VENTURE SERIES INC, 485BPOS, 1995-09-29

VENTURE SERIES INC
485BPOS, 1995-09-29

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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. 33-86578
POST-EFFECTIVE AMENDMENT NO. 1

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

REGISTRATION NO. 811-8870
AMENDMENT NO. 3

VENTURE SERIES, INC.

124 East Marcy Street
Santa Fe, New Mexico 87501
(1-505-983-4335)

Agent For Service: Sheldon R. Stein
D'Ancona & Pflaum
30 North LaSalle Street
Suite 2900
Chicago, Illinois 60602
(1-312-580-2014)

It is proposed that this filing will become effective:

----- immediately upon filing pursuant to paragraph (b)
X on October 1, 1995, pursuant to paragraph (b)
----- ---------------
----- 60 days after filing pursuant to paragraph (a)
----- on , pursuant to paragraph (a) of Rule 485
---------

In accordance with Section 24(f) of the Investment Company Act of 1940
and Rule 24f-2 thereunder, Registrant has previously elected to register
an indefinite number of shares of its Common Stock. The 24f-2 Notice for
the fiscal year ended September 30, 1995 will be filed on or about
November 15, 1995.
<PAGE>
FORM N-1A
VENTURE SERIES, INC.

REGISTRATION STATEMENT NO. 33-86578 UNDER
THE SECURITIES ACT OF 1933 AND UNDER THE
INVESTMENT COMPANY ACT OF 1940 TO
REGISTRATION STATEMENT NO. 811-8870.

CROSS REFERENCE SHEET
---------------------
N-1A
Item No. Prospectus Caption or Placement
- ------- -------------------------------
1 Front Cover
2 Summary
3 Financial Highlights
4 Summary; Investment Objective and Policies
5 Adviser, Sub-Adviser and Distributor; Distribution Plans;
Purchase of Shares; Summary; Investment Objective and Policies
5a Management's Discussion and Analysis of Fund Performance
6 Summary; Shareholder Inquiries; Dividends and Distributions;
Federal Taxes; Fund Shares; Certain Shareholders of the Fund
7 Purchase of Shares; Adviser, Sub-Adviser and Distributor;Exchange
of Shares; Determining the Price of Shares; Dividends and
Distributions
8 Redemption of Shares; Exchange of Shares
9 (Not Applicable)

Part B Caption or Placement
---------------------------
10 Cover Page
11 Table of Contents
12 (Not Applicable)
13 Fundamental Investment Restrictions; Non-Fundamental Investment
Restrictions; High Yield, High Risk Bonds; Risk Considerations;
Hedging of Foreign Currency Risks; Repurchase Agreements; Writing
Covered Call Options and Purchasing Options; Portfolio Transactions
14 Directors and Officers
15 Certain Shareholders of the Fund
16 Investment Advisory Services; Custodian; Auditors; Determining the
Price of Shares; Distribution of Fund Shares
17 Portfolio Transactions
18 *
19 Determining the Price of Shares; Reduction of Class A Sales Charge
20 *
21 *
22 Performance Data
23 Financial Statements
____________________

* Included in Prospectus
<PAGE>

PROSPECTUS February 1, 1995
As revised October 1, 1995

DAVIS INTERNATIONAL SERIES, INC.
(formerly, VENTURE SERIES, INC.)

Davis International Total Return Fund
(formerly, International Total Return Fund)

124 East Marcy Street
Santa Fe, New Mexico 87501
(800) 279-0279

Minimum Investment Plans Available
Initial Purchase $1,000 Individual Retirement Account (IRA)
For Retirement Plans $250 Prototype Retirement Plans
Subsequent Investment $25 Exchange Privilege
Automatic Investment Plan
Automatic Withdrawals

Davis International Total Return Fund (the "Fund") seeks total return
through capital growth or income or both. The Fund invests principally in
foreign securities.

The Fund offers two classes of shares, each having different expense
levels and sales charges. You may choose to purchase Class A shares,
normally with a sales charge imposed at the time you purchase the shares
("front-end sales charge") or Class B shares, on which no front-end sales
charge is imposed but upon which a deferred sales charge may be imposed
at the time of redemption depending on how long you have owned the
shares ("contingent deferred sales charge" or "CDSC"). Class B shares have
a higher level of expenses than Class A shares, including higher Rule
12b-1 fees, and automatically convert to Class A shares eight years after
purchase. These alternatives permit you to choose the method of
purchasing shares that is most beneficial to you, depending on the amount
of the purchase, the length of time you expect to hold the shares and other
circumstances.

This Prospectus concisely sets forth information about the Fund that
prospective investors should know before investing. It should be read
carefully and retained for future reference. A Statement of Additional
Information dated February 1, 1995 as revised October 1, 1995, has been
filed with the Securities and Exchange Commission and is incorporated
herein by reference. A copy of this Statement and other information about
the Fund which has been filed with the Commission may be obtained
without charge by writing to or calling the Fund at the above address or
telephone number.
--------------------------

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
SUMMARY

Fund Expenses. The following table is intended to assist you in
understanding the various costs and expenses that an investor in each
class of shares of the Fund will bear directly or indirectly. You can refer
to the section "Adviser, Sub-Adviser and Distributor" and "Purchase of
Shares" for more information on transaction and operating expenses of the
Fund.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses Class A Class B
- --------------------------------
<S> <C> <C>
Maximum sales load imposed on purchases.............................. 4.75% None
Maximum sales load imposed on reinvested dividends................... None None
Deferred sales load (a declining percentage of the
lesser of the net asset value of the shares
redeemed or the total cost of such shares)
Redeemed during first year....................................... None 4.00%
Redeemed during second or third year............................. None 3.00%
Redeemed during fourth or fifth year............................. None 2.00%
Redeemed during sixth year....................................... None 1.00%
Redeemed after sixth year........................................ None None
Exchange Fee......................................................... $5.00 $5.00

Annual Fund operating expenses (as a percentage of average net assets)
- ---------------------------------------------------------------------

Management fees.................................................. 1.00% 1.00%
12b-1 fees<F1><F2><F3>........................................... 0.18% 0.95%
Other expenses<F1>............................................... 0.70% 0.70%

Total Fund operating expenses<F1>......................... 1.88% 2.65%
<FN>
<F1>This information is based on estimated amounts for the Fund's
current fiscal year.

<F2>The effect of a Rule 12b-1 plan is that long-term shareholders may
pay more than the maximum front-end sales charge permitted under
applicable rules of the National Association of Securities Dealers, Inc.

<F3>Up to 0.25% of the average daily net assets attributable to the
shares may be paid annually to the selling firm for services to be provided
to the investor. Up to 0.75% of the average daily net assets attributable
to the Class B shares may be paid annually to the Adviser as a commission
on the sales of new shares, most of which is reallowed to the selling firm.
If such commissions exceed the 0.75% maximum, then unpaid amounts
accrue at 1% above prime, to be paid, if possible, in future years.
</FN>
</TABLE>
Example:

You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return:
<TABLE>
<CAPTION>
1 year 3 years
------ -------
<S> <C> <C>
Class A (assuming redemption at end of period).......... $66 $104

Class B (assuming redemption at end of period).......... $57 $102
Class B (assuming no redemption at end of period)....... $27 $82

</TABLE>

The 5% annual rate of return used in the example below is only for
illustration and is not intended to be indicative of the future performance
of the Fund, which may be more or less than the assumed rate. Future
expenses may be more or less than those shown.
<PAGE>
The Company and the Fund. Davis International Series, Inc. (the
"Company") is a diversified, open-end management investment company
incorporated in Maryland in 1994 and registered under the Investment
Company Act of 1940. The Company currently offers one investment
portfolio, the Davis International Total Return Fund (the "Fund"). The Fund
offers investors the choice between two classes of shares. Class A
shares may be purchased at a price equal to their net asset value per share
plus a front-end sales charge imposed at the time of purchase. Purchases
of $1 million or more of Class A shares may be purchased at net asset
value. Class B shares may be purchased at net asset value but are subject
to a CDSC imposed on most redemptions made within six years of
purchase. These alternatives permit an investor to choose the method of
purchasing shares that is most beneficial given the amount of the
purchase, the length of time the investor expects to hold the shares, and
other circumstances. Rule 12b-1 distribution fees are paid at an annual
rate not to exceed (i) for Class A shares, 0.25% of the Fund's aggregate
average daily net assets of the Class A shares and (ii) for Class B Shares,
1.00% of the Fund's aggregate average daily net assets of the Class B
shares. Investors should understand that the purpose and function of the
deferred sales charge and distribution fee with respect to the Class B
shares is the same as those of the front-end sales charge and distribution
fee with respect to the Class A shares.

Each share of the Fund, whether Class A or Class B, represents an
identical interest in the investment portfolio of the Fund. However,
shares differ by class in important respects. For example, Class B shares
incur higher distribution fees and bear certain other expenses and will
thus have a higher expense ratio and pay correspondingly lower dividends
than Class A shares. Class B shares will automatically convert to Class A
shares at the end of eight years after purchase, in the circumstances and
subject to the qualifications described in this Prospectus. The per share
net asset value of the Class B shares generally will be lower than the per
share net asset value of the Class A shares, reflecting the daily expense
accruals of the additional distribution fees and certain other expenses
applicable to Class B shares. It is expected, however, that the per share
net asset value of the classes, which differ by approximately the amount
of expense accruals between the classes, will tend to converge
immediately on the ex date of the dividends or distributions. The Board of
Directors may offer additional classes of shares in the future and may at
any time discontinue the offering of any class of shares. See "Purchase of
Shares--Alternative Purchase Arrangements".

Investment Objective. The Fund's investment objective is to obtain
total return through capital growth or income or both. It seeks its
objective principally through investment in a portfolio of foreign
securities. There is no assurance that the investment objective of the
Fund will be achieved. See "Investment Objective and Policies".

Opportunities and Risks. The Fund is designed for long-term
investors seeking the opportunity to diversify their investments in
different countries and markets, including emerging and developing
countries. These investments involve special risks including market,
currency, economic, political and regulatory risks. See "Special Risk
Factors". The Fund may invest in foreign currency contracts in order to
attempt to hedge its currency risks. The Fund may trade in forward
foreign currency exchange contracts (forward contracts), options on
currency contracts, currency futures contracts and options thereon and
securities indexed to foreign securities. See "Hedging Against Foreign
Currency Fluctuations".

Investment Adviser, Sub-Adviser and Distributor. Davis Selected
Advisers, L.P. (formerly, Selected/Venture Advisers, L.P.), (the "Adviser")
is the investment adviser and distributor of the shares of the Fund.
Atlantic Advisers Limited is the Fund's sub-adviser ("the Sub-Adviser").
See "Adviser, Sub-Adviser and Distributor".

Purchases, Exchanges and Redemptions. Class A shares are sold at
net asset value plus a sales charge, and are redeemed at net asset value.
Purchases of $1 million or more of Class A shares may be purchased at net
asset value. Class B shares are sold at net asset value without a
front-end sales charge but may
<PAGE>
be subject to a deferred sales charge at the time of redemption depending on
how long such shares have been owned. Initial and subsequent minimum investments
may be made in amounts equal to $1,000 and $25, respectively, except that the
minimum initial investment for retirement plans is $250. Shares may be
exchanged under certain circumstances at net asset value for the same class of
shares of certain other funds managed and distributed by the Adviser,
with a $5 service fee payable to the Adviser for each exchange. Accounts
with a market value of less than $250 caused by shareholder redemptions
are redeemable by the Fund. See "Purchase of Shares," "Exchange of
Shares" and "Redemption of Shares".

Shareholder Services. Questions regarding the Fund or your account
may be directed to Davis Selected Advisers, L.P. at 1-800-279-0279 or to
your sales representative. Written inquiries may be directed to Davis
Selected Advisers, L.P., P.O. Box 1688, Santa Fe, NM 87504-1688. During
drastic market conditions, the Adviser may experience difficulty in
accepting telephone inquires. If you are unable to contact the Adviser at
the above telephone number, you should call 1-505-820-3000 Monday
through Friday between 8:00 a.m. and 4:00 p.m. Mountain Time.

FINANCIAL HIGHLIGHTS

The following table provides you with information about the
financial history of the Fund's shares. The table expresses the
information in terms of a single Class A and B share for the seven months
of operations and is supplementary information to the Fund's financial
statements which are included in the Fund's Statement of Additional
Information dated February 1, 1995 as revised October 1, 1995. The
Statement of Additional Information may be obtained by writing or calling
the Fund. The Fund's financial statements and financial highlights for the
seven months ended August 31, 1995, are unaudited.
<PAGE>
<TABLE>
<CAPTION>
CLASS A CLASS B

Seven Months Seven Months
ended ended
8/31/95 8/31/95
(Unaudited) (Unaudited)
--------- ---------
<S> <C> <C>
Net Asset Value,
Beginning of Period............................................... $ 10.00 $ 10.00
------- -------
Income From Investment Operations
- ---------------------------------
Net Investment Income............................................. .05 _
Net Gains on Securities
(both realized and unrealized).................................. 1.71 1.71
Total From Investment ------- -------
Operations.................................................... 1.76 1.71

Less Distributions
- ------------------
Dividends (from net
investment income).............................................. _ _
Distributions From
Realized Capital Gains.......................................... _ _
Distributions From
Paid In Capital................................................. _ _
------- -------
Total Distributions............................................ _ _
------- -------
Net Asset Value,
End of Period.................................................... $ 11.76 $ 11.71
------- -------
------- -------
Total Return <F1>................................................... 17.60% 17.10%
- ------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of
Period (000 omitted)............................................ 13,147 1,770
Ratio of Expenses
to Average Net Assets.......................................... 1.71%<F2> 2.50%<F2>
Ratio of Net Income
to Average Net Assets........................................... 1.08% 0.29%

Portfolio Turnover
Rate............................................................ 71% 71%
<FN>
<F1> Sales charges are not reflected in calculation.

<F2> Annualized.
</FN>
</TABLE>
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES

General. The Fund's investment objective is total return through
capital growth or income or both. The Fund invests principally in foreign
securities, which are securities of issuers (i) organized outside of the
United States or (ii) wherever organized, whose principal assets or
business activities are located, or whose securities are principally
traded, outside the United States. The determination of the location of
principal assets or business activities will be based on the location of
assets, personnel and sources of sales and earnings. If at least 50% of the
value of the issuer's assets, revenues or profits are located in, or derived
from, goods produced or sold, investments made or services performed,
outside the United States, the issue will be deemed to be a foreign
security. Normally, at least 65% of the Fund's total assets will be
invested in foreign securities and the Fund will have investments
representing at least three countries outside of the United States.

Usually the Fund will be invested principally in foreign equity
securities. However, there is no limitation on the type of securities in
which the Fund may invest nor on the amount of assets that may be
invested for growth or income or both. At times when the Sub-Adviser
believes the Fund's objective would be better achieved by a larger
proportion of debt securities, holdings of such securities will be
increased and may represent a larger portion of the portfolio. When the
Sub-Adviser believes that economic or market conditions require a
temporary defensive strategy, part or all of the Fund's assets may be
invested in short-term obligations rated high grade or deemed by the
Sub-Adviser to be of comparable quality. Such obligations include
commercial paper and short-term notes of non-governmental firms and
obligations of the U.S. Government or of a foreign government, or any
agency or instrumentality thereof, and repurchase agreements with
respect thereto. Such strategy could be limited to only a portion of the
portfolio. For instance, the Fund may invest in short-term obligations of
the government of a foreign country as a limited defensive strategy in
order to remain in securities denominated in that currency.

Investment Concentration. Seventy-five percent of the Fund's total
assets are invested so that no investment is made that would cause more
than 5% of its total assets to be invested in any one issuer. The remaining
25% of the Fund's total assets are not so limited which would allow the
Sub-Adviser to invest 25% of the Fund's total assets in a single issuer. In
the event that the Sub-Adviser chooses to make such an investment, it
may expose the Fund to greater risk. The Fund does not invest 25% or more
of its total assets in any one industry. Securities of the U.S. Government,
its agencies and instrumentalities and, if and when the Securities and
Exchange Commission allows, securities of foreign governments and their
agencies and instrumentalities, are not deemed to be industries for this
purpose. The Fund invests less than 25% of its total assets in securities
related to any single foreign country. It may from time to time be
principally invested in one or two regions (such as Europe and the Pacific
Rim) which the Sub-Adviser believes then provide the best opportunity for
total return. Investments may include securities issued by companies
which have undergone or are currently undergoing privatization. In
determining investments between countries and the appropriate
distribution of investments among various countries and geographic
regions, the Sub-Adviser ordinarily considers such factors as prospects
for relative economic growth among foreign countries; expected levels of
inflation; relative price levels of the various capital markets; government
policies influencing business conditions; the outlook for currency
relationships and the range of individual investment opportunities
available to the international investor. In selecting securities for growth,
the Sub-Adviser considers factors such as undervalued assets or earnings
potential, product development and demand, favorable operating ratios,
resources for expansion, management abilities, reasonableness of market
price, and favorable overall business prospects. When purchasing debt
securities, the Sub-Adviser generally looks for securities with an
advantageous yield consistent with reasonable but not unusual risk.
Selection of securities for both growth and income will usually involve a
mix of these considerations.

Investment in Other Investment Companies. The Fund may invest in
foreign securities through other listed and unlisted investment companies
so long as such investment does not cause the Fund to (a) have
<PAGE>
more than 5% of the value of its total assets invested in any one such company,
(b) have more than 10% of the Fund's total assets invested in such companies,
or (c) own more than 3% of the total outstanding voting stock of any such
company. Such investments may involve the payment of premiums above
the value of the portfolio securities held by such other investment
companies. The return on such investment may be reduced both by the
Fund's own expenses, including its Advisory fees, and the management
fees and expenses of the other investment company. However, due to legal
currency, liquidity or other restrictions, investments in some countries
may be currently limited and marketable investments may be made more
readily by investing in investment companies primarily investing in
securities of these countries. See "Risk Factors" and "Federal Taxes -
Passive Foreign Investment Companies".

Debt Securities. The value of fixed-income securities is sensitive
to interest rate changes as well as the financial strength of the debtor.
When interest rates go down, debt securities in the portfolio tend to
appreciate in value. Conversely, when interest rates go up, such
securities tend to depreciate in value. Generally, the debt securities in
which the Fund invests are investment grade securities. These are
securities rated in the four highest grades assigned by Moody's Investors
Service, Inc. or Standard & Poor's Corporation or that are unrated but
deemed to be of comparable quality by the Sub-Adviser. The lowest of
these grades has speculative characteristics; changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments. The Fund may invest in
securities below investment grade (so called "junk bonds"). Such bonds
are considered speculative. The Fund will not invest in junk bonds if such
investment would cause more than 5% of net assets to be so invested and
the Fund will not invest in bonds which are in default. In the event of a
downgrade of a debt security held by the Fund to below investment grade,
the Fund is not usually required to sell the issue, but the Sub-Adviser will
consider this in determining whether to hold the security. However, if
such a downgrade would cause more than 5% of net assets to be invested
in debt securities below investment grade, steps will be taken as soon as
practicable to reduce the proportion of debt below investment grade to 5%
of net assets or less.

Since many foreign fixed-income securities are not rated, the Fund
will invest in such securities based on the Sub-Adviser's analyses without
relying on published ratings.

Risk Factors - Foreign Securities and Developing Markets.
Investments in foreign securities may involve a higher degree of risk than
investments in domestic issuers. Foreign securities are often denominated
in foreign currencies, which means that their value will be affected by
changes in exchange rates, as well as other factors that affect securities
prices. The U.S. dollar value of a foreign security denominated in a foreign
currency decreases when the value of the U.S. dollar rises against the
foreign currency, and, conversely, the U.S. dollar value of the security
rises when the value of the U.S. dollar falls against such currency. The
Fund may invest in foreign currency contracts in an attempt to hedge
against such currency fluctuations. See "Hedging Against Foreign Currency
Fluctuations". There is generally less publicly available information about
foreign securities and securities markets, and there may be less
government regulation and supervision of foreign issuers and securities
markets. There is no uniformity in accounting and financial reporting.
Foreign securities and markets are also affected by political and economic
instabilities in such countries, and may be more volatile and less liquid
than domestic securities and markets. The risks of investment may
include expropriation or nationalization of assets, confiscatory taxation,
exchange controls and limitations on the use or transfer of assets, and
significant withholding taxes. Foreign economies may differ from the
United States favorably or unfavorably with respect to inflation rates,
balance of payments, capital reinvestment, gross national product
expansion or contraction, and other relevant economic issues.

Developing Markets. The Fund may make investments in developing
or emerging market countries, which involve exposure to economic
structures that are generally less diverse and mature than in developed
countries such as the United States and Western Europe, and to political
systems that may be less stable. A "developing country" can be considered
to be a country that is in a less mature stage of the industrialization
<PAGE>
cycle than countries with more developed markets. An "emerging market
country" can be considered to be a country that is in a less mature stage
of the industrialization cycle than developing countries. Currently,
investing in many emerging markets may not be desirable or feasible
because of the lack of adequate custody arrangements for the Fund's
assets, overly burdensome repatriation and similar restrictions, the lack
of organized and liquid securities markets, unacceptable political risks or
other reasons. As opportunities to invest in securities in emerging
markets develop, the Fund may expand and further broaden the group of
emerging markets in which it invests. In the past, markets of developing
countries have been more volatile than the markets of developed
countries; however, such markets often have provided higher rates of
return to investors. The Sub-Adviser believes that these characteristics
can be expected to continue in the future.

Many of the risks described above relating to foreign securities
generally will be greatest for emerging markets, lesser for developing
markets and least for developed countries. For instance, economies in
individual emerging or developing markets may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross
domestic product, rates of inflation, currency depreciation, capital
reinvestment, resource self-sufficiency and balance of payments
positions. Many emerging and developing markets have experienced
substantial rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very
negative effects on the economies and securities markets of certain
developing markets. Economies in emerging and developing markets are
generally heavily dependent upon international trade and, accordingly,
have been and may continue to be affected adversely by trade barriers,
exchange controls, managed adjustments in relative currency values and
other protectionist measures imposed or negotiated by the countries with
which they trade. These economies also have been and may continue to be
affected adversely by economic conditions in the countries with which
they trade.

The securities markets of emerging and developing countries, if
existent, are substantially smaller, less developed, less liquid and more
volatile than the securities markets of the United States and other more
developed countries. Disclosure, regulatory and accounting standards in
many respects are less stringent than in the United States and other
developed markets. There also may be a lower level of monitoring and
regulation of developing markets and the activities of investors in such
markets, and enforcement of existing regulations has been extremely
limited.

Brokerage commissions, custodial services and other costs relating
to investment in foreign markets are generally more expensive than in the
United States; this is particularly true with respect to emerging markets.
Such markets have different settlement and clearance procedures. In
certain markets there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Such settlement problems may
cause emerging market securities to be illiquid. The inability of the Fund
to make intended securities purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities. Inability to
dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, in possible liability to the purchaser. Emerging markets may
lack clearing facilities equivalent to those in developed countries.
Accordingly, settlements can pose additional risks in such markets and
ultimately can expose the Fund to the risk of losses resulting from the
Fund's inability to recover from a counterparty.

The risk also exists that an emergency situation may arise in one or
more emerging markets as a result of which trading of securities may
cease or may be substantially curtailed and prices for the Fund's portfolio
securities in such markets may not be readily available. The Fund's
portfolio securities in the affected markets will be valued at fair market
value as determined in good faith by, or under the direction of, the Board
of Directors.

Investment in certain emerging market securities is restricted or
controlled to varying degrees. These restrictions or controls may at
times limit or preclude foreign investment in certain emerging market securities
<PAGE>
and increase the costs and expenses of the Fund. Emerging
markets may require governmental approval for the repatriation of
investment income or the proceeds of sales of securities by foreign
investors. In addition, if a deterioration occurs in an emerging market's
balance of payments, the market could impose temporary restrictions on
foreign capital remittances.

Due to changes in the world economy and the political, economic and
investment climate in particular countries, the status of a country or its
securities markets as emerging, developing or developed can be expected
to change over time, sometimes rapidly. The Sub-Adviser will consider
such changes in determining the potential risks and rewards of investing
in a given country.

