CLASS C SHARES $272 $533 $918 $1,998
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
IF YOU STILL HOLD YOUR 1 YEAR 3 YEARS 5 YEARS 10 YEARS
SHARES AFTER...
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES $561 $742 $939 $1,508
-------------------------------------------------------------------------------------------
CLASS B SHARES $174 $539 $928 $1,696*
-------------------------------------------------------------------------------------------
CLASS C SHARES $172 $533 $918 $1,998
-------------------------------------------------------------------------------------------
</TABLE>

* Class B shares expenses for the 10-year period include two years of Class A
shares expenses, since Class B shares automatically convert to Class A shares
after eight years.

FINANCIAL HIGHLIGHTS

These tables are designed to show you the financial performance of Davis New
York Venture Fund for the past five years, assuming that all dividends and
capital gains have been reinvested. Some of the information reflects financial
results for a single Fund share. The total returns represent the rate that an
investor would have earned (or lost) money on an investment in the Fund.

KPMG LLP has audited the information for fiscal years 1998, 1999 and 2000. KPMG
LLP's report, along with the Fund's financial statements, is included in the
annual report, which is available upon request. Another accounting firm audited
the information for the previous fiscal years.

6
<PAGE>

DAVIS NEW YORK VENTURE FUND
Financial highlights
CLASS A

================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............ $ 27.73 $ 24.31 $ 22.91 $ 15.24 $ 14.56
------- ------- ------- ------- -------

Income From Investment Operations
---------------------------------
Net Investment Income...................... 0.08 0.14 0.20 0.18 0.20
Net Realized and Unrealized Gains.......... 3.45 3.87 2.26 8.37 1.64
------- ------- ------- ------- -------
Total From Investment Operations......... 3.53 4.01 2.46 8.55 1.84

Dividends and Distributions
---------------------------
Dividends from Net Investment Income....... -(4) (0.11) (0.23) (0.18) (0.15)
Distributions from Realized Gains.......... (0.62) (0.48) (0.83) (0.70) (1.01)
------- ------- ------- ------- -------
Total Dividends and Distributions........ (0.62) (0.59) (1.06) (0.88) (1.16)
------- ------- ------- ------- -------

Net Asset Value, End of Period.................. $ 30.64 $ 27.73 $ 24.31 $ 22.91 $ 15.24
======= ======= ======= ======= =======

Total Return(1)................................. 12.99% 16.85% 11.16% 57.83% 13.04%
---------------

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000,000 omitted) $9,539 $7,443 $6,458 $4,055 $2,151
Ratio of Expenses to Average Net Assets.... 0.88% 0.90% 0.91% 0.89% 0.87%(2)
Ratio of Net Investment Income to Average
Net Assets............................... 0.31% 0.56% 0.80% 0.98% 1.30%
Portfolio Turnover Rate(3)................. 29% 25% 11% 24% 19%
</TABLE>

(1) Assumes hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal
period. Sales charges are not reflected in the total returns.

(2) In 1996, the ratio of expenses to average net assets included the reduction
of custodian fees.

(3) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation.

(4) Less than $0.005 per share.

7
<PAGE>

DAVIS NEW YORK VENTURE FUND
Financial highlights
CLASS B
================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............... $ 27.25 $ 24.00 $ 22.64 $ 15.08 $ 14.43
------- ------- ------- ------- -------

Income From Investment Operations
---------------------------------
Net Investment Income (Loss).................. (0.23) (0.14) 0.01 0.01 0.04
Net Realized and Unrealized Gains............. 3.45 3.87 2.23 8.29 1.62
------- ------- ------- ------- -------
Total From Investment Operations............ 3.22 3.73 2.24 8.30 1.66

Dividends and Distributions
---------------------------
Dividends from Net Investment Income.......... - - (0.05) (0.04) -
Distributions from Realized Gains............. (0.62) (0.48) (0.83) (0.70) (1.01)
------- ------- ------- ------- -------
Total Dividends and Distributions.......... (0.62) (0.48) (0.88) (0.74) (1.01)
------- ------- ------- ------- -------

Net Asset Value, End of Period.................... $ 29.85 $ 27.25 $ 24.00 $ 22.64 $ 15.08
======= ======= ======= ======= =======

Total Return(1).................................... 12.06% 15.84% 10.22% 56.47% 11.81%
---------------

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000,000 omitted)... $5,724 $4,405 $3,123 $1,196 $289
Ratio of Expenses to Average Net Assets...... 1.71% 1.74% 1.79% 1.79%(2) 1.73%
Ratio of Net Investment Income (Loss) to
Average Net Assets........................ (0.52) (0.28)% (0.08)% 0.07% 0.44%
Portfolio Turnover Rate(3).................... 29% 25% 11% 4% 19%
</TABLE>

(2) Ratio of expenses to average net assets after the reduction of custodian
fees under a custodian agreement was 1.78% for the year ended July 31,
1997. In 1996, such reductions were reflected in the expense ratios.

8
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DAVIS NEW YORK VENTURE FUND
Financial highlights
CLASS C
================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
-----------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............... $ 27.38 $ 24.09 $ 22.72 $ 15.12 $ 14.47
------- ------- ------- ------- -------

Income From Investment Operations
---------------------------------
Net Investment Income (Loss).................. (0.21) (0.10) 0.02 0.02 0.04
Net Realized and Unrealized Gains............. 3.45 3.87 2.24 8.32 1.62
------- ------- ------- ------- -------
Total From Investment Operations............ 3.24 3.77 2.26 8.34 1.66

Dividends and Distributions
---------------------------
Dividends from Net Investment Income.......... - - (0.06) (0.04) -
Distributions from Realized Gains............. (0.62) (0.48) (0.83) (0.70) (1.01)
------- ------- ------- ------- -------
Total Dividends and Distributions........... (0.62) (0.48) (0.89) (0.74) (1.01)
------- ------- ------- ------- -------

Net Asset Value, End of Period.................... $ 30.00 $ 27.38 $ 24.09 $ 22.72 $ 15.12
======= ======= ======= ======= =======

Total Return(1).................................... 12.07% 15.95% 10.27% 56.59% 11.78%
---------------

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000,000 omitted)... $3,021 $1,934 $1,391 $573 $117
Ratio of Expenses to Average Net Assets...... 1.69% 1.72% 1.71% 1.73% 1.73%(2)
Ratio of Net Investment Income (Loss) to
Average Net Assets....................... (0.50)% (0.26)% 0.00% 0.13% 0.44%
Portfolio Turnover Rate(3).................... 29% 25% 11% 24% 19%
</TABLE>

(2) In 1996, the ratio of expenses to average net assets included the reduction
of custodian fees.

9
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WHO IS RESPONSIBLE FOR YOUR DAVIS ACCOUNT

A number of entities provide services to Davis New York Venture Fund. This
section describes how the Fund is organized, the entities that perform these
services, and how these entities are compensated. Additional information on the
organization of the Fund is provided in the Fund's Statement of Additional
Information. For information on how to receive the Statement of Additional
Information, see the back cover of this prospectus.

INVESTMENT ADVISER

DAVIS SELECTED ADVISERS, L.P.

Referred to throughout this prospectus as "Davis Selected Advisers"
2949 East Elvira Road
Suite 101
Tucson, AZ 85706

o Provides investment advice for Davis New York Venture Fund's portfolio.

o Manages the Fund's business affairs.

o Provides day-to-day administrative services.

o Serves as investment adviser for all of the Davis Funds, other mutual funds
and other institutional clients.

o Annual Adviser Fee for fiscal year July 31, 2000 (based on average net
assets): 0.52%.

INVESTMENT SUB-ADVISER

DAVIS SELECTED ADVISERS - NY, INC.
609 Fifth Avenue
New York, NY 10017

o Performs investment management and research services for Davis New York
Venture Fund and other institutional clients.

o Wholly owned subsidiary of Davis Selected Advisers.

o Annual Fee: Davis Selected Advisers pays the fee, not the Fund.

CUSTODIAN AND TRANSFER AGENT

STATE STREET BANK AND TRUST COMPANY

Referred to throughout this prospectus as "State Street Bank and Trust"
P.O. Box 8406
Boston, MA 02266-8406

o Prices Davis New York Venture Fund daily.

o Holds share certificates and other assets of the Fund.

o Maintains records of shareholders.

10
<PAGE>

o Issues and cancels share certificates.

o Supervises the payment of dividends.

BOARD OF DIRECTORS

Davis Funds' board of directors has general supervisory responsibilities for
Davis Funds. The directors monitor and supervise the performance of the
investment adviser, sub-advisers and other service providers, monitors Davis
Funds' business and investment activities, and determines whether to renew
agreements with the adviser and sub-adviser.

DISTRIBUTOR

DAVIS DISTRIBUTORS, LLC

Referred to throughout this prospectus as "Davis Distributors"
2949 East Elvira Road
Suite 101
Tucson, AZ 85706

o Oversees purchases of shares and promotional activities for Davis Funds and
other mutual funds managed by Davis Selected Advisers.

o Wholly owned subsidiary of Davis Selected Advisers.

SENIOR RESEARCH ADVISER AND FOUNDER OF THE ADVISER

SHELBY M.C. DAVIS
Responsibilities:

o Senior Research Adviser of Davis Selected Advisers.

o Founder of Davis Selected Advisers.

Other Experience:

o Served as a Portfolio Manager of Davis New York Venture Fund from its
inception in February 1969 until February 1997.

o Served as a Portfolio Manager of a growth and income fund managed by Davis
Selected Advisers from May 1993 until February 1997.

PORTFOLIO MANAGERS

CHRISTOPHER C. DAVIS
Responsibilities:
o President and a Portfolio Manager of Davis New York Venture Fund since
October 1995.
o Also manages other equity funds advised by Davis Selected Advisers.

Other Experience:
o Assistant Portfolio Manager and research analyst working with Shelby M.C.
Davis from September 1989 to September 1995.

KENNETH CHARLES FEINBERG
Responsibilities:

o A Portfolio Manager of Davis New York Venture Fund since May 1998.

11
<PAGE>

o Also manages other equity funds advised by Davis Selected Advisers.

Other Experience:
o Research analyst at Davis Selected Advisers since December 1994.

OUR CODE OF ETHICS

We allow the officers and employees of Davis Funds and their affiliates to buy
and sell securities for their own personal accounts. However, in order to do so,
they must agree to a number of restrictions listed in our Code of Ethics.

12
<PAGE>

HOW WE MANAGE THE FUND

WHAT WE INVEST IN AND WHY

Davis New York Venture Fund's investment objective is growth of capital. In
keeping with the Davis investment philosophy, our portfolio managers select
common stocks that offer the potential for capital growth over the long term.
The Fund invests primarily in common stock of U.S. companies with market
capitalizations of at least $5 billion, but we may also invest in foreign
companies and U.S. companies with smaller capitalizations.

For more details concerning current investments and market outlook, please see
the most recent annual or semi-annual report.

COMMON STOCK

WHAT THEY ARE. Common stock represents ownership of a company.

HOW WE PICK THEM. The Davis investment philosophy stresses a back-to-basics
approach: We use extensive research to buy growing companies at value prices and
hold on to them for the long term. Over the years, Davis Selected Advisers has
developed a list of 10 characteristics that we believe foster sustainable
long-term growth, minimize risk and enhance the potential for superior long-term
returns. While very few companies have all 10, we search for those possessing
several of the characteristics that are listed in the following chart.

The Fund may also invest in foreign securities, primarily as a way of providing
additional opportunities to invest in quality, overlooked growth companies.
Investment in foreign securities can also offer the Fund the potential for
geographic diversification.

WHAT WE LOOK FOR IN A COMPANY

1. FIRST-CLASS MANAGEMENT. We believe that great companies are created by
great managers. In visiting companies, we look for managers with a record
of doing what they say they are going to do.

2. MANAGEMENT OWNERSHIP. Just as we invest heavily in our own funds, we look
for companies where individual managers own a significant stake.

3. STRONG RETURNS ON CAPITAL. We want companies that invest their capital
wisely and reap superior returns on those investments.

4. LEAN EXPENSE STRUCTURE. Companies that can keep costs low are able to
compete better, especially in difficult times. A low cost structure sharply
reduces the risk of owning a company's shares.

