<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
DAVIS INTERNATIONAL SERIES, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.
(3) Filing Party
(4) Date Filed
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DAVIS INTERNATIONAL TOTAL RETURN FUND
An authorized series of
DAVIS INTERNTIONAL SERIES, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
(800)279-0279
INFORMATION STATEMENT
February 2, 2000
Dear Fellow Shareholders:
On December 16, 1999, at a special meeting of the Board of Directors of Davis
International Series, Inc. ("Company") and Davis International Total Return Fund
("Fund"), the Directors selected Fiduciary International, Inc. ("Sub-Adviser")
to manage the Fund's investment portfolio.
A Special Meeting of Shareholders will be held February 29, 2000, to approve the
new Sub-Advisory Agreement entered into among the Company, Davis Selected
Advisers, L.P. ("Adviser"), and the Sub-Adviser. The Adviser and its officers
and affiliates own a controlling majority of the Fund's outstanding voting
shares and intend to vote those shares to approve the Sub-Advisory Agreement.
The Sub-Adviser's fee will be paid by the Adviser and approval of the
Sub-Advisory Agreement will not increase the management fees which the Fund
pays.
The Company is organized as a Maryland corporation and is registered as a
diversified open-end investment management company, commonly known as a mutual
fund. The Fund is a separate series offered by the Company whose investment
objective is total return through capital growth and/or income. The Fund pursues
this objective by investing primarily in the common stock of foreign companies
and in common stock issued by U.S. companies doing substantial business in
foreign markets.
This information statement informs you of the circumstances surrounding the
Board's approval of the new sub-advisory agreement and provides you with an
overview of the terms of the agreement.
By order of the Board
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Thomas Tays, Secretary
THIS DOCUMENT IS REQUIRED UNDER THE FEDERAL SECURITIES LAWS AND IS PROVIDED
SOLELY FOR YOUR INFORMATION. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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DAVIS INTERNATIONAL TOTAL RETURN FUND
An authorized series of
DAVIS INTERNTIONAL SERIES, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
(800)279-0279
INFORMATION STATEMENT
February 2, 2000
GENERAL INFORMATION
This information statement is being furnished to the shareholders of Davis
International Total Return Fund ("Fund") in lieu of a proxy statement. On
December 16, 1999 the Board of Directors of Davis International Series, Inc.
("Company") approved a sub-advisory agreement ("Sub-Advisory Agreement"), a copy
of which is attached as Exhibit A, among Fiduciary International, Inc.
("Sub-Adviser"), Davis Selected Advisers, L.P. ("Adviser")., and the Company.
Under the Sub-Advisory Agreement the Sub-Adviser will manage the Fund's
investment portfolio subject to oversight by the Adviser and the Company's Board
of Directors.
The Adviser, its officers and affiliates own a controlling majority of the
Fund's outstanding voting shares and intend to vote those shares to approve of
the Sub-Advisory Agreement at a Special Meeting of Shareholders to be held at
124 East Marcy Street, Santa Fe, New Mexico 87501, at 9:00 a.m. Mountain
Standard Time on February 29, 2000.
The Adviser and the Sub-Adviser will pay for the costs associated with preparing
and distributing this information statement, which will be mailed on or about
February 7, 2000.
THE ADVISER
Davis Selected Advisers, LP ("Adviser") was organized in Colorado in 1987 and
maintains its principal offices at 2949 East Elvira Road, Suite 101, Tucson,
Arizona 85706. The Adviser has served as the Fund's investment adviser from its
inception in 1994. The Adviser serves the Fund pursuant to an Investment
Advisory Agreement under the terms of which it has agreed to supervise and
assist in the management of the Company and its investment portfolio subject to
the direction and control of the Company's officers and directors and to furnish
certain reports and records. As of December 31, 1999, the Adviser served as the
investment adviser to a number of institutional and private accounts with
aggregate assets of approximately $26 billion, including eighteen open-end
investment companies.
Davis Selected Advisers-NY, Inc. ("DSA-NY") was incorporated in Delaware in 1996
and maintains its principal offices at 609 Fifth Avenue, New York, NY 10017.
DSA-NY is a wholly owned subsidiary of the Adviser and performs research and
portfolio management services as
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requested by the Adviser under a sub-advisory agreement with the Adviser and the
Company. The Adviser pays all of DSA-NY's direct and indirect costs of
operations. All the fees paid to DSA-NY are paid by the Adviser and not the
Company or the Fund.