Hedging Against Foreign Currency Fluctuations. To attempt to
reduce exposure to currency fluctuations, the Fund may trade in forward
foreign currency exchange contracts (forward contracts), options on
currency contracts, currency futures contracts and options thereon and
securities indexed to foreign securities. These hedging instruments are
often referred to as "derivatives" in that they derive their value from the
value of other instruments. These techniques may be used to lock in an
exchange rate in connection with transactions in securities denominated
or traded in foreign currencies, to hedge the currency risk in foreign
securities held by the Fund and to hedge a currency risk involved in an
anticipated purchase of foreign securities. Cross-hedging, may also be
utilized, that is, entering into a hedge transaction in respect to a
different foreign currency than the one in which a trade is to be made or
in which a portfolio security is principally traded. There is no limitation
on the amount of assets that may be committed to currency hedging.
However, the Fund will not engage in a futures transaction if it would
cause the aggregate of initial margin deposits and premiums paid on
outstanding options on futures contracts which do not represent bona fide
hedging, to exceed 5% of the value of its total assets (excluding in
calculating such 5% any in-the-money amount of any option). Currency
hedging transactions may be utilized as a tool to reduce currency
fluctuation risks due to a current or anticipated position in foreign
securities. The successful use of currency hedging transactions usually
depends on the Sub-Adviser's ability to forecast interest rate and
currency exchange rate movements. Should interest or exchange rates
move in an unexpected manner, the anticipated benefits of futures
contracts, options or forward contracts may not be achieved or losses may
be realized and thus the Fund could be in a worse position than if such
strategies had not been used. Unlike many exchange-traded futures
contracts, there are no daily price fluctuation limits with respect to
options on currencies and forward contracts, and adverse market
movements could therefore continue to an unlimited extent over a period
of time. In addition, the correlation between movements in the prices of
such instruments and movements in the prices of the securities and
currencies hedged or used for cover will not be perfect and could produce
unanticipated losses. Unanticipated changes in currency prices may result
in poorer overall performance for the Fund than if it had not entered into
such contracts. When taking a position in an anticipatory hedge, the Fund
is required to set aside cash or high grade liquid securities to fully secure
the obligation.

Restricted and Illiquid Securities. The Fund may invest in restricted
securities, i.e., securities which, if sold, would cause the Fund to be
deemed an "underwriter" under the Securities Act of 1933 (the "1933
Act") or which are subject to contractual restrictions on resale. The Fund
will not purchase or hold illiquid securities (which may include restricted
securities) if more than 15% of the Fund's net assets would then be
illiquid. If at any time more than 15% of the Fund's net assets are illiquid,
steps will be taken as soon as practicable to reduce the percentage of
illiquid assets to 15% or less.

The restricted securities which the Fund may purchase include
securities which have not been registered under the 1933 Act but are
eligible for purchase and sale pursuant to Rule 144A ("Rule 144A
Securities"). This Rule permits certain qualified institutional buyers,
such as the Fund, to trade in privately placed securities even though such
securities are not registered under the 1933 Act. The Sub-Adviser, under
criteria established by the Company's Board of Directors, will consider
whether Rule 144A Securities being purchased or held by the Fund are
illiquid and thus subject to the Fund's policy limiting investments in illiquid
<PAGE>
securities. In making this determination, the Sub-Adviser will
consider the frequency of trades and quotes, the number of dealers and
potential purchasers, dealer undertakings to make a market, and the
nature of the security and the market place trades (for example, the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer). The liquidity of Rule 144A Securities will also be
monitored by the Sub-Adviser and if, as a result of changed conditions, it
is determined that a Rule 144A Security is no longer liquid, the Fund's
holding of illiquid securities will be reviewed to determine what, if any,
action is appropriate in light of the policy limiting investments in such
securities. There is no limitation on the percentage of the Fund's assets
that can be invested in liquid Rule 144A Securities. Investing in Rule
144A Securities could have the effect of increasing the amount of
investments in illiquid securities if qualified institutional buyers are
unwilling to purchase such securities.

Lending Portfolio Securities, Writing Covered Call Options and
Purchasing Options. For income purposes, the Fund may lend its portfolio
securities and may write covered call options on its portfolio securities.
However, the Fund does not intend to lend portfolio securities if it would
cause more than 5% of its net assets to be subject to such loans or to
write covered call options on its portfolio securities if it would cause
more than 5% of its net assets to be subject to such options. The Fund
may purchase options. However, the Fund does not intend to engage in such
a transaction if it would cause more than 2% of its total assets or 5% of
its net assets to be invested in premiums for such options.

Borrowing. The Fund may not borrow money except for temporary or
emergency purposes, and then only from banks in an amount not exceeding
33 1/3% of the value of the Fund's total assets (including the amount
borrowed). As a matter of non-fundamental policy, the Fund will not
purchase securities when its borrowings, less amounts receivable on
sales of portfolio securities, exceed 5% of the value of the Fund's total
assets.

Warrants. The Fund may invest up to 5% of its net assets in
warrants. A warrant is an option to buy a stated number of shares of
common stock at a specified price any time during the life of the warrant.
If the stock underlying the warrant is trading at a higher price than the
warrant exercise price, the warrant has value; if the stock is trading at a
lower price, it has no value and if such lower price exists at expiration of
the warrant, it will expire worthless.

Repurchase Agreements. The Fund may enter into repurchase
agreements, but normally will not enter into repurchase agreements
maturing in more than seven days, and may make repurchase agreement
transactions through a joint account with other funds which have the
same investment adviser. A repurchase agreement, as referred to herein,
involves a sale of securities to the Fund, with the concurrent agreement
of the seller (a bank or securities dealer which the Adviser or
Sub-Adviser determines to be financially sound at the time of the
transaction) to repurchase the securities at the same price plus an amount
equal to accrued interest at an agreed-upon interest rate, within a
specified time, usually less than one week, but, on occasion, at a later
time. The repurchase obligation of the seller is, in effect, secured by the
underlying securities. In the event of a bankruptcy or other default of a
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying securities and losses, including (a) possible
decline in the value of the collateral during the period while the Fund
seeks to enforce its rights thereto; (b) possible loss of all or a part of the
income during this period; and (c) expenses of enforcing its rights.

Portfolio Transactions. The Sub-Adviser is responsible for the
placement of portfolio transactions, subject to the supervision of the
Board of Directors. It is the Fund's policy to seek to place portfolio
transaction as efficiently as possible and at the most favorable price. In
seeking the Fund's investment objective, the Fund may trade to some
degree in securities for the short term if the Sub-Adviser believes that
the growth potential of a security no longer exists, considers that other
securities have more growth potential, or otherwise believes that such
trading is advisable. Because of the Fund's investment policies, portfolio
turnover rate will vary. At times
<PAGE>
it could be high, which could require the payment of large amounts in brokerage
commissions. In placing portfolio transactions, the Fund may take into account
the sale of its shares and research services provided to the Adviser and
Sub-Adviser. Portfolio turnover rates are set forth in "Financial Highlights".

Fundamental and Non-Fundamental Policies. The investment
restrictions set forth in the Statement of Additional Information as
fundamental cannot be changed without a vote of the shareholders. The
investment objective and all other investment policies of the Fund are not
fundamental and may be changed without shareholder approval. In the
event the Fund's investment objective should ever be changed, such change
may result in an objective different from the objective the shareholder
considered appropriate at the time of investment in the Fund. Except for
the limitations on borrowing and illiquid securities, all percentage
restrictions set forth in the Prospectus or in the Statement of Additional
Information apply as of the time of investment without regard to later
increases or decreases in the values of securities or total or net assets.

ADVISER, SUB-ADVISER AND DISTRIBUTOR

Adviser, Sub-Adviser and Distributor. Davis Selected Advisers, L.P.,
(the "Adviser") whose principal office is at 124 East Marcy Street, Santa
Fe, New Mexico 87501 acts as the manager and distributor for the Fund.
Venture Advisers, Inc., is the Adviser's sole general partner. Shelby M.C.
Davis is the controlling shareholder of the Adviser's general partner.
Subject to the direction and supervision of the Company's Board of
Directors of the Company, the Adviser manages business operations and
also acts as the distributor of the Fund's shares. As discussed below, the
Adviser has hired Atlantic Advisers Limited as the Sub-Adviser for the
Fund. The Adviser also acts as investment adviser and distributor for
Davis New York Venture Fund, Inc. (formerly, New York Venture Fund, Inc.),
Davis High Income Fund, Inc. (formerly, Venture Income (+) Plus, Inc.),
Davis Tax-Free High Income Fund, Inc. (formerly, Venture Muni (+) Plus,
Inc.), Davis Series, Inc. (formerly, Retirement Planning Funds of America,
Inc.), (collectively with the Fund, the "Davis Funds") and Selected
American Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust (collectively the "Selected Funds").

The Fund pays the Adviser a fee at the annual rate of 1.0% on the
first $250 million of average net assets, 0.9% on the next $250 million of
average net assets and 0.8% on average net assets in excess of $500
million. This fee is higher than that of most other mutual funds but is not
necessarily higher than that paid by funds with a similar objective. The
Fund also reimburses the Adviser for its costs of providing certain
accounting and financial reporting, shareholder services and compliance
with state securities laws.

Davis Selected Advisers, L.P., in its capacity as distributor, is also
reimbursed by the Fund for some of its distribution expenses through
Distribution Plans which have been adopted with respect to each class of
shares and approved by the Fund's Board of Directors and the shareholders
of each class in accordance with Rule 12b-1 under the Investment
Company Act of 1940. See "Distribution Plans" below for more details.

Sub-Adviser. Atlantic Advisers Limited (the "Sub-Adviser") acts as
the Sub-Adviser of the Fund. The Sub-Adviser manages the day-to-day
investment operations for the Fund. The Fund pays no fees directly to the
Sub-Adviser. The Sub-Adviser receives from the Adviser 50% of the total
annual investment advisory fees paid by the Fund to the Adviser. The Fund
pays no fees directly to the Sub-Adviser. The Sub-Adviser's principal
office is located at Charendon House, 2 Church Street, Hamilton, HM 11,
Bermuda.

DISTRIBUTION PLANS

The Fund bears some of the costs of selling its shares under
Distribution Plans adopted with respect to its Class A and Class B shares
pursuant to Rule 12b-1 under the Investment Company Act of 1940. This
rule regulates the manner in which a mutual fund may assume costs of
distributing and promoting the sale of its shares.

Payments under the Class A Distribution Plan are limited to an
annual rate of 0.25% of the average daily net asset value of the Class A
shares. Such payments are made to reimburse the Adviser for the fees it
pays to other firms for selling Fund shares, servicing shareholders and
maintaining shareholder accounts. Normally, such fees are at the annual
rate of 0.25% of the average net asset value of the accounts serviced and
maintained on the books of the Fund. Payments under the Class A
Distribution Plan may also be used to reimburse the Adviser for other
distribution costs (excluding overhead) not covered in any year by any
portion of the sales charges the Adviser retains. See "Purchase of Shares".

Payments under the Class B Distribution Plan are limited to an
annual rate of 1% of the average daily net asset value of the Class B
shares. In accordance with current applicable rules, such payments are
also limited to 6.25% of gross sales of Class B shares plus interest at 1%
over the prime rate on any unpaid amounts. Up to 0.75% of the average
daily net assets is used to pay the Adviser a 4% commission on new sales
of Class B shares. Most or all of such commissions are reallowed to firms
responsible for such sales. No commissions are paid by the Fund with
respect to sales by the Adviser to officers, directors and full-time
employees of the Fund, the Adviser or the Adviser's general partner. Up to
0.25% of average net assets is used to reimburse the Adviser for the
payment of service and maintenance fees to other firms for shareholder
servicing and maintenance of shareholder accounts.

If, due to the foregoing payment limitations, the Fund is unable to
pay the Adviser the 4% commission on new sales of Class B shares, the
Adviser intends, but is not obligated, to accept new orders for shares and
pay commissions in excess of the payments it receives from the Fund. The
Adviser intends to seek full payment from the Fund of any excess amounts
with interest at 1% over the prime rate at such future date when and to
the extent such payments on new sales would not be in excess of the
limitations. The Fund is not obligated to make such payments; the amount
(if any), timing and condition of any such payments are solely within the
discretion of the directors of the Fund who are not interested persons of
the Adviser or the Fund and have no direct or indirect financial interest in
the Class B Distribution Plan (the "Independent Directors"). If the Class B
Distribution Plan is terminated, the Adviser will ask the Independent
Directors to take whatever action they deem appropriate with regard to
the payment of any excess amounts.

In addition, the Plans also provide that the Adviser, in its sole
discretion, may utilize its own resources, including any profits from its
advisory fees for distributing and promoting sales of Fund shares.

Each of the Distribution Plans may be terminated at any time by vote
of the Independent Directors or by vote of a majority of the votes of the
respective class. Payments pursuant to a Distribution Plan are included in
the operating expenses of the class.

As described herein, dealers or others may receive different levels
of compensation depending on which class of shares they sell. The Adviser
may make expense reimbursements for special training of a dealer's
registered representatives, advertising or equipment, or to defray the
expenses of dealer meetings.
<PAGE>
Shares of the Fund may also be sold through banks or bank-affiliated
brokers. Any determination that such banks or bank-affiliated brokers are
prohibited from selling shares of the Fund under the Glass-Steagall Act
would have no material adverse effects on the Fund. State securities laws
may require such firms to be licensed as securities dealers in order to
sell shares of the Fund.

PURCHASE OF SHARES

General. You can purchase Class A or Class B shares of the Fund
from any dealer or other person having a sales agreement with the
Adviser.

There are three ways to make an initial investment in the Fund. One
way is to fill out the Application Form included in this Prospectus and
mail it to State Street Bank and Trust Company ("State Street") at the
address on the Form. If you have a dealer, the dealer must also sign the
Form. Your dealer or sales representative will help you fill out the Form.
You should enclose a check (minimum $1,000, except $250 for retirement
plans) payable as indicated on the Form.

Another way to make an initial investment is to have your dealer
order and pay for the shares. In this case, you must pay your dealer. The
dealer can order the shares from the Adviser by telephone or wire. You
can also use this method for additional investments of at least $1,000.

The third way to purchase shares is by wire. Shares may be
purchased at any time by wiring federal funds directly to State Street
Bank and Trust Company. Prior to an initial investment by wire, the
shareholder should telephone Davis Selected Advisers, L.P. at
1-800-279-0279 to advise them of the investment and class of shares
and to obtain an account number and instructions. A completed
Application Form should be mailed to State Street after the initial wire
purchase. To assure proper credit, the wire instructions should be made
as follows:

State Street Bank and Trust Company,
Boston MA, 02210
Attn.: Mutual Fund Services
DAVIS INTERNATIONAL SERIES, INC.-
DAVIS INTERNATIONAL TOTAL RETURN FUND
Shareholder Name,
Shareholder Account Number,
Federal Routing Number 011000028,
DDA Number 9904-947-0

After your initial investment, you can make additional investments
of at least $25. Simply mail a check payable to "State Street Bank and
Trust Company," c/o The Davis Funds, P.O. Box 8406, Boston, MA
02266-8406. The check should be accompanied by a form which State
Street will provide after each purchase. If you do not have a form, you
should tell State Street that you want to invest the check in shares of the
Fund. If you know your account number, you should also give it to State
Street.

The Fund does not issue certificates for Class A shares unless you
request a certificate each time you make a purchase. Certificates are not
issued for Class B shares. Instead, shares purchased are automatically
credited to an account maintained for you on the books of the Company by
State Street. You receive a statement showing the details of the
transaction and other recent transactions you had during the current year
each time you add to or withdraw from your account.

Alternative Purchase Arrangements. The Fund offers two classes of
shares. With certain exceptions described below, Class A shares are sold
with a front-end sales charge at the time of purchase and
<PAGE>
are not subject to a sales charge when they are redeemed. Class B shares are
sold without a sales charge at the time of purchase, but are subject to a
deferred sales charge if they are redeemed within six years after
purchase. Class B shares will automatically convert to Class A eight
years after the end of the calendar month in which the shareholder's order
to purchase was accepted.

Depending on the amount of the purchase and the anticipated length
of time of investment, investors may choose to purchase one class of
shares rather than the other. Investors who would rather pay the entire
cost of distribution at the time of investment, rather than spreading such
cost over time, might consider Class A shares. Other investors might
consider Class B shares, in which case 100% of the purchase price is
invested immediately. The Fund will not accept any purchase of Class B
shares in the amount of $250,000 or more. Such purchase must be made in
Class A shares.

Class A Shares. Class A shares are sold at their net asset value plus
a sales charge. The amounts of the sales charges are shown in the table
below.
<TABLE>
<CAPTION>
Customary
Sales Charge Charge as Concession to Your
as Percentage Approximate Percentage Dealer as Percentage
of Offering Price of Amount Invested of Offering Price
----------------- ------------------ -----------------
<S> <C> <C> <C>
$99,999 or less................. 4-3/4% 5.0% 4%
$100,000 to $249,999............ 3-1/2% 3.6% 3%
$250,000 to $499,999............ 2-1/2% 2.6% 2%
$500,000 to $749,999............ 2% 2.0% 1-3/4%
$750,000 to $999,999............ 1% 1.0% 3/4 of 1%
$1,000,000 or more.............. 0% 0.0% 0%<F1>
<FN>
<F1>On purchases of $1 million or more, the investor pays no initial or
contingent deferred sales charge. However, the Adviser may pay the
financial service firm a commission during the first year of purchase at
an annual rate as follows:
Purchase Amount Commission
--------------- ----------
First $3,000,000....................... .75%
Next $2,000,000....................... .50%
Over $5,000,000....................... .25%
</FN>
</TABLE>
Such commission will be paid quarterly at the end of each fiscal quarter
for the first year after purchase. Where a commission is paid because of
purchases of $1 million or more, such payment will be made from 12b-1
distribution fees received from the Fund and, in cases where the limits of
the distribution plan in any year have been reached, from the distributor's
own resources.

There are a number of ways to reduce the sales charge on the
purchase of Class A shares, as set forth below.

(i) Family Purchases: Purchases made by an individual, such
individual's spouse and children under 21 are combined and treated as a
purchase of a single person.

(ii) Group Purchases: The purchases of an organized group, whether
or not incorporated, are combined and treated as the purchase of a single
person. The organization must have been organized for a purpose other
than to purchase shares of mutual funds.

(iii) Purchases for Employee Benefits Plans: Trusteed or other
fiduciary accounts and Individual Retirement Accounts ("IRA") of a single
employer are treated as purchases of a single person. Purchases of and
<PAGE>
ownership by an individual and such individual's spouse under an IRA are
combined with their other purchases and ownership.

(iv) Purchases under a Statement of Intention: By executing the
"Statement of Intention" included in the Application Form at the back of
this prospectus, purchases of Class A shares of $100,000 or more made
over a 13-month period may be made at the applicable price for the
aggregate shares actually purchased during the period. Please see "Terms
and Conditions" at the back of this prospectus.

(v) Rights of Accumulation: By notifying your dealer or the Adviser
you may include the Class A shares you already own (valued at maximum
offering price) in calculating the price applicable to your current
purchase.

(vi) Combined Purchases with other Davis Funds: Purchases of Class
A shares of the Fund may be combined with your purchases of Class A
shares of the other Davis Funds, including Davis New York Venture Fund,
Inc., Davis High Income Fund, Inc., Davis Tax-Free High Income Fund, Inc.
and all funds offered by Davis Series, Inc. (other than Davis Government
Money Market Fund), separately or under combined Statements of Intention
or rights of accumulation to determine the price applicable to your
purchases of Class A shares of the Fund.

(vii) Sales at Net Asset Value: The sales charge will not apply to:
(1) Class A shares purchased through the automatic reinvestment of
dividends and distributions (see "Dividends and Distributions"); (2) Class A
shares purchased by directors, officers and employees of any Fund
supervised and distributed by the Adviser, its Sub-Adviser or the
Adviser's general partner, including former directors and officers and any
spouse, child, parent, grandparent, brother or sister of all of the
foregoing, and any employee benefit or payroll deduction plan established
by or for such persons; (3) Class A shares purchased by any registered
representatives, principals and employees (and any spouse, child, parent,
grandparent, brother or sister) of securities dealers having a sales
agreement with the Adviser; (4) initial purchases of Class A shares
totaling $250,000 or more, made at any one time by banks, trust
companies and other financial institutions (collectively "Institutions") on
behalf of one or more clients for which such Institution acts in a fiduciary
capacity; (5) initial purchases of Class A shares totaling $250,000 or
more by a registered investment adviser on behalf of a client for which
the adviser is authorized to make investment decisions or otherwise acts
in a fiduciary capacity; (6) Class A shares purchased by any single account
covering a minimum of 250 participants and representing a defined
benefit plan, defined contribution plan, cash or deferred plan qualified
under 401(a) or 401(k) of the Internal Revenue Code or a plan established
under section 403(b), 457 or 501(c)(9) of such Code; (7) Class A shares
purchased by persons participating in a "wrap account" or similar
fee-based program sponsored and maintained by a registered
broker-dealer approved by the Fund's Adviser, and (8) Class A shares
purchased by any state, county, city, department, authority or similar
agency prohibited by law from paying a sales charge. The Fund may also
issue Class A shares at net asset value incident to a merger with or
acquisition of assets of an investment company.

Class B Shares. Class B shares are offered at net asset value,
without a front-end sales charge. With certain exceptions described
below, the Fund imposes a deferred sales charge of 4% on shares redeemed
during the first year after purchase, 3% on shares redeemed during the
second or third year after purchase, 2% on shares redeemed during the
fourth or fifth year after purchase, and 1% on shares redeemed during the
sixth year after purchase. No deferred sales charge is imposed on amounts
redeemed after six years from purchase. However, on Class B shares of
the Fund which are acquired upon exchange from Class B shares of other
Davis Funds which were purchased prior to December 1, 1994, the Fund
will impose a deferred sales charge of 4% on shares redeemed during the
first calendar year after purchase; 3% on shares redeemed during the
second calendar year after purchase; 2% on shares redeemed during the
third calendar year after purchase; and 1% on shares redeemed during the
fourth calendar year after purchase; and no deferred sales charge is
imposed on amounts redeemed after four calendar years from purchase.
Class B shares will be subject to a Rule 12b-1 fee at the annual rate of 1%
of the class' average daily net asset value.
<PAGE>
Class B shares that have been outstanding for eight years will
automatically convert to Class A shares without imposition of a front-end
sales charge or exchange fee. The Class B shares so converted will no
longer be subject to the higher expenses borne by Class B shares. Because
the net asset value per share of the Class A shares may be higher or lower
than that of the Class B shares at the time of conversion, although the
dollar value will be the same, a shareholder may receive more or less
Class A shares than the number of Class B shares converted. Under a
private Internal Revenue Service Ruling, such a conversion will not
constitute a taxable event under the Federal income tax law. In the event
that this ceases to be the case, the Board of Directors will consider what
action, if any, is appropriate and in the best interests of the Class B
shareholders.

Any contingent deferred sales charge imposed upon the redemption
of Class B shares is a percentage of the lesser of (i) the net asset value of
the shares redeemed or (ii) the original cost of such shares. No contingent
deferred sales charge is imposed when you redeem amounts derived from
(a) increases in the value of shares above the original cost of such shares
or (b) certain shares with respect to which the Fund did not pay a
commission on issuance, including shares acquired through reinvestment
of dividend income and capital gains distributions. Upon request for
redemption, shares not subject to the contingent deferred sales charge
will be redeemed first. Thereafter, shares held the longest will be the
first to be redeemed.

The contingent deferred sales charge will be waived as follows: (1)
on redemptions following a shareholder's death or disability, as defined in
Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the
"Code"); (2) on taxable periodic distributions from a qualified retirement
plan or IRA upon retirement or attainment of age 59 1/2 (e.g. the
applicable contingent deferred sales charge, if any, is imposed upon a
lump sum redemption at any age whether or not it is taxable) or
distributions necessary to make a tax-free return of contributions to
avoid tax penalty; (3) on redemptions of shares sold to directors, officers
and employees of the Company, its Adviser, its Sub-Adviser or the
Adviser's general partner, including former directors and officers and
immediate family members of all the foregoing, and any employee benefit
or payroll deduction plan established by or for such persons; (4) on
redemptions made as tax-free returns of contributions to avoid tax
penalty; and (5) on redemptions pursuant to the right of the Fund to
liquidate a shareholder's account if the aggregate net asset value of the
shares held in such account falls below an established minimum amount.

Prototype Retirement Plans. The Adviser and certain qualified
dealers have available prototype retirement plans sponsored by the Fund
for corporations and self-employed individuals and prototype Individual
Retirement Account ("IRA") plans for both individuals and employers.
These plans utilize the shares of the Fund and other funds managed and
distributed by the Adviser as their investment vehicle. State Street acts
as custodian or trustee for the plans and charges the participant $10 to
establish each account and an annual maintenance fee of $10 per account.
Such fees will be redeemed automatically at year end from your account,
unless you elect to pay the fee directly.