5. DOMINANT OR GROWING MARKET SHARE IN A GROWING MARKET. A company that is
increasing its share of a growing market has the best of both worlds.

6. PROVEN RECORD AS AN ACQUIRER. When an industry or market downturn occurs,
it is a good idea to own companies that can take advantage of attractive
prices to expand operations through inexpensive acquisitions.

7. STRONG BALANCE SHEET. Strong finances give a company staying power to
weather difficult economic cycles.

13
<PAGE>

8. COMPETITIVE PRODUCTS OR SERVICES. We invest in companies with products that
are not vulnerable to obsolescence.

9. SUCCESSFUL INTERNATIONAL OPERATIONS. A proven ability to expand
internationally reduces the risk of being tied too closely to the U.S.
economic cycle.

10. INNOVATION. The savvy use of technology in any business, from a food
company to an investment bank, can help reduce costs and increase sales.

WHY WE BUY THEM. Davis New York Venture Fund buys common stock to take an
ownership position in companies with growth potential, and then holds that
position long enough to realize the benefits of growth.

RISKS. Factors that influence the value of a share of common stock are primarily
general market and economic conditions, and the financial condition and
performance of the issuer.

o MARKET RISK. The market value of shares of common stock can change rapidly
and unpredictably as a result of political or economic events having little
or nothing to do with the companies we are investing in. Investments in
foreign securities involve additional risk. Foreign securities are often
denominated in foreign currencies, which means their value will be affected
by changes in exchange rates. In many foreign jurisdictions, there is less
publicly available information about--and less government regulation
of--securities, securities markets and issuers.

o COMPANY RISK. The price of a common stock varies with the success and
failure of the company issuing the stock. As a result, the success of the
companies in which the Fund invests largely determines the Fund's
performance. Investing in small capitalization companies carries greater
risk than investing in stock of larger companies. Small companies often
have less predictable earnings and the market for their stocks may not be
as well developed.

OTHER SECURITIES AND INVESTMENT STRATEGIES

The Fund invests primarily in the common stock of large capitalization domestic
companies. There are other securities in which the Fund may invest, and other
investment strategies that the Fund may employ, but they are not principal
investment strategies. The Statement of Additional Information discusses these
securities and investment strategies.

The Fund uses short-term investments to maintain flexibility while we evaluate
long-term opportunities. We also may use short-term investments for temporary
defensive purposes; in the event our portfolio managers anticipate a decline in
the market values of common stock of large capitalization domestic companies, we
may reduce our risk by investing in short-term securities until market
conditions improve. Unlike common stocks, these investments will not appreciate
in value when the market advances and the short-term investments will not
contribute to the Fund's investment objective.

RISK SPECTRUM

Davis Selected Advisers manages nine mutual funds in the Davis family. Each Fund
has a distinct investment objective and strategy. The following graph shows how
these Funds compare to each other in terms of risk.

14
<PAGE>

--------------------------------------------------------------------------------
DAVIS REAL ESTATE FUND o
--------------------------------------------------------------------------------
DAVIS NEW YORK VENTURE FUND o
--------------------------------------------------------------------------------
DAVIS GROWTH & INCOME FUND o
--------------------------------------------------------------------------------
DAVIS CONVERTIBLE SECURITIES FUND o
--------------------------------------------------------------------------------
DAVIS GOVERNMENT BOND FUND o
--------------------------------------------------------------------------------
DAVIS GOVERNMENT MONEY MARKET FUND o
--------------------------------------------------------------------------------

For more information about any of the other Davis Funds, including risks, fees
and expenses, ask for a prospectus. Read it carefully before investing or
sending money.

15
<PAGE>

ONCE YOU INVEST IN DAVIS FUNDS

This section describes how your investment is valued, how you earn money on your
investment, and how the government may tax these earnings.

HOW YOUR SHARES ARE VALUED

Once you open an account in Davis New York Venture Fund, you are entitled to buy
and sell shares on any business day. The share price of your investment changes
depending on the total value of the Fund's investments.

Each business day, we determine the value of fund shares by adding up the total
value of investments plus other assets (such as cash), subtracting liabilities,
and dividing the result by the total number of shares outstanding. This share
figure is known as the net asset value.

Net asset values for all Davis Funds are determined each business day. A
business day is any day the New York Stock Exchange is open for trading. We
calculate net asset value either at the close of the Exchange or at 4 p.m.
Eastern Standard Time, whichever comes first.

The net asset values of all Davis Funds shares are published daily in the
business section of most major newspapers. If you have access to the Internet,
you can also check net asset value on our Website (WWW.DAVISFUNDS.COM).

HOW SECURITIES IN THE PORTFOLIO ARE VALUED

We use current market valuations to price the securities in Davis New York
Venture Fund:

o Securities that trade on an organized exchange are valued at the last
published sales price on the exchange. If no sales are recorded, the
securities are valued at the average of the closing bid and asked prices on
the exchange.

o Over-the-counter securities are valued at the average of closing bid and
asked prices.

o Debt securities may be valued by an independent pricing service. In
particular, the Fund relies on a professional pricing service that has
experience in valuing securities with limited resale markets so as to
obtain prices that reflect the market as accurately as possible.

o Discount securities purchased with a maturity of one year or less are
usually valued at amortized cost.

o Securities with unavailable market quotations and other assets are valued
at "fair value"--which is determined by the Board of Directors.

If any of the Fund's securities are traded in markets that close at different
times, events affecting portfolio values that occur between the time that their
prices are determined and the time the Fund's shares are priced will generally
not be reflected in the Fund's share price. The net asset value of the Fund's
shares may change on days when shareholders will not be able to purchase or
redeem the Fund's shares.

The value of securities denominated in foreign currencies and traded in foreign
markets will have their value converted into the U.S. dollar equivalents at the
prevailing market rate as computed by State Street Bank and Trust. Fluctuation
in the value of foreign currencies in relation to the U.S. dollar may affect the
net asset value of the Fund's shares even if there has not been any change in
the foreign currency price of the Fund's investments.

16
<PAGE>

HOW WE PAY EARNINGS

There are two ways you can receive payments from Davis New York Venture Fund:

o DIVIDENDS. Dividends are distributions to shareholders of net investment
income and short-term capital gains on investments.

o CAPITAL GAINS. Capital gains are profits received by the Fund from the sale
of securities held for the long term, which are then distributed to
shareholders.

Davis New York Venture Fund usually pays dividends once a year. Dividends are
declared in November or December and capital gains, if any, are usually
distributed in November or December. Unless you choose otherwise, the Fund
automatically reinvests your dividends and capital gains in additional Fund
shares.

You can request to have your dividends and capital gains paid to you by check,
deposited directly into your bank account, paid to a third party, or sent to an
address other than your address of record.

We also offer a DIVIDEND DIVERSIFICATION PROGRAM, which allows you to have your
dividends and capital gains reinvested in shares of another Davis Fund.

You will receive a statement each year detailing the amount of all dividends and
capital gains paid to you during the previous year. To ensure that these
distributions are reported properly to the U.S. Treasury, you must certify on
your Davis Funds Application Form or on the IRS Form W-9 that your Tax
Identification Number is correct and you are not subject to backup withholding.
Backup withholding is required for taxpayers who are subject to back taxes for
failure to report all interest and dividends.

If you fail to report a correct Taxpayer Identification Number, under-reported
dividend or interest income, or are already subject to backup withholding, Davis
New York Venture Fund is required by law to withhold a portion of any
distributions you may receive and send it to the U.S. Treasury.

HOW TO PUT YOUR DIVIDENDS AND CAPITAL GAINS TO WORK

You can have all dividends and capital gains automatically invested in the same
share class of this or other Davis Funds. To be eligible for this DIVIDEND
DIVERSIFICATION PROGRAM, all accounts involved must be registered under the same
name, the same class of shares, and have a minimum initial value of $250. Shares
are purchased at the chosen Fund's net asset value on the dividend payment date.
You can make changes to your selection or withdraw from the program with 10
days' notice. To participate in this program, fill out the cross-reinvest
information in the appropriate section of the Application Form. Once your
account has been opened and you wish to establish this program, call for more
information.

HOW YOUR DIVIDENDS AND CAPITAL GAINS ARE TAXED

o If Davis New York Venture Fund pays dividends, the dividends are taxable to
shareholders as ordinary income. Dividends include both net investment
income and short-term capital gains.

o If Davis New York Venture Fund pays net capital gains, the net capital
gains generally will be taxed as a long-term capital gain distribution.

17
<PAGE>

These payments may be taxed at different rates depending on the length of time
the Fund holds its assets. More information is provided in the instructions that
come with your tax return.

Investment earnings (dividends and capital gains), whether received in cash or
reinvested in shares, are taxable in the year in which they are declared, not
the year they are paid.

Also, keep in mind that when you sell or exchange shares of the Fund, it may
result in a taxable gain or loss.

We recommend that you consult with a tax adviser about dividends and capital
gains that may be received from Davis New York Venture Fund.

PRIVACY NOTICE

We collect information about you from your account application and other forms
that you may deliver to us. We use this information to process your requests and
transactions, for example, to provide you with additional information about our
funds, to open an account for you, or to process a transaction. In order to
service your account and effect your transactions, we may provide your personal
information to firms that assist us in servicing your account, such as our
transfer agent. We also may provide your name and address to one of our agents
for the purpose of mailing to you your account statement and other information
about our products and services. We require these outside firms and agents to
protect the confidentiality of your information and to use the information only
for the purpose for which the disclosure is made. We do not provide customer
names and addresses to outside firms, organizations or individuals except in
furtherance of our business relationship with you, or as otherwise allowed by
law.

We restrict access to nonpublic personal information about you to those
employees who need to know that information to provide products or services to
you. We maintain physical, electronic and procedural safeguards that comply with
federal standards to guard your personal information.

HOW TO CHOOSE A SHARE CLASS

Before you can buy any shares in any Davis Fund, you need to decide which class
of shares best suits your needs. Davis Funds offer four classes of shares: A, B,
C and Y. Class Y shares, which are offered through a separate prospectus, are
available only to qualified institutional investors. Each class is subject to
different expenses and sales charges.

You may choose to buy one class of shares rather than another, depending on the
amount of the purchase and the expected length of time of investment. Long-term
shareholders of Class B or C shares may pay more than the maximum front-end
sales charge allowed by the National Association of Securities Dealers.

SPECIAL NOTE: Institutions buying $5 million or more of any Davis Fund may be
eligible to buy Class Y shares, offered through a separate prospectus. With
Class Y shares, you pay no sales charges or distribution fees. To find out more
about Class Y shares, contact your sales representative or our distributor,
Davis Distributors.

DISTRIBUTION FEES. The Fund has adopted plans under Rule 12b-1 that allow the
Fund to pay distribution and other fees for the distribution of its shares and
for services provided to shareholders. Class A shares pay up to 0.25% of average
annual net assets while Class B and C shares pay up to 1% of average annual net
assets. Because these fees are paid out of the Fund's assets on an ongoing
basis, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

CLASS A SHARES

18
<PAGE>

Class A shares may be best for you if you are a long-term investor who is
willing to pay the entire sales charge at the time of purchase. In return, you
pay a lower distribution fee than the two other share classes:

o You buy Class A shares at their net asset value per share plus a sales
charge, which is 4.75% for any investment below $100,000 (see chart below).
The term "offering price" includes the front-end sales charge.

o There is no limit on how much you can invest in this share class.

o Davis Funds (other than Davis Government Money Market Fund) pay a
distribution fee--up to 0.25% of the average daily net asset value--each
year you hold the shares. This fee is lower than the fee you pay for the
other two classes of shares. Lower expenses translate into higher annual
return on net asset value.