Approval of the Sub-Advisory Agreement will not effect the Adviser's advisory
agreement with the Company or DSA-NY's sub-advisory agreement with the Company.
THE SUB-ADVISER
Fiduciary International, Inc. ("Sub-Adviser") was incorporated in 1982 to
provide investment management services. It currently advises other registered
investment companies. The Sub-Adviser does not believe the fact that it provides
investment management services to other registered investment companies will
pose significant conflicts of interest due to the differences in each company's
investment strategies.
The Sub-Adviser is a is a wholly owned subsidiary of Fiduciary Trust Company
International ("FTCI") and is registered as an investment adviser under the
Investment Advisers Act of 1940. Both the Sub-Adviser and FTCI maintain their
principal offices at Two World Trade Center, New York, New York, 10048. FTCI has
more than 60 years of investment management experience and maintains foreign
offices in London England, Geneva Switzerland, Hong Kong China, Melbourne
Australia , and Tokyo Japan. As of December 31, 1999, FTCI served as the
investment adviser to a number of institutional and private accounts with
aggregate assets of approximately $50 billion.
Listed below are the names and principal occupations of the Directors and
Executive Officers of the Sub-Adviser, all of whose addresses are the same as
that of the Sub-Adviser.
James C. Goodfellow. President of the Sub-Adviser. Serves FTCI in a management
capacity.
Anne M. Tatlock. Chairman/Director of the Sub-Adviser. Serves FTCI as Chief
Executive Officer, President, Head of the Investment Division, and as a member
of the Global Investment Committee and Investment Policy Committee.
Lawrence S. Huntington. Director of the Sub-Adviser. Serves FTCI as Chairman of
the Board.
Christine M. Ferrante. Treasurer of the Sub-Adviser. Serves FTCI as Senior Vice
President and Comptroller
Carol K. Demitz. Director of the Sub-Adviser. Serves FTCI as Senior Vice
President, Chief Corporate Counsel and Secretary.
The terms of the Sub-Advisory Agreement are described below.
BOARD CONSIDERATION OF SUB-ADVISORY AGREEMENT
At a regular meeting of the Board, at which all of the Directors of the Company
were in attendance on December 6, 1999 and again at a special meeting held
December 16, 1999, the Board considered
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and unanimously approved the Sub-Advisory Agreement with the Sub-Adviser,
subject to approval by shareholders owning a majority of the Fund's outstanding
voting power. The Sub-Advisory Agreement was approved both by a majority of the
Directors and a majority of the Directors who are not parties to the
Sub-Advisory Agreement with the Sub-Adviser or interested persons of such
parties, as defined in the Investment Company Act ("Independent Directors").
In considering approval of the Sub-Advisory Agreement, the Directors, including
the Independent Directors, considered whether approval of the Sub-Advisory
Agreement was in the best interests of the Fund and its shareholders. The
Directors reviewed the provisions of the Sub-Advisory Agreement, including the
services to be performed by the Sub-Adviser, the compensation to be paid by the
Adviser to the Sub-Adviser for these services; and the initial term, renewal,
termination, and other material provisions of the Sub-Advisory Agreement. The
Board also considered the nature, quality and extent of services expected to be
provided to the Fund by the Sub-Adviser, as well as its and FTCI's reputations
in the asset management industry.
Based upon their review, the Directors concluded that the Sub-Advisory Agreement
was reasonable, fair, and in the best interests of the Fund and its
shareholders, and that the fee provided in the Sub-Advisory Agreement was fair
and reasonable. Accordingly, and after consideration of the above factors and
such other factors and information as they deemed relevant, the Directors,
including the Independent Directors, unanimously approved the Sub-Advisory
Agreement. The Chairman of the Board of Directors,
Mr. Jeremy Biggs serves as Vice Chairman & Chief Investment Officer of FTCI,
Chairman of the Company, and is a minority shareholder of the Adviser. Mr. Biggs
also owns less than 5% of the outstanding shares of FTCI. To avoid the
appearance of a conflict of interest, Mr. Biggs abstained from voting upon the
proposal to approve the Sub-Advisory Agreement.