Automatic Investment Plan. You may arrange for automatic monthly
investing whereby State Street will be authorized to initiate a debit to
your bank account of a specific amount (minimum $25) each month which
will be used to purchase Fund shares. For institutions that are members
of the Automated Clearing House system (ACH), such purchases can be
processed electronically on any day of the month between the 3rd and 28th
day of each month. After each automatic investment, you will receive a
transaction confirmation and the debit should be reflected on your next
bank statement. You may terminate the Plan at any time. If you desire to
utilize this plan, you may use the appropriate designation on the
Application Form.

Dividend Diversification Program. You may also establish a dividend
diversification program which allows you to have all dividends and any
other distributions automatically invested in shares of the same class of
one or more of the Davis Funds, subject to state securities law
requirements and the minimum investment requirements set forth below.
You must receive a current prospectus for the other fund or funds prior to
<PAGE>
investment. Shares will be purchased at the chosen fund's net asset value
on the dividend payment date. A dividend diversification account must be
in the same registration as the distributing fund account and must be of
the same class of shares. All accounts established or utilized under this
program must have a minimum initial value of at least $250 and all
subsequent investments must be at least $25. This program can be
amended or terminated at any time, upon at least 60 days' notice. If you
would like to participate in this program, you may use the appropriate
designation on the Application Form.

TELEPHONE PRIVILEGE

Unless you have provided in your application that the telephone
privilege is not to be available, the telephone privilege is automatically
available under certain circumstances for exchanging shares and for
redeeming shares. By exercising the telephone privilege to sell or
exchange shares, you agree that the Fund shall not be liable for following
telephone instructions reasonably believed to be genuine. Reasonable
procedures will be employed to confirm that such instructions are genuine
and if not employed, the Fund may be liable for unauthorized instructions.
Such procedures will include a request for personal identification
(account or social security number) and tape recording of the instructions.
You should be aware that during unusual market conditions we may have
difficulty in accepting telephone requests, in which case you should
contact us by mail. See "Exchange of Shares - By Telephone", "Redemption
of Shares - By Telephone" and "Redemption of Shares - Expedited
Redemption Privilege".

EXCHANGE OF SHARES

General. You may exchange shares of the Fund for shares of the same
class of the other Davis Funds. This exchange privilege is a convenient
way to buy shares in other Davis Funds in order to respond to changes in
your goals or in market conditions. If such goals or market conditions
change, the Davis Funds offer a variety of investment objectives that
includes common stock funds, tax-exempt, government and corporate bond
funds, and money market funds. However, the Fund is intended as a
long-term investment and is not intended for short-term trades. Shares
of a particular class of the Fund may be exchanged only for shares of the
same class of another Davis Fund. All of the Davis Funds offer Class A and
Class B shares. The shares to be received upon exchange must be legally
available for sale in your state. The net asset value of the initial shares
being acquired must be at least $1,000 unless such exchange is under the
Automatic Exchange Program described below. There is a $5 service
charge payable to the Distributor for each exchange other than an exchange
under the Automatic Exchange Program. This service charge covers the
Distributor's expense. The Adviser receives no reimbursement from the
Fund for such expenses.

Shares may be exchanged at relative net asset value without any
additional charge. However, if any shares being exchanged are subject to
an escrow or segregated account pursuant to the terms of a Statement of
Intention or a CDSC, such shares will be exchanged at relative net asset
value, but the escrow or segregated account will continue with respect to
the shares acquired in the exchange. In addition, the terms of any CDSC
redemption fee, to which any Class B shares are subject at the time of
exchange will continue to apply to any Class B shares acquired upon
exchange.

Before you decide to make an exchange, you must obtain the current
prospectus of the desired fund. Call your broker or the Adviser for
information and a prospectus for any of the other Davis Funds registered
in your state. Read the prospectus carefully. If you decide to exchange
your shares, send State Street a written unconditional request for the
exchange and follow the instructions regarding delivery of share
certificates contained in the section on "Redemption of Shares". A
signature guarantee is not required for such an exchange. However, if
shares are also redeemed for cash in connection with the exchange
transaction, a signature guarantee may be required. See "Redemption of
Shares". Your dealer may charge an additional fee for handling an exercise
of the exchange privilege.
<PAGE>
By Telephone. You may exchange shares by telephone into accounts
with identical registrations. Please see the discussion of procedures in
respect to telephone instructions in the section entitled "Telephone
Privilege," as such procedures are also applicable to exchanges.

Automatic Exchange Program. The Fund also offers an automatic
monthly exchange program. All accounts established or utilized under this
program must have the same registration and a minimum initial value of
at least $250. All subsequent investments must be at least $25. Each
month shares of the same class will be simultaneously redeemed and
purchased at the chosen fund's applicable net asset value. If you would
like to participate in this program, you may use the appropriate
designation on the Application Form.

The number of times you may exchange shares among the Davis Funds
within a specified period of time may be limited at the discretion of the
Adviser. Currently, more than three exchanges out of the Fund during a
twelve-month period are not permitted without the prior written approval
of the Adviser. The Company reserves the right to terminate or amend the
exchange privilege at any time upon 60 days notice.

REDEMPTION OF SHARES

General. You can redeem, or sell back to the Fund, all or part of your
shares at any time at net asset value less any applicable sales charges.
You can do this by sending a written request to State Street Bank and
Trust Company, c/o The Davis Funds, P.O. Box 8406, Boston, MA
02266-8406, indicating how many of your shares or what dollar amount
you want to redeem. If more than one person owns the shares to be
redeemed, all owners must sign the request. The signatures on the request
must be the same as the way in which the shares are registered.

Sometimes State Street needs more documents to verify authority
to make a redemption. This usually happens when the owner is a
corporation, partnership or fiduciary (such as a trustee or the executor of
an estate) or if the person making the request is not the registered owner
of the shares.

If shares to be redeemed are represented by a certificate, the
certificate, signed by the owner or owners, must be sent to State Street
with the request.

For the protection of all shareholders, the Fund also requires that
signatures appearing on a share certificate, stock power or redemption
request where the proceeds would be more than $25,000, must be
guaranteed by a bank, credit union, savings association, securities
exchange, broker, dealer or other guarantor institution. The transfer agent
may reject a request from any of the foregoing eligible guarantors, if such
guarantor does not satisfy the transfer agent's written standards or
procedures or if such guarantor is not a member or participant of a
signature guarantee program. This provision also applies to exchanges
when there is also a redemption for cash. A signature guarantee on
redemption requests where the proceeds would be $25,000 or less is not
required, provided that such proceeds are being sent to the address of
record and, in order to ensure authenticity of an address change, such
address of record has not been changed within the last 30 days.

Redemption proceeds are normally paid to you within seven days
after State Street receives your proper redemption request. Payment for
redemptions can be suspended under certain emergency conditions
<PAGE>
determined by the Securities and Exchange Commission or if the New York
Stock Exchange is closed for other than customary or holiday closings. If
any of the shares redeemed were just bought by you, payment to you may
be delayed until your purchase check has cleared (which usually takes up
to 15 days from the purchase date). You can avoid any such redemption
delay by paying for your shares with a certified or cashier's check or by
bank wire or federal funds.

Your shares may also be redeemed through participating dealers.
Under this method, the Adviser repurchases the shares from your dealer, if
your dealer is a member of the Adviser's selling group. Your dealer may,
but is not required to, use this method in selling back your shares and may
place any repurchase request by telephone or wire. Your dealer may charge
you a service fee or commission. No charge is payable if you redeem your
own shares through State Street rather than having a dealer arrange for a
repurchase.

Expedited Redemption Privilege. Accounts other than prototype
retirement plans and IRAs may designate on the Expedited Redemption
Privilege Form (included in this prospectus) an account with any
commercial bank and have the cash proceeds from redemptions sent, by
either wire or electronically through the Automated Clearing House
system ("ACH"), to a pre-designated bank account. State Street will
accept instructions to redeem shares and make payment to a
pre-designated commercial bank account by (a) written request signed by
the registered shareholder, (b) telephone request by any Qualified Dealer
to Davis Selected Advisers, L.P. (1-800-279-0279), and (c) by
telegraphic request by the shareholder to State Street. At the time of
redemption, the shareholder must request that federal funds be wired or
transferred by ACH to the bank account designated on the application. The
redemption proceeds under this procedure may not be directed to a savings
bank, savings and loan or credit union account except by arrangement with
its correspondent bank or unless such institution is a member of the
Federal Reserve System. The Adviser, in its discretion, may limit the
amount that may be redeemed by a shareholder in any day under the
Expedited Redemption Privilege to $25,000. There is a $5 charge by State
Street for wire service, and receiving banks may also charge for this
service. Payment by ACH will arrive usually at your bank two banking
days after you call. Payment by wire is usually credited to your bank
account on the next business day after your call. The Expedited
Redemption Privilege may be terminated, modified or suspended by the
Company at any time. See "Telephone Privilege".

The name of the registered shareholder and corresponding Fund
account number must be supplied. The Expedited Redemption Privilege
Form provides for the appropriate information concerning the commercial
bank and account number. Changes in ownership, account number
(including the identity of your bank) or authorized signatories of the
pre-designated account may be made by written notice to State Street
with your signature and those of new owners or signers on the account
guaranteed by a commercial bank or trust company. Additional
documentation may be required to change the designated account when
shares are held by a corporation, partnership, executor, administrator,
trustee or guardian.

By Telephone. You can redeem shares by telephone and receive a
check by mail, but please keep in mind:

The check can only be issued for up to $25,000;
The check can only be issued to the registered owner (who must be an
individual);
The check can only be sent to the address of record; and
Your current address of record must have been on file for 30 days.

Automatic Withdrawals Plan. Under the Automatic Withdrawals Plan,
you can indicate to State Street how many dollars you would like to
receive each month or each quarter. Your account must have a value of at
least $10,000 to start a plan. Shares are redeemed so that you will
receive the payment you have requested approximately in the middle of the
month. Withdrawals involve redemption of shares and may produce gain or
loss for income tax purposes. Shares of the Fund initially acquired by
exchange from any of the other Davis
<PAGE>
Funds, will remain subject to an escrow or segregated account to which any of
the exchanged shares were subject. If you utilize this program using Class B
shares, any applicable contingent deferred sales charges will be imposed on
Class B shares redeemed. Purchase of additional shares concurrent with
withdrawals may be disadvantageous to you because of tax consequences. If the
amount you withdraw exceeds the dividends on your shares, your account will
suffer depletion. Your Automatic Withdrawals Plan may be terminated by
you at any time without charge or penalty. The Fund reserves the right to
terminate or modify the Automatic Withdrawals Plan at any time.

Involuntary Redemptions. To relieve the Fund of the cost of
maintaining uneconomical accounts, the Fund may effect the redemption of
shares at net asset value in any account if the account, due to shareholder
redemptions, has a value of less than $250. At least 60 days prior to such
involuntary redemption, the Fund will mail a notice to the shareholder so
that an additional purchase may be effected to avoid such redemption.

Subsequent Repurchases. After some or all of your shares are
redeemed or repurchased, you may decide to put back all or part of your
proceeds into the same class of the Fund's shares. Any such shares will be
issued without sales charge at the net asset value next determined after
you have returned the amount of your proceeds. In addition, any CDSC
assessed on Class B shares will be returned to the account. Class B
shares will be deemed to have been purchased on the original purchase
date for purposes of calculating the CDSC and conversion period. This can
be done by sending the Fund or the Adviser a letter, together with a check
for the reinstatement amount. The letter must be received, together with
the payment, within 30 days after the redemption or repurchase. You can
only use this privilege once.

DETERMINING THE PRICE OF SHARES

Net Asset Value. The net asset value of the Fund is determined daily
as of the earlier of the close of the New York Stock Exchange (the
"Exchange") or 4:00 p.m., Eastern Time, on each day that the Exchange is
open for trading. Net asset value is calculated by dividing the value of the
Fund's total net assets by the total number of the Fund's outstanding
shares. The per share net asset value of the Class B shares will generally
be lower than that of the Class A shares because of the higher expenses
borne by the Class B shares.

The price per share for purchases or redemptions made directly
through State Street normally is such value next computed after State
Street receives the purchase order or redemption request. If the purchase
order or redemption request is placed with your dealer, then the
applicable price is normally computed as of 4:00 p.m. Eastern Time on the
day the dealer receives the order, provided that the dealer receives the
order before 4:00 p.m. Eastern Time. Otherwise, the applicable price is
the next determined net asset value. It is the responsibility of your
dealer to promptly forward purchase and redemption orders to the Adviser.
Note that in the case of redemptions and repurchases of shares owned by
corporations, trusts or estates, State Street may require additional
documents to effect the redemption and the applicable price will be
determined as of the close of the next computation following the receipt
of the required documentation. See "Redemption of Shares."

Valuation of Portfolio Securities. As more fully set forth in the
Statement of Additional Information, portfolio securities are normally
valued using current market valuations: either the last reported sales
price, or in the case of securities for which there is no reported last sale,
the closing bid price. Debt securities maturing in 60 days or less are
usually valued at amortized cost and longer term debt securities may be
valued by an independent pricing service.

Securities for which market quotations are not readily available and
other assets are appraised at fair value as determined in good faith in
accordance with methods that are authorized by the Board of Directors.
<PAGE>
Because of the difference in times of closing of markets in which
the Fund's securities are traded, events affecting portfolio values that
occur between the time their prices are determined and the time the
Fund's shares are priced will generally not be reflected in the Fund's share
price.

Conversion to U.S. dollars. The value of securities denominated in
foreign currencies and traded on foreign exchanges or in foreign markets
will have their value converted into the U.S. dollar equivalents at the
prevailing market rates as computed by State Street Bank & Trust
Company, custodian of the Fund's assets. Because the value of securities
denominated in foreign currencies must be translated into U.S. dollars,
fluctuations in the value of such currencies in relation to the U.S. dollar
may affect the net asset value of Fund shares even if there has not been
any change in the foreign-currency denominated value of such securities.

DIVIDENDS AND DISTRIBUTIONS

There are two sources for the payments made to you by the Fund.
The first is net investment income. Payments from this source are
normally made once each year. The second source is realized capital
gains, distributions of which are made at least annually. The frequency
and amount of dividends and distributions will vary based on the amounts
available for distribution and the effect of federal income tax laws. See
"Federal Taxes". Because Class B shares incur higher distribution services
fees and bear certain other expenses, such class will have a higher
expense ratio and will pay correspondingly lower dividends than Class A
shares. Information concerning distributions will be mailed annually to
shareholders.

Shareholders have the option to receive all dividends and
distributions in cash, to have all dividends and distributions reinvested,
or to have income dividends paid in cash and short-term and long-term
capital gain distributions reinvested. The reinvestment of dividends and
distributions is made at net asset value (without any sales charge) on the
payment date.

For the protection of the shareholder, upon receipt of the second
dividend check which has been returned to the Transfer Agent as
undeliverable, undelivered dividends will be invested in additional shares
at the current net asset value and the account designated as a dividend
reinvestment account.

FEDERAL TAXES

This section is not intended to be a full discussion of all the aspects
of the federal income tax law and its effects on the Fund and its
shareholders. Shareholders may be subject to state and local taxes on
distributions. Each investor should consult his or her own tax adviser
regarding the effect of federal, state and local taxes on an investment in
the Fund.

The Fund intends to qualify as a regulated investment company under
the Internal Revenue Code (the "Code") and, if so qualified, will not be
liable for federal income tax to the extent its earnings are distributed.
However, to the extent that federal income tax may be assessed on (i)
certain dividends received by the Fund due to ownership of stock in
passive foreign investment companies (see discussion below) or (ii) gains
to the Fund on the sale of stock of such companies, the Fund may be liable
for such income tax whether or not the Fund distributes all of its income.
If for any calendar year the distribution of earnings required under the
Code exceeds the amount distributed, an excise tax, equal to 4% of the
excess, will be imposed on the Fund. The Fund intends to make
distributions during each calendar year sufficient to prevent imposition of
the excise tax.

During its initial operations, the Fund may be a personal holding
company ("PHC") under the Code due to substantial ownership of the Fund's
shares by a few shareholders. In that event, the Fund intends to distribute
all its PHC income so that there is no PHC tax imposed on the Fund.
<PAGE>
Passive Foreign Investment Companies. The Fund may purchase the
securities of certain foreign investment funds or trusts called "passive
foreign investment companies". Capital gains on the sale of such
securities are considered ordinary income regardless of how long the Fund
held its investment. In addition, the Fund may be subject to corporate
income tax and an interest charge on certain dividends and capital gains
earned from these investments, whether or not the Fund distributes such
dividends and gains to its shareholders.

In accordance with industry practice, the Fund intends to treat these
securities as sold on the last day of its fiscal year and recognize any
gains for tax purposes at that time; losses will not be recognized. Such
gains will be considered ordinary income, which the Fund will be required
to distribute even though it has not actually sold such securities.

Distributions of net investment income and net realized short-term
capital gains will be taxable to shareholders as ordinary income.
Distributions of net long-term capital gains will be taxable to
shareholders as long-term capital gain regardless of how long the shares
have been held. Distributions will be treated the same for tax purposes
whether received in cash or in additional shares.

A gain or loss for tax purposes may be realized on the redemption of
shares. If the shareholder realizes a loss on the sale or exchange of any
shares held for six months or less and if the shareholder received a
capital gain distribution during that period, then the loss is treated as a
long-term capital loss to the extent of such distribution.

Foreign Taxes on Fund Income

Income received by the Fund from its foreign investments may be
subject to foreign income taxes. If the Fund is liable for foreign income
taxes, the Fund intends to meet the requirements of the Code to "pass
through" the amount of such taxes to the Fund's shareholders, but there
can be no assurance that the Fund will be able to do so or will elect to do
so. To the extent that foreign taxes are passed through to shareholders of
the Fund, shareholders will be required to treat as amounts distributed to
them, and may be able to claim a deduction or credit for, their pro rata
share of such taxes.

FUND SHARES

The Company is a series investment company which may issue
multiple series, each of which represent an interest in its separate
portfolio. Currently, the Fund is the only series issued by the Company.
Shares of a series may be issued in different classes. Shares of the Fund
are currently issued in two classes, Class A and Class B. The Board of
Directors may offer additional classes in the future and may at any time
discontinue the offering of any class of shares. Each share, when issued
and paid for in accordance with the terms of the offering, is fully paid and
non-assessable. Shares have no preemptive or subscription rights and are
freely transferable. Each share of the Fund represents an interest in the
assets of the Fund and has identical voting, dividend, liquidation and other
rights and the same terms and conditions as any other shares except that
(i) each dollar of net asset value per share is entitled to one vote, (ii) the
expenses related to the distribution of each class and the transfer agency
expenses of each class are borne solely by each such class and (iii) each
class of shares votes separately with respect to provisions of the Rule
12b-1 Distribution Plan which pertains to a particular class and other
matters for which separate class voting is appropriate under applicable
law. Each fractional share has the same rights, in proration, as a full
share. Shares do not have cumulative voting rights; therefore, the holders
of more than 50% of the voting power of the Fund can elect all of the
directors of the Fund.

The Company does not hold regular annual shareholder meetings.
Shareholder meetings are held when they are required under the
Investment Company Act of 1940 or otherwise called for special purposes.
Special meetings may be called upon the written request of shareholders
holding at least 10% of the voting power of the Company.
<PAGE>
PERFORMANCE DATA

When the Fund's performance is advertised, performance will consist
of total return, which is the average annual compounded rate of return of
an initial investment for periods of one, five and ten years and may
include such return for shorter or longer periods up to and including the
life of the Fund. Total return is calculated separately for each class.
This calculation assumes reinvestment of all dividends and distributions
and deduction of all charges and expenses, including the maximum
front-end or applicable contingent deferred sales charge. In addition, a
table showing the performance of an assumed investment of $10,000 may
be used from time to time. The Fund may also quote total return and
aggregate total return performance data for various other specified time
periods. Such data will be calculated substantially as described above,
except that (1) the rates of return calculated will not be average annual
rates, but rather, actual annual, annualized or aggregate rates of return
and (2) the maximum applicable sales charges will not be included with
respect to annual or annualized rates of return calculations. Aside from
the impact on the performance data calculations of including or excluding
the maximum applicable sales charges, actual annual or annualized total
return data generally will be lower than average annual total return data
since the average annual rates of return reflect compounding; aggregate
total return data generally will be higher than average annual total return
data since the aggregate rates of return reflect compounding over a longer
period of time.

In reports or other communications to shareholders and in
advertising material, the performance of the Fund may be compared to (i)
various equity indices such as the Europe Australia Far East Index (EAFE)
and the Standard & Poor's 500 Index; and (ii) other mutual funds of
comparable size and objectives as listed in the rankings prepared by
Lipper Analytical Services, Inc., or similar independent mutual fund rating
services, and the Fund may use evaluations published by nationally
recognized independent ranking services and publications.

The Fund's Annual Reports will contain additional performance
information and will be made available upon request and without charge.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to Davis Selected Advisers,
L. P., by writing to P. O. Box 1688, Santa Fe, NM 87504-1688 or calling
(800) 279-0279.
<PAGE>
TERMS AND CONDITIONS FOR A STATEMENT OF INTENTION (CLASS A SHARES ONLY)

TERMS OF ESCROW:
1. Out of my initial purchase (or subsequent purchases if necessary) 5% of the
dollar amount specified in this Statement will be held in escrow by State Street
in the form of shares (computed to the nearest full share at the public offering
price applicable to the initial purchase hereunder)registered in my name. For
example, if the minimum amount specified under this statement is $100,000 and
the public offering price applicable to transactions of $100,000 is $10 a share,
500 shares (with a value of $5,000) would be held in escrow.

2. In the event I should exchange some or all of my shares to those of
another mutual fund for which Davis Selected Advisers, L.P. acts as
adviser, according to the terms of this prospectus, I hereby authorize
State Street to escrow the applicable number of shares of the new fund,
until such time as this Statement is complete.

3. If my total purchases are at least equal to the intended purchases,
the shares in escrow will be delivered to me or to my order.

4. If my total purchases are less than the intended purchases, I will
remit to Davis Selected Advisers, L.P. the difference in the dollar amount
of sales charge actually paid by me and the sales charge which I would
have paid if the total purchase had been made at a single time. If
remittance is not made within 20 days after written request by Davis
Selected Advisers, L.P. or my dealer, State Street will redeem an
appropriate number of the escrowed shares in order to realize such
difference.
5. I hereby irrevocably constitute and appoint State Street
my attorney to surrender for redemption any or all escrowed shares with
full power of substitution in the premises.

6. Shares remaining after the redemption referred to in Paragraph
No. 4 will be credited to my account.

7. The duties of State Street are only such as are herein provided being
purely ministerial in nature, and it shall incur no liability whatever
except for willful misconduct or gross negligence so long as it has acted
in good faith. It shall be under no responsibility other than faithfully to
follow the instructions herein. It may consult with legal counsel and
shall be fully protected in any action taken in good faith in accordance
with advice from such counsel. It shall not be required to defend any legal
proceedings which may be instituted against it in respect of the subject
matter of this Agreement unless requested to do so and indemnified to its
satisfaction against the cost and expense of such defense.

8. If my total purchases are more than the intended purchases and such
total is sufficient to qualify for an additional quantity discount, a
retroactive price adjustment shall be made for all purchases made under
such Statement to reflect the quantity discount applicable to the
aggregate amount of such purchases during the thirteen-month period.

EXPEDITED REDEMPTION PRIVILEGE

[ ] If you wish the Expedited Redemption Privilege please check the box
to the left and complete the following information.

I (we) hereby authorize State Street Bank and Trust Company, Davis
Selected Advisers, L. P., and/or the Davis Funds to act upon instructions
received by telephone or telegraph, believed by them to be genuine, and to
redeem shares in my (our) account in any of the Davis Funds and to wire
the proceeds of such redemption to the predesignated bank listed below. I
(we) hereby agree that neither State Street Bank and Trust Company, nor
Davis Selected Advisers, L. P. nor the Davis Funds nor any of their
officers or employees, will be liable for any loss, liability, cost or
expense for acting upon such instructions.

- ----------------------------------- -------------------------------
Signature of Shareholder Signature of Co-Shareholder

- ----------------------------------- --------------------------------
Name of Commercial Bank (Title of Account at Bank)

- ----------------------------------- ---------------------------------
(Street) (Account Number at Bank)

- ----------------------------------- ---------------------------------
(City) (State) (Zip) (ABA/Transit Routing Number)
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE

Summary.................................................................. 2

Financial Highlights..................................................... 4

Investment Objective and Policies........................................ 6

Risk Factors............................................................. 7

Adviser, Sub-Adviser and Distributor..................................... 11

Distribution Plans....................................................... 12

Purchase of Shares....................................................... 13

Telephone Privilege...................................................... 17

Exchange of Shares....................................................... 17

Redemption of Shares..................................................... 18

Determining the Price of Shares.......................................... 20

Dividends and Distributions.............................................. 21

Federal Taxes............................................................ 21

Foreign Taxes on Fund Income............................................. 22

Fund Shares.............................................................. 22

Performance Data......................................................... 23

Shareholder Inquiries.................................................... 23
<PAGE>
DAVIS INTERNATIONAL SERIES, INC.
(formerly, VENTURE SERIES, INC.)