19
<PAGE>

CLASS A SHARES SALES CHARGES
(For All Davis Funds Except Davis Government Money Market Fund)

---------------------------------------------------------------------------------------------------------------
AMOUNT OF PURCHASE SALES CHARGE SALES CHARGE AMOUNT OF SALES CHARGE
(PERCENTAGE OF (PERCENTAGE OF NET RETAINED BY
OFFERING PRICE) AMOUNT INVESTED) THE DEALER
(PERCENTAGE OF
OFFERING PRICE)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $100,000 4.75% 5.0% 4.0%
---------------------------------------------------------------------------------------------------------------
$100,000 - $250,000 3.5% 3.6% 3.0%
---------------------------------------------------------------------------------------------------------------
$250,000 - $500,000 2.5% 2.6% 2.0%
---------------------------------------------------------------------------------------------------------------
$500,000 - $750,000 2.0% 2.0% 1.75%
---------------------------------------------------------------------------------------------------------------
$750,000 - $1 million 1.0% 1.0% 0.75%
---------------------------------------------------------------------------------------------------------------
$1 million or more* None None None
---------------------------------------------------------------------------------------------------------------
</TABLE>

* You pay no front-end sales charge on purchases of $1 million or more, but if
you sell those shares (in any Davis Fund other than Davis Government Money
Market Fund) within the first year you may pay a deferred sales charge of
0.75%. Davis Distributors may pay the dealer a commission during the first
year after purchase at the following rates:

--------------------------------------------------------------------
PURCHASE AMOUNT COMMISSION
--------------------------------------------------------------------
First $3 million 0.75%
--------------------------------------------------------------------
Next $2 million 0.50%
--------------------------------------------------------------------
More than $5 million 0.25%
--------------------------------------------------------------------

If a commission is paid for purchases of $1 million or more, the dealer will be
paid with distribution fees received from the Fund. If distribution fee limits
have already been reached for the year, Davis Distributors itself will pay the
commissions.

As the chart above shows, the sales charge gets smaller as your purchase amount
increases. There are several ways you may combine purchases to qualify for a
lower sales charge.

YOU CAN COMBINE PURCHASES OF CLASS A SHARES:

o WITH OTHER FAMILY MEMBERS. If you buy shares for yourself, your spouse and
any children under the age of 21, all the shares you buy will be counted as
a single purchase.

o WITH CERTAIN GROUPS. If you buy shares through a group organized for a
purpose other than to buy mutual fund shares, the purchases will be treated
as a single purchase.

o THROUGH EMPLOYEE BENEFIT PLANS. If you buy shares through trust or
fiduciary accounts and Individual Retirement Accounts (IRAs) of a single
employer, the purchases will be treated as a single purchase.

o UNDER A STATEMENT OF INTENTION. If you enter a Statement of Intention and
agree to buy Class A shares of $100,000 or more over a 13-month period, all
of the shares you buy during that period will be counted as a single
purchase, with the exception of purchases into Davis Government Money
Market Fund. Before entering a Statement of Intention, please read the
terms and conditions in the Statement of Additional Information. Under a
Statement of Intention, you agree to permit our service provider, State
Street Bank and Trust, to hold fund shares in escrow to guarantee payment
of any sales charges that may be due if you ultimately invest less than you
agreed to invest over the covered 13-month period.

o UNDER RIGHTS OF ACCUMULATION. If you notify your dealer or our distributor,
Davis Distributors, you can include the Class A, B and C shares you already
own when calculating the price for your current purchase.

20
<PAGE>

o WITH CLASS A SHARES OF OTHER DAVIS FUNDS. If you buy Class A shares of this
or any other Davis Fund, all of the shares you buy will be counted as a
single purchase. This includes shares purchased under a Statement of
Intention or Rights of Accumulation.

21
<PAGE>

CLASS A SHARES FRONT-END SALES CHARGE WAIVERS

We do not impose a sales charge on purchases of Class A shares for:

o Investments in Davis Government Money Market Fund.

o Shareholders making purchases with dividends or capital gains that are
automatically reinvested.

o Purchases by directors, officers and employees of any Davis Fund, the
investment adviser of any Davis Fund or its affiliates, and their immediate
families.

o Purchases by employees and people affiliated with broker-dealer firms
offering shares in any Davis Fund.

o Financial institutions acting as fiduciaries making single purchases of
$250,000 or more.

o Employee benefit plans making purchases through a single account covering
at least 250 participants.

o Wrap accounts offered by securities firms, fee-based investment advisers or
financial planners.

o State and local governments.

o Shareholders making purchases in certain accounts offered by securities
firms that have entered into contracts with the Fund and which charge fees
based upon assets in the account.

Wrap accounts are investment programs offered by broker-dealers who place a
client's funds with one or more investment advisers and charge a fee for their
services.

CLASS B SHARES

Class B shares may be best for you if you are willing to pay a higher
distribution fee than Class A shares for eight years in order to avoid paying a
front-end sales charge:

o You buy the shares at net asset value (no initial sales charge).

o You can invest up to $250,000 in Class B shares.

o If you sell Class B shares in any of the Davis Funds except Davis
Government Money Market Fund within six years of purchase, you must pay a
deferred sales charge. This charge decreases over time as you own the
shares (see chart below).

o After you hold Class B shares for eight years, they are automatically
converted into Class A shares without paying a front-end sales charge.
Class A shares pay a lower distribution fee.

o Davis Funds (other than Davis Government Money Market Fund) pay a
distribution fee of 1% of the average daily net asset value each year you
hold the shares. Higher expenses translate into lower annual return on net
asset value.

Investors who buy Class B shares of Davis Government Money Market Fund will not
pay deferred sales charges.

22
<PAGE>

CLASS B SHARES DEFERRED SALES CHARGES
(FOR ALL DAVIS FUNDS EXCEPT DAVIS GOVERNMENT MONEY MARKET FUND)

-------------------------------------------------------------------------------
SALES MADE AFTER PURCHASE AMOUNT OF DEFERRED SALES CHARGE
-------------------------------------------------------------------------------
Year 1 4%
-------------------------------------------------------------------------------
Years 2-3 3%
-------------------------------------------------------------------------------
Years 4-5 2%
-------------------------------------------------------------------------------
Year 6 1%
-------------------------------------------------------------------------------
Years 7-8 None
-------------------------------------------------------------------------------

CLASS C SHARES

Class C shares may be best for you if you are willing to pay a higher
distribution fee than Class A shares pay in order to avoid paying a front-end
sales charge:

o You buy the shares at net asset value (no initial sales charge).

o You cannot invest more than $1 million in Class C shares.

o If you sell Class C shares in any of the Davis Funds (other than Davis
Government Money Market Fund) within one year of purchase, you must pay a
deferred sales charge of 1%.

Investors who buy Class C shares of Davis Government Money Market Fund will not
pay deferred sales charges.

DEFERRED SALES CHARGE

As an investor in any Davis Fund (other than Davis Money Market Fund), you may
pay a deferred sales charge as a percentage of the net asset value of the shares
you sell or the total cost of the shares, whichever is lower. Davis Funds
investors pay a deferred sales charge in the following cases:

o As a Class A shareholder, only if you buy shares valued at $1 million or
more without a sales charge and sell the shares within one year of
purchase.

o As a Class B shareholder, if you sell shares within six years of purchase.
The percentage decreases over the six-year period.

o As a Class C shareholder, if you sell shares within one year of purchase.

To keep deferred sales charges as low as possible, we will first sell shares in
your account that are not subject to deferred sales charges (if any). We do not
impose a deferred sales charge on the amount of your account value represented
by an increase in net asset value over the initial purchase price, or on shares
acquired through dividend reinvestments or capital gain distributions.

To determine whether the deferred sales charge applies to a redemption, the
Funds redeem shares in the following order:

o Shares acquired by reinvestment of dividends and capital gain
distributions.

23
<PAGE>

o Shares that are no longer subject to the deferred sales charge.

o Shares that have increased in value beyond their original cost.

o Shares held the longest, but still subject to the deferred sales charge.

DEFERRED SALES CHARGE WAIVERS

We will waive deferred sales charges on sales of Class A, B and C shares of any
Davis Fund if:

o You sell Class A shares that were not subject to a commission at the time
of purchase (the amount of purchase totaled $1 million or more and the
shares were held for more than a year).

o You (or a registered joint owner) die or have been determined to be totally
disabled after the purchase of shares.

o You sell shares under the Automatic Withdrawal Plan if the aggregate value
of the redeemed shares does not exceed 12% of the account's value.*

o You sell shares under a qualified retirement plan or IRA that constitute a
tax-free return of contributions to avoid a penalty.

o Your Fund sells the remaining shares in your account under an Involuntary
Redemption.

o You qualify for an exception relating to defined contribution plans. These
exceptions are described in the Statement of Additional Information.

o You are a director, officer or employee of Davis Selected Advisers or one
of its affiliates (or a family member of a director, officer or employee).

If the net asset value of the shares that you sell has increased since you
purchased them, any deferred sales charge will be based on the original cost of
the shares.

* An Automatic Withdrawal Plan may be established as either a percentage or a
fixed dollar amount. The shares that may be redeemed without a sales charge
are recalculated as a percentage of the current market value of the account
as of the date of each withdrawal. If established as a percentage, no sales
charge will be incurred regardless of market fluctuations. If established
as a fixed dollar amount, a sales charge may be incurred if the market
value of the account decreases. If you redeem shares in addition to those
redeemed pursuant to the Automatic Withdrawal Plan, a deferred sales charge
may be imposed on those shares and on any subsequent redemptions within a
12-month period, regardless of whether such redemptions are pursuant to an
Automatic Withdrawal Plan.

If you have any additional questions about choosing a share class, please call
us toll-free at 1-800-279-0279 during business hours, 7 a.m. to 4 p.m. Mountain
Standard Time. If you still are not sure about which class is best for you,
contact your financial adviser.

24
<PAGE>

HOW TO OPEN AN ACCOUNT

You can open an account if you invest at least:

o $1,000 for a non-retirement plan account.
o $250 for a retirement plan account.

THREE WAYS YOU CAN OPEN AN ACCOUNT

1. BY MAIL. Fill out the Application Form included in this prospectus and mail
it to our service provider, State Street Bank and Trust, at the address stated
below. You must sign the Application Form. Include a check made payable to DAVIS
FUNDS or, in the case of a retirement account, the custodian or trustee. All
purchases by check should be in U.S. dollars. DAVIS FUNDS WILL NOT ACCEPT
THIRD-PARTY CHECKS.

2. BY DEALER. You may have your dealer order and pay for the shares. In this
case, you must pay your dealer directly. Your dealer will then order the shares
from our distributor, Davis Distributors. Please note that your dealer may
charge a service fee or commission for buying these shares.

3. BY WIRE. You may wire federal funds directly to our service provider, State
Street Bank and Trust. Before you wire an initial investment, you must call
Davis Distributors and obtain an account number and Application Form. A customer
service representative will assist you with your initial investment by wire.
After the initial wire purchase is made, you will need to return the Application
Form to State Street Bank and Trust. To ensure that the purchase is credited
properly, follow these wire instructions:

State Street Bank and Trust Company
Boston, MA 02210
Attn: Mutual Fund Services
DAVIS NEW YORK VENTURE FUND
Shareholder Name
Shareholder Account Number
Federal Routing Number 011000028
DDA Number 9904-606-2

Generally, the Fund does not issue share certificates for purchases. You can
receive certificates for any Fund other than Davis Government Money Market Fund
if you are a Class A shareholder who is not participating in the Automatic
Withdrawal Plan. If you are eligible and wish to receive certificates, please
submit a letter of instruction with your Application Form. Once your account has
been established, the shareholder(s) may request that certificates be sent to
the address of record by calling our customer service department.

RETIREMENT PLAN ACCOUNTS

You can invest in Davis Funds using any of these types of retirement plan
accounts:

o Deductible IRAs
o Non-deductible IRAs
o Roth IRAs
o Educational IRAs
o Simple IRAs
o Simplified Employee Pension (SEP) IRAs
o 403(b) Plans

25
<PAGE>

State Street Bank and Trust acts as custodian (service provider) for the
retirement plans and charges the participant a $10 maintenance fee each year
regardless of the number of plans established per Social Security number. These
fees are automatically deducted from each account, unless you elect to pay the
fee directly. To open a retirement plan account, you must fill out a special
application form. You can request this form by calling Davis Distributors.

HOW TO BUY, SELL AND EXCHANGE SHARES

Once you have established an account with Davis Funds, you can add to--or
withdraw from--your investment. This section provides an overview of the types
of transactions you can perform as a Davis Funds shareholder. This includes how
to initiate these transactions, and the charges that you may incur (if any) when
buying, selling and exchanging shares.