TERMS OF THE SUB-ADVISORY AGREEMENT
Under the terms of each the Sub-Advisory Agreement the Adviser will pay the
Sub-Adviser a fee based upon a percentage of net assets: 0.50% of the first $250
million, 0.45% of the next $250 million, and 0.40% of the amount in excess of
$500 million. Approval of the Sub-Advisory Agreement will not increase the
management fees which the Fund pays.
The Sub-Advisory Agreement provides that the Sub-Adviser will manage the
investment and reinvestment of the assets of the Fund subject to the supervision
of the Board of Directors, the Adviser, and to any applicable provisions as in
effect from time to time of controlling documents including the articles of
incorporation and by-laws of the Company, the prospectus, statement of
additional information, the 1940 Act, and other relevant documents listed in the
Sub-Advisory Agreement. The Sub-Adviser also agrees to provide the Adviser with
any reasonable reports, analyses or other documentation the Adviser requires to
carry out its responsibilities under its Investment Advisory Agreement.
Unless sooner terminated, the Sub-Advisory Agreement shall initially remain in
effect for a period of two years from its effective date. Thereafter, subject to
the termination provisions, the Sub-Advisory Agreement shall continue in force
from year to year thereafter, but only as long as such
<PAGE>
continuance is specifically approved, at least annually, in the manner required
by the 1940 Act. This Agreement shall automatically terminate immediately in the
event of its assignment (except as otherwise permitted by the 1940 Act or rules
thereunder) or in the event of the termination of the Investment Advisory
Agreement. This Agreement may be terminated without penalty at any time upon
sixty days' written notice.
The Sub-Advisory Agreement provides that neither the Adviser nor the Sub-Adviser
(or other named parties) shall be liable for any error of judgment or law, or
for any loss suffered by the Company or its shareholders in connection with the
matters to which the Sub-Advisory Agreement relates, except that no provision of
the Sub-Advisory Agreement shall be deemed to protect the Adviser or the
Sub-Adviser against any liability to the Company or its shareholders to which
they might otherwise be subject by reason of any willful misconduct, gross
negligence, or actions taken in bad faith.
REQUIRED VOTE
Under the 1940 Act, the approval of new sub-advisory agreements requires
approval by both the Company's Board of Directors, including a majority of the
Independent Directors, and the shareholders of the Company. The Company's
corporate charter requires approval of the Sub-Advisory Agreement by the
affirmative vote of a majority of the outstanding voting power entitled to vote,
with all classes voting together as a single class at a special meeting at which
a quorum of the Fund's shares is present. Voting power is described below.
The Directors (including the Independent Directors) have already approved of the
Sub-Advisory Agreement. The Adviser, its officers and affiliates own a
controlling majority of the Fund's outstanding voting shares and intend to vote
those shares to approve of the Sub-Advisory Agreement at a Special Meeting of
Shareholders to be held on February 29, 2000.
The Company is an open-end, diversified, management investment company
incorporated in Maryland in 1994 and registered under the Investment Company Act
of 1940 ("1940 Act"). The Company is a series investment company which may issue
multiple series, each of which would represent an interest in a separate
portfolio. The Company currently offers one series, the Fund. The Fund's shares
are currently divided into four classes, Class A, Class B, Class C, and Class Y
shares (as of December 31, 1999 the Fund did not have any outstanding Class Y
shares). Shares have no preemptive or subscription rights and are freely
transferable. Each of the Fund's shares represent an interest in the assets of
the Fund issuing the share and have 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 a particular class, such as those related to the
distribution of each class and the transfer agency expenses of each class are
borne solely by each such class, and (iii) each class of shares votes separately
with respect to provisions of the Rule 12b-1 Distribution Plan which pertains to
a particular class, and other matters for which separate class voting is
appropriate under applicable law. Each fractional share has the same rights, in
proportion, as a full share. Shares do not have cumulative voting rights;
therefore, the holders of more than 50% of the voting power of the Company can
elect all of the Directors of the Company.
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In accordance with Maryland law and the Company's by-laws, the Company does not
hold regular annual shareholder meetings. Shareholder meetings are held when
they are required under the 1940 Act or when otherwise called for special
purposes. Special shareholder meetings may be called upon the written request of
shareholders of at least 25% of the voting power that could be cast at the
meeting.
SHAREHOLDER REPORTS
The Company's most recent annual report for the fiscal year ended September 30,
1999 has previously been sent to shareholders and may be obtained without charge
by writing the Company at Davis Funds, 2949 East Elvira Road, Suite 101, Tucson,
Arizona 85706 or by calling (800) 279-0279.