Davis International Total Return Fund
(formerly, International Total Return Fund)

STATEMENT OF ADDITIONAL INFORMATION

February 1, 1995
As revised October 1, 1995

124 East Marcy Street
Santa Fe, New Mexico 87501
1-800-279-0279

TABLE OF CONTENTS

Fundamental Investment Restrictions........................ 2
Non-Fundamental Investment Restrictions.................... 2
Risk Considerations........................................ 4
High Yield, High Risk Bonds................................ 5
Hedging of Foreign Currency Risks.......................... 6
Options on Foreign Currencies.............................. 7
Lending Portfolio Securities............................... 9
Writing Covered Call Options and Purchasing Options........ 10
Repurchase Agreements...................................... 10
Portfolio Transactions and Brokerage....................... 11
Directors and Officers..................................... 11
Directors Compensation Schedule............................ 13
Certain Shareholders of the Fund........................... 13
Investment Advisory Services............................... 14
Custodian.................................................. 15
Auditors................................................... 15
Determining the Price of Shares............................ 15
Dividends, Distributions and Taxes......................... 16
Performance Data........................................... 18
Reduction of Class A Sales Charges......................... 19
Distribution of Fund Shares................................ 21

Appendix A
Ratings of Securities................................. 21

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED FEBRUARY 1, 1995 AS REVISED
OCTOBER 1, 1995. THE PROSPECTUS MAY BE OBTAINED FROM THE FUND.

UNAUDITED FINANCIAL STATEMENTS OF DAVIS INTERNATIONAL TOTAL RETURN FUND
FOR THE SEVEN MONTHS ENDED AUGUST 31, 1995 ARE INCLUDED IN THIS DOCUMENT. ALL
INTERIM INFORMATION REFLECTS ALL ADJUSTMENTS WHICH ARE, IN THE OPINION OF
MANAGEMENT, NECESSARY TO A FAIR STATEMENT OF THE RESULTS FOR SUCH INTERIM
PERIOD.
<PAGE>
FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and
may not be changed without the approval of the holders of the lesser of (i)
67% of the eligible votes, if the holders of more than 50% of the eligible
votes are represented or (ii) more than 50% of the eligible votes.

(1) Commodities. The Fund may not purchase or sell commodities or
commodity contracts, except contracts in respect to financial
futures or currencies.

(2) Real Estate. The Fund may not purchase real estate or real estate
mortgages as such, but may purchase the securities backed by real
estate Mor interests therein (including mortgage interests) and
securities of companies, including real estate investment trusts,
holding real estate or interests (including mortgage interests)
therein.

(3) Diversification of Fund Investments.

(a) Fund Assets. With respect to 75% of the value of its total
assets, the Fund may not buy the securities of any company if
more than 5% of the value of the Fund's total assets would
then be invested in that company. Securities issued by the
U.S. Government or its agencies or instrumentalities and
repurchase agreements involving such securities ("U.S.
Government Securities"), are not subject to this limitation.

(b) Securities of Issuers. With respect to 75% of the value of its
total assets, the Fund may not purchase the securities of any
company if after such purchase the Fund would then own more
than 10% of such company's voting securities. U.S. Government
Securities are not subject to this limitation.

(4) Industries. The Fund may not purchase the securities of companies
in any one industry if 25% or more of the value of the Fund's total
assets would then be invested in companies having their principal
business activity in the same industry. U.S. Government Securities
are not subject to this limitation. Securities issued by foreign
governments and their agencies and instrumentalities will be
subject to this limitation only so long as and to the extent that
the Securities and Exchange Commission requires their inclusion in
such industry investment limitations.

(5) Senior Securities; Borrowing. The Fund may not issue senior
securities except as permitted under the Investment Company Act of
1940. The Fund may not pledge or hypothecate any of its assets,
except in connection with permitted borrowing in amounts not
exceeding 33 1/3% of the value of the Fund's total assets at the
time of borrowing. Transfers of assets in connection with
currency transactions are not subject to these limitations if
appropriately covered.

(6) Underwriting. The Fund does not engage in the underwriting of
securities. (This does not preclude it from selling restricted
securities in its portfolio.)

(7) Lending Money or Securities. The Fund may not lend money, except
that it may buy debt securities publicly distributed or traded or
privately placed and may enter into repurchase agreements. The
Fund may lend its portfolio securities subject to having 100%
collateral in cash or U.S. Government Securities. The Fund will
not lend securities if such a loan would cause more than 20% of
the total value of its net assets to then be subject to such loans.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

These policies and the Fund's investment objective set forth in the
Prospectus may be changed by the Board of Directors without shareholder
approval.

(1) Borrowing. The Fund may not purchase securities when money
borrowed exceeds 5% of its total assets.

(2) Futures Contracts. The Fund may not purchase a futures contract or
an option thereon, except in respect to currencies and then only
if, with respect to positions in futures or options on futures
<PAGE>
which do not represent bona fide hedging, the aggregate initial
margin and premiums on such positions would not exceed 5% of the
Fund's total assets (excluding from such calculation any
in-the-money amount of any option).
(3) Illiquid and Restricted Securities.

(a) The Fund may not purchase illiquid securities (including
restricted securities which are illiquid and repurchase agreements
maturing in more than seven days) if, as a result, more than 15%
of its net assets would be invested in such securities.

(b) The Fund may not purchase a restricted security if it would
cause more than 10% of total assets to be invested in such
securities. For this purpose all securities eligible for resale
under Rule 144A under the Securities Act of 1933 are not included
in this 10% limitation (but are subject to the overall 15%
limitation if they are illiquid as determined by the Sub-Adviser
under criteria established by the Board of Directors).

(4) Investment Companies. The Fund may not purchase securities of
open-end or closed-end investment companies except in compliance
with the Investment Company Act of 1940.

(5) Margin. The Fund may not purchase securities on margin, except (i)
for use of short-term credit necessary for clearance of purchases
of portfolio securities and (ii) it may make margin deposits in
connection with currency transactions or other permissible
investments.

(6) Mortgaging. The Fund may not mortgage, pledge, hypothecate or, in
any manner, transfer any security owned by the Fund as security for
indebtedness except as may be necessary in connection with
permissible borrowings and other permissible investments or
investments for currency transactions and then such mortgaging,
pledging or hypothecating may not exceed 33 1/3% of the Fund's
total assets at the time of borrowing or investment.

(7) Oil and Gas Programs; Real Estate Limited Partnership. The Fund may
not purchase participations or other direct interests or enter
into leases with respect to oil, gas, or other mineral exploration
or development programs. The Fund may not purchase real estate
limited partnership interests.

(8) Ownership of Portfolio Securities by Officers and Directors. The
Fund may not purchase or retain the securities of any issuer if
those officers and directors of the Fund, and of the Adviser or
Sub-Adviser, who each own beneficially more than 0.5% of the
outstanding securities of such issuer, together own beneficially
more than 5% of such securities.

(9) Short Sales. The Fund may not effect short sales of securities.
This restriction does not apply to currency transactions.

(10) Unseasoned Issuers. The Fund may not purchase a security (other
than obligations issued or guaranteed by the U.S., any state or
local government, or any foreign government, their agencies or
instrumentalities) if, as a result, more than 5% of the value of
the Fund's total assets would be invested in the securities of
issuers which at the time of purchase had been in operation for
less than three years (for this purpose, the period of operation
of any issuer shall include the period of operation of any
predecessor or unconditional guarantor of such issuer). This
restriction does not apply to securities of pooled investment
vehicles or mortgage or asset-backed securities.

(11) Warrants. The Fund may not invest in warrants if, as a result
thereof, more than 2% of the value of the total assets of the Fund
would be invested in warrants which are not listed on the New York
Stock Exchange, the American Stock Exchange, or a recognized
foreign exchange, or more than 5% of the value of the total assets
of the Fund would be invested in warrants whether or not so listed.
For purposes of these percentage limitations, the warrants will be
valued at the lower of cost or market and warrants acquired by the
Fund in units or attached to securities may be deemed to be without
value.
<PAGE>
(12) Options. The Fund may not purchase or write options
except that the Fund may (i) write listed covered call options on
portfolio securities and purchase call options to close such
transactions (provided that no such call is written if it would
cause more than 25% of the value of the Fund's total assets to be
subject to such calls), (ii) purchase options (provided that no
such transaction would cause more than 2% of its total assets or
more than 5% of its net assets to be invested in premiums for such
options) or, (iii) engage in option transactions in respect to
foreign currencies.

In addition to the restrictions described above, some foreign
countries limit or prohibit direct foreign investment in the securities of
their companies. However, the governments of some countries have
authorized the organization of investment funds to permit indirect foreign
investment in such securities. For tax purposes these funds may be known
as Passive Foreign Investment Companies. See "Dividends, Distributions
and Taxes - Passive Foreign Investment Companies".

PLEASE NOTE: Except for limitations on borrowing and illiquid securities
all percentage restrictions, whether fundamental or non-fundamental,
apply as of the time of an investment without regard to any later
fluctuations in the value of portfolio securities or other assets.

RISK CONSIDERATIONS

Investors should understand and consider carefully the substantial
risks involved in investing in securities of foreign companies and
governments of foreign nations, some of which are referred to below, and
which are in addition to the usual risks inherent in domestic investments.

There is generally less publicly available information about foreign
companies comparable to reports and ratings that are published about
companies in the United States. Foreign companies are also generally not
subject to uniform accounting and auditing and financial reporting
standards, practices and requirements comparable to those applicable to
United States companies.

It is contemplated that foreign securities will be purchased in
over-the-counter markets or on stock exchanges located in the countries
in which the respective principal offices of the issuers of the various
securities are located, if that is the best available market. Foreign
securities markets are generally not as developed or efficient as those in
the United States. While growing in volume, they usually have
substantially less volume than the New York Stock Exchange and
securities of some foreign companies are less liquid and more volatile
than securities of comparable United States companies. Similarly, volume
and liquidity in most foreign bond markets is less than in the United
States and, at times, volatility of price can be greater than in the United
States. Commissions on foreign stock exchanges are generally higher than
negotiated commissions on United States exchanges, although the Fund
will endeavor to achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and
regulation of stock exchanges, brokers and listed companies than in the
United States.

With respect to certain foreign countries, there is the possibility of
adverse changes in investment or exchange control regulations and
interest rates, expropriation or confiscatory taxation, limitations on the
removal of funds or other assets of the Fund, political or social
instability, or diplomatic developments which could affect United States
investments in those countries. Moreover, individual foreign economies
may differ favorably or unfavorably from the United States' economy in
such respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payments
position.

The dividends and interest payable on certain of the Fund's foreign
portfolio securities may be subject to foreign withholding taxes, thus
reducing the net amount of income available for distribution to the Fund's
shareholders. A shareholder otherwise subject to United States Federal
income taxes may, subject to certain limitations, be entitled to claim a
credit or deduction for U.S. Federal income tax purposes for his or her
proportionate share of such foreign taxes paid by the Fund. See
"Dividends, Distributions and Taxes - Foreign Income Taxes".

Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. It will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a
profit based on the difference (commonly known as the "spread") between
the price at which they are buying and selling various currencies. Thus, a
dealer may offer to sell a foreign currency to the Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.
<PAGE>
Investors should understand that the expense ratio of the Fund can
be expected to be higher than investment companies investing in domestic
securities since, among other things, the cost of maintaining the custody
of foreign securities is higher and the purchase and sale of portfolio
securities may be subject to higher transaction charges, such as stamp
duties and turnover taxes.

Investors should further understand that all investments involve
some level of risk. There can be no guarantee against loss resulting from
an investment in the Fund, and there can be no assurance that the Fund's
investment objective will be attained. The Fund is designed for individual
and institutional investors who wish to diversify beyond the United States
in an actively researched and managed portfolio. The Fund may not be
suitable for all investors and is intended for long-term investors who can
accept the risks entailed in seeking total return through long-term growth
of capital or income by investing in foreign securities as described above.

HIGH YIELD, HIGH RISK BONDS

As discussed in the Prospectus, the Fund may invest in high yield,
high risk debt securities rated BBB or lower by Standard & Poor's
Corporation ("S & P") or Baa or lower by Moody's Investor Services
("Moody's"). Securities rated BBB by S & P or Baa by Moody's have
speculative characteristics; changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case for higher grade bonds.
Securities rated BB or lower by S & P and Ba or lower by Moody's are
referred to in the financial community as "junk bonds" and may include
securities of issuers in default. The Fund intends not to purchase
securities rated BB or Ba or lower if after such purchase more than 5% of
the Fund's net assets would be invested in such securities (including
downgraded securities) and the Fund will not invest in bonds which are in
default. Such securities are considered speculative with respect to
capacity to pay interest and repay principal in accordance with the terms
of the obligation and generally will involve more credit risk than
securities in the higher rating categories. The Sub-Adviser will consider
the ratings assigned by S & P and Moody's as one of several factors in its
independent credit analysis of issuers. Ratings assigned by credit
agencies do not evaluate market risks. In addition, since most foreign
fixed income securities are not rated, the Fund will invest in such
securities based on the Sub-Adviser's analyses without relying on
published ratings.

The market values of such securities tend to reflect individual
corporate developments to a greater extent than do higher rated
securities, which react partly to fluctuations in the general level of
interest rates. Such lower rated securities also tend to be more sensitive
to economic and industry conditions than higher rated securities. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis regarding individual lower rated bonds and the high yield, high
risk market may depress the prices for such securities. If the negative
factors such as the aforementioned adversely impact the market value of
high yield, high risk securities, the portfolio's net asset value will be
adversely affected.

The high yield, high risk bond market comprised a small piece of the
general bond market until the middle 1980s when issuance increased
dramatically. Since that time the high yield, high risk bond market has
experienced only one recessionary environment but never has been exposed
to a significant increase in interest rates. During the economic downturn
that was experienced, prices of high yield, high risk bonds declined and
defaults rose. Future economic downturns and/or significant increases in
interest rates are likely to have a negative effect on the high yield, high
risk bond market and consequently on the value of these bonds, as well as
increase the incidence of defaults on such bonds.

High yield, high risk bonds may be issued in a variety of
circumstances. Some of the more common circumstances are issuance by
corporations in the growth stage of their development, in connection with
a corporate reorganization or as part of a corporate takeover. Companies
that issue such high yielding, high risk bonds often are highly leveraged
and may not have available to them more traditional methods of financing.
Therefore, the risk associated with acquiring the bonds of such issuers
generally is greater than is the case with higher rated bonds. For
example, during an economic downturn or recession, highly leveraged
issuers of high yield, high risk bonds may experience financial stress.
During such periods, such issuers may not have sufficient revenues to
meet their principal and interest payment obligations. The issuer's ability
to service its debt obligations may also be adversely affected by specific
corporate developments, or the issuer's inability to meet specific
projected business forecasts, or the unavailability of additional financing.
The risk of loss due to default by the issuer is significantly greater for
the holders of high yielding bonds because such bonds are generally
unsecured and are often subordinated to other creditors of the issuer. The
costs associated with recovering principal and interest once a security
has defaulted may impact the return to holders of the security.
<PAGE>
The Fund may have difficulty disposing of certain high yield, high
risk bonds because there may be a thin trading market for such bonds.
Because not all dealers maintain markets in all high yield, high risk bonds,
the Fund anticipates that such bonds could be sold only to a limited
number of dealers or institutional investors. The lack of a liquid
secondary market may have an adverse impact on market price and the
ability to dispose of particular issues and may also make it more difficult
to obtain accurate market quotations or valuations for purposes of valuing
the Fund's assets. Market quotations generally are available on many high
yield issues only from a limited number of dealers and may not
necessarily represent firm bid prices of such dealers or prices for actual
sales. In addition, adverse publicity and investor perceptions may
decrease the values and liquidity of high yield, high risk bonds regardless
of a fundamental analysis of the investment merits of such bonds. To the
extent that the Fund purchases illiquid or restricted bonds, it may incur
special securities registration responsibilities, liabilities and costs, and
liquidity and valuation difficulties relating to such bonds.

Bonds may be subject to redemptions or call provisions. If an issuer
exercises these provisions when investment rates are declining, the Fund
will be likely to replace such bonds with lower yielding bonds resulting in
a decreased return. Zero coupon, pay-in-kind and deferred interest bonds
involve additional special considerations. Zero coupon bonds are debt
obligations that do not require the holder to make any periodic payments
of interest prior to maturity or a specified cash payment date when the
securities begin paying current interest (the "cash payment date") and
therefore are issued and traded at a discount from their face amount or
par value. The market prices of zero coupon securities are generally more
volatile than the market prices of securities that pay interest
periodically and are likely to respond to changes in interest rates to a
greater degree than do securities paying interest currently having similar
maturities and credit quality. Pay-in-kind bonds pay interest in the form
of other securities rather than cash. Deferred interest bonds defer the
payment of interest to a later date. Zero coupon, pay-in-kind or deferred
interest bonds carry additional risk in that, unlike bonds which pay
interest in cash throughout the period to maturity, the Fund will receive
no cash until the cash payment date unless a portion of such securities are
sold. There is no assurance of the value or the liquidity of securities
received from pay-in-kind bonds. If the issuer defaults, the Fund may
obtain no return at all on its investment. To the extent that the Fund
invests in bonds that are original issue discount, zero coupon, pay-in-kind
or deferred interest bonds, the Fund may have taxable interest income in
excess of the cash actually received on these issues. In order to
distribute such income to avoid taxation to the Fund, the Fund may have to
sell portfolio securities to meet its taxable distribution requirements
under circumstances that could be adverse.

HEDGING OF FOREIGN CURRENCY RISKS

The Fund may purchase or sell forward foreign currency exchange
contracts ("forward contracts") to attempt to minimize the risk to the
Fund from adverse changes in the relationship between the U.S. dollar and
foreign currencies. A forward contract is an obligation to purchase or sell
a specific currency for an agreed price at a future date which is
individually negotiated and privately traded by currency traders and their
customers. Such a contract gives the Fund a position in a negotiated,
currently non-regulated market. The Fund may enter into a forward
contract, for example, when it enters into a contract for the purchase or
sale of a security denominated in a foreign currency in order to "lock in"
the U.S. dollar price of the security ("transaction hedge"). Additionally,
for example, when the Sub-Adviser believes that a foreign currency may
suffer a substantial decline against the U.S. dollar, it may enter into a
forward sale contract to sell an amount of that foreign currency
approximating the value of some or all of the Fund's portfolio securities
denominated in such foreign currency, or when the Fund believes that the
U.S. dollar may suffer a substantial decline against a foreign currency, it
may enter into a forward purchase contract to buy that foreign currency
for a fixed dollar amount in anticipation of purchasing foreign traded
securities ("position hedge"). In this situation the Fund may, in the
alternative, enter into a forward contract in respect to a different foreign
currency for a fixed U.S. dollar amount ("cross hedge"). This may be done,
for example, where the Sub-Adviser believes that the U.S. dollar value of
the currency to be sold pursuant to the forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in
which portfolio securities of the Fund are denominated.

The Fund may purchase and write put and call options on foreign
currencies for the purpose of protecting against declines in the U.S. dollar
value of foreign currency-denominated portfolio securities and against
increases in the U.S. dollar cost of such securities to be acquired. As in
the case of other kinds of options, however, the writing of an option on a
foreign currency constitutes only a partial hedge, up to the amount of the
premium received, and the Fund could be required to purchase or sell
foreign currencies at disadvantageous exchange rates, thereby incurring
losses. The purchase of an option on a foreign currency may constitute an
effective hedge against fluctuations in exchange rates although, in the
event of rate movements adverse to the Fund's position, it may forfeit the
entire amount of the premium plus related transaction costs. Options on
foreign currencies to be written or
<PAGE>
purchased by the Fund are traded on U.S. and foreign exchanges or
over-the-counter. Currently, a significant portion or all of the value of an
over-the-counter option may be treated as an illiquid investment and subject to
the restriction on such investments as long as the SEC requires that
over-the-counter options be treated as illiquid. Generally, the Fund would
utilize options traded on exchanges where the options are standardized.

The Fund may enter into contracts for the purchase or sale for future
delivery of foreign currencies ("currency futures contracts") and may
purchase and write put and call options to buy or sell currency futures
contracts. A "sale" of a currency futures contract means the acquisition
of a contractual obligation to deliver the foreign currencies called for by
the contract at a specified price on a specified date. A "purchase" of a
currency futures contract means the incurring of a contractual obligation
to acquire the foreign currencies called for by the contract at a specified
price on a specified date. Options on currency futures contracts to be
purchased by the Fund will be traded on U.S. or foreign exchanges or
over-the-counter. The Fund will not enter into any futures contracts or
options on currency futures contracts if immediately thereafter the
aggregate of initial margin deposits on all the outstanding currency
futures contracts of the Fund and premiums paid on outstanding options on
currency futures contracts would exceed 5% of the market value of the
total assets of the Fund (excluding in such market value any in-the-money
amount of any option).

The Fund may also purchase securities (debt securities or deposits)
which have their coupon rate or value at maturity determined by reference
to the value of one or more foreign currencies. The Fund will not use
leverage. These strategies will be used for hedging purposes only. The
Fund will hold securities or other options or futures positions whose
values are expected to offset its obligations under the hedge strategies.
The Fund will not enter into a currency hedging position that exposes the
Fund to an obligation to another party unless it owns either (i) an
offsetting position in securities, options or futures positions or (ii) cash,
receivables and short-term debt securities with a value sufficient to
cover its potential obligations. The Fund will comply with requirements
established by the SEC and, to the extent applicable, the Commodities
Futures Trading Commission, with respect to coverage of options, futures
and forward contracts by mutual funds, and, if so required, will set aside
cash and high grade liquid debt securities in a segregated account with its
custodian bank in the amount prescribed. The Fund's custodian will
maintain the value of such segregated account equal to the prescribed
amount by adding or removing additional cash or liquid securities to
account for fluctuations in the value of securities held in such account.
Securities held in a segregated account cannot be sold while the futures
or option strategy is outstanding, unless they are replaced with similar
securities.

The Fund's ability to dispose of its positions in futures contracts,
options and forward contracts will depend on the availability of liquid
markets in such instruments. Markets in options and futures with respect
to currencies are still developing. It is impossible to predict the amount
of trading interest that may exist in various types of futures contracts,
options and forward contracts. If a secondary market does not exist with
respect to an option purchased or written by the Fund over-the-counter, it
might not be possible to effect a closing transaction in the option ( i.e.,
dispose of the option) with the result that (i) an option purchased by the
Fund would have to be exercised in order for the Fund to realize any profit
and (ii) the Fund may not be able to sell currencies covering an option
written by the Fund until the option expires or it delivers the underlying
futures currency upon exercise. Therefore, no assurance can be given that
the Fund will be able to utilize these instruments effectively for the
purposes set forth above.

The Fund's transactions in forward contracts, options on foreign
currencies and currency futures contracts will be subject to special tax
rules under the Internal Revenue Code that, among other things, may affect
the character of any gains or losses of the Fund as ordinary or capital and
the timing and amount of any income or loss to the Fund. This, in turn,
could affect the character, timing and amount of distributions by the Fund
to shareholders. The Fund may be limited in its foreign currency and
currency hedging transactions by tax considerations.

OPTIONS ON FOREIGN CURRENCIES

The Fund may purchase and write options on foreign currencies in a
manner similar to that in which futures contracts on foreign currencies,
or forward contracts, will be utilized. For example, a decline in the dollar
value of a foreign currency in which portfolio securities are denominated
will reduce the dollar value of such securities, even if their value in the
foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities; the Fund may purchase put
options on the foreign currency. If the value of the currency does decline,
the Fund will have the right to sell such currency for a fixed amount in
dollars and will thereby offset, in whole or in part, the adverse effect on
its portfolio which otherwise would have resulted.
<PAGE>
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, the Fund may purchase call options thereon.
The purchase of such options could offset, at least partially, the effects
of the adverse movements in exchange rates. As in the case of other types
of options, however, the benefit to the Fund deriving from purchases of
foreign currency options will be reduced by the amount of the premium and
related transaction costs. In addition, where currency exchange rates do
not move in the direction or to the extent anticipated, the Fund could
sustain losses on transactions in foreign currency options which would
require it to forego a portion or all of the benefits of advantageous
changes in such rates.