An exchange occurs when you sell shares in one Davis Fund to buy shares in
another Davis Fund in the same class of shares in response to changes in your
goals or in market conditions.

THREE WAYS TO BUY, SELL AND EXCHANGE SHARES

1. BY TELEPHONE. Call 1-800-279-0279. You can speak directly with a Davis Funds
representative during our business hours (9 a.m. to 6 p.m. Eastern Standard
Time) or use our automated telephone system anytime, day or night.

2. BY MAIL. Send the request to our service provider, State Street Bank and
Trust.

Regular Mail
State Street Bank and Trust Company
c/o Davis Funds
P.O. Box 8406
Boston, MA 02266-8406

Overnight Mail
State Street Bank and Trust Company
c/o Davis Funds
66 Brooks Drive
Braintree, MA 02184

3. BY DEALER. Contact a dealer, who will then make the transaction through our
distributor, Davis Distributors. Please note that your dealer may charge a
service fee or commission for each transaction.

Generally, the Fund does not issue share certificates for purchases. Each time
you add to or withdraw from your account, you will receive a statement showing
the details of the transaction along with any other transactions you made during
the current year.

WHEN YOUR TRANSACTIONS ARE PROCESSED

The per-share price for purchases or sales made through our distributor, Davis
Distributors, will be processed on the same day if the order is received before
4 p.m. Eastern Standard Time. If State Street Bank and Trust requires additional
documents to complete the purchase or sale, the transaction price will be
determined at the close of business after all required documents are received.

26
<PAGE>

For your transaction to be counted on the day you place your order with your
broker-dealer or other financial institution, they must:

o Receive your order before 4 p.m. Eastern Standard Time.
o Promptly transmit the order to State Street Bank and Trust.

BUYING MORE SHARES

You can buy more shares at any time by mail or through a dealer. The minimum
purchase amount is $25.

When you purchase shares by mail, send a check made payable to DAVIS FUNDS for
the amount of purchase to our service provider, State Street Bank and Trust. If
you have the purchase form from your most recent statement, include it with the
check. If you do not have a purchase form, include a letter with your check
stating the name of the Fund, the class of shares you wish to buy and your
account number.

When you buy shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

MAKING AUTOMATIC INVESTMENTS

An easy way to increase your investments in this or other Davis Funds is to sign
up for the AUTOMATIC INVESTMENT PLAN. Under this plan, you arrange for a set
amount of money to be taken from your bank account and invested in Fund shares.
The minimum amount you can invest each month is $25. The account minimums of
$1,000 for non-retirement accounts and $250 for retirement accounts will be
waived if you meet the minimum requirement within a year.

Purchases can be processed electronically on any day of the month between the
fifth and 28th if the institution that services your bank account is a member of
the Automated Clearing House system. After each automatic investment, you will
receive a transaction confirmation, and the debit should show up on your next
bank statement.

To sign up for the Automatic Investment Plan, fill out the appropriate section
of the Application Form. After your account has been opened and you wish to
establish this plan, you must submit a letter of instruction signed by the
account owner(s). You can stop automatic investments at any time by calling
Davis Distributors.

You can also use our Dividend Diversification Program to buy more shares in any
Davis Fund. See ONCE YOU INVEST IN DAVIS FUNDS.

The Automated Clearing House system is used by most banks for electronic
transfers of money into and out of your bank account--and is regulated by the
Federal Reserve.

SELLING SHARES

You may sell back all or part of your shares in any Davis Fund in which you
invest (known as a redemption) at any time, at net asset value minus any sales
charges that may be due. You can sell the shares by telephone, by mail or
through a dealer.

When you sell shares by mail, indicate the number of shares or dollar amount you
wish to redeem and send the request to our service provider, State Street Bank
and Trust. If more than one person owns the shares you wish to sell, all owners
must sign the redemption request. You may be required to have the owners'
signatures medallion-guaranteed (see "Medallion Signature Guarantee" below).

27
<PAGE>

When you sell shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

Redemption proceeds are usually paid to you in cash within seven days after
State Street Bank and Trust receives your proper sale request. If any of the
shares redeemed were recently purchased, payment to you will be delayed until
your purchase check has cleared, up to a maximum of 15 days from the date of
purchase.

WHAT YOU NEED TO KNOW BEFORE YOU SELL YOUR SHARES

o You will always receive cash for sales that total less than $250,000 or 1%
of the Fund's net asset value during any 90-day period. Any sales above the
cash limit may be paid in securities and would mean you would have to pay
brokerage fees.

o You will need a medallion signature guarantee on a stock power or
redemption request for sales paid by check totaling more than $100,000.
However, if your address of record has changed in the last 30 days, or if
you wish to send redemption proceeds to a third party, you will need a
medallion signature guarantee for all sales.

o If a certificate was issued for the shares you wish to sell, the
certificate must be sent by certified mail to State Street Bank and Trust
and accompanied by a letter of instruction signed by the owner(s).

o A sale may produce a gain or loss. Gains may be subject to tax.

MEDALLION SIGNATURE GUARANTEE. A written endorsement from an eligible guarantor
institution that the signature(s) on the written request is(are) valid. Eligible
guarantors include federally insured financial institutions, registered
broker-dealers, or participants in a recognized medallion signature guarantee
program. Davis Funds cannot accept guarantees from institutions that do not
provide reimbursement in cases of fraud. No other form of signature verification
can be accepted.

STOCK POWER. A letter of instruction signed by the owner of the shares that
gives State Street Bank and Trust permission to transfer ownership of the shares
to another person or group. Any transfer of ownership requires that all
shareholders have their signatures medallion-guaranteed.

SPECIAL SALE SITUATIONS

o The Securities and Exchange Commission can suspend payment of sales under
certain emergency circumstances if the New York Stock Exchange is closed
for reasons other than customary closings and holidays.

o Davis Funds may make sales payments in securities if the Board of Directors
decides that making cash payments would harm a Fund.

SPECIAL NOTE: When you make a sale or withdrawal, a deferred sales charge may be
imposed if:

o You buy $1 million or more of Class A shares and sell them within a year of
purchase,
o You sell Class B shares within six years of purchase,
o You sell Class C shares within one year of purchase.

IF YOU DECIDE TO BUY BACK SHARES YOU SOLD

28
<PAGE>

If you decide to buy back some or all of the shares you sold in this Fund within
60 days of sale and notify us in writing, you can take advantage of the
SUBSEQUENT REPURCHASE PRIVILEGE. With this privilege, which you can use only
once, you will not be charged a sales charge, and any deferred sales charge you
paid on the original sale will be returned to your account. Shares will be
purchased at the current price, into the same Davis Fund, and into the same
account. You must send a letter to our service provider, State Street Bank and
Trust, along with a check for the repurchased shares.

IF YOUR ACCOUNT FALLS BELOW $250

If your account balance falls below $250 as a result of a redemption or
exchange, we may sell your remaining shares in this Fund at net asset value. We
will first notify you by mail, giving you at least 60 days' notice that an
INVOLUNTARY REDEMPTION may take place. If you can increase your account balance
to above $250 during the notice period, the Involuntary Redemption will be
canceled.

MAKING AUTOMATIC WITHDRAWALS

If your account balance is more than $10,000, you can sell a set dollar or
percentage amount each month or quarter. Because withdrawals are sales, they may
produce a gain or loss. If you purchase additional shares at the same time that
you make a withdrawal, you may have to pay taxes and a sales load. Gains may be
subject to tax. When you participate in this plan, known as the AUTOMATIC
WITHDRAWAL PLAN, shares are sold so that you will receive payment by one of
three methods:

o You may receive funds at the address of record provided that this address
has been unchanged for a period of not less than 30 days. These funds are
sent by check on or after the 25th day of the month.

o You may also choose to receive funds by Automated Clearing House (ACH), to
the banking institution of your choice. You may elect an ACH draft date
between the fifth and the 28th days of the month. You must complete the
appropriate section of the Application Form. Once your account has been
established, you must submit a letter of instruction with a medallion
signature guarantee to execute an Automatic Withdrawal Plan by ACH.

o You may have funds sent by check to a third party at an address other than
the address of record. You must complete the appropriate section of the
Application Form. Once your account has been established, you must submit a
letter of instruction with a medallion signature guarantee to designate a
third party payee.

You may stop automatic withdrawals at any time without charge or penalty by
calling Davis Distributors or by notifying the service agent in writing.

WIRING SALE PROCEEDS TO YOUR BANK ACCOUNT

You may be eligible to have your sale proceeds electronically transferred to a
commercial bank account. This is known as an ELECTRONIC WIRE PRIVILEGE. There is
a $5 charge by State Street Bank and Trust for wire service, and receiving banks
may also charge for this service. Payment through Automated Clearing House will
usually arrive at your bank two banking days after the sale. Payment by wire is
usually credited to your bank account on the next business day after the sale.

29
<PAGE>

you must submit a letter of instruction with a medallion signature guarantee
signed by all registered owners at the time of the wire sale. If you are
currently an investor with a non-retirement account and have already established
this privilege, you may call our customer service department to execute a wire
sale by telephone.

EXCHANGING SHARES

You can sell shares of any Davis Fund to buy shares in the same class of any
other Davis Fund without having to pay a sales charge. This is known as an
exchange. You can exchange shares by telephone, by mail or through a dealer. The
initial exchange must be for at least $1,000 for a non-retirement account
(unless you are participating in the Automatic Exchange Program). Exchanges are
normally performed on the same day of the request if received in good order by 4
p.m. Eastern Standard Time.

Shares in different Davis Funds may be exchanged at relative net asset value.
However, if any Davis Fund shares being exchanged are subject to a deferred
sales charge, Statement of Intention or other limitation, the limitation will
continue to apply to the shares received in the exchange. When you exchange
shares in a Davis Fund for shares in Davis Government Money Market Fund, the
holding period for any deferred sales charge does not continue during the time
that you own Davis Government Money Market Fund shares. For example, Class B
shares are subject to a declining sales charge for six years. Any period that
you are invested in shares of Davis Government Money Market Fund will be added
to the six-year declining sales charge period.

When you exchange shares by mail, you must send our service provider, State
Street Bank and Trust, a written request for the exchange. If you wish to
exchange shares for which you hold share certificates, these certificates must
be sent by certified mail to State Street Bank and Trust accompanied by a letter
of instruction signed by the owner(s). If your shares are being sold for cash,
this is known as a redemption. Please see the section WHAT YOU NEED TO KNOW
BEFORE YOU SELL YOUR SHARES for restrictions that might apply to this type of
transaction.

When you exchange shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

Before you decide to make an exchange, you must obtain the current prospectus of
the desired Fund. For federal income tax purposes, exchanges between Funds are
treated as a sale and a purchase. Therefore, there will usually be a
recognizable capital gain or loss due to an exchange.

There are limits to the number of exchanges you can make each year. Currently,
four exchanges between Funds are allowed during a 12-month period. You may make
an unlimited number of exchanges out of Davis Government Money Market Fund.
Automatic exchanges are excluded from this provision. Davis Distributors must
approve any exchanges above the limit in writing.

YOU CAN MAKE EXCHANGES AMONG ANY OF THE DAVIS FUNDS WITHOUT HAVING TO PAY ANY
SALES CHARGE:

EQUITY FUNDS
Davis New York Venture Fund
Davis Growth Opportunity Fund
Davis Financial Fund
Davis International Total Return Fund

GROWTH & INCOME FUNDS
Davis Growth & Income Fund
Davis Real Estate Fund
Davis Convertible Securities Fund

30
<PAGE>

GOVERNMENT BOND FUND
Davis Government Bond Fund

GOVERNMENT MONEY MARKET FUND
Davis Government Money Market Fund

For more information about any of the other Davis Funds, including risks, fees
and expenses, ask for a prospectus. Read it carefully before investing or
sending money.

MAKING AUTOMATIC EXCHANGES

You can elect to make automatic monthly exchanges if all accounts involved are
registered under the same name and have a minimum initial value of $250. You
must exchange at least $25 to participate in this program, known as the
AUTOMATIC EXCHANGE PROGRAM. To sign up for this program, fill out the
appropriate section of the Application Form. Once your account has been
established, you may contact our customer service department to establish this
program.