SHAREHOLDERS AS OF RECORD DATE
The Directors set December 31, 1999 ("Record Date") as the record date for
determining the number of shares and the shareholders entitled to vote and to
receive this information statement. On Record Date the Fund's total net asset
value was approximately $xxx, represented by xxx Class A shares, xxx Class B
shares, and xxx Class C shares.
As of Record Date, officers and directors owned the following percentages of
each Class of shares issued by the Fund:
Class A Class B Class C Class Y
------- ------- ------- -------
Davis International Total Return Fund 4.18% * * *
* Indicates that officers and directors owned less than 1% of the outstanding
shares of the indicated Class of shares.
The following table sets forth, as of December 31, 1999 the name and holdings of
each person known by the Company to be a record owner of more than 5% of the
outstanding shares of any Class of either of the Fund.
Percent of Class
Name and Address Outstanding
- ---------------- -----------
Davis International Total Return Fund
Class A shares
- --------------
Shelby Cullom Davis & Co. 47.29%
Investment #3
609 Fifth Avenue, 11th Floor
New York, NY 10017-1021
Davis Selected Advisers, L.P. 10.26%
Attn: John Gilding
2949 East Elvira Road
Tucson, AZ 85706
<PAGE>
SAC & Co. 10.44%
80452131
12E 49th Street, 41st Floor
New York, NY 10017
Class B shares N/A
- --------------
Class C shares
- --------------
State Street Bank & Trust Co. 16.26%
Custodian for IRA of Robert C. Mann
4916 Westbriar Drive
Fort Worth, TX 76109-3217
Shirlieann Adams 9.71%
119 Heritage Lane
Madison, AL 35758-7974
Laura A. H. Schechter 16.76%
Steven A. Schechter JT TEN
217 Seaway Ct.
Longmont, CO 80503-7871
SHAREHOLDER PROPOSALS
The Company does not hold annual shareholder meetings, and the Directors
currently do not intend to hold such meetings unless shareholder action is
required in accordance with the 1940 Act or the Company's articles of
incorporation or by-laws. A shareholder proposal intended to be presented at any
meeting of shareholders of the Company must be received by the Company at a
reasonable time before the Directors' solicitation relating thereto is made in
order to be included in the Company's proxy statement and form of proxy relating
to that meeting and presented at the meeting. The mere submission of a proposal
by a shareholder does not guarantee that the proposal will be included in the
proxy statement because certain rules under the federal securities laws must be
complied with before inclusion of the proposal is required.
- ------------------------
Thomas D. Tays
Secretary
Dated: February 2, 2000
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
March ___, 2000
Fiduciary International, Inc.
Two World Trade Center
New York, New York, 10048
Re: Sub-Advisory Agreement for Davis International Total Return
Fund, An Authorized Series of Davis International Series, Inc.
Gentlemen:
This is to confirm that Davis Selected Advisers, L.P. ("DSA") is
retaining you as Investment Sub-Adviser for the portfolio of the International
Total Return Fund (the "Fund") of Davis International Series, Inc. (the
"Company").
This letter sets forth the terms and conditions of your retention. If
they are acceptable to you, please acknowledge in the space provided. Upon your
acceptance, the retention and the mutual obligations in respect thereto shall be
effective as provided herein. The terms and conditions are as follows:
1. Investment Services. You shall act as the Investment Sub-Adviser for
the Fund and will manage the investment and reinvestment of the assets of the
Fund subject to the supervision of the Board of Directors of the Company, DSA,
which serves as Adviser to the Company, and to any applicable provisions as in
effect from time to time of (a) the Articles of Incorporation and Bylaws of the
Company, (b) the prospectus, statement of additional information, and other
information set forth in the Fund's registration documents under the Securities
Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940
Act"), including any supplements thereto, and (c) the Investment Advisory
agreement between DSA and the Company (the "Investment Advisory Agreement") in
respect to the Fund and the Company's Code of Ethics. You acknowledge that you
have received copies of the above documents as in effect on the date of your
acceptance of this letter. The undersigned agrees that it will promptly deliver
to you any amendments, changes or additions of or to these documents. Without
limitation, you agree that all securities transactions will conform to (a) the
stated objectives and policies of the Fund, (b) the brokerage policies set forth
in the Investment Advisory Agreement (which are hereby incorporated by reference
herein) and the registration documents, and (c) those investment and brokerage
policies directed by the Board of Directors of the Company or any committee
thereof, that have been provided to you.