The Fund may also write options on foreign currencies for the same
purposes. For example, where the Fund anticipates a decline in the dollar
value of foreign currency denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline
occurs, the option will most likely not be exercised, and the diminution in
value of portfolio securities will be offset by the amount of the premium
received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, the
Fund could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the Fund
to hedge such increased cost up to the amount of the premium. As in the
case of other types of options, however, the writing of a foreign currency
option will constitute only a partial hedge up to the amount of the
premium, and only if rates move in the expected direction. If this does not
occur, the option may be exercised and the Fund would be required to
purchase or sell the underlying currency at a loss which may not be offset
by the amount of the premium. Through the writing of options on foreign
currencies, the Fund also may be required to forego all or a portion of the
benefits which might otherwise have been obtained from favorable
movements in exchange rates.

The Fund intends to write covered call options on foreign currencies.
A call option written on a foreign currency by the Fund is "covered" if the
Fund owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held in
a segregated account by its Custodian) upon conversion or exchange of
other foreign currency held in its portfolio. A call option is also covered
if the Fund has a call on the same foreign currency and in the same
principal amount as the call written where the exercise price of the call
held (a) is equal to or less than the exercise price of the call written or
(b) is greater than the exercise price of the call written if the difference
is maintained by the Fund in cash, U.S. Government Securities or other
appropriate liquid securities in a segregated account with its Custodian.

The Fund also intends to write call options on foreign currencies
that are not covered for cross-hedging purposes. A call option on a
foreign currency is for cross-hedging purposes if it is not covered, but is
designed to provide a hedge against a decline in the U.S. dollar value of a
security which the Fund owns or has the right to acquire and which is
denominated in the currency underlying the option due to an adverse
change in the exchange rate. In such circumstances, the Fund
collateralizes the option by maintaining in a segregated account with the
Fund's Custodian, cash or U.S. Government Securities or other appropriate
liquid securities in an amount not less than the value of the underlying
foreign currency in U.S. dollars marked to market daily.

Additional Risks of Options on Futures Contracts, Forward Contracts and
Options on Foreign Currencies
- -----------------------------------------------------------------------
Unlike transactions entered into by the Fund in futures contracts,
options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the SEC. To the contrary, such instruments
are traded through financial institutions acting as market-makers,
although foreign currency options are also traded on certain national
securities exchanges, such as the Philadelphia Stock Exchange and the
Chicago Board Options Exchange, subject to SEC regulation. Similarly,
options on currencies may be traded over-the-counter. In an
over-the-counter trading environment, many of the protections afforded
to exchange participants will not be available. For example, there are no
daily price fluctuation limits, and adverse market movements could
therefore continue to an unlimited extent over a period of time. Although
the purchaser of an option cannot lose more than the amount of the
premium plus related transaction costs, this entire amount could be lost.
Moreover, the option writer and a trader of forward contracts could lose
amounts substantially in excess of their initial investments, due to the
margin and collateral requirements associated with such positions.
<PAGE>
Options on foreign currencies traded on national securities
exchanges are within the jurisdiction of the SEC, as are other securities
traded on such exchanges. As a result, many of the protections provided to
traders on organized exchanges will be available with respect to such
transactions. In particular, all foreign currency option positions entered
into on a national securities exchange are cleared and guaranteed by the
Options Clearing Corporation ("OCC"), thereby reducing the risk of
counterparty default. Further, a liquid secondary market in options traded
on a national securities exchange may be more readily available than in
the over-the-counter market, potentially permitting the Fund to liquidate
open positions at a profit prior to exercise or expiration, or to limit
losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market
movements, margining of options written, the nature of the foreign
currency market, possible intervention by governmental authorities and
the effects of other political and economic events. In addition,
exchange-traded options on foreign currencies involve certain risks not
presented by the over-the-counter market. For example, exercise and
settlement of such options must be made exclusively through the OCC,
which has established banking relationships in applicable foreign
countries for this purpose. As a result, the OCC may, if it determines that
foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or prohibitions
on exercise.

Options on foreign currencies may be traded on foreign exchanges.
These are not regulated by any United States authorities. Such
transactions are subject to the risk of governmental actions affecting
trading in or the prices of foreign currencies or securities. The value of
such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability of data on
which to make trading decisions than in the United States, (iii) delays in
the Fund's ability to act upon economic events occurring in foreign
markets during non-business hours in the United States, (iv) the
imposition of different exercise and settlement terms and procedures and
margin requirements than in the United States, and (v) lesser trading
volume.

LENDING PORTFOLIO SECURITIES

The Fund may make secured loans of portfolio securities in order to
realize additional income. The fundamental investment restrictions
provide that the Fund will not lend securities if such a loan would cause
more than 20% of the total value of its net assets to then be subject to
such loans. However, as a matter of non-fundamental policy, the Fund
does not intend to make such loans if it would cause more than 5% of its
net assets to be subject to such loans.

If the Fund were to lend securities, the borrower would provide cash
collateral which the Fund could invest in order to receive short-term
interest income. The borrower also would pay the Fund an amount equal to
the dividends or interest which the Fund would have received if the Fund
had not loaned the securities. The cash collateral which the borrower
would provide must be equal to the market value of the securities loaned.
If this market value rises, the borrower would provide more cash on each
business day. If it declines, the borrower is entitled to be paid back some
of its cash. Determinations of market value are made at the end of each
business day. If the cash collateral drops below 100% and the required
additional cash is not immediately deposited by the borrower, the loan
would immediately become due and the Fund would be entitled to replace
the securities by purchase. There can be no assurance that the borrower
would be able to deposit any required additional cash. The Fund would
exercise its right to replace the securities within such reasonable time as
the Fund deemed appropriate under the circumstances.

There are other policies which would govern the Fund's lending of
securities. The borrower must agree to return the securities after notice,
within the normal settlement time of five business days. The Fund would
invest the cash collateral only in readily marketable short-term interest
bearing securities of prime quality so that the Fund could return the
borrower's cash when due. Part of the interest the Fund receives on these
investments may be paid to the borrower.

If the voting rights or rights to consent on securities loaned pass to
the borrower, the Fund would retain the right to cancel the loan and retain
its rights in time to vote upon or consent to a matter which the Fund
deems important.
<PAGE>
The Fund would loan its portfolio securities only to brokers, dealers
and other financial institutions which have capital of not less than $10
million, and the Fund's loans would comply with applicable regulatory
requirements. The Fund may pay reasonable finder's, administrative and
custodian fees in connection with securities loans.

Some, but not all, of the Fund's policies are necessary to meet
certain requirements of the tax laws relating to the lending of securities.
The Fund's policies will not be changed unless the change is permitted
under these requirements. The Fund intends not to lend portfolio
securities if, or to the extent that, such activity would jeopardize its
qualification as a regulated investment company under the tax laws.

WRITING COVERED CALL OPTIONS AND PURCHASING OPTIONS

The Fund may write covered call options on a portion of its portfolio
securities and purchase call options in closing transactions. The
investment restrictions provide that such an option may not be written if
thereafter the market value of all of the Fund's portfolio securities
subject to options would exceed 25% of the value of its total assets.
However, as a matter of current operating policy, the Fund does not intend
to write a covered call option on its portfolio securities if it would cause
more than 5% of the Fund's net assets to be subject to such options. The
Fund would only write options on securities in its portfolio and would not
write options on loaned securities. The Fund will limit income derived
from the writing of options that expire in less than 3 months so as to
continue to meet the requirements for qualification as a regulated
investment company under the Internal Revenue Code.

A covered call option gives the purchaser of the option the right to
buy the underlying security at the price specified in the option (the
"exercise price") at any time until the option expires, generally within
three to nine months, in return for the payment to the writer upon the
issuance of the option of an amount called the "premium." A commission
may be charged in connection with the writing of the option. The premium
received for writing a call option is determined by the option markets.
The premium paid plus the exercise price will always be greater than the
market price of the underlying securities at the time the option is
written. By writing a covered call option, the Fund forgoes, in exchange
for the premium, the opportunity to profit from an increase in the market
value of the underlying security above the exercise price, if the option is
exercised.

The obligation is terminated upon exercise of the call option, its
expiration or when the Fund effects a closing purchase transaction. A
closing purchase transaction is one in which the writer purchases another
call option in the same underlying security (identical as to exercise price,
expiration date and number of shares). The writer thereby terminates its
obligation and substitutes the second writer as the obligor to the original
option purchaser. A closing purchase transaction would normally involve
the payment of a brokerage commission. During the remaining term of the
option, if the Fund cannot enter into a closing purchase transaction, it
would lose the opportunity for realizing any gain over and above the
premium through sale of the underlying security and if the security is
declining in price the Fund would continue to experience such decline.

Purchasing Options. Purchasing a call on a stock would give the Fund
the right to buy the stock as described above. This would give the Fund a
position in a security for a significantly lower price than purchasing the
stock outright. Purchasing a put would give the Fund a right to sell the
stock at a specified price at any time until the option expires. Ownership
of a put can be a hedge against a decline in the price of a security which
the Fund owns. However, the risk of purchasing an option, whether a call
or a put, is that the option could expire without any gain to the Fund. The
Fund would then have lost the premium it paid for the option and any
related brokerage expense.

REPURCHASE AGREEMENTS

A repurchase agreement involves a sale of securities to the Fund,
with the concurrent agreement of the seller (a bank or securities dealer
which the Adviser or Sub-Advisers believes to be financially sound) to
repurchase the securities at the same price plus an amount equal to
accrued interest at an agreed-upon interest rate, within a specified time,
usually less than one week, but, on occasion, at a later time. The
repurchase obligation of the seller is, in effect, secured by the underlying
securities, which are securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the
Fund could experience both delays in liquidating the underlying securities
and losses, including (a) possible
<PAGE>
decline in the value of the collateral
during the period while the Fund seeks to enforce its rights thereto; (b)
possible loss of all or a part of the income during this period; and (c)
expenses of enforcing its rights.

The Fund will enter into repurchase agreements only when the seller
agrees that the value of the underlying securities, including accrued
interest (if any), will at all times be equal to or exceed the value of the
repurchase agreement.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Atlantic Advisers Limited (the "Sub-Adviser") makes investment
decisions and arranges for the placement of buy and sell orders and the
execution of portfolio transactions for the Fund subject to review by the
Board of Directors. In this regard, the Sub-Adviser will seek to obtain the
most favorable price and execution for the transaction given the size and
risk involved. In placing executions and paying brokerage commissions,
the Sub-Adviser considers the financial responsibility and reputation of
the broker or dealer, the range and quality of the services made available
to the Fund and the professional services rendered, including execution,
clearance procedures, wire service quotations and ability to provide
supplemental performance, statistical and other research information for
consideration, analysis and evaluation by the Sub-Adviser's staff. In
accordance with this policy, brokerage transactions are not executed
solely on the basis of the lowest commission rate available for a
particular transaction. Research services provided to the Sub-Adviser by
or through brokers who effect portfolio transactions for the Fund may be
used in servicing other accounts managed by the Sub-Adviser and likewise
research services provided by brokers used for transactions of other
accounts may be utilized by the Sub-Adviser in performing services for
the Fund. Subject to the requirements of best execution, the placement of
orders by securities firms for shares of the Fund may be taken into
account as a factor in the placement of portfolio brokerage.

The Sub-Adviser is under common control with E.F. Iselin S.A., an
investment advisory firm based in Geneva, Switzerland. Edouard F. Iselin,
the President and Chief Investment Officer of the Sub-Adviser is also the
Chairman and CEO of E.F. Iselin S.A. Research services obtained either on
behalf of the Fund or on behalf of clients of E.F. Iselin, S.A. may be used to
benefit clients of the other related entity. In addition, there may be times
when an investment decision may be made to purchase or sell the same
security for the Fund and one or more clients of E.F. Iselin, S.A. If the Fund
and E.F. Iselin S.A. simultaneously engage in the purchase or sale of the
same security, the transactions will be allocated as to amount and price
in a manner considered equitable to each. In some instances, this
procedure could adversely affect the Fund but the Fund deems that any
disadvantage in the procedure would be outweighed by the increased
selection available and the increased opportunity to engage in volume
transactions.

The Sub-Adviser believes that research from brokers and dealers is
desirable, although not essential, in carrying out their functions, in that
such outside research supplements the efforts of the Sub-Adviser by
corroborating data and enabling the Sub-Adviser to consider the views,
information and analyses of other research staffs. Such views,
information and analyses include such matters as communicating with
persons having special expertise on certain companies, industries, areas
of the economy and/or securities prices, obtaining written materials on
these or other areas which might affect the economy and/or securities
prices, obtaining quotations on securities prices and obtaining
information on the activities of other institutional investors. The
Sub-Adviser researches, at its own expense, each security included in, or
being considered for inclusion in, the Fund's portfolio. As any particular
research obtained by the Sub-Adviser may be useful to the Fund, the Board
of Directors or its Committee on Brokerage, in considering the
reasonableness of the commissions paid by the Fund, will not attempt to
allocate, or require the Sub-Adviser to allocate, the relative costs or
benefits of research.

During the seven months ended August 31, 1995, the Fund paid
brokerage commissions of $438,309.

DIRECTORS AND OFFICERS

The names and addresses of the directors and officers of the Fund
are set forth below, together with their principal business affiliations
and occupations for the last five years. As indicated below, certain
directors and officers of the Fund hold similar positions with the
following fund's that are also managed by the Manager: Davis New York
Venture Fund, Inc. (formerly, New York Venture Fund, Inc.), Davis High
Income Fund, Inc. (formerly, Venture Income (+) Plus, Inc.), Davis Tax-Free
High Income Fund, Inc. (formerly, Venture Muni (+) Plus, Inc.) and Davis
Series, Inc. (formerly, Retirement Planning Funds of America, Inc.).
<PAGE>
Martin H. Proyect (10/24/32)*, P.O. Box 80176, Las Vegas, Nevada
89180-0176. Director of the Fund and each of the Davis Funds;
Director/Trustee and President of Selected American Shares, Inc.,
Selected Special Shares, Inc. and Selected Capital Preservation Trust;
Chairman and President of the Fund until July 26, 1995 and Chairman,
Director and Treasurer, Venture Advisers, Inc. until August 15, 1995;
formerly, Secretary and Treasurer, Venture Pension Advisers, Inc.

Shelby M.C. Davis (3/20/37)*, P.O. Box 205, Hobe Sound, FL 33455.
Director and President of the Fund and each of the Davis Funds;
Director/Trustee and Executive Vice President of Selected American
Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust; Director, Chairman and Chief Executive Officer,
Venture Advisers, Inc. effective August 15, 1995; Employee of Capital
Ideas, Inc. (financing consulting firms); Consultant to Fiduciary Trust
Company International; Director, Shelby Cullom Davis Financial
Consultants, Inc.; formerly Chairman, Venture Pension Advisers, Inc.

Jeremy H. Biggs (8/16/35)*, Two World Trade Center, 94th Floor,
New York, NY 10048. Director and Chairman of the Fund and each of the
Davis Funds; Consultant to the Adviser; Director, Van Eck Funds; Vice
Chairman, Head of Equity Research Department, Chairman of the U.S.
Investment Policy Committee and member of the International Investment
Committee of Fiduciary Trust Company International.

The Very Reverend James R. Leo (8/24/33), Director. Christ Church
Cathedral, 318 East Fourth Street, Cincinnati, OH 45202. Dean, Christ
Church Cathedral since 1991. Formerly, Dean of The American Cathedral
in Paris from 1980 until 1991.

Theodore B. Smith, Jr. (12/23/32), Director. John Hassall, Inc.
Westbury, Long Island NY 11590, Chairman, President and CEO of John
Hassall, Inc.; Managing Director John Hassall, Ltd.; Chairman of John
Hassall Japan, Ltd.; Chairman of Cantrock Realty; Chairman of McCallum
Die; Trustee, Deputy Mayor and Commissioner of Public Services for the
Incorporated Village of Mill Neck.

Richard M. Murray (11/21/22), Director. Retired since 1987. Liaison
Office of Grupo Nacional Provincial, Mexico, 80 Broad St., 35th Floor, New
York, NY 10004-2203. Currently, Vice Chairman, La Prov Corporation;
Director, SCOR U.S. Corporation; Director Preferred Life Insurance
Company of N.Y.; Director, United Americas Insurance Company, N.Y.;
Director, Firemark Global Insurance Fund; Director, International
Insurance Society, Inc.

Keith R. Kroeger (5/13/36), Director. Partner, Kroeger, Woods
Associates, Architects, 255 King Street, Chappaqua NY 10514.

Carl R. Luff (4/30/54), 124 East Marcy Street, Santa Fe, NM 87501.
Vice President, Treasurer and Assistant Secretary of the Fund and each of
the Davis Funds, Selected American Shares, Inc., Selected Special Shares,
Inc., Selected Capital Preservation Trust; Director, Co-President and
Treasurer, Venture Advisers, Inc. , effective August 15, 1995.

Raymond O. Padilla (2/22/51), 124 East Marcy Street, Santa Fe, NM
87501. Vice President, Secretary and Assistant Treasurer of the Fund and
each of the Davis Funds; Vice President and Assistant Secretary of
Selected American Shares, Inc., Selected Special Shares, Inc. and Selected
Capital Preservation Trust; Senior Vice President, Venture Advisers, Inc.

Carolyn H. Spolidoro (11/19/52), 124 East Marcy Street, Santa Fe,
NM 87501. Vice President of the Fund and each of the Davis Funds; Vice
President, Venture Advisers, Inc.

Louis R. Proyect (3/7/45), 124 East Marcy Street, Santa Fe, NM
87501. Vice President of the Fund and each of the Davis Funds; Vice
President and Secretary of Selected American Shares, Inc., Selected
Special Shares, Inc. and Selected Capital Preservation Trust; Director,
Executive Vice President and Secretary, Venture Advisers, Inc. effective
August 15, 1995; Secretary, Shelby Cullom Davis Financial Consultants,
Inc.; formerly, General Partner and General Counsel of Spear, Leeds and
Kellogg. Counsel, Shelby Cullom Davis & Co.
<PAGE>
Andrew A. Davis (6/25/63), 124 East Marcy Street, Santa Fe, NM
87501. Vice President of the Fund and each of the Davis Funds; Director
and Co-President, Venture Advisers, Inc. effective August 15, 1995;
formerly, Vice President and head of convertible security research,
PaineWebber, Incorporated.

Eileen R. Street (3/11/62), 124 East Marcy Street, Santa Fe, NM
87501. Assistant Treasurer and Assistant Secretary of the Fund and each
of the Davis Funds, Selected American Shares, Inc., Selected Special
Shares, Inc. and Selected Capital Preservation Trust; Senior Vice
President, Venture Advisers, Inc.

Sheldon R. Stein (11/29/28), 30 North LaSalle Street, Suite 2900,
Chicago, IL 60602. Assistant Secretary of the Fund and each of the Davis
Funds, Selected American Shares, Inc., Selected Special Shares, Inc. and
Selected Capital Preservation Trust; Partner, D'Ancona & Pflaum, the
Fund's legal counsel.

Arthur Don (9/24/53), 30 North LaSalle Street, Suite 2900, Chicago,
IL 60602. Assistant Secretary of the Fund and each of the Davis Funds,
Selected American Shares, Inc., Selected Special Shares, Inc. and Selected
Capital Preservation Trust; Partner, D'Ancona & Pflaum, the Fund's legal
counsel.
_____________________________

*The asterisk following the names of Mr. Martin H. Proyect, Shelby M.C.
Davis and Jeremy H. Biggs indicates that each director is considered to be
an "interested person" of the Fund, as defined in the Investment Company
Act of 1940, solely by reason of their positions with the Fund and with
the sole general partner of the Fund's Adviser.

The Fund does not pay salaries to any of its officers. Davis Selected
Advisers, L.P. (formerly, Selected/Venture Advisers, L.P.) performs
certain services on behalf of the Fund. The Adviser is reimbursed by the
Fund for the costs of providing these services. See "Investment Advisory
Services."

DIRECTORS' COMPENSATION SCHEDULE

During the seven months ended August 31, 1995, the compensation
paid to the directors who are not considered to be interested persons of
the Company was as follows:
<TABLE>
<CAPTION>
Aggregate Fund Total Complex
Name Compensation Compensation<F1>
<S> <C> <C>
The Very Reverend James R. Leo 1,500 1,500
Theodore B. Smith, Jr. 1,500 1,500
Richard M. Murray 1,500 1,500
Keith R. Kroeger 1,500 1,500
<FN>
<F1> Complex Compensation is the aggregate compensation paid, for service
as a Director, by all mutual funds with the same investment adviser.
</FN>
</TABLE>
CERTAIN SHAREHOLDERS OF THE FUND

The following table sets forth, as of July 14, 1995, the name and
holdings of each person known by the Fund to be record owner of more than
5% of its outstanding Class A and Class B shares. As of such date, there
were 909,834.669 Class A shares outstanding and the directors and
officers of the Fund, as a group, owned 106,405.895 Class A shares, or
approximately 11.70% of the Fund's outstanding Class A shares. As of
such date there were 77,027.389 Class B shares outstanding. The
directors and officers of the fund do not presently own or intend to own
any Class B shares of the Fund.
<TABLE>
<CAPTION>

Number of Shares Percent of Class
Name and Address Owned Outstanding
- ---------------- ----- -----------
<S> <C> <C>
Class A shares

Shelby Cullom Davis & Co. 200,000.000 21.98%
70 Pine Street
New York, NY 10270-0002
<PAGE>
ACO 50,000.000 5.50%
300 4th Ave.
Pittsburgh, PA 15278-0001

Class B shares

Alex Brown & Sons Incorporated 24,388.950 31.66%
P.O. Box 1346
Baltimore, MD 21203-1346

William L. Young & 5,448.682 7.07%
Barbara A. Young JT/WROS
6392 Grossepark Rd.
Sun Prairie, WI 53590-9312

Parker Hunter Inc. FBO 5,010.020 6.50%
Sister of St. Basil
500 West Main St., Box 878
Uniontown, PA 15401-2602

Parker Hunter Inc. FBO 4,013.000 5.21%
Robert Grubbs
3506 Rodgewood Dr.
Pittsburgh, PA 15235-5230

Parker Hunter Inc. FBO 3,887.269 5.05%
Bone & Joint Surgical Assoc. PC
OA Nelson & M. Tranovich TTEES
211 East Street, Suite 227
Uniontown, PA 15401
</TABLE>

INVESTMENT ADVISORY SERVICES

Davis Selected Advisers, L.P. serves as investment adviser for the
Fund pursuant to an investment advisory agreement between the Fund and
the Adviser (the "Advisory Agreement") adopted in accordance with the
requirements of the Investment Company Act of 1940. Pursuant to the
Advisory Agreement, the Adviser, subject to the general supervision of
the Fund's Board of Directors, provides management services, and
investment advice, and furnishes statistical, executive and clerical
personnel, bookkeeping, office space, and equipment necessary to carry
out its management functions and such corporate managerial duties as are
requested by the Board of Directors of the Fund. The Fund bears all
expenses other than those specifically assumed by the Adviser under the
Advisory Agreement, including preparation of its tax returns, financial
reports to regulatory authorities, dividend determinations and transaction
and accounting matters related to its custodian bank, transfer agency,
custodial and shareholder services, qualification of its shares under
federal and state securities laws, legal and audit services. For the
Adviser's services, the Fund pays the Adviser a monthly fee at the annual
rate based on average net assets, as follows: 1.0% on the first $250
million; 0.9% on the next $250 million; and 0.8% on average net assets in
excess of $500 million. The aggregate advisory fee paid by the Fund to the
Adviser during the seven months ended August 31, 1995 was $7,000.

Atlantic Advisers Limited serves as the Sub-Adviser of the Fund
managing the day-to-day investments of the Fund, under a Sub-Advisory
Agreement between the Adviser and the Sub-Adviser which was adopted in
accordance with the requirements of the Investment Company Act of 1940.
For the Sub-Adviser's services, the Adviser pays the Sub-Adviser 50% of
the total annual investment advisory fees paid by the Company to the
Adviser. The Sub-Adviser receives no fees directly from the Fund.

Under the Advisory Agreement, if expenses borne by the Fund in any
fiscal year (including the advisory fee, but excluding interest, taxes,
brokerage fees and payments made under a Rule 12b-1 Distribution Plan
and, where permitted, extraordinary expenses) exceed limitations imposed
by applicable state securities laws or regulations, the Adviser must
reimburse the Fund for any such excess at least annually, up to the amount
of its advisory fee. These expense limitations may be raised or lowered
from time to time. The present maximum operating expense limitations
are 2-1/2% of the first $30 million of average net assets, 2% of the next
$70 million of average net assets and 1-1/2% of average net assets over
$100 million.
<PAGE>
The reimbursable cost for certain accounting and administrative
services for the seven months ended August 31, 1995 was $4,669. The
reimbursable cost for qualifying the Fund's shares for sale with state
agencies for such period was $995, and the reimbursable cost for
providing shareholder services for such period was $965.