TELEPHONE TRANSACTIONS

A benefit of investing through Davis Funds is that you can use our automated
telephone system to buy, sell or exchange shares. If you do not wish to have
this option activated for your account, complete the appropriate section of the
Application Form.

When you call Davis Distributors, you can perform a transaction with Davis Funds
in two ways:

o Speak directly with a representative during business hours (9 a.m. to 6
p.m. Eastern Standard Time).
o If you have a TouchTone(TM) telephone, you can use the automated telephone
system, known AS DAVIS DIRect ACCESS, 24 hours a day, seven days a week.

If you wish to sell shares by telephone and receive a check in the mail:

o The maximum amount that can be issued is $100,000.
o The check can only be issued to the registered account owner.
o The check must be sent to the address on file with Davis Distributors.
o Your current address must be on file for 30 days.

When you buy, sell or exchange shares over the telephone, you agree that Davis
Funds are not liable for following telephone instructions believed to be genuine
(that is, directed by the account holder or registered representative on file).
We use certain procedures to confirm that your instructions are genuine,
including a request for personal identification and a tape recording of the
conversation. If these procedures are not used, the Fund may be liable for
unauthorized instructions.

Be aware that during unusual market conditions, Davis Funds may not be able to
accept all requests by telephone.

INTERNET TRANSACTIONS

31
<PAGE>

file. Please review our Website for more complete information. If you do not
wish to have this option activated for your account, please contact our customer
service department.

To access your accounts, you will need the name of the fund in which you are
invested, an account number and your social security number. Davis Funds
provides written confirmation of your initial access and any time you buy, sell
or exchange shares. You also must establish a unique and confidential Personal
Identification Number (PIN).

This PIN is required each time you access your Davis account online.

When you transact over the Internet, you agree that Davis Funds are not liable
for processing instructions believed to be genuine.

YOU CAN USE DAVIS DIRECT ACCESS TO:

o GET THE PRICE, TOTAL RETURN AND FUND DESCRIPTION FOR ANY DAVIS FUND.

o CHECK YOUR ACCOUNT BALANCE AND OTHER ACCOUNT INFORMATION.

o BUY, SELL AND EXCHANGE SHARES.

o GET THE MAILING ADDRESS AND WIRE INSTRUCTIONS FOR ANY DAVIS FUND.

o REQUEST LITERATURE ABOUT ANY DAVIS FUND.

32
<PAGE>

DAVIS FUNDS:

OVER 25 YEARS OF RELIABLE INVESTING(R)

Davis Selected Advisers, investment adviser of Davis Funds, has a history of
investing for the long term. Since our founding in 1969, we have been dedicated
to delivering superior investment performance and service to our clients.

WE ARE LONG-TERM INVESTORS. We analyze high-quality growth companies that have
been overlooked, buy their stock at value prices, and hold the shares for the
long term. This strategy was first developed by legendary Wall Street investor
Shelby Cullom Davis, a leading financial adviser to governors and presidents.

Our investment approach has been refined for more than 25 years by his son,
Shelby M.C. Davis, Senior Research Adviser and Founder of Davis Selected
Advisers. The Davis strategy is still followed today by the third generation of
family members: Christopher C. Davis and Andrew A. Davis serve as Portfolio
Managers for many funds and institutional accounts managed by Davis Selected
Advisers.

WE ARE FELLOW SHAREHOLDERS. The Davis family, directors and employees not only
manage the company's mutual funds but also invest in them. Together, we have
invested more than $1 billion of our own money side by side with our
shareholders.

Please take the time to read this prospectus carefully, and if you decide to
invest with us, keep it as a reference guide. If you need more information about
Davis Funds, please call us or visit our Website.

33
<PAGE>

ADDRESS AND TELEPHONE GUIDE

OUR TELEPHONE NUMBER: OUR SERVICE PROVIDER'S REGULAR MAILING ADDRESS:
1-800-279-0279 State Street Bank and Trust Company
c/o Davis Funds
P.O. Box 8406
Boston, MA 02266-8406

OUR MAILING ADDRESS:
Davis Funds
2949 East Elvira Road
Suite 101
Tucson, Arizona 85706

OUR INTERNET ADDRESS: OUR SERVICE PROVIDER'S OVERNIGHT MAILING
http://www.davisfunds.com ADDRESS:
State Street Bank and Trust Company
c/o Davis Funds
66 Brooks Drive
Braintree, MA 02184

34
<PAGE>

OTHER FUND DOCUMENTS

For more information about Davis New York Venture Fund, request a free copy of
the Statement of Additional Information or the Annual and Semi-Annual Reports.
The STATEMENT OF ADDITIONAL INFORMATION provides more detailed information about
the Fund and its management and operations. An ANNUAL REPORT discusses the
market conditions and investment strategies that significantly affected Fund
performance during the last year. A SEMI-ANNUAL REPORT updates information
provided in the Annual Report for the next six months.

Davis New York Venture Fund's Statement of Additional Information and Annual
Report have been filed with the Securities and Exchange Commission, are
incorporated by reference, and are legally a part of this prospectus.

WHERE YOU CAN GET THESE DOCUMENTS:

o BY TELEPHONE. Call Davis Funds toll-free at 1-800-279-0279, Monday through
Friday, 9 a.m. to 6 p.m. Eastern Standard Time. You also may call this
number for account inquiries.

o VIA THE INTERNET. Visit the SEC Website (WWW.SEC.GOV).

o FROM THE SEC. The SEC's Public Reference Room in Washington, D.C. For more
information call 1-202-942-8090. Additional copies of this information can
be obtained, for a duplicating fee, by electronic request at
[email protected] or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

o BY MAIL. Specify the document you are requesting when writing to us.

DAVIS FUNDS
2949 EAST ELVIRA ROAD
SUITE 101
TUCSON, AZ 85706
1-800-279-0279

Investment Company Act File No. 811-1701

<PAGE>

DAVIS NEW YORK VENTURE FUND

Prospectus

Class Y shares

December 1, 2000

Over 25 Years Of Reliable Investing(R)

1
<PAGE>

TABLE OF CONTENTS

Overview of the Fund
Investment Objective and Strategy
Determining If This Fund Is Right for You
Principal Risks
Past Performance
Fees and Expenses of the Fund
Financial Highlights

Who Is Responsible for Your Davis Account

How We Manage the Fund

Once You Invest in Davis Funds

Privacy Notice

How to Open an Account

How to Buy, Sell and Exchange Shares

Davis Funds: Over 25 Years of Reliable Investing(R)

Other Fund Documents

2
<PAGE>

OVERVIEW OF DAVIS NEW YORK VENTURE FUND

INVESTMENT OBJECTIVE AND STRATEGY

Davis New York Venture Fund's investment objective is growth of capital.

The Fund invests primarily in common stock of U.S. companies with market
capitalization of at least $5 billion.

Please see the inside back cover page of this prospectus to learn about the
Davis investment philosophy.

DETERMINING IF THIS FUND IS RIGHT FOR YOU

YOU SHOULD CONSIDER INVESTING IN THIS FUND IF:
o You are seeking long-term growth of capital.
o You are more comfortable with established, well-known companies.
o You are investing for the long term (five years or more).

YOU SHOULD NOT INVEST IN THIS FUND IF:

o You are worried about the possibility of sharp price swings and dramatic
market declines.
o You are interested in earning current income.
o You are investing for the short term (less than five years).

PRINCIPAL RISKS

An investment in Davis New York Venture Fund is not a bank deposit and is not
insured or guaranteed by any bank, the Federal Deposit Insurance Corporation, or
any other government agency.

3
<PAGE>

You can find more detailed information about the risks of the Fund's particular
investments in the section called HOW WE MANAGE THE FUND.

PAST PERFORMANCE

The bar chart and the table below provide an indication of the risks of
investing in Davis New York Venture Fund by showing changes in the Fund's
year-to-year performance and by showing how the Fund's average annual returns
for one year and since inception compare to those of the S&P 500(R), a widely
recognized unmanaged index of stock performance. How the Fund has performed in
the past is not necessarily an indication of how the Fund will perform in the
future.

DAVIS NEW YORK VENTURE FUND
TOTAL RETURN OVER THE LAST THREE-YEAR PERIOD
(As of December 31st of each year)
CLASS Y SHARES

1997 34.04%
1998 15.12%
1999 17.90%

During the period shown above, the highest quarterly return was 21.43% for the
fourth quarter of 1998, and the worst quarterly return was (14.33)% for the
third quarter of 1998. Year-to-date performance as of 10/31/00 (unannualized)
was 9.34%.

DAVIS NEW YORK VENTURE FUND AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 1999)

--------------------------------------------------------------------------------
1 YEAR LIFE OF CLASS
(SINCE 10/2/96)
--------------------------------------------------------------------------------
Class Y shares 17.90% 23.94%
--------------------------------------------------------------------------------
S&P 500 Index 21.04% 27.89%
--------------------------------------------------------------------------------

FEES AND EXPENSES OF THE FUND

FEES YOU MAY PAY AS A DAVIS NEW YORK VENTURE FUND SHAREHOLDER
(Paid Directly from Your Investment)

--------------------------------------------------------------------------------
CLASS Y
SHARES
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price) None
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) None
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
--------------------------------------------------------------------------------
Exchange Fee None
--------------------------------------------------------------------------------

4
<PAGE>

ANNUAL FUND OPERATING EXPENSES FOR FISCAL YEAR ENDED JULY 31, 2000
(Deducted from the Fund's Assets)

--------------------------------------------------------------------------------
CLASS Y
SHARES
--------------------------------------------------------------------------------
Management Fees 0.52%
--------------------------------------------------------------------------------
Distribution (12b-1) Fees None
--------------------------------------------------------------------------------
Other Expenses 0.08%
--------------------------------------------------------------------------------
Total Annual Operating Expenses 0.60%
--------------------------------------------------------------------------------

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

--------------------------------------------------------------------------------
IF YOU SELL YOUR 1 YEAR 3 YEARS 5 YEARS 10 YEARS
SHARES IN...
--------------------------------------------------------------------------------
CLASS Y SHARES $61 $192 $335 $750
--------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

This table is designed to show you the financial performance of Davis New York
Venture Fund for the fiscal years 1998, 1999 and 2000, and the period from
October 2, 1996 (when the Fund began selling Class Y shares to the public)
through July 31, 1997, assuming that all dividends and capital gains have been
reinvested. Some of the information reflects financial results for a single Fund
share. The total returns represent the rate that an investor would have earned
(or lost) money on an investment in the Fund.

KPMG LLP has audited the information for fiscal years ended 1998, 1999 and 2000.
KPMG LLP's report, along with the Fund's financial statements, is included in
the annual report, which is available upon request. Another accounting firm
audited the information for the previous fiscal year.

5
<PAGE>

DAVIS NEW YORK VENTURE FUND
Financial highlights
CLASS Y
================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

<TABLE>
<CAPTION>
OCTOBER 2, 1996
YEAR ENDED JULY 31 (INCEPTION OF CLASS)
-------------------------------- THROUGH
2000 1999 1998 JULY 31, 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period............... $ 28.00 $ 24.55 $ 23.12 $ 16.66
------- ------- ------- -------

Income From Investment Operations
---------------------------------
Net Investment Income......................... 0.20 0.25 0.24 0.15
Net Realized and Unrealized Gains............. 3.45 3.87 2.31 7.07
------- ------- ------- -------
Total From Investment Operations............ 3.65 4.12 2.55 7.22

Dividends and Distributions
---------------------------
Dividends from Net Investment Income.......... (0.07) (0.19) (0.29) (0.06)
Distributions from Realized Gains............. (0.62) (0.48) (0.83) (0.70)
------- ------- ------- -------
Total Dividends and Distributions........... (0.69) (0.67) (1.12) (0.76)
------- ------- ------- -------

Net Asset Value, End of Period..................... $ 30.96 $ 28.00 $ 24.55 $ 23.12
======= ======= ======= =======

Total Return(1).................................... 13.33% 17.19% 11.48% 44.71%
---------------

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000,000 omitted)... $1,005 $734 $735 $534
Ratio of Expenses to Average Net Assets....... 0.60% 0.62% 0.59% 0.62%*
Ratio of Net Investment Income to Average
Net Assets.................................. 0.59% 0.84% 1.12% 1.19%*
Portfolio Turnover Rate(2).................... 29% 25% 11% 24%
</TABLE>

(1) Assumes hypothetical initial investment on the business day before the
first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the
reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in
the total returns.