2. Independent Contractor. You shall be an independent contractor.
Unless otherwise expressly provided or authorized hereunder, or by the Board of
Directors of Company, you have no authority to represent the Company or the Fund
in any way or otherwise be an agent of the Company or the Fund. You shall also
not represent or be the agent of the undersigned except as expressly provided or
authorized hereunder, or as authorized by the undersigned in any other writing.
3. Reports and Records. You agree to provide DSA with any reasonable
reports, analyses or other documentation DSA requires to carry out its
responsibilities under its Investment Advisory Agreement with the Fund,
including those related to the placement of security transactions, its
administrative responsibilities, and its responsibility to monitor compliance
with stated investment objectives, policies and limitations and the investment
performance of the Fund. You agree, directly or through an agent, to provide
daily information with respect to the portfolio transactions of the Fund to DSA.
You agree to provide all documentation reasonably required by DSA to maintain
the Fund's accounting records in accordance with the 1940 Act and the Investment
Advisers Act of 1940 (the "Advisers Act") and the regulations issued thereunder,
and to preserve copies of all documents and records related to asset
transactions, positions and valuations related to the Fund in the manner and for
the periods prescribed by such
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regulations. You agree that all documents and records maintained by you with
respect to the Fund, exclusively relating to the Fund, are the property of the
Company and will be surrendered to DSA or the Company upon the request of
either. You agree to provide information and to allow inspection of such
documents and records at reasonable times by any authorized representative of
DSA, the Company's Board of Directors or any committee thereof, the Company's
independent public accountants, or appropriate regulatory authorities.
4. Make Personnel Available. You agree to make your personnel engaged
in activities on behalf of the Fund available at reasonable times for
consultations with DSA personnel and the Company's Board of Directors, or any
committee thereof, including attendance at their meetings, wherever situated.
Travel, meals and lodging expenses for such purposes shall be reimbursed.
5. Facilities, Equipment, and Personnel. You agree to provide office
facilities, equipment and personnel for carrying out your duties hereunder at
your own expense except as specifically provided hereunder.
6. Non-Exclusive Agreement. It is agreed that your services are not to
be deemed exclusive and you shall be free to render similar or other services to
others.
7. Standard of Care and Liability (a) Neither DSA nor you, nor any
officers, directors, employees, agents, controlling persons, assigns or
directors of the Company shall be liable for any error of judgment or law, or
for any loss suffered by the Company or its shareholders in connection with the
matters to which this Agreement relates, except that no provision of this
Agreement shall be deemed to protect DSA or you against any liability to the
Company or its shareholders to which DSA or you might otherwise be subject by
reason of any willful misconduct, gross negligence, or actions taken in bad
faith in the discharge of your respective obligations and performance of your
respective duties under this Agreement.
(b) Notwithstanding Section 7(a) of this Agreement, DSA agrees to
indemnify and hold harmless you and any affiliated person (except the Company),
and each person, if any, who, within the meaning of Section 15 of the 1933 Act
controls ("Controlling Person") you (all of such persons being referred to as
"Sub-Adviser Indemnified Persons") against any and all losses, claims, damages,
liabilities (excluding salary charges of your employees, officers or partners),
or litigation (including legal and other) expenses to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, any other statute, common law or otherwise, arising out of DSA's
responsibilities to the Company which (1) may be based upon any untrue statement
or alleged untrue statement of a material fact supplied by or which is the
responsibility of DSA and contained in the Registration Statement or prospectus
or statement of additional information covering shares of the Fund, or any
amendment thereof or any supplement thereto, or the omission or alleged omission
or failure to state therein a material fact known or which should have been
known to DSA and was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon information furnished to DSA or the Company or to any person
affiliated with DSA by a Sub-Adviser Indemnified Person, in writing, for
inclusion in the Registration Statement or prospectus or statement of additional
information; or (2) may be based upon a failure by DSA to comply with, or a
breach of, any provision of this Agreement or any other agreement with the Fund;
or (3) may be based upon misfeasance or negligence by DSA in the discharge of
its duties and performance of its obligations under this Agreement or any other
agreement with the Fund; provided, however, that in no case shall the indemnity
in favor of the Sub-Adviser Indemnified Person be deemed to protect such person
against any liability to which any such person would otherwise be subject by
reason of any misfeasance or negligence in the discharge of its obligations and
the performance of its duties under this Agreement.