The Advisory and Sub-Advisory Agreements also make provisions for
the placement of portfolio transactions and other brokerage policies of
the Fund which are discussed herein under "Portfolio Transactions ".

In accordance with the Investment Company Act, the Advisory
Agreement and the Sub-Advisory Agreement will terminate automatically
upon assignment and are subject to cancellation upon 60 days' written
notice by the Fund's Board of Directors, the vote of the holders of a
majority of the Fund's outstanding shares or the Adviser. The continuance
of each Agreement must be approved at least annually by the Fund's Board
of Directors or by the vote of holders of a majority of the outstanding
shares of the Fund. In addition, any new agreement or the continuation of
the existing agreement must be approved by a majority of directors who
are not parties to the agreement or interested persons of any such party.

The Advisory and the Sub-Advisory Agreement provide that the
Adviser and Sub-Adviser, in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of their duties, will not be liable
for any act or omission in the cause of, or connected with rendering
service under the Agreements or for any losses that may be sustained in
the purchase, holding or sale of any security.

The Adviser and the Sub-Adviser have both adopted Codes of Ethics
which regulate the personal securities transactions of the Adviser's and
Sub-Adviser's investment personnel and other employees and affiliates
with access to information regarding securities transactions of the Fund.
Both Codes of Ethics require investment personnel to disclose personal
securities holdings upon commencement of employment and all subsequent
trading activity to the firm's Compliance Officer. Investment personnel
are prohibited from engaging in any securities transactions, including the
purchase of securities in a private offering, without the prior consent of
the Compliance Officer. Additionally, such personnel are prohibited from
purchasing securities in an initial public offering and are prohibited from
trading in any securities (i) for which the Fund has a pending buy or sell
order, (ii) which the Fund is considering buying or selling, or (iii) which
the Fund purchased or sold within seven calendar days.

CUSTODIAN

The Custodian of the Fund's assets is State Street Bank and Trust
Company ("State Street"), One Heritage Drive, North Quincy, Massachusetts
02171. The Custodian maintains all of the instruments representing the
investments of the Fund and all cash. The Custodian delivers securities
against payment upon sale and pays for securities against delivery upon
purchase. The Custodian also remits Fund assets in payment of Fund
expenses, pursuant to instructions of officers or resolutions of the Board
of Directors.

AUDITORS

The Fund's auditors are Tait, Weller & Baker, Two Penn Center, Suite
700, Philadelphia, Pennsylvania 19102-1707. The audit includes
examination of annual financial statements furnished to shareholders and
filed with the Securities and Exchange Commission, consultation on
financial accounting and reporting matters, and meeting with the Audit
Committee of the Board of Directors. In addition, the auditors review
federal and state income tax returns and related forms.

Determining the Price of Shares

Securities traded on U.S. or foreign exchanges are valued at the last
quoted sales prices on such exchanges prior to the time when assets are
valued. Securities listed or traded on certain foreign exchanges whose
operations are similar to the U.S. over-the-counter market, other
securities that are not traded on a particular day and securities regularly
traded in the over-the-counter market are valued at the closing bid price.
A security which is listed or traded on more than one exchange is valued
at the quotations on the exchange determined to be the primary market for
such security by the Board of Directors.
<PAGE>
Debt securities are generally traded in the over-the-counter market
and are valued at a price deemed best to reflect fair value as quoted by
dealers who make markets in these securities or by an independent pricing
service. Debt securities with maturities of 60 days or less are valued at
amortized cost unless the Board of Directors determines that such cost is
not a fair value.

In the instances where the price of a security determined above is
deemed not to be representative, the security is valued in such a manner
as prescribed by the Board of Directors to reflect its fair value. The Board
of Directors will monitor the Fund's methods of valuation on an ongoing
basis.

Trading in securities on exchanges and over-the-counter markets in
Europe and the Far East is normally completed at various times prior to
4:00 p.m. New York time, the current closing time of the New York Stock
exchange (the "Exchange"). Trading on foreign exchanges may not take
place on every day the Exchange is open. Conversely, trading in various
foreign markets may take place on days when the Exchange is not open and
on other days when the Fund's net asset value is not calculated.
Consequently, the calculation of the net asset value for the Fund may not
occur contemporaneously with the determination of the most current
market prices of the securities included in such calculation. Events
affecting the values of portfolio securities that occur between the time
that their prices are determined and the close of the Exchange will not be
reflected in the Fund's calculation of net asset value unless the Board of
Directors deems that the particular event would materially affect net
asset value, in which case an adjustment will be made.

The Fund does not price its shares or accept orders for purchases or
redemptions on days when the New York Stock Exchange is closed. Such
days currently include New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The following discussion relates solely to U.S. Federal income taxes
on dividends and distributions by the Fund and assumes that the Fund
qualifies as a regulated investment company. Investors should consult
their own counsel for further details, including their entitlement to
credits or deductions for foreign tax that might be "passed through" to
them under the rules described below, and the application of state and
local tax laws to their particular situation.

Dividends and distributions of any realized short-term capital gains
are included in the income of U.S. shareholders as ordinary income and
distributions of net long-term capital gains are included in the income of
U.S. shareholders as long-term capital gains irrespective of the length of
time they have held their shares in the Fund. The dividends-received
deduction for corporate shareholders of the Fund may be applicable to a
portion of the Fund's distributions of net ordinary income. The amount of
distributions eligible for the dividends received deduction is limited to
the amount of dividends received by the Fund during the fiscal year from
United States corporations. A corporation's dividends-received deduction
will be disallowed in the case of any shares held by the corporation for 45
days or less. Furthermore, the dividends-received deduction will be
disallowed to the extent a corporation's investment in shares of the Fund
is financed with indebtedness. Capital gains distributions by the Fund are
not eligible for this deduction.

In view of the Fund's investment policies, it is expected that
dividends from United States corporations will, at most, be only a small
part of the Fund's gross income and that, accordingly, only a small part, if
any, of distributions by the Fund will be eligible for the
dividends-received deduction; however, this is largely dependent on the
Fund's investment activities and accordingly cannot be predicted with
certainty. The Fund will advise its shareholders annually as to the Federal
income tax status of distributions made during the year.

Currency Fluctuations. Under section 988 of the Internal Revenue
Code, any gain or loss attributable to fluctuations in exchange rates which
occurs between the time the Fund accrues interest or other receivables or
accrues expenses or other liabilities denominated in a foreign currency
and the time the Fund actually collects such receivables or pays such
liabilities, is treated as ordinary income or ordinary loss. Similarly,
gains or losses upon the disposition of (i) foreign currencies, (ii) debt
securities denominated in a foreign currency, (iii) over-the-counter
options with respect to a foreign currency, or (iv) forward contracts
denominated in a foreign currency (and from certain regulated futures
contracts and non-equity options if the Fund so elects) which are
attributable to fluctuations in the value of the foreign currency between
the date of acquisition of the asset and the date of disposition also are
treated as ordinary income or loss. These gains or losses increase or
decrease the amount of the Fund's taxable
<PAGE>
income available to be distributed to its shareholders as ordinary income,
rather than increasing or decreasing the amount of the Fund's net capital gain.
Because losses onforeign currency reduce the amount of net ordinary income
available for distribution in a taxable year, they may result in all or a
portion of prior dividends for such year being re-characterized as a
non-taxable return of capital to shareholders, rather than net ordinary income,
thereby reducing each shareholder's basis in Fund shares. To the extent that
such dividends exceed a shareholder's basis in his Fund shares, the excess will
be treated as a gain from the sale of such shares.

Options, Futures Contracts, and Forward Foreign Currency Contracts.
Certain listed options, forward foreign currency contracts and regulated
futures contracts are considered "section 1256 contracts" for Federal
income tax purposes. Section 1256 contracts held by the Fund at the end
of each taxable year will be "marked to market" and treated for Federal
income tax purposes as though they had been sold for their fair market
value on the last business day of such year. Gain or loss realized by the
Fund on forward foreign currency contracts will be treated as gain or loss
under section 988, as described above. In general, gain or loss realized by
the Fund on other types of section 1256 contracts will be considered 60%
long-term and 40% short-term capital gain or loss. The Fund can elect to
exempt its section 1256 contracts which are part of a "mixed straddle"
(as described below) from the application of section 1256. These results
could vary if the Fund makes one or more elections available under
sections 988 and 1256.

The Treasury Department has the authority to issue regulations that
would permit or require the Fund either to integrate a foreign currency
hedging transaction with the investment that is hedged and treat the two
as a single transaction, or otherwise to treat the hedging transaction in a
manner that is consistent with the hedged investment. Recently issued
regulations under this authority generally should not apply to the type of
hedging transactions in which the Fund intends to engage.

Gain or loss realized by the Fund upon the lapse or sale of put and
call equity options held by the Fund will be either long-term or
short-term capital gain or loss depending upon the Fund's holding period of
the options. Gain or loss realized upon the lapse or closing out of equity
options that are written by the Fund will be treated as short-term capital
gain or loss. In general, if the Fund exercises an option, or if an option
that the Fund has written is exercised, no gain or loss on the option will
be separately recognized and the premium received or paid by the Fund
will be included in the calculation of the basis of the property acquired
upon exercise or the gain or loss upon disposition of the property
underlying the option.

Gain or loss realized by the Fund on the lapse or sale of put and call
options on foreign currencies which are traded over-the-counter or on
certain foreign exchanges will be treated as gain or loss under section
988 and therefore will be characterized as ordinary income or loss and
will increase or decrease the amount of the Fund's income available to be
distributed to shareholders as ordinary income, as described above. In
general, if the Fund exercises an option on a foreign currency, or if an
option on a foreign currency that the Fund has written is exercised, gain
or loss on the option will be recognized in the same manner as if the Fund
had sold the option (or paid another person to assume the Fund's obligation
to make delivery under the option) on the date on which the option is
exercised, for the fair market value of the option.

Straddles. Any option, futures contract, or other position entered
into or held by the Fund in conjunction with any one or more other
positions held by the Fund may constitute a "straddle" for federal income
tax purposes. A straddle of which at least one, but not all, the positions
are section 1256 contracts may constitute a "mixed straddle." In general,
straddles are subject to certain rules that may affect the character and
timing of the Fund's gains and losses by requiring, among other things,
that (i) the loss realized on the disposition of one position of a straddle
not be recognized to the extent that the Fund has unrealized gains with
respect to one or more other positions in the straddle; (ii) the Fund's
holding period in straddle positions be suspended while the straddle
exists (possibly resulting in gain being treated as short-term capital gain
rather than long-term capital gain); (iii) losses recognized with respect
to certain straddle positions which are part of a mixed straddle and which
are not section 1256 contracts be treated as 60% long-term and 40%
short-term capital loss; (iv) losses recognized with respect to certain
straddle positions which would otherwise constitute short-term capital
losses be treated as long-term capital losses; and (v) the deduction of
interest and carrying charges attributable to certain straddle positions be
deferred. Various elections are available to the Fund which may mitigate
the effects of the straddle rules, particularly with respect to mixed
straddles.

Passive Foreign Investment Companies. Any foreign investment
company in which the Fund invests may be treated as a "passive foreign
investment company" ("PFIC") under the Code. In general a foreign
corporation is a PFIC if either 75% or more of its gross income is passive
income or 50% or more of the average value of its assets produce, or are
held for the production of, passive income. If the Fund acquires and holds
stock in
<PAGE>
a PFIC beyond the end of the year of its acquisition, the Fund will
be subject to Federal income tax and an interest charge on a portion of any
"excess distribution" received on that stock or of any gain from the
disposition of that stock (collectively "PFIC Income"), even if the Fund
distributes all of the PFIC Income as a taxable dividend to its
shareholders. The balance of the PFIC Income will be included in the
Fund's taxable income and, accordingly, will not be taxable to it to the
extent that such income is distributed to its shareholders. Proposed
regulations provide that the Fund may make a mark-to-market election
with respect to any stock of a PFIC that it holds. If the election is in
effect, at the end of each taxable year of the Fund any gain that results
from this mark-to-market election will be treated as ordinary income to
the Fund for that year and will increase its basis in the PFIC stock. Any
loss that results from this election will not be recognized and no basis
adjustment will be made.

Alternatively, the Fund may elect to treat any PFIC in which it
invests as a "qualified electing fund," in which case, in lieu of the
potential PFIC tax liability and interest obligation, the Fund will be
required to include in income each year its pro rata share of the qualified
electing fund's annual ordinary earnings and net capital gain, even if they
are not distributed to the Fund, and those amounts then would be subject
to the distribution requirements applicable to the Fund. This election
would require the Fund to obtain certain financial information from the
PFIC. It may be very difficult, if not impossible, to obtain this
information and, accordingly, it is unlikely that the Fund would make this
election.

Foreign Income Taxes. Income received by the Fund from sources
within foreign countries may be subject to withholding and other taxes
imposed at the source. The United States has entered into tax treaties
with many foreign countries which may reduce or eliminate these taxes.
It is impossible to determine in advance the effective rate of foreign tax
to which the Fund will be subject, since the amount of the Fund's assets to
be invested in foreign countries will vary.

If the Fund is liable for foreign income taxes and if more than 50%
of the value of the Fund's total assets at the close of its taxable year
consists of the stock or securities of foreign corporations, the Fund may
elect to "pass through" to the Fund's shareholders the amount of foreign
income taxes paid by the Fund. Pursuant to such election, shareholders
would be required to (i) include in gross income their pro-rata shares of
foreign taxes paid by the Fund and (ii) treat their pro-rata share of these
taxes as paid by them. Shareholders would then be permitted to either
deduct their pro-rata share of foreign taxes in computing their taxable
income or use it as a foreign tax credit against Federal income taxes. No
deduction for foreign taxes could be claimed by a shareholder who does
not itemize deductions, and the amount of foreign taxes for which any
shareholder may claim a credit in any year may be subject to limitations
under the Code. Shareholders who are not liable for Federal income taxes,
such as retirement plans qualified under Section 401 of the Code, will not
be affected by any "pass through" of foreign tax payments.

The Fund intends to meet, for each fiscal year, the requirements of
the Code to "pass through" to its shareholders foreign income taxes paid,
but there can be no assurance that the Fund will be able to do so or will
elect to do so. Each shareholder will be notified within 60 days after the
close of each taxable year of the Fund whether the foreign taxes paid by
the Fund will "pass through" for that year, and, if so, the amount of each
shareholder's pro-rata share (by country) of the foreign taxes paid by the
Fund and the dividend paid by the Fund which represents income derived
from foreign sources.

Taxation of Foreign Shareholders. The foregoing discussion relates
only to U.S. Federal income tax law as it affects shareholders who are U.S.
citizens or residents or U.S. corporations. The effects of Federal income
tax law on shareholders who are non-resident aliens or foreign
corporations may be substantially different. Foreign investors should
consult their counsel for further information as to the particular U.S. tax
consequences to them of an investment in the Fund.

PERFORMANCE DATA

The average annual total return (as defined below) with respect to
the Fund's Class A and B shares for the period indicated below is as
follows:
<TABLE>
<S> <C>
Class A

Seven Months ended August 31, 1995.......................... 12.00%

Class B

Seven Months ended August 31, 1995.......................... 13.10%
</TABLE>
<PAGE>
Average annual total return measures both the net investment
income generated by, and the effect of any realized or unrealized
appreciation or depreciation of, the underlying investments in the Fund's
portfolio. Average annual total return is calculated separately for each
class in accordance with the standardized method prescribed by the
Securities and Exchange Commission by determining the average annual
compounded rates of return over the periods indicated, that would equate
the initial amount invested to the ending redeemable value, according to
the following formula:

P(1+T)^n = ERV

Where: P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value at the end of the
period of a hypothetical $1,000 payment
made at the beginning of such period

This calculation (i) assumes all dividends and distributions are reinvested
at net asset value on the appropriate reinvestment dates and (ii) deducts
(a) the maximum front-end or applicable contingent deferred sales charge
from the hypothetical initial $1,000 investment or (b) all recurring fees,
such as advisory fees, charged as expenses to all shareholder accounts.

Total return is the cumulative rate of investment growth which
assumes that income dividends and capital gains are reinvested. It is
determined by assuming a hypothetical investment at the net asset value
at the beginning of the period, adding in the reinvestment of all income
dividends and capital gains, calculating the ending value of the investment
at the net asset value as of the end of the specified time period,
subtracting the amount of the original investment and dividing this result
by the original investment. This calculated amount is then expressed as a
percentage by multiplying by 100.

The total return (as defined above) for the Fund's Class A and B
shares for the period indicated below is as follows:
<TABLE>
<S> <C>
Class A

Seven Months ended August 31, 1995........................ 12.00%

Class B

Seven Months ended August 31, 1995........................ 13.10%
</TABLE>
In advertising and sales literature, the Fund's performance may be
compared with those of market indices and other mutual funds.
Advertisements quoting performance rankings or ratings of the Fund as
measured by financial publications or by independent organizations such
as Lipper Analytical Services, Inc., and Morningstar, Inc. and
advertisements presenting the historical performance of the Fund may
also from time to time be sent to investors or placed in newspapers and
magazines such as The New York Times, The Wall Street Journal, Barrons,
Investor's Daily, Money Magazine, Changing Times, Business Week and
Forbes or other media on behalf of the Fund.

In reports or other communications to shareholders and in
advertising material, the Fund may also include evaluations of the Fund
published by nationally recognized ranking services and by financial
publications that are nationally recognized, such as Business Week,
Forbes, Kiplinger's, Institutional Investor and Money Magazine. Any given
performance comparison should not be considered representative of the
Fund's performance for any future period.

REDUCTION OF CLASS A SALES CHARGES

There are a number of ways to reduce the sales charge imposed on
the purchase of the Fund's Class A shares, as described below. These
reductions are based upon the fact that there is less sales effort and
expense involved in respect to purchases by affiliated persons and
purchases made in large quantities.

<PAGE>
Family or Group Purchases

Certain purchases made by or for more than one person may be
considered to constitute a single purchase, including (i) purchases for
family members, including spouses and children under 21, (ii) purchases
by trust or other fiduciary accounts and purchases by Individual
Retirement Accounts for employees of a single employer, (iii) purchases
made by an organized group of persons, whether incorporated or not, if the
group has a purpose other than buying shares of mutual funds. For further
information on group purchase reductions, contact the Adviser or your
dealer.

Statements of Intention

Another way to reduce the sales charge is by signing a Statement of
Intention. A Statement is included in the Application Form. Please read it
carefully before completing it.

If you enter into a Statement of Intention you (or any "single
purchaser") may state that you intend to invest at least $100,000 in the
Fund's Class A shares over a 13-month period. The amount you say you
intend to invest may include Class A shares which you already own, valued
at the offering price, at the end of the period covered by the Statement. A
Statement may be backdated up to 90 days to include purchases made
during that period, but the total period covered by the Statement may not
exceed 13 months.

Shares having a value of 5% of the amount you state you intend to
invest will be held "in escrow" to make sure that any additional sales
charges are paid. If any of the Fund's shares are in escrow pursuant to a
Statement and such shares are exchanged for shares of another Davis Fund,
the escrow will continue with respect to the acquired shares.

No additional sales charge will be payable if you invest the amount
you have indicated. Each purchase under a Statement will be made as if
you were buying at one time the total amount indicated. For example, if
you indicate that you intend to invest $100,000, you will pay a sales
charge of 3-1/2% on each purchase.

If you buy additional shares during the period to qualify for an even
lower sales charge, you will be charged such lower charge. For example,
if you indicate that you intend to invest $100,000 and actually invest
$250,000, you will, by retroactive adjustment, pay a sales charge of
2-1/2%.

If during the 13-month period you invest less than the amount you
have indicated, you will pay an additional sales charge. For example, if
you state that you intend to invest $250,000 and actually invest only
$100,000, you will, by retroactive adjustment, pay a sales charge of
3-1/2%. The sales charge you actually pay will be the same as if you had
purchased the shares in a single purchase.

A Statement does not bind you to buy, nor does it bind the Adviser to
sell, the shares covered by the Statement.

Rights of Accumulation

Another way to reduce the sales charge is under a right of
accumulation. This means that the larger purchase entitled to a lower
sales charge need not be in dollars invested at one time. The larger
purchases that you (or any "single purchaser") make at any one time can be
determined by adding to the amount of a current purchase the value of the
Fund's Class A shares (at offering price) already owned by you.

For example, if you owned $100,000 worth (at offering price) of the
Fund's Class A shares and invest $5,000 in additional shares, the sales
charge on that $5,000 investment would be 3-1/2%, not 4-3/4%.

If you claim this right of accumulation, you or your dealer must so
notify the Adviser (or State Street, if the investment is mailed to State
Street) when the purchase is made. Enough information must be given to
verify that you are entitled to such right.

Combined Purchases with other Davis Funds

Your ownership or purchase of Class A shares of other Funds advised
and distributed by the Adviser, including Davis New York Venture Fund,
Inc., Davis High Income Fund, Inc., Davis Tax-Free High Income Fund,
<PAGE>
Inc., and Davis Series, Inc. (collectively with the Fund, the "Davis Funds")
may also reduce your sales charges in connection with the purchase of the
Fund's Class A shares. This applies to all three situations for reduction of
sales charges discussed above.

If a "single purchaser" decides to buy the Fund's Class A shares as
well as Class A shares of any of the other Davis Funds (other than shares
of Davis Government Money Market Fund) at the same time, these
purchases will be considered a single purchase for the purpose of
calculating the sales charge. For example, a single purchaser can invest at
the same time $100,000 in the Fund's Class A shares and $150,000 in the
Class A shares of Davis High Income Fund, Inc. and pay a sales charge of
2-1/2%, not 3-1/2%.

Similarly, a Statement of Intention for the Fund's Class A shares and
for the Class A shares of the other Davis Funds (other than Davis
Government Money Market Fund) may be aggregated. In this connection, the
Fund's Class A shares and the Class A shares of the other Davis Funds
which you already own, valued at the current offering price at the end of
the period covered by your Statement of Intention, may be included in the
amount you have stated you intend to invest pursuant to your Statement.

Lastly, the right of accumulation applies also to the Class A shares
of the other Davis Funds (other than Davis Government Money Market Fund)
which you own. Thus, the amount of current purchases of the Fund's Class
A shares which you make may be added to the value of the Class A shares
of the other Davis Funds (valued at their current offering price) already
owned by you in determining the applicable sales charge. For example, if
you owned $100,000 worth of shares of Davis High Income Fund, Inc. and
Davis Series, Inc. Davis Financial Value Fund (formerly, Financial Value
Fund) and Davis Convertible Securities Fund (formerly, Convertible
Securities Fund), (valued at the applicable current offering price) and
invest $5,000 in the Fund's shares, the sales charge on your investment
would be 3-1/2%, not 4-3/4%.

In all the above instances where you wish to claim this right of
combining the Fund's shares with shares you own of the other Davis Funds
you or your dealer must notify the Adviser (or State Street, if the
investment is mailed to State Street) of the pertinent facts. Enough
information must be given to permit verification as to whether you are
entitled to a reduction in sales charges.

Issuance of Shares at Net Asset Value

There are many situations where the sales charge will not apply to
the purchase of Class A shares, as discussed in the Prospectus. In
addition, the Fund occasionally may be provided with an opportunity to
purchase substantially all the assets of a public or private investment
company or to merge another such company into the Fund. This offers the
Fund the opportunity to obtain significant assets. No dealer concession is
involved. It is industry practice to effect such transactions at net asset
value as it would adversely affect the Fund's ability to do such
transactions if the Fund had to impose a sales charge.

DISTRIBUTION OF FUND SHARES

The Adviser acts as principal underwriter of the Fund's shares on a
continuing basis pursuant to a Distributing Agreement. Pursuant to such
Distributing Agreement, the Adviser, in its capacity as distributor, pays
for all expenses in connection with the preparation, printing and
distribution of advertising and sales literature for use in offering the
Fund's shares to the public, including reports to shareholders to the extent
they are used as sales literature. The Adviser also pays for prospectuses
in excess of those which the Fund must file with the Securities and
Exchange Commission or those forwarded to existing shareholders. The
continuance and assignment provisions of the Distributing Agreement are
the same as those of the Advisory Agreements.

In addition, the Fund has adopted distribution plans with respect to
each class of its shares pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Distribution Plans"). Payments under the Class
A Distribution Plan are limited to an annual rate of 0.25% of the average
daily net asset value of the Class A shares. Payments under the Class B
Distribution Plan are limited to an annual rate of 1.00% of the average
daily net asset value of the Class B shares.