(2) The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation.

* Annualized.

6
<PAGE>

WHO IS RESPONSIBLE FOR YOUR DAVIS ACCOUNT

INVESTMENT ADVISER

DAVIS SELECTED ADVISERS, L.P.
Referred to throughout this prospectus as "Davis Selected Advisers"
2949 East Elvira Road
Suite 101
Tucson, AZ 85706

o Provides investment advice for Davis New York Venture Fund's portfolio.
o Manages the Fund's business affairs.
o Provides day-to-day administrative services.
o Serves as investment adviser for all of the Davis Funds, other mutual funds
and other institutional clients.
o Annual Adviser Fee for fiscal year July 31, 2000 (based on average net
assets): 0.52%.

INVESTMENT SUB-ADVISER

DAVIS SELECTED ADVISERS - NY, INC.
609 Fifth Avenue
New York, NY 10017
o Performs investment management and research services for Davis New York
Venture Fund and other institutional clients.
o Wholly owned subsidiary of Davis Selected Advisers.
o Annual Fee: Davis Selected Advisers pays the fee, not the Fund.

CUSTODIAN AND TRANSFER AGENT

STATE STREET BANK AND TRUST COMPANY
Referred to throughout this prospectus as "State Street Bank and Trust"
P.O. Box 8406
Boston, MA 02266-8406
o Prices Davis New York Venture Fund daily.
o Holds share certificates and other assets of the Fund.
o Maintains records of shareholders.
o Issues and cancels share certificates.
o Supervises the payment of dividends.

BOARD OF DIRECTORS

7
<PAGE>

DISTRIBUTOR

DAVIS DISTRIBUTORS, LLC
Referred to throughout this prospectus as "Davis Distributors"
2949 East Elvira Road
Suite 101
Tucson, AZ 85706
o Oversees purchases of shares and promotional activities for Davis Funds and
other mutual funds managed by Davis Selected Advisers.

o Wholly owned subsidiary of Davis Selected Advisers.

SENIOR RESEARCH ADVISER AND FOUNDER OF THE ADVISER

SHELBY M.C. DAVIS
Responsibilities:
o Senior Research Adviser of Davis Selected Advisers.
o Founder of Davis Selected Advisers.

Other Experience:
o Served as a Portfolio Manager of Davis New York Venture Fund from its
inception in February 1969 until February 1997.
o Served as a Portfolio Manager of a growth and income fund managed by Davis
Selected Advisers from May 1993 until February 1997.

PORTFOLIO MANAGERS

CHRISTOPHER C. DAVIS
Responsibilities:
o President and a Portfolio Manager of Davis New York Venture Fund since
October 1995.
o Also manages other equity funds advised by Davis Selected Advisers.

Other Experience:

o Assistant Portfolio Manager and research analyst working with Shelby M.C.
Davis from September 1989 to September 1995.

KENNETH CHARLES FEINBERG
Responsibilities:
o A Portfolio Manager of Davis New York Venture Fund since May 1998.
o Also manages other equity funds advised by Davis Selected Advisers.

Other Experience:

o Research analyst at Davis Selected Advisers since December 1994.

OUR CODE OF ETHICS

8
<PAGE>

HOW WE MANAGE THE FUND

WHAT WE INVEST IN AND WHY

For more details concerning current investments and market outlook, please see
the most recent annual or semi-annual report.

COMMON STOCK

WHAT THEY ARE. Common stock represents ownership of a company.

WHAT WE LOOK FOR IN A COMPANY

1. FIRST-CLASS MANAGEMENT. We believe that great companies are created by
great managers. In visiting companies, we look for managers with a record
of doing what they say they are going to do.

2. MANAGEMENT OWNERSHIP. Just as we invest heavily in our own funds, we look
for companies where individual managers own a significant stake.

3. STRONG RETURNS ON CAPITAL. We want companies that invest their capital
wisely and reap superior returns on those investments.

4. LEAN EXPENSE STRUCTURE. Companies that can keep costs low are able to
compete better, especially in difficult times. A low cost structure sharply
reduces the risk of owning a company's shares.

5. DOMINANT OR GROWING MARKET SHARE IN A GROWING MARKET. A company that is
increasing its share of a growing market has the best of both worlds.

7. STRONG BALANCE SHEET. Strong finances give a company staying power to
weather difficult economic cycles.

9
<PAGE>

8. COMPETITIVE PRODUCTS OR SERVICES. We invest in companies with products that
are not vulnerable to obsolescence.

9. SUCCESSFUL INTERNATIONAL OPERATIONS. A proven ability to expand
internationally reduces the risk of being tied too closely to the U.S.
economic cycle.

10. INNOVATION. The savvy use of technology in any business, from a food
company to an investment bank, can help reduce costs and increase sales.

RISKS. Factors that influence the value of a share of common stock are primarily
general market and economic conditions, and the financial condition and
performance of the issuer.

OTHER SECURITIES AND INVESTMENT STRATEGIES

10
<PAGE>

RISK SPECTRUM

--------------------------------------------------------------------------------
DAVIS FUNDS LOW MED HIGH
--------------------------------------------------------------------------------
DAVIS GROWTH OPPORTUNITY FUND o
--------------------------------------------------------------------------------
DAVIS INTERNATIONAL TOTAL RETURN FUND o
--------------------------------------------------------------------------------
DAVIS FINANCIAL FUND o
--------------------------------------------------------------------------------
DAVIS REAL ESTATE FUND o
--------------------------------------------------------------------------------
DAVIS NEW YORK VENTURE FUND o
--------------------------------------------------------------------------------
DAVIS GROWTH & INCOME FUND o
--------------------------------------------------------------------------------
DAVIS CONVERTIBLE SECURITIES FUND o
--------------------------------------------------------------------------------
DAVIS GOVERNMENT BOND FUND o
--------------------------------------------------------------------------------
DAVIS GOVERNMENT MONEY MARKET FUND o
--------------------------------------------------------------------------------

For more information about any of the other Davis Funds, including risks, fees
and expenses, ask for a prospectus. Read it carefully before investing or
sending money.

ONCE YOU INVEST IN DAVIS FUNDS

This section describes how your investment is valued, how you earn money on your
investment, and how the government may tax these earnings.

HOW YOUR SHARES ARE VALUED

11
<PAGE>

HOW SECURITIES IN THE PORTFOLIO ARE VALUED

We use current market valuations to price the securities in Davis New York
Venture Fund:

o Over-the-counter securities are valued at the average of closing bid and
asked prices.

o Discount securities purchased with a maturity of one year or less are
usually valued at amortized cost.

o Securities with unavailable market quotations and other assets are valued
at "fair value"--which is determined by the Board of Directors.

HOW WE PAY EARNINGS

There are two ways you can receive payments from Davis New York Venture Fund:

o DIVIDENDS. Dividends are distributions to shareholders of net investment
income and short-term capital gains on investments.

o CAPITAL GAINS. Capital gains are profits received by the Fund from the sale
of securities held for the long term, which are then distributed to
shareholders.

We also offer a DIVIDEND DIVERSIFICATION PROGRAM, which allows you to have your
dividends and capital gains reinvested in shares of another Davis Fund.

12
<PAGE>

Number is correct and you are not subject to backup withholding. Backup
withholding is required for taxpayers who are subject to back taxes for failure
to report all interest and dividends.

HOW TO PUT YOUR DIVIDENDS AND CAPITAL GAINS TO WORK

You can have all dividends and capital gains automatically invested in the same
share class of this or other Davis Funds. To be eligible for this DIVIDEND
DIVERSIFICATION PROGRAM, all accounts involved must be registered under the same
name and the same class of shares. Shares are purchased at the chosen Fund's net
asset value on the dividend payment date. You can make changes to your selection
or withdraw from the program with 10 days' notice. To participate in this
program, fill out the cross-reinvest information in the appropriate section of
the Application Form. Once your account has been opened and you wish to
establish this program, call for more information.

HOW YOUR DIVIDENDS AND CAPITAL GAINS ARE TAXED

o If Davis New York Venture Fund pays dividends, the dividends are taxable to
shareholders as ordinary income. Dividends include both net investment
income and short-term capital gains.

o If Davis New York Venture Fund pays net capital gains, the net capital
gains generally will be taxed as a long-term capital gain distribution.

These payments may be taxed at different rates depending on the length of time
the Fund holds its assets. More information is provided in the instructions that
come with your tax return.

Investment earnings (dividends and capital gains), whether received in cash or
reinvested in shares, are taxable in the year in which they are declared, not
the year they are paid.

Also, keep in mind that when you sell or exchange shares of the Fund, it may
result in a taxable gain or loss.

We recommend that you consult with a tax adviser about dividends and capital
gains that may be received from Davis New York Venture Fund.

PRIVACY NOTICE

We collect information about you from your account application and other forms
that you may deliver to us. We use this information to process your requests and
transactions, for example, to provide you with additional information about our
funds, to open an account for you, or to process a transaction. In order to
service your account and effect your transactions, we may provide your personal
information to firms that assist us in servicing your account, such as our
transfer agent. We may also provide your name and address to one of our agents
for the purpose of mailing to you your account statement and other information
about our products and services. We require these outside firms and agents to
protect the confidentiality of your information and to use the information only
for the purpose for which the disclosure is made. We do not provide customer
names and addresses to outside firms, organizations or individuals except in
furtherance of our business relationship with you, or as otherwise allowed by
law.

13
<PAGE>

HOW TO OPEN AN ACCOUNT

You can open an account if you invest:

o At least $5 million for an institution (trust company, bank trust,
endowment, pension plan, foundation) acting on behalf of its own account or
one or more clients.

o At least $5 million for a government entity (a state, county, city,
department, authority or similar government agency).

o With an account established under a "wrap account" or other fee-based
program that is sponsored and maintained by a registered broker-dealer
approved by our distributor, Davis Distributors.

Generally, the Fund does not issue share certificates for purchases. Each time
you add to or withdraw from your account, you will receive a statement showing
the details of the transaction--along with any other transactions you made
during the current year.

THREE WAYS YOU CAN OPEN AN ACCOUNT

1. BY MAIL. Fill out the Application Form included in this prospectus and mail
it to our service provider, State Street Bank and Trust, at the address
stated below. You must sign the Application Form. Include a check made
payable to DAVIS FUNDS or, in the case of a retirement account, the
custodian or trustee. All purchases by check should be in U.S. dollars.
DAVIS FUNDS WILL NOT ACCEPT THIRD-PARTY CHECKS.

2. BY DEALER. You may have your dealer order and pay for the shares. In this
case, you must pay your dealer directly. Your dealer will then order the
shares from our distributor, Davis Distributors. Please note that your
dealer may charge a service fee or commission for buying these shares.

3. BY WIRE. You may wire federal funds directly to our service provider, State
Street Bank and Trust. Before you wire an initial investment, you must call
Davis Distributors and obtain an account number and Application Form. A
customer service representative will assist you with your initial
investment by wire. After the initial wire purchase is made, you will need
to return the Application Form to State Street Bank and Trust. To ensure
that the purchase is credited properly, follow these wire instructions:

HOW TO BUY, SELL AND EXCHANGE SHARES

An exchange occurs when you sell shares in one Davis Fund to buy shares in
another Davis Fund in the same class of shares in response to changes in your
goals or in market conditions.

14
<PAGE>

THREE WAYS TO BUY, SELL AND EXCHANGE SHARES

1. BY TELEPHONE. Call 1-800-279-0279. You can speak directly with a Davis
Funds representative during our business hours (9 a.m. to 6 p.m. Eastern
Standard Time) or use our automated telephone system anytime, day or night.

2. BY MAIL. Send the request to our service provider, State Street Bank and
Trust.

Regular Mail
State Street Bank and Trust Company
c/o Davis Funds
P.O. Box 8406
Boston, MA 02266-8406

Overnight Mail
State Street Bank and Trust Company
c/o Davis Funds
66 Brooks Drive
Braintree, MA 02184

WHEN YOUR TRANSACTIONS ARE PROCESSED

For your transaction to be counted on the day you place your order with your
broker-dealer or other financial institution, they must:

o Receive your order before 4 p.m. Eastern Standard Time.

o Promptly transmit the order to State Street Bank and Trust.

BUYING MORE SHARES

When you purchase shares by mail, send a check made payable to DAVIS FUNDS for
the amount of purchase to our service provider, State Street Bank and Trust. If
you have the purchase form from your most recent statement, include it with the
check. If you do not have a purchase form, include a letter with your check
stating the name of the Fund, your account number and that the investment should
be made in Class Y shares.

When you buy shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

15
<PAGE>

SELLING SHARES

You may sell back all or part of your shares in any Davis Fund in which you
invest (known as a redemption) at any time, at net asset value. You can sell the
shares by telephone, by mail or through a dealer.

When you sell shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

WHAT YOU NEED TO KNOW BEFORE YOU SELL YOUR SHARES

o A sale may produce a gain or loss. Gains may be subject to tax.

SPECIAL SALE SITUATIONS

o Davis Funds may make sales payments in securities if the Board of Directors
decides that making cash payments would harm a Fund.

16
<PAGE>

WIRING SALE PROCEEDS TO YOUR BANK ACCOUNT

While State Street Bank and Trust will accept electronic wire sales by telephone
or dealer, you still need to fill out and submit the information under the
Electronic Wire Privilege section of the Application Form. Once your account has
been opened and you have not previously established the Electronic Wire
Privilege, you must submit a letter of instruction with a medallion signature
guarantee signed by all registered owners at the time of the wire sale. If you
are currently an investor with a non-retirement account and have already
established this privilege, you may call our customer service department to
execute a wire sale by telephone.

EXCHANGING SHARES

You can sell Class Y shares of any Davis Fund to buy Class Y shares in any other
Davis Fund. This is known as an exchange. You can exchange shares by telephone,
by mail or through a dealer. The initial exchange must be for at least $5
million for institutions or government entities or minimums set by wrap program
sponsors. Class A shareholders who are eligible to buy Class Y shares may also
exchange their shares for Class Y shares of the Fund. Exchanges are normally
performed on the same day of the request if received in good order by 4 p.m.
Eastern Standard Time.

When you exchange shares by mail, you must send our service provider, State
Street Bank and Trust, a written request for the exchange. No medallion
signature guarantee is required unless shares are also being sold for cash,
which is known as a redemption. Please see the section WHAT YOU NEED TO KNOW
BEFORE YOU SELL YOUR SHARES for restrictions that might apply to this type of
transaction.

When you exchange shares through a dealer, you may be charged a service fee or
commission for performing the transaction.

There are limits to the number of exchanges you can make each year. Currently,
four exchanges are allowed during a 12-month period. Davis Distributors must
approve any exchanges above the limit in writing.

YOU CAN MAKE EXCHANGES AMONG ANY OF THE DAVIS FUNDS WITHOUT HAVING TO PAY ANY
SALES CHARGE:

EQUITY FUNDS
Davis New York Venture Fund
Davis Growth Opportunity Fund
Davis Financial Fund
Davis International Total Return Fund

GROWTH & INCOME FUNDS
Davis Growth & Income Fund
Davis Real Estate Fund
Davis Convertible Securities Fund

17
<PAGE>

GOVERNMENT BOND FUND
Davis Government Bond Fund

GOVERNMENT MONEY MARKET FUND
Davis Government Money Market Fund

For more information about any of the other Davis Funds, including risks, fees
and expenses, ask for a prospectus. Read it carefully before investing or
sending money.

TELEPHONE TRANSACTIONS

A benefit of investing through Davis Funds is that you can use our telephone
system to buy, sell or exchange shares. If you do not wish to have this option
activated for your account, complete the appropriate section of the Application
Form.

When you call Davis Distributors, you can perform a transaction with Davis Funds
in two ways:

o Speak directly with a representative during business hours (9 a.m. to 6
p.m. Eastern Standard Time).

o If you have a TouchTone(TM) telephone, you can use the automated telephone
system, known AS DAVIS DIRect ACCESS, 24 hours a day, seven days a week.

Be aware that during unusual market conditions, Davis Funds may not be able to
accept all requests by telephone.

INTERNET TRANSACTIONS

You can use our Website--www.davisfunds.com--to review your account balance and
recent transactions. Your account may qualify for the privilege to purchase,
sell or exchange shares online through the Internet. You may also request
confirmation statements and tax summary information be mailed to the address on
file. Please review our Website for more complete information. If you do not
wish to have this option activated for your account, please contact our customer
service department.

This PIN is required each time you access your Davis account online.

When you transact over the Internet, you agree that Davis Funds are not liable
for processing instructions believed to be genuine.

18
<PAGE>

YOU CAN USE DAVIS DIRECT ACCESS TO:

o GET THE PRICE, TOTAL RETURN AND FUND DESCRIPTION FOR ANY DAVIS FUND.

o CHECK YOUR ACCOUNT BALANCE AND OTHER ACCOUNT INFORMATION.

o BUY, SELL AND EXCHANGE SHARES.

o GET THE MAILING ADDRESS AND WIRE INSTRUCTIONS FOR ANY DAVIS FUND.

o REQUEST LITERATURE ABOUT ANY DAVIS FUND.

DAVIS FUNDS:

OVER 25 YEARS OF RELIABLE INVESTING(R)

19
<PAGE>

ADDRESS AND TELEPHONE GUIDE

OUR TELEPHONE NUMBER: OUR INTERNET ADDRESS:
1-800-279-0279 http://www.davisfunds.com

OUR MAILING ADDRESS:
Davis Funds
2949 East Elvira Road, Suite 101
Tucson, AZ 85706

OUR SERVICE PROVIDER'S REGULAR OUR SERVICE PROVIDER'S OVERNIGHT
MAILING ADDRESS: MAILING ADDRESS:
State Street Bank and Trust Company State Street Bank and Trust Company
c/o Davis Funds c/o Davis Funds
P.O. Box 8406 66 Brooks Drive
Boston, MA 02266-8406 Braintree, MA 02184

20
<PAGE>

OTHER FUND DOCUMENTS

WHERE YOU CAN GET THESE DOCUMENTS:

o BY TELEPHONE. Call Davis Funds toll-free at 1-800-279-0279, Monday through
Friday, 9 a.m. to 6 p.m. Eastern Standard Time. You also may call this
number for account inquiries.

o VIA THE INTERNET. Visit the SEC Website (WWW.SEC.GOV).

o FROM THE SEC. The SEC's Public Reference Room in Washington DC. For more
information call 1-202-942-8090. Additional copies of this information can
be obtained, for a duplicating fee, by electronic request at
[email protected] or by writing the Public Reference Section of the SEC,
Washington D.C. 20549-6009.

o BY MAIL. Specify the document you are requesting when writing to us.

DAVIS FUNDS
2949 EAST ELVIRA ROAD, SUITE 101
TUCSON, AZ 85706
1-800-279-0279

Investment Company Act File No. 811-1701

<PAGE>

DAVIS GROWTH & INCOME FUND

Prospectus and Application Form
Class A shares
Class B shares
Class C shares

December 1, 2000

Over 25 Years Of Reliable Investing(R)

<PAGE>

TABLE OF CONTENTS

Overview of the Fund
Investment Objectives and Strategy
Determining If This Fund Is Right for You
Principal Risks
Past Performance
Fees and Expenses of the Fund
Financial Highlights

Who Is Responsible for Your Davis Account

How We Manage the Fund

Once You Invest in Davis Funds

Privacy Notice

How to Choose a Share Class

How to Open an Account

How to Buy, Sell and Exchange Shares

Davis Funds: Over 25 Years of Reliable Investing(R)

Other Fund Documents

2
<PAGE>

OVERVIEW OF DAVIS GROWTH & INCOME FUND

INVESTMENT OBJECTIVES AND STRATEGY

Davis Growth & Income Fund's investment objectives are capital growth and
income. We strive to meet these objectives by using a conservative investment
strategy. Ordinarily, most of the Fund's assets are invested in the common stock
of growing companies. However, since the stock market can decline and the value
of individual stocks can suffer in response to uncontrollable and unpredictable
events, we balance Davis Growth & Income Fund's portfolio by buying real estate
securities, convertible securities and bonds. These investments may not respond
to changes in market and general economic conditions in the same ways that
common stocks respond. As a result, they may retain their value better than
common stock, particularly during a general decline in the stock market. In
addition, real estate securities, convertible securities and bonds may earn more
income than common stock. In the current market environment, we expect that
distributions from current income will be low.

Our portfolio managers use the Davis investment philosophy to select common
stock of quality, overlooked growth companies at value prices and to hold them
for the long term.

Please see the inside back cover page of this prospectus to learn about the
Davis investment philosophy.

Davis Growth & Income Fund's portfolio managers constantly evaluate market
conditions and the Fund's mix of assets to ensure that the Fund owns an
appropriate blend of growth-oriented and income-oriented investments.

You can find more detailed information about the types of securities that Davis
Growth & Income Fund buys in the section called HOW WE MANAGE THE FUND.

DETERMINING IF THIS FUND IS RIGHT FOR YOU

YOU SHOULD CONSIDER INVESTING IN THIS FUND IF:

o You are risk-sensitive, but would like to invest in growing companies.
o You are primarily interested in growth-oriented investments, but want
current income.
o You are looking for a diversified fund to weather varied market cycles.
o You are investing for the long term (five years or more).

YOU SHOULD NOT INVEST IN THIS FUND IF:
o You are worried about the possibility of sharp price swings and dramatic
market declines.
o You are investing for the short term (less than five years).
o You are primarily interested in current income with minimal risk.

3
<PAGE>

PRINCIPAL RISKS

If you buy shares of Davis Growth & Income Fund, you may lose some or all of the
money that you invest. The investment return and principal value of an
investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost. This section
describes what we think are the most significant factors that can cause the
Fund's performance to suffer.

o MARKET RISK. The market value of shares of common stock, real estate
securities, convertible securities and bonds can change rapidly and
unpredictably as a result of political or economic events having little or
nothing to do with the performance of the companies we invest in.

o COMPANY RISK. The market values of individual securities vary with the
success or failure of the company issuing the securities. As a result, the
success of the companies in which the Fund invests largely determines the
Fund's long term-performance.

o REAL ESTATE RISK. The value of real estate securities, which the Fund may
purchase, is subject to risks associated with the ownership of real estate.
These risks are described in the section called HOW WE MANAGE THE FUND.

o INTEREST RATE RISK. The value of fixed-income securities, which the Fund
purchases, usually declines when current interest rates increase.

o CREDIT RISK. The value of fixed-income securities that the Fund purchases
may decline if the issuer of the security experiences difficulty in making
timely interest and principal payments. The Fund may purchase high-yield,
high-risk debt securities.

An investment in Davis Growth & Income Fund is not a bank deposit and is not
insured or guaranteed by any bank, the Federal Deposit Insurance Corporation or
any other government agency.

You can find more detailed information about the risks of the Fund's particular
investments, as well as the role of credit rating agencies, in the section
called HOW WE MANAGE THE FUND.

PAST PERFORMANCE

The bar chart and the table below provide an indication of the risks of
investing in Davis Growth & Income Fund by showing how the Fund's average annual
returns for one year and since May 1, 1998 (commencement of operations) compare
to those of the S&P 500(R), a widely recognized unmanaged index of stock
performance. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

DAVIS GROWTH & INCOME FUND TOTAL RETURN
(As of December 31st)
CLASS A SHARES

1999 6.33%

During the period shown above, the highest quarterly return was 11.11% for the
second quarter of 1999, and the worst quarterly return was (10.31)% for the
third quarter of 1999. Year-to-date performance as of 10/31/00 (unannualized)
was 0.83%.