To the extent that any investment advisory fees paid by the Company
may be deemed to be indirectly financing any activity which is primarily
intended to result in the sale of shares of the Company within the meaning
of Rule 12b-1, the payments of such fees are authorized under this Plan.
<PAGE>
The Distribution Plans continue annually so long as they are
approved in the manner provided by Rule 12b-1 or unless earlier
terminated by vote of the majority of the Fund's Independent Directors or
a majority of the Fund's outstanding shares. The Adviser is required to
furnish quarterly written reports to the Board of Directors detailing the
amounts expended under the Distribution Plans. The Distribution Plans
may be amended provided that all such amendments comply with the
applicable requirements then in effect under Rule 12b-1. Presently, Rule
12b-1 requires, among other procedures, that it be continued only if a
majority of the Independent Directors approve continuation at least
annually and that amendments materially increasing the amount to be
spent for distribution be approved by the Independent Directors and the
shareholders. As long as the Distribution Plans are in effect, the Fund
must commit the selection and nomination of candidates for new
Independent Directors to the sole discretion of the existing Independent
Directors.

During the seven months ended August 31, 1995, the Adviser
received $5,470 under the Class A Distribution Plan, all of which was paid
to dealers and sales personnel. During such period, the Adviser received
$65,264 under the Class B Distribution Plan, of which $65,201 was
reallowed to qualified selling dealers.

APPENDIX A
QUALITY RATINGS OF DEBT SECURITIES

Moody's Investors Service, Inc. Corporate Bond Ratings

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged". Interest payments are protected by a large or
an exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are unlikely to impair the fundamentally strong position of
such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long term risks appear
somewhat greater than Aaa securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e. they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any longer period of time
may be small.

Caa - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect
to principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
<PAGE>
Standard & Poor's Corporation Corporate Bond Ratings

AAA - Debt rated 'AAA' has the highest rating assigned by Standard
and Poor's. Capacity to pay interest and repay principal is extremely
strong.

AA - Debt rated 'AA' has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in small
degree.

A - Debt rated 'A' has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher
rated categories.

BBB - Debt rated 'BBB' is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.

BB - Debt rated 'BB' has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties
or exposure to adverse business, financial, or economic conditions which
could lead to inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.

B - Debt rated 'B' has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied BB or BB- rating.

CCC - Debt rated 'CCC' has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
'CCC' rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied 'B' or 'B_' rating.

CC - The rating 'CC' is typically applied to debt subordinated to
senior debt that is assigned an actual or implied 'CCC' rating.

C - The rating 'C' is typically applied to debt subordinated to senior
debt which is assigned an actual or implied 'CCC_' debt rating. The 'C'
rating may be used to cover a situation where a bankruptcy petition has
been filed, but debt service payments are continued.

CI - The rating 'CI' is reserved for income bonds on which no interest
is being paid.

D - Debt rated 'D' is in payment default. The 'D' rating category is
used when interest payments or principal payments are not made on the
date due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The 'D'
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholder and Directors of
Venture Series, Inc. - International Total Return Fund
Santa Fe, New Mexico

We have audited the accompanying statement of assets and
liabilities of the International Total Return Fund, a series of shares of
Venture Series, Inc., as of November 7, 1994. This financial statement is
the responsibility of the Fund's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement of
assets and liabilities is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of assets and liabilities. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit of the
statement of assets and liabilities provides a reasonable basis for our
opinion.

In our opinion, the statement of assets and liabilities referred to
above presents fairly, in all material respects, the financial position of
the International Total Return Fund as of November 7, 1994, in conformity
with generally accepted accounting principles.

Philadelphia, Pennsylvania
November 7, 1994
(Except for Note 2, as to which the date is December 12, 1994.)
<PAGE>
Venture Series, Inc.
International Total Return Fund

STATEMENT OF ASSETS AND LIABILITIES

November 7, 1994

<TABLE>
<S> <C>
ASSETS
Cash............................................................. $ 100,000

LIABILITIES........................................................ -
---------

NET ASSETS
(500 million shares with par value of $.001 authorized).......... $ 100,000
---------
---------
NET ASSET VALUE
Class A -
Shares outstanding............................................. 9,900
---------
---------
Net asset value and redemption price per share................. $ 10.00
---------
---------
Offering price per share (100/95.25 of $10.00)<F1>............. $10.50
---------
---------
Class B -
Shares outstanding............................................. 100
---
---
Net asset value, offering price and redemption price per share.. $10.00
---------
---------
<FN>
<F1>On investments of $100,000 or more the offering price is reduced.
</FN>
</TABLE>

See notes to financial statement
<PAGE>
Venture Series, Inc.
International Total Return Fund

NOTES TO STATEMENT OF ASSETS AND LIABILITIES

November 7, 1994

NOTE 1

Venture Series, Inc. - International Total Return Fund
(the "Fund") was incorporated in Maryland on October 31, 1994. The Fund
operates as a non-diversified, open-end, management investment company,
registered under the Investment Company Act of 1940, as amended (the
"1940 Act") and consists of two classes of Shares, Class A and Class B.
The Fund's Board of Directors may, in the future, authorize the issuance of
additional classes of capital stock representing Shares in the same or
additional investment portfolios. The Fund has had no operations other
than those relating to organizational matters and the issuance of 9,900
Class A and 100 Class B Common Shares to Selected/Venture Advisers,
L.P. ("SVA") . Class A shares are sold with a front-end sales charge.
Class B shares may be subject to a contingent deferred sales charge. Both
classes have identical rights with respect to voting (exclusive of each
Class' distribution arrangement), dividends, and liquidation except that
Class B shares bear higher expenses relating to the deferred sales charge
arrangement.

The Fund intends to comply with the requirements
of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to
shareholders. Therefore, no provision for federal income tax will be
required.

Certain officers and/or directors of the Fund are officers
and/or directors of Selected/Venture Advisers, L.P., the Fund's investment
adviser.

NOTE 2

The Board of Directors approved, subject to shareholder
approval, an investment advisory agreement (the "Investment Advisory
Agreement") with Selected/Venture Advisers, L.P., a Colorado limited
partnership (the "Adviser"). The Investment Advisory Agreement provides
for the Fund to pay the Adviser an investment advisory fee calculated and
accrued daily and paid monthly at the annual rate of 1.00% of the first
$250 million, 0.90% on the next $250 million and 0.80% in excess of $500
million of the Fund's average daily net assets. The Adviser will provide
portfolio management and certain administrative, clerical and
bookkeeping services for the Fund.

The Board of Directors approved, subject to shareholder
approval, a distribution plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940. The plan regulates the manner in which a regulated
investment company may assume costs of distributing and promoting the
sale of its shares.

Class A shares are sold at net asset value plus a sales
charge and are redeemed at net asset value (without a contingent deferred
sales charge).

Class B shares are sold to investors at net asset value.
Under the Rule 12b-1 plan, no more than .3125% per quarter of the average
net assets of the Fund attributable to Class B shares, (approximately
1.25% per annum) may be paid to the Distributor. The Fund will comply
with a rule implemented by the National Association of Securities
Dealers, Inc., ("NASD"). The rule changes the annual limit to 1% of the
Fund's annual average net assets, of which 0.75% may be used to pay
distribution expenses and 0.25% may be used to pay shareholder service
fees. The NASD rule also limits the aggregate amount the
<PAGE>
Venture Series, Inc.
International Total Return Fund

NOTES TO STATEMENT OF ASSETS AND LIABILITIES
(Continued)

November 7, 1994

NOTE 2 - Continued

Funds may pay for distribution to 6.25% of gross Fund sales
since inception of the Rule 12b-1 plans plus interest at 1% over the prime
rate on unpaid amounts. The Fund will pay the Distributor a 4% commission
on the proceeds from the sale of Fund shares and reallows 4% to the
qualified dealer responsible for the sale of the shares. The Distributor
intends to seek full payment (plus interest at prime plus 1%) of
distribution charges that exceed the new 1% annual limit in some future
period or periods when the plan limits have not been reached. A
contingent deferred sales charge is imposed upon redemption of certain
shares of the Funds within six calendar years of the original purchase. The
charge is a declining percentage starting at 4% of the lesser of net asset
value of the shares redeemed or the total cost of such shares.

The Distributor is reimbursed for amounts paid to
dealers as a maintenance fee with respect to shares sold by dealers and
remaining outstanding during the period. The maintenance fee is paid at
the annual rate of 1/4 of 1% of the average net assets maintained by the
responsible dealers. The Distributor is not reimbursed for accounts in
which the Distributor pays no service fees to other firms.
<PAGE>
<TABLE>
Venture Series, Inc.
International Total Return Fund
Schedule of Investments
At August 31, 1995 (unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<CAPTION>
COMMON STOCKS - (79.17%)

Value
Shares (Note 1)
- ------ ------
<S> <C> <C>
BANKS - (19.89%)
200,000 DCB Holdings BHD - Malaysia........................................................................ $ 593,186
200,000 Dao Heng Bank Group Ltd. - Hong Kong............................................................... 638,160
1,000,000 Dharmala Sakti Sejahtera - Indonesia............................................................... 485,330
150,000 Krung Thai Bank PLC - Thailand..................................................................... 575,042
100,000 Standard Chartered Banking PLC - United Kingdom.................................................... 675,151
-----------
2,966,869
CHEMICALS - (2.36%) -----------
150,000 National Petrochemical Co. - Thailand............................................................. 351,580
Consumer Products & MERCHANDISE _ (6.06%) -----------
35,000 Unilever - Indonesia............................................................................... 532,760
3,000 Unilever N.V. - New York Shares - Netherlands...................................................... 370,875
-----------
903,635
DIVERSIFIED - (10.58%) -----------
500 BBC Brown Boveri Ltd., Bearer Shares - Switzerland................................................. 527,386
200,000 Citic Pacific Ltd. - Hong Kong..................................................................... 569,694
500,000 Hutchison Whampoa Ltd. - Hong Kong................................................................. 481,850
-----------
1,578,930
ELECTRICAL EQUIPMENT - (4.70%) -----------
12,000 L.G. Electronics Inc. - Korea (South).............................................................. 370,926
100,000 Leader Universal Holdings - Malaysia............................................................... 330,661
-----------
701,587
HOTELS & LODGING - (2.17%) -----------
357,182 Mandarin Oriental International Ltd. - Hong Kong.................................................. 323.250
PHARMACEUTICALS - (4.84%) -----------
1,000 Sandoz Ltd. - Switzerland.......................................................................... 721,162
REAL ESTATE - (8.73%) -----------
1,200,000 C & P Homes Inc. - Philippines..................................................................... 740,741
1,500,000 Filinvest Land Inc. - Philippines.................................................................. 561,344
-----------
1,302,085
TELECOMMUNICATIONS - (11.57%) -----------
100,000 Cable & Wireless PLC - United Kingdom.............................................................. 651,870
70,000 Jasmine International - Thailand................................................................... 408,787
200,000 Shinawatra Satelite - Thailand..................................................................... 395,280
20,000 United Telecommunications Industry - Thailand...................................................... 270,141
-----------
1,726,078
-----------
<PAGE>
Venture Series, Inc.
International Total Return Fund
Schedule of Investments
At August 31, 1995 (unaudited)
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------

COMMON STOCKS - Continued
Value
Shares/Principal (Note 1)
- ---------------- ------
UTILITIES - (5.94%)
2,000,000 Aboitiz Equity Ventures Inc. - Philippines......................................................... $ 393,518
14,000 Korea Electric Power Corp., Sponsored ADR - Korea (South).......................................... 492,500
-----------
886,018
OTHER - (2.33%) -----------
50,000 Jurong Shipyard - Singapore........................................................................ 348,297
-----------

TOTAL COMMON STOCKS (identified cost $11,672,368)............................................. 11,809,491
-----------
CONVERTIBLE BONDS - (11.04%)

$ 500,000 Ayala International Finance, Conv. Bds., 3.00%, 06/08/00 - United Kingdom.......................... 560,000
1,500,000 Filinvest Land Inc. (Cayman Islands), Gtd. Conv. Bds., 3.75%, 02/25/04............................. 575,000
500,000 Metrobank, Conv. Bds., 2.75%, 09/10/00 - Philippines............................................... 511,250
-----------
TOTAL CONVERTIBLE BONDS (identified cost $1,432,313).......................................... 1,646,250
-----------

SHORT-TERM INVESTMENTS - (6.73%)
1,005,000 Federal National Mortgage Corporation, Discount Note, 5.64%, 09/05/95
(identified cost $1,004,370)...................................................................... 1,004,370
-----------

TOTAL INVESTMENTS (identified cost $14,109,051)-(96.94%)<F1>................................... 14,460,111
Other assets less liabilities - (3.06%)...................................................... 457,031
-----------
NET ASSETS - 100%............................................................................ $14,917,142
-----------
<FN> -----------
<F1>Aggregate cost for Federal income tax purposes is $14,109,051.
</FN>
</TABLE>

At August 31, 1995, unrealized appreciation (depreciation) of securities
for Federal income tax purposes was as follows:

<TABLE>
<S> <C>
Unrealized appreciation.................................................................................. $ 988,622
Unrealized depreciation.................................................................................. ( 637,562)
-----------
Net unrealized appreciation......................................................................... $ 351,060
-----------
-----------
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
VENTURE SERIES, INC.
STATEMENT OF ASSETS AND LIABILITIES - At August 31, 1995 (Unaudited)
INTERNATIONAL TOTAL RETURN FUND
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments in securities, at value (identified cost _ $14,109,051) (Note 1)................................... $14,460,111
Cash........................................................................................................... 989,866
Receivables:
Dividends and interest.................................................................................... 37,536
Capital stock sold........................................................................................ 53,932
Investments sold.......................................................................................... 666,804
Due from advisor............................................................................................... 77,961
-----------
Total assets.............................................................................................. 16,286,210
-----------
LIABILITIES:
Payable for investments purchased.............................................................................. 1,364,198
Accrued expenses............................................................................................... 4,870
-----------
Total liabilities......................................................................................... 1,369,068
-----------
NET ASSETS.......................................................................................................... $14,917,142
-----------
-----------
Class A Shares
Net assets................................................................................................ $13,147,323
Shares outstanding........................................................................................ 1,117,750

Net asset value and redemption price per share (net assets/shares outstanding)............................ $11.76
------
------
Maximum offering price per share (100/95.25 of $11.76).................................................... $12.35
------
------
Class B Shares
Net assets................................................................................................ $ 1,769,819
Shares outstanding........................................................................................ 151,122

Net asset value, offering and redemption price per share (net assets/shares outstanding).................. $11.71
------
------
Net assets consist of:
Undistributed net investment income............................................................................ $ 55,012
Unrealized appreciation on investments and translation of assets and liabilities in
foreign currencies........................................................................................... 351,060
Accumulated net realized gains from investments and foreign currency transactions.............................. 976,522
Paid-in capital................................................................................................ 13,534,548
-----------
Net assets................................................................................................ $14,917,142
-----------
-----------
</TABLE>

See Notes to Financial Statements.
<PAGE>
<TABLE>
VENTURE SERIES, INC.
STATEMENT OF OPERATIONS - For the seven months ended August 31, 1995 (Unaudited)
INTERNATIONAL TOTAL RETURN FUND
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income:
Income:
Dividends.................................................................................................... $ 92,572
Interest..................................................................................................... 59,883
-----------
$ 152,455
-----------
-----------
Expenses:
Management fees (Note 3).......................................................... $ 55,364
Custodian fees.................................................................... 37,128
Transfer agent fees............................................................... 7,866
Audit fees........................................................................ 2,975
Legal fees........................................................................ 13,341
Accounting fees (Note 3).......................................................... 4,669
Reports to shareholders........................................................... 4,698
Directors fees and expenses....................................................... 17,583
Registration and filing fees...................................................... 19,761
Miscellaneous..................................................................... 4,071
Distribution plan payments (Note 3)
Class A......................................................................... 4,375
Class B......................................................................... 3,573
---------
Total expenses............................................................................................. 175,404
Reimbursement of expenses by adviser (Note 3).................................................................. ( 77,961)
------------
Net expenses............................................................................................... 97,443
------------
Net investment income.................................................................................... 55,012
------------

Realized and Unrealized Gain (Loss) on Investments and Foreign Currency:

Net realized gain (loss) from:
Investment transactions....................................................................................... 1,006,863
Foreign currency transactions................................................................................. ( 30,341)
Net increase in unrealized appreciation on:
Investments................................................................................................... 351,060
Translation of assets and liabilities in foreign currencies................................................... -
------------
Net realized and unrealized gain on investments and foreign currency........................................ 1,327,582
------------
Net increase in net assets resulting from operations...................................................... $ 1,382,594
------------
------------
</TABLE>

See Notes to Financial Statements.
<PAGE>
<TABLE>
VENTURE SERIES, INC.
STATEMENT OF CHANGES IN NET ASSETS
INTERNATIONAL TOTAL RETURN FUND
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
<CAPTION>
Seven
Months Ended
August 31,
1995
(Unaudited)
-----------
<S> <C>
OPERATIONS:
Net investment income................................................................ $ 55,012
Net realized gain from investments and foreign currency transactions................. 976,522
Increase in unrealized appreciation on investments and translation
of assets and liabilities in foreign currencies.................................... 351,060
-----------
Net increase in net assets resulting from operations............................... 1,382,594

CAPITAL SHARE TRANSACTIONS (NOTE 5)....................................................... 13,534,548
-----------
Total increase in net assets....................................................... 14,917,142

NET ASSETS:

Beginning of period.................................................................. -
-----------
End of period........................................................................ $14,917,142
-----------
-----------
</TABLE>

See Notes to Financial Statements.
<PAGE>
VENTURE SERIES, INC.
NOTES TO FINANCIAL STATEMENTS
August 31, 1995 (Unaudited)
- -------------------------------------------------------------------
- -------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund is registered under the Investment Company Act of 1940,
as amended, as a diversified, open-end management investment company.
The Fund offers shares in two classes, Class A and Class B. The Class A
shares are sold with a front-end sales charge and the Class B shares are
sold at net asset value and may be subject to a contingent deferred sales
charge upon redemption. Both classes have identical rights with respect
to voting (exclusive of each Class's distribution arrangement), liquidation
and distributions. The following is a summary of significant accounting
policies followed by the Fund in the preparation of its financial
statements.

Security Valuation - Portfolio securities are normally valued using
current market valuations: either the last reported sales price, or in the
case of securities for which there is no reported last sale, the closing bid
price. Debt securities maturing in 60 days or less are usually valued at
amortized cost and longer term debt securities may be valued by an
independent pricing service. Securities for which market quotations are
not readily available and other assets are appraised at fair value as
determined in good faith in accordance with methods that are authorized
by the Board of Directors. Because of the difference in times of closing of
markets in which the Fund's securities are traded, events affecting
portfolio values that occur between the time their prices are determined
and the time the Fund's shares are priced will generally not be reflected
in the Fund's share price. Investments in short-term securities (maturing
in sixty days or less) are valued at amortized cost unless the Board of
Directors determines that such cost is not a fair value.

Foreign Currency - Amounts denominated in or expected to settle in
foreign currencies (FC) are translated into United States dollars (US$) at
rates computed by State Street Bank & Trust Company. Market value of
investment securities, other assets and liabilities are valued at the
closing rate of exchange at the balance sheet date. Purchases and sales of
investment securities, income and expenses are valued at the rate of
exchange prevailing on the respective dates of such transactions (or at an
average rate if significant rate fluctuations have not occurred). The Fund
does not isolate that portion of the results of operations resulting from
changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

Reported net realized foreign exchange gains or losses arise from
sales and maturities of short-term securities, sales of FCs, currency
gains or losses realized between the trade and settlement dates on
securities transactions, the difference between the amounts of dividends,
interest, and foreign withholding taxes recorded on the Fund's books, and
the U.S. dollar equivalent of the amounts actually received or paid. Net
unrealized foreign exchange gains and losses arise from changes in the
value of assets and liabilities other than investments in securities at
fiscal year end, resulting from changes in the exchange rate.

Forward Currency Contracts - The Company may enter into forward
purchases or sales of foreign currencies to hedge certain foreign currency
denominated assets and liabilities against declines in market value
relative to the U.S. dollar. Forward currency contracts are
marked-to-market daily and the change in market value is recorded by
realized gain or loss equal to the difference between the value of the
forward currency contract at the time it was opened and value at the time
it was closed. Investments in forward currency contracts may expose the
company to risks resulting from unanticipated movements in foreign
currency exchange rates or failure of the counterparty to the agreement to
perform in accordance with the terms of the contract.

Federal Income Taxes - It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its taxable
income to shareholders. Therefore, no provision for federal income tax is
required.
<PAGE>
VENTURE SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
August 31, 1995 (Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Securities Transactions and Related Investment Income - Securities
transactions are accounted for on the trade date (date the order to buy or
sell is executed) with gain or loss on the sale of securities being
determined based upon identified cost. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis.

Dividends and Distributions to Shareholders - Dividends and distributions
to shareholders are recorded on the ex-dividend date.

NOTE 2 - PURCHASES AND SALES OF SECURITIES

Purchases and sales of investment securities (excluding short-term
securities) during the seven months ended August 31, 1995, were
$18,379,709 and $6,314,758, respectively.

NOTE 3 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Advisory fees are paid monthly to the investment adviser at the
annual rate of 1.00% of the first $250 million, 0.90% on the next $250
million, and 0.80% in excess of $500 million. Pursuant to applicable state
Blue Sky requirements, the adviser will reimburse expenses (including
the advisory fee but excluding interest, taxes, brokerage fees and
maintenance fees paid under any Rule 12b-1 Distribution Plan) in excess
of the most restrictive applicable expense limitation prescribed by any
statute or regulatory authority of any jurisdiction in which the Fund's
shares are qualified for offer and sale. The Adviser believes that the
most restrictive expense limitations presently applicable are 2 1/2% for
the first $30 million of average net assets, 2% for the next $70 million of
average net assets and 1 1/2% for any additional average net assets. The
Adviser is paid for registering Fund shares for sale in various states. The
fee for the seven months ended August 31, 1995 amounted to $7,000. The
Adviser is paid for certain transfer agent services. The fee for the seven
months ended August 31, 1995 amounted to $995. The Adviser is also paid
for certain accounting services. The fee amounted to $4,669 for the seven
months ended August 31, 1995. Two directors and the officers of the Fund
are also directors and officers of the general partner of the Adviser.

Atlantic Advisers Limited (the "Sub-Adviser") acts as the
Sub-Adviser of the Fund. The Sub-Adviser manages the day-to-day
investment operations for the Fund. The Fund pays no fees directly to the
Sub-Adviser. The Sub-Adviser receives from the Adviser 50% of the total
annual investment advisory fees paid by the Fund to the Adviser. The
Sub-Adviser's principal office is located at Charendon House, 2 Church
Street, Hamilton, HM 11, Bermuda.

Edouard F. Iselin, in addition to being the President and controlling
shareholder of the Sub-Adviser, serves as the Fund's portfolio manager.
Mr. Iselin is also associated with E.F. Iselin, S.A., an investment advisory
firm based in Geneva, Switzerland which specializes in investments in
foreign securities and provides investment advisory services to various
individual and institutional clients. Mr. Iselin was the Managing Director
of E.F. Iselin, S.A. from 1979 to 1991 and has been the firm's Chairman and
Chief Executive Officer since 1991.
<PAGE>
VENTURE SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
August 31, 1995 (Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES

CLASS A SHARES

Class A shares of the Fund are sold at net asset value plus a sales
charge and are redeemed at net asset value (without a contingent deferred
sales charge).

During the seven months ended August 31, 1995, the Fund's
Underwriter, Selected/Venture Advisers, L.P., received $5,470 from
commissions earned on sales of Class A shares of the Fund, all of which
was reallowed to investment dealers. Selected/Venture Advisers, L.P.
paid the costs of prospectuses in excess of those required to be filed as
part of the Fund's registration statement, sales literature and other
expenses assumed or incurred by it in connection with such sales.

The Underwriter is reimbursed for amounts paid to dealers as a
maintenance fee with respect to Class A shares sold by dealers and
remaining outstanding during the period. The maintenance fee is paid at
the annual rate of 1/4 of 1% of the average net assets maintained by the
responsible dealers. The Underwriter is not reimbursed for accounts in
which the Underwriter pays no service fees to other firms. The
maintenance fee for Class A shares of the Fund for the seven months ended
August 31, 1995 was $4,375.

CLASS B SHARES

Class B shares of the Fund are sold at net asset value and are
redeemed at net asset value less a contingent deferred sales charge if
redeemed within six years of purchase.

The Fund pays the Distributor a 4% commission on the proceeds from
the sale of the Fund's Class B shares and the Distributor reallows 4% to
the qualified dealer responsible for the sale of the shares. A rule
implemented by the National Association of Securities Dealers, Inc.,
("NASD") limits the percentage of the Fund's annual average net assets
attributable to Class B shares which may be used to reimburse the
Distributor. The limit is 1%, of which 0.75% may be used to pay
distribution expenses and 0.25% may be used to pay shareholder service
fees. The NASD rule also limits the aggregate amount the Fund may pay
for distribution to 6.25% of gross Fund sales since inception of the Rule
12b-1 plan plus interest at 1% over the prime rate on unpaid amounts. The
Distributor intends to seek full payment (plus interest at prime plus 1%)
of distribution charges that exceed the 1% annual limit in some future
period or periods when the plan limits have not been reached.