4
<PAGE>

DAVIS GROWTH & INCOME FUND
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 1999)

------------------------------------------------------------------------
PAST 1 YEAR LIFE
OF CLASS
------------------------------------------------------------------------
CLASS A sHARES* 1.30% 2.90%
(since 5/1/98)
------------------------------------------------------------------------
S&P 500(R)INDEX 21.04% 19.25%
------------------------------------------------------------------------
CLASS B SHARES* 1.25% 3.17%
(since 5/4/98)
------------------------------------------------------------------------
S&P 500(R)INDEX 21.04% 19.31%
------------------------------------------------------------------------
CLASS C SHARES* 4.23% 4.92%
(since 5/4/98)
------------------------------------------------------------------------
S&P 500(R)INDEX 21.04% 19.31%
------------------------------------------------------------------------

* Figures reflect sales charges.

5
<PAGE>

FEES AND EXPENSES OF THE FUND

FEES YOU MAY PAY AS A DAVIS GROWTH & INCOME FUND SHAREHOLDER
(Paid Directly from Your Investment)

--------------------------------------------------------------------------------------------------------------------
CLASS A SHARES CLASS B SHARES CLASS C SHARES
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a 4.75% None None
percentage of offering price)
--------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) Imposed on Redemptions 0.75% 4.00% 1.00%
(as a percentage of the lesser of the net asset value of the
shares redeemed or the total cost of such shares)
--------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None None
--------------------------------------------------------------------------------------------------------------------
Exchange Fee None None None
--------------------------------------------------------------------------------------------------------------------
</TABLE>

ANNUAL FUND OPERATING EXPENSES FOR FISCAL YEAR ENDED JULY 31, 2000
(Deducted from the Fund's Assets)

--------------------------------------------------------------------------------------------------------------------
TYPE OF EXPENSE CLASS A SHARES CLASS B SHARES CLASS C SHARES
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.75% 0.75% 0.75%
--------------------------------------------------------------------------------------------------------------------
Distribution (12b-1) Fees 0.10% 1.00% 1.00%
--------------------------------------------------------------------------------------------------------------------
Other Expenses 0.31% 0.41% 0.41%
--------------------------------------------------------------------------------------------------------------------
Total Annual Operating Expenses 1.16% 2.16% 2.16%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

---------------------------------------------------------------------------------------------------------------
IF YOU SELL YOUR SHARES IN... 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES $588 $826 $1,083 $1,817
---------------------------------------------------------------------------------------------------------------
CLASS B SHARES $619 $976 $1,359 $2,119*
---------------------------------------------------------------------------------------------------------------
CLASS C SHARES $319 $676 $1,159 $2,493
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
IF YOU STILL HOLD YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
AFTER...
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A SHARES $588 $826 $1,083 $1,817
---------------------------------------------------------------------------------------------------------------
CLASS B SHARES $219 $676 $1,159 $2,119*
---------------------------------------------------------------------------------------------------------------
CLASS C SHARES $219 $676 $1,159 $2,493
---------------------------------------------------------------------------------------------------------------
</TABLE>

* Class B shares expenses for the 10-year period include two years of Class A
shares expenses, since Class B shares automatically convert to Class A
shares after eight years.

6
<PAGE>

FINANCIAL HIGHLIGHTS

These tables are designed to show you the financial performance of Davis Growth
& Income Fund for fiscal years 1999 and 2000 and the period from May 1, 1998
(when the Fund began selling shares to the public), through July 31, 1998,
assuming that all dividends and capital gains have been reinvested. Some of the
information reflects financial results for a single Fund share. The total
returns represent the rate that an investor would have earned (or lost) money on
an investment in the Fund.

This information has been derived from the financial statements audited by KPMG
LLP, independent accountants, whose report--along with the Fund's financial
statements--is included in the Fund's most recent annual report to shareholders,
which is available upon request.

7
<PAGE>

DAVIS GROWTH & INCOME FUND
Financial highlights
Class A
================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

<TABLE>
<CAPTION>
MAY 1, 1998
(COMMENCEMENT
YEAR ENDED JULY 31, OF OPERATIONS)
----------------------------- THROUGH
2000 1999 JULY 31, 1998
------- ------- -------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period........... $ 10.85 $ 9.81 $ 10.00
------- ------- -------

Income(Loss) From Investment Operations
---------------------------------------
Net Investment Income..................... 0.07 0.16 0.03
Net Realized and Unrealized Gains (Losses) 0.25 1.05 (0.22)
------- ------- -------
Total From Investment Operations........ 0.32 1.21 (0.19)

Dividends and Distributions
---------------------------
Dividends from Net Investment Income...... (0.08) (0.17) -
Dividends from Realized Gains ............ (0.01) - -
------- ------- -------
Total Dividends and Distributions....... (0.09) (0.17) -

Net Asset Value, End of Period................. $ 11.08 $ 10.85 $ 9.81
======= ======= =======

Total Return(1)................................ 2.94% 12.48% (1.90)%
---------------

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000 omitted)... $49,508 $57,824 $49,715

Ratio of Expenses to Average Net Assets... 1.16% 1.16% 1.44%*
Ratio of Net Investment Income to Average
Net Assets.............................. 0.69% 1.39% 1.87%*
Portfolio Turnover Rate(2)................ 54% 18% 0%

</TABLE>

* Annualized

8
<PAGE>

DAVIS GROWTH & INCOME FUND
Financial highlights
Class B
================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

<TABLE>
<CAPTION>
MAY 4, 1998
(INCEPTION
YEAR ENDED JULY 31, OF CLASS)
-------------------------- THROUGH
2000 1999 JULY 31, 1998
---- ---- -------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period....... $ 10.82 $ 9.79 $ 10.00
------- ------- -------

Income(Loss) From Investment Operations
---------------------------------------
Net Investment Income................. (0.05) 0.05 0.01
Net Realized and Unrealized Gains
(Losses)............................. 0.25 1.05 (0.22)
------- ------- -------
Total From Investment Operations.... 0.20 1.10 (0.21)

Dividends and Distributions
---------------------------
Dividends from Net Investment Income.. -(3) (0.07) -
Dividends from Realized Gains......... (0.01) - -
------- ------- -------
Total Dividends and Distributions... (0.01) (0.07) -

Net Asset Value, End of Period............. $ 11.01 $ 10.82 $ 9.79
======= ======= =======

Total Return(1)............................
-------------
1.88% 11.34% (2.10)%

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000 omitted) $24,795 $33,643 $19,571

Ratio of Expenses to Average Net Assets 2.16% 2.17% 2.32%*
Ratio of Net Investment Income (Loss) to
Average Net Assets.................. (0.31)% 0.38% 0.99%*
Portfolio Turnover Rate(2)............ 54% 18% 0%
</TABLE>

(3) Less than $0.005 per share.

* Annualized

9
<PAGE>

DAVIS GROWTH & INCOME FUND
Financial highlights
Class C
================================================================================

Financial Highlights for a share of capital stock outstanding throughout each
period.

MAY 4, 1998
(INCEPTION
YEAR ENDED JULY 31, OF CLASS)
---------------------------- THROUGH
2000 1999 JULY 31, 1998
---- ---- -------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period....... $ 10.82 $ 9.79 $ 10.00
------- ------- -------

Income(Loss) From Investment Operations
---------------------------------------
Net Investment Income................. (0.01) 0.05 0.01
Net Realized and Unrealized Gains
(Losses)............................. 0.25 1.05 (0.22)
------- ------- -------
Total From Investment Operations.... 0.24 1.10 (0.21)

Net Asset Value, End of Period............. $ 11.05 $ 10.82 $ 9.79
======= ======= =======

Total Return(1)............................
-------------
2.24% 11.32% (2.10)%

Ratios/Supplemental Data
------------------------
Net Assets, End of Period (000 omitted) $8,714 $12,002 $5,512

(3) Less than $0.005 per share.

* Annualized

10
<PAGE>

WHO IS RESPONSIBLE FOR YOUR DAVIS ACCOUNT

A number of entities provide services to Davis Growth & Income Fund. This
section describes how the Fund is organized, the entities that perform these
services, and how these entities are compensated. Additional information on the
organization of the Fund is provided in the Fund's Statement of Additional
Information. For information on how to receive the Statement of Additional
Information, see the back cover of this prospectus.

INVESTMENT ADVISER

DAVIS SELECTED ADVISERS, L.P.
Referred to throughout this prospectus as "Davis Selected Advisers"
2949 East Elvira Road
Suite 101
Tucson, AZ 85706
o Provides investment advice for Davis Growth & Income Fund's portfolio.
o Manages the Fund's business affairs.
o Provides day-to-day administrative services.
o Serves as investment adviser for all of the Davis Funds, other mutual funds
and other institutional clients.
o Annual Adviser Fee for fiscal year July 31, 2000 (based on average net
assets): 0.75%.

INVESTMENT SUB-ADVISER

DAVIS SELECTED ADVISERS - NY, INC.
609 Fifth Avenue
New York, NY 10017
o Performs investment management and research services for Davis Growth &
Income Fund and other institutional clients.
o Wholly owned subsidiary of Davis Selected Advisers.
o Annual Fee: Davis Selected Advisers pays the fee, not the Fund.

CUSTODIAN AND TRANSFER AGENT

STATE STREET BANK AND TRUST COMPANY
Referred to throughout this prospectus as "State Street Bank and Trust"
P.O. Box 8406
Boston, MA 02266-8406
o Prices Davis Growth & Income Fund daily.
o Holds share certificates and other assets of the Fund.
o Maintains records of shareholders.
o Issues and cancels share certificates.
o Supervises the payment of dividends.

11
<PAGE>

BOARD OF DIRECTORS

DISTRIBUTOR

SENIOR RESEARCH ADVISER AND FOUNDER OF THE ADVISER
SHELBY M.C. DAVIS
Responsibilities:
o Senior Research Adviser of Davis Selected Advisers.
o Founder of Davis Selected Advisers.

PORTFOLIO MANAGERS

CHRISTOPHER C. DAVIS
Responsibilities:
o President and a Portfolio Manager of Davis Growth & Income Fund.
o Also manages other equity funds advised by Davis Selected Advisers.

Other Experience:
o A Portfolio Manager of Davis New York Venture Fund from October 1995 to the
present.
o Assistant Portfolio Manager and research analyst working with Shelby M.C.
Davis from September 1989 to September 1995.

12
<PAGE>

ANDREW A. DAVIS
Responsibilities:
o Vice President and a Portfolio Manager of Growth & Income Fund.
o A Portfolio Manager of Davis Convertible Securities Fund and Davis Real
Estate Fund since inception of each in 1994.
o Also manages other equity funds advised by Davis Selected Advisers.

o Other Experience:
o Vice President of convertible securities research at PaineWebber,
Incorporated, for six years.

OUR CODE OF ETHICS

HOW WE MANAGE THE FUND

WHAT WE INVEST IN AND WHY

Davis Growth & Income Fund's investment objectives are capital growth and
income. In keeping with the Fund's conservative approach to investing, our
portfolio managers balance the Fund's holdings of common stock with real estate
securities, convertible securities and bonds.

Real estate securities, convertible securities and bonds may be less susceptible
to changes in the stock market than common stocks. As a result, these securities
may retain their value better than common stock, particularly during a general
decline in the stock market. An additional benefit of the Fund's asset mix is
that the common stock in which the Fund invests offer the potential for capital
growth over the long term, while the real estate securities, convertible
securities and bonds generate current income.

During normal market conditions, approximately 60% of Davis Growth & Income
Fund's assets are common stock. Most of the remaining 40% of the Fund's holdings
generally are real estate securities, convertible securities, bonds and cash
equivalents. The Fund may vary these percentages as market conditions dictate.

Generally, there is no restriction on how much of the Fund's assets our
portfolio managers can invest in any particular type of security. However, some
of the securities that the Fund buys are considered "high-yield, high-risk"
investments because they do not have favorable credit ratings. The Fund cannot
devote more than 35% of its assets to such investments.

For more details concerning current investments and market outlook, please see
the most recent annual or semi-annual report.

13
<PAGE>

COMMON STOCK

WHAT THEY ARE. Common stock represents ownership of a company.

Most of Davis Growth & Income Fund's common stock is issued by U.S. companies
with large market capitalizations (that is, the market value of all of their
outstanding stock exceeds $5 billion).