During the seven months ended August 31, 1995, Class B shares of
the Fund made distribution plan payments which included commissions of
$2,680 and maintenance fees of $893.

Commissions earned by the Distributor during the seven months
ended August 31, 1995 on the sale of Class B shares of the Fund amounted
to $65,264 of which $65,201 was reallowed to qualified selling dealers.

The Distributor intends to seek payment from Class B shares of the
Fund in the amount of $63,880, representing the cumulative commissions
earned by the Distributor on the sale of the Fund's Class B shares reduced
by cumulative commissions paid by the Fund and cumulative contingent
deferred sales charge paid by redeeming shareholders. The Fund has no
contractual obligation to pay any such distribution charges and the
amount, if any, timing and condition of such payment are solely within the
discretion of the Directors who are not interested persons of the Fund or
the Distributor.
<PAGE>
VENTURE SERIES, INC.
NOTES TO FINANCIAL STATEMENTS - Continued
August 31, 1995 (Unaudited)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - (Continued)

CLASS B SHARES - (Continued)

A contingent deferred sales charge is imposed upon redemption of
certain Class B shares of the Fund within six years of the original
purchase. The charge is a declining percentage starting at 4% of the
lesser of net asset value of the shares redeemed or the total cost of such
shares. During the seven months ended August 31, 1995 the Distributor
received no contingent deferred sales charges from Class B shares of the
Fund.

NOTE 5 - CAPITAL STOCK

At August 31, 1995, there were 5 billion shares of capital stock
($0.001 par value per share) authorized.

Transactions in capital stock were as follows (exclusive of amount
allocated to income included in price of capital stock repurchased and
sold):
<TABLE>
<CAPTION>
Class A
Seven Months Ended
August 31, 1995
(Unaudited)
------------------
Shares Amount
------ ------
<S> <C> <C>
Shares subscribed....................................................... 1,167,950 $12,392,972
Shares issued in reinvestment of distributions.......................... - -
--------- -----------
1,167,950 12,392,972
Shares reacquired....................................................... (50,200) (589,510)
--------- -----------
Net increase.......................................................... 1,117,750 $11,803,462
--------- -----------
--------- -----------
</TABLE>
<TABLE>
<CAPTION>
Class B
Seven Months Ended
August 31, 1995
(Unaudited)
-----------------
Shares Amount
------ ------
<S> <C> <C>
Shares subscribed........................................................ 151,320 $1,733,464
Shares issued in reinvestment of distributions........................... - -
------- ----------
151,320 1,733,464
Shares reacquired........................................................ (198) (2,378)
------- ----------
Net increase........................................................... 151,122 $1,731,086
------- ----------
------- ----------
</TABLE>
<PAGE>
VENTURE SERIES, INC.
FINANCIAL HIGHLIGHTS
INTERNATIONAL TOTAL RETURN FUND

The following represents financial highlights for a share of capital stock
outstanding throughout each period.
<TABLE>
<CAPTION>
CLASS A CLASS B
Seven Months Seven Months
ended ended
8/31/95 8/31/95
(Unaudited) (Unaudited)
<S> <C> <C>
Net Asset Value,
Beginning of Period................................................. $ 10.00 $ 10.00
Income From Investment Operations -------- --------
- ---------------------------------
Net Investment Income............................................... .05 -
Net Gains on Securities
(both realized and unrealized).................................... 1.71 1.71
Total From Investment -------- --------
Operations...................................................... 1.76 1.71
Less Distributions
- ------------------
Dividends (from net
investment income)................................................ - -
Distributions From
Realized Capital Gains............................................ - -
Distributions From
Paid In Capital................................................... - -
-------- --------
Total Distributions.............................................. - -
Net Asset Value, -------- --------
End of Period...................................................... $ 11.76 $ 11.71
-------- --------
-------- --------
Total Return <F1>..................................................... 17.60% 17.10%
- ------------
Ratios/Supplemental Data
- ------------------------
Net Assets, End of
Period (000 omitted).............................................. 13,147 1,770
Ratio of Expenses
to Average Net Assets............................................ 1.71%<F2> 2.50%<F2>
Ratio of Net Income
to Average Net Assets............................................. 1.08%<F2> 0.29%<F2>
Portfolio Turnover
Rate.............................................................. 71% 71%

<FN>
<F1> Sales charges are not reflected in calculation.

<F2> Annualized.
</FN>
</TABLE>
<PAGE>

FORM N-1A

VENTURE SERIES, INC.

PRE-EFFECTIVE AMENDMENT NO. 2 UNDER THE
SECURITIES ACT OF 1933
REGISTRATION STATEMENT No. 33-86578

AND

AMENDMENT NO. 2 UNDER THE
INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-8870

PART C

OTHER INFORMATION
-----------------

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Included in Part A:

(i) Financial Highlights

Included in Part B:

(i) Schedule of Investments at August 31, 1995.

(ii) Statement of Assets & Liabilities.

(iii) Statement of Operations for the seven months ended August
31, 1995.

(iv) Statement of Changes in Net Asset Value for the seven months
ended August 31, 1995.

(v) Notes to Financial Statements.

(vi) Financial Highlights.

(vii) Report of Tait, Weller & Baker.

(b) Exhibits:

(1) Articles of Incorporation, incorporated by reference to
Exhibit (1) to Registrant's Registration Statement on Form
N-1A, File No. 33-86578.

(2) By-Laws, incorporated by reference to Exhibit (2) to
Registrant's Registration Statement on Form N-1A, File
No. 33-86578.
<PAGE>
(3) Not Applicable.

(4) Not Applicable.

(5)(a) Investment Advisory Agreement, incorporated by reference to
Exhibit (5) (a) to Registrant's Registration Statement on
Form N-1A, File No. 33-86578.

(5)(b) Investment Advisory Agreement, incorporated by reference to
Exhibit (5) (b) to Registrant's Registration Statement on
Form N-1A, File No. 33-86578.

(6) Distributing Agreement, incorporated by reference to Exhibit
(6) to Registrant's Registration Statement on Form N-1A,
File No. 33-86578.

(7) Not Applicable.

(8) Custodian Agreement, incorporated by reference to Exhibit
(8) to Registrant's Registration Statement on Form N-1A,
File No. 33-86578.

(9) Transfer Agency Contract, incorporated by reference to
Exhibit (9) to Registrant's Registration Statement on
Form N-1A, File No. 33-86578.

(10) Opinion and Consent of Counsel as to Legality of Shares
Being Registered, incorporated by reference to Exhibit (10)
to Registrant's Registration Statement on Form N-1A, File
No. 33-86578.

(11) Consent of Independent Auditors to Use of Report.

(12) Not Applicable.

(13) Financial Statements, included in Statement of Additional
Information.

(14)(a) Prototype Money Purchase Pension and Profit Sharing Plan,
Prototype Defined Contribution Trust and Adoption
Agreements, incorporated by reference to Exhibit (14) (a)
to Registrant's Registration Statement on Form N-1A, File
No. 33-86578.

(14)(b) Prototype Profit Sharing/401(k) Plan, Prototype Profit
Sharing/401(k) Trust and Adoption Agreements, incorporated
by reference to Exhibit (14) (b) to Registrant's
Registration Statement on Form N-1A, File No. 33-86578.

(14)(c) 403(b) (7) Retirement Plan Custodial Account, incorporated
by reference to Exhibit (14) (c) to Registrant's
Registration Statement on Form N-1A, File No. 33-86578.
<PAGE>
(15)(a) Distribution Plan for Class A shares, incorporated by
reference to Exhibit (15) (a) to Registrant's Registration
Statement on Form N-1A, File No. 33-86578.

(15)(b) Distribution Plan for Class B shares, incorporated by
reference to Exhibit (15) (b) to Registrant's Registration
Statement on Form N-1A, File No. 33-86578.

(15)(c) Distribution Plan for Class C shares, incorporated by
reference to Exhibit (15) (c) to Registrant's Registration
Statement on Form N-1A, File No. 33-86578.

(16) Schedule for Computation of Performance Quotation,
incorporated by reference to Exhibit (16) to Registrant's
Registration Statement on Form N-1A, File No. 33-86578.

(17) Not Applicable.

(18)(a) Powers of Attorney.

(18)(b) Plan Pursuant to Rule 18f-3.

Item 25. Persons Controlled by or Under Common Control With Registrant
-------------------------------------------------------------
Not applicable

Item 26. Number of Holders of Securities
-------------------------------
Number of Record Holders
Title of Class as of July 14, 1995
-------------- -------------------
Common Stock
International Total Return Fund Class A 364
International Total Return Fund Class B 87

Item 27. Indemnification
---------------
Registrant's Articles of Incorporation indemnifies its directors,
officers and employees to the full extent permitted by Section 2-418 of
the Maryland General Corporation Law, subject only to the provisions of
the Investment Company Act of 1940. The indemnification provisions of
the Maryland General Corporation Law (the "Law") permit, among other
things, corporations to indemnify directors and officers unless it is
proved that the individual (1) acted in bad faith or with active and
deliberate dishonesty, (2) actually received an improper personal benefit
in money, property or services, or (3) in the case of a criminal proceeding,
had reasonable cause to believe that his act or omission was unlawful. The
Law was also amended to permit corporations to indemnify directors and
officers for amounts paid in settlement of stockholders' derivative suits.

In addition, the Registrant's directors and officers are covered
under a policy to indemnify them for loss (subject to certain deductibles)
including costs of defense incurred by reason of alleged errors or
omissions, neglect or breach of duty. The policy has a number of
exclusions including alleged acts, errors, or omissions which are finally
adjudicated or established to be deliberate, dishonest, malicious or
fraudulent or to constitute willful misfeasance, bad faith,
<PAGE>
gross negligence or reckless disregard of their duties in respect to any
registered investment company. This coverage is incidental to a general
policy carried by the Registrant's adviser.

In addition to the foregoing indemnification, Registrant's Articles
of Incorporation exculpate directors and officers with respect to monetary
damages except to the extent that an individual actually received an
improper benefit in money property or services or to the extent that a
final adjudication finds that the individual acted with active and
deliberate dishonesty.

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
The Investment Adviser of the Registrant, Selected/Venture
Advisers, L.P., is also the investment adviser for New York Venture Fund,
Inc., Venture Income (+) Plus, Inc., Venture Muni (+) Plus, Inc., Retirement
Planning Funds of America, Inc., Selected Special Shares Inc., Selected
American Shares, Inc. and Selected Capital Preservation Trust. It also may
engage as an investment adviser for accounts other than mutual funds,
although this is not presently business of a substantial nature.

Shelby M.C. Davis is a Director, Chairman, Chief Executive Officer
and principal owner of Venture Advisers, Inc. (the "General Partner") and
is a Director of Shelby Cullom Davis Financial Consultants, Inc., ("SCDFC")
70 Pine Street, New York, New York 10270 . Louis R. Proyect is a Director
and Executive Vice President of the General Partner and is a Secretary of
SCDFC. Carl R. Luff is a Director, Executive Vice President and Secretary
of the General Partner.

Item 29. Principal Underwriters
----------------------
(a) Selected/Venture Advisers, L.P. located at 124 East Marcy
Street, Santa Fe, NM 87501, is the principal underwriter for the
Registrant and also acts as principal underwriter for New York Venture
Fund, Inc., Venture Income (+) Plus, Inc., Venture Muni (+) Plus, Inc.,
Retirement Planning Funds of America, Inc. Selected American Shares,
Inc., Selected Special Shares, Inc. and Selected Capital Preservation Trust.

(b) Management of the General Partner of the Principal Underwriters

Positions and
Name and Principal Positions and Offices with the Offices with
Business Address general partner of the Underwriter Registrant
- ---------------- ---------------------------------- ----------

Shelby M.C. Davis Director, Chairman and Director & President
P.O. Box 205 Chief Executive Officer
Hobe Sound, FL 33455

Andrew A. Davis Co-President Vice President
124 East Marcy Street
Santa Fe, NM 87501

Carl R. Luff Director, Co-President Vice President,
124 East Marcy Street and Secretary Treasurer and
Santa Fe, NM 87501 Assistant Secretary

Louis R. Proyect Director and Executive Vice President
124 East Marcy Vice President
Santa Fe, NM 87501

Raymond O. Padilla Senior Vice President Vice President,
124 East Marcy Street Secretary and
Santa Fe, NM 87501 Assistant Treasurer
<PAGE>
Carolyn H. Spolidoro Vice President Vice President
124 East Marcy Street
Santa Fe, NM 87501

B. Clark Stamper Senior Vice President Vice President
124 East Marcy Street
Santa Fe, NM 87501

Eileen R. Street Senior Vice President Assistant Treasurer
124 East Marcy Street and Assistant
Santa Fe, NM 87501 Secretary

Item 30. Location of Accounts and Records
--------------------------------
Accounts and records are maintained at the offices of
Selected/Venture Advisers, L.P., 124 East Marcy Street, Santa Fe, New
Mexico 87501, and at the officers of the Registrant's custodian, State
Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171; and the Registrant's transfer agent, State Street
Bank and Trust Company, c/o Service Agent, BFDS, Two Heritage Drive, 7th
Floor, North Quincy, Massachusetts 02171.

Item 31. Management Services
-------------------
Not applicable

Item 32. Undertakings
------------
Commencing with Registrant's annual report to shareholders for the
year ending September 30, 1995, Registrant undertakes to furnish to each
person to whom a prospectus is delivered, a copy of the Registrant's
latest Annual Report to Shareholders, upon request and without charge.

The registrant undertakes to assist in shareholder communications
concerning the removal of a director consistent with Section 16 (c) of the
Investment Company Act of 1940.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE>
VENTURE SERIES, INC.

SIGNATURES
----------

Registrant certifies that this Amendment meets all of the
requirements for effectiveness pursuant to Rule 485(b).

Pursuant to the requirements of the Securities Act of 1933 and/or
the Investment Company Act of 1940, the Registrant has caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois on
the 27th day of September, 1995.

VENTURE SERIES, INC.

*By: /s/ Sheldon R. Stein
-------------------------
Sheldon R. Stein,
Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

Shelby M.C. Davis* President September 27, 1995
- ----------------- (Chief Executive
Shelby M.C. Davis Officer) and
Director

Carl R. Luff* Principal September 27, 1995
- ------------ Financial and
Carl R. Luff Accounting Officer

*By: /s/ Sheldon R. Stein
-----------------------
Sheldon R. Stein,
Attorney-in-Fact

*Sheldon R. Stein signs this document on behalf of the Registrant
and the foregoing officers pursuant to the powers of attorney filed as
Exhibit (18)(a) to this Registration Statement.
<PAGE>
VENTURE SERIES, INC.

Pursuant to the requirements of the Securities Act of 1933, this
PostEffective Amendment has been signed on September 27, 1995 by the
following persons in the capacities indicated.

Signature Title
- --------- -----

Jeremy H. Biggs* Director
- ---------------
Jeremy H. Biggs

Keith R. Kroeger* Director
- ----------------
Keith R. Kroeger

The Very Reverend James R. Leo* Director
- ------------------------------
The Very Reverend James R. Leo

Richard M. Murray* Director
- -----------------
Richard M. Murray

Theodore B. Smith, Jr.* Director
- ----------------------
Theodore B. Smith, Jr.

*Sheldon R. Stein signs this document on behalf of each of the
foregoing persons pursuant to the powers of attorney filed as Exhibit
18(a) to this Registration Statement.

/s/Sheldon R. Stein
-------------------
Sheldon R. Stein,
AttorneyinFact

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm in the Registration
Statement, (Form N-1A), and related Statement of Additional Information
of Davis International Series, Inc., (formerly Venture Series Inc.)
and to the inclusion of our report dated November 7, 1994 (Except for
Note 2, as to which the date is December 12, 1994) to the Shareholders
and Directors of Venture Series, Inc. - International Total Return Fund.

/s/ TAIT, WELLER & BAKER
------------------------
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
September 27, 1995

EXHIBIT 18(a)
VENTURE SERIES, INC.
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Andrew Davis, Louis R. Proyect, Carl R. Luff, Raymond O. Padilla,
Sheldon R. Stein, Arthur Don and Jessica Randall Droeger, and each of
them, his attorneysin fact, each with the power of substitution, for him
in any and all capacities, to sign any posteffective amendments to the
registration statement under the Securities Act of 1933 (Registration No.
257209) and/or the Investment Company Act of 1940 (Registration No.
8112679), whether on Form N1A or any successor forms thereof, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and all
appropriate state or federal regulatory authorities. Each of the
undersigned hereby ratifies and confirms all that each of the aforenamed
attorneysinfact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 31st day of July, 1995.

/s/Martin H. Proyect /s/ Theodore B. Smith, Jr.
- ----------------------------- --------------------------
Martin H. Proyect, Theodore B. Smith, Jr.,
Director Director

/s/Shelby M.C. Davis /s/Richard Murray
- ----------------------------- --------------------------
Shelby M.C. Davis, Richard Murray,
Director and President Director

/s/Jeremy H. Biggs /s/Keith R. Kroeger
- ----------------------------- --------------------------
Jeremy H. Biggs, Keith R. Kroeger,
Director Director

/s/James R. Leo /s/Carl R. Luff
- ----------------------------- --------------------------
James R. Leo, Carl R. Luff,
Director Chief Financial Officer

EXHIBIT 18(b)

Venture Series, Inc.
Plan Pursuant to Rule 18f-3
---------------------------

Registrant elects to offer different classes of shares pursuant to
Rule 18f-3 under the following Plan.

1. Registrant's current Plan encompasses three classes of shares
that may be offered as follows:

(a) Class A shares with a front end sales charge ("FESC") subject
to certain exceptions and to Rule 12b-1 service and maintenance fees
("Rule 12b-1 fees"). The applicable FESC, including reductions and
exceptions and the Rule 12b-1 fees are set forth in Exhibit "A" hereto.

(b) Class B shares at net asset value subject to (i) Rule 12b-1
fees to provide an asset based sales charge and service and maintenance
fees and (ii) a conditional deferred (back end) sales charge for
redemptions or repurchases by the Registrant effected within a certain
period of time not exceeding eight years from the date of purchase. Class
B shares outstanding will automatically convert to Class A shares within
eight years after the end of the month in which the shares were purchased.
(However, for shares purchased before December 1, 1994 which are
represented by stock certificates, the stock certificates must be returned
to the transfer agent to effect conversion.) Terms of the deferred sales
charges, conversion and Rule 12b-1 fees are set forth in Exhibit "B"
attached hereto.

(c) Class C shares at net asset value subject to a fee upon
redemption within one year of purchase and Rule 12b-1 fees covering an
asset based sales charge and maintenance and service fees. The
Registrant does not have any Class C shares outstanding and does not
currently offer Class C shares for sale.

(d) Exchange Privileges: The exchange privileges are set forth in
Exhibit "C" hereto. In summary, for a nominal exchange fee, shares of a
class may be exchanged for shares of the same class of certain other
registrants with the same investment adviser or distributor (or any series
issued by such registrants) at net asset value except that: (i) Any shares
issued in exchange for shares still subject to any unpaid FESC or
conditional deferred sales charge or other charge payable upon redemption
remain subject to such unpaid charges; and (ii) Money market series Class
A, Class B and Class C shares which were initially purchased from the
money market series may be exchanged for the same class of shares of
another Fund. However, such initially purchased money market Class A
shares may be exchanged at the public offering price of the acquired
shares (which may include a sales charge); initially purchased Class B and
Class C shares will be subject to any conditional deferred sales charge or
charge upon redemption normally applicable to the acquired shares.

2. Income, realized and unrealized capital gains and losses and
expenses not allocated to a particular class are allocated to each class on
the basis of relative net assets.

Expenses allocable to a specific class are expenses specifically
incurred for such class including the following:

(a) Rule 12b-1 expenses
<PAGE>
(b) Incremental transfer agency expenses
(c)Incremental costs of preparing, printing and mailing
shareholder reports, proxy materials and prospectuses related to such
class
(d) Registration fees and other expenses of registration of the
shares of such class under laws or regulations of any jurisdiction in
which the class of shares is to be offered
(e) Directors' fees and expenses incurred as a result of issues
relating solely to such class
(f) Legal and accounting expenses relating solely to such class

3. Each class will vote separately with respect to any matter as
required by applicable law or which separately affects that class. As
provided in the Articles of Incorporation, each dollar of net asset value
per share is entitled to one vote.
<PAGE>
EXHIBIT A

Class A Shares. Class A shares are sold at their net asset value plus
a sales charge. The amounts of the sales charges are shown in the table
below.
<TABLE>
<CAPTION>
Customary
Sales Charge Charge as Concession to Your
as Percentage Approximate Percentage Dealer as Percentage
of Offering Price of Amount Invested of Offering Price
----------------- ------------------ -----------------
<S> <C> <C> <C>
$99,999 or less.................. 4-3/4% 5.0% 4%
$100,000 to $249,999............. 3-1/2% 3.6% 3%
$250,000 to $499,999............. 2-1/2% 2.6% 2%
$500,000 to $749,999............. 2% 2.0% 1-3/4%
$750,000 to $999,999............. 1% 1.0% 3/4 of 1%
$1,000,000 or more............... 0% 0.0% 0%<F1>
<FN>
<F1>On purchases of $1 million or more, the investor pays no initial or
contingent deferred sales charge. However, the Adviser may pay the
financial service firm a commission during the first year of purchase at
an annual rate as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Purchase Amount Commission
--------------- ----------
<S> <C>
First $3,000,000...................... .75%
Next $2,000,000...................... .50%
Over $5,000,000...................... .25%
</TABLE>

Such commission will be paid quarterly at the end of each fiscal quarter
for the first year after purchase. Where a commission is paid because of
purchases of $1 million or more, such payment will be made from 12b-1
distribution fees received from the Fund and, in cases where the limits of
the distribution plan in any year have been reached, from the distributor's
own resources.

There are a number of ways to reduce the sales charge on the
purchase of Class A shares, as set forth below.

(i) Family Purchases: Purchases made by an individual, such
individual's spouse and children under 21 are combined and treated as a
purchase of a single person.

(iii) Purchases for Employee Benefits Plans: Trusteed or other
fiduciary accounts and Individual Retirement Accounts ("IRA") of a single
employer are treated as purchases of a single person. Purchases of and
ownership by an individual and such individual's spouse under an IRA are
combined with their other purchases and ownership.

(vi) Combined Purchases with other Davis Funds: Purchases of Class
A shares of the Fund may be combined with your purchases of Class A
shares of the other Davis Funds,
<PAGE>
including Davis New York Venture Fund, Inc., Davis High Income Fund, Inc.,
Davis Tax-Free High Income Fund, Inc. and all funds offered by Davis Series,
Inc. (other than Davis Government Money Market Fund), separately or under
combined Statements of Intention or rights of accumulation to determine the
price applicable to your purchases of Class A shares of the Fund.

Class B shares that have been outstanding for eight years will
automatically convert to Class A shares without imposition of a front-end
sales charge or exchange fee. The Class B shares so converted will no
longer be subject to the higher expenses borne by Class B shares. Because
the net asset value per share of the Class A shares may be higher or lower
than that of the Class B shares at the time of conversion, although the
dollar value will be the same, a shareholder may receive more or less
Class A shares than the number of Class B shares converted. Under a
private Internal Revenue Service Ruling, such a conversion will not
constitute a taxable event under the Federal income tax law. In the event
that this ceases to be the case, the Board of Directors will consider what
action, if any, is appropriate and in the best interests of the Class B
shareholders.

EXCHANGE OF SHARES

By Telephone. You may exchange shares by telephone into accounts
with identical registrations. Please see the discussion of procedures in
respect to telephone instructions in the section entitled "Telephone
Privilege," as such procedures are also applicable to exchanges.

An exchange involves both a redemption and a purchase, and normally
both are done on the same day. However, in certain instances such as
where a large redemption is involved, the investment of redemption
proceeds into shares of other Davis Funds may take up to seven days. For
federal income tax purposes, exchanges are treated as a sale and purchase.
Therefore, there will usually be a recognizable capital gain or loss due to
an exchange.
<PAGE>
The number of times you may exchange shares among the Davis Funds
within a specified period of time may be limited at the discretion of the
Adviser. Currently, more than three exchanges out of the Fund during a
twelve-month period are not permitted without the prior written approval
of the Adviser. The Company reserves the right to terminate or amend the
exchange privilege at any time upon 60 days notice.