(c) Notwithstanding Section 7(a) of this Agreement, you agree to
indemnify and hold harmless DSA, any person affiliated with DSA (except the
Company), and each person, if any, who, within the meaning of the 1933 Act
controls ("Controlling Person") DSA (all of such persons being referred to as
"Adviser Indemnified Persons") against any and all losses, claims, damages,
liabilities (excluding salary charges of employees, officers or partners of
DSA), or litigation (including legal and other) expenses to which an Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, any other statute, common law or otherwise, arising out of your
responsibilities as a sub-investment adviser to the Fund which (1) may be based
upon any untrue statement or alleged untrue statement of a material fact
supplied by you for inclusion in the Registration Statement or prospectus or
statement of additional information covering shares of the Fund, or any
amendment thereof or any supplement thereto, or, with respect to a material fact
supplied by you for inclusion in the Registration Statement or prospectus or
statement
<PAGE>
of additional information, the omission or alleged omission or failure to state
therein a material fact known or which should have been known to you and was
required to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
information furnished to you, or the Company, or to any person affiliated with
you or the Company by an Adviser Indemnified Person; or (2) may be based upon a
failure by you to comply with, or a breach of, any provision of this Agreement
or any other agreement with the Fund; or (3) may be based upon misfeasance or
negligence by you in the discharge of your duties and performance of your
obligations under this Agreement or any other agreement with the Fund; provided,
however, that in no case shall the indemnity in favor of the Adviser Indemnified
Person be deemed to protect such person against any liability to which any such
person would otherwise be subject by reason of any misfeasance or negligence in
the discharge of its obligations and the performance of its duties under this
Agreement.
(d) Neither DSA nor you shall be liable under this Section with respect
to any claim made against an Indemnified Person unless such Indemnified Person
shall have notified the indemnifying party in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon such Indemnified Person (or such
Indemnified Person shall have received notice of such service on any designated
agent), but failure to notify the indemnifying party of any such claim shall not
relieve the indemnifying party from any liability which it may have to the
Indemnified Person against whom such action is brought otherwise than on account
of this section. In case any such action is brought against the Indemnified
Person, the indemnifying party will be entitled to participate, at its own
expense, in the defense thereof or, after notice to the Indemnified Person, to
assume the defense thereof, with counsel satisfactory to the Indemnified Person.
If the indemnifying party assumes the defense and the selection of counsel by
the indemnifying party to represent both the Indemnified Person and the
indemnifying party would result in a conflict of interest and would not, in the
reasonable judgment of the Indemnified Person, adequately represent the
interests of the Indemnified Person, the indemnifying party will, at its own
expense, assume the defense with counsel to the indemnifying party and, also at
its own expense, with separate counsel to the Indemnified Person which counsel
shall be satisfactory to the indemnifying party and the Indemnified Person. The
Indemnified Person will bear the fees and expenses of any additional counsel
retained by it, and the indemnifying party shall not be liable to the
Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Indemnified Person independently in connection with
the defense thereof other than reasonable costs of investigation. The
indemnifying party shall not have the right to compromise or settle the
litigation without the prior written consent of the Indemnified Person of the
compromise or settlement results, or may result, in a finding of wrongdoing on
the part of the Indemnified Person.
8. Compensation. DSA shall pay you a portion of the fee it receives
from the Company with respect to the Fund under the Investment Advisory
Agreement based upon the attached fee schedule, and shall reimburse expenses
expressly approved for reimbursement by DSA. You agree that neither the Company
nor the Fund is responsible or paying your sub-advisory fees. Payment for your
services and reimbursement of expenses approved by DSA shall be made monthly.
From time to time, with your express written approval, DSA may waive any part or
all of the fees due to it under the Investment Advisory Agreement for the period
specified in such writing. Such approval shall constitute a waiver by you of
your portion of the waived fees.
9. Effective Date. This Agreement shall become effective on the later
of _________________, 2000, or the first business day after the date this
Agreement is approved in accordance with the 1940 Act. Unless sooner terminated
as hereunder provided, it shall initially remain in effect for a period of two
years. Thereafter, subject to the termination provisions herein, this Agreement
shall continue in force from year to year thereafter, but only as long as such
continuance is specifically approved, at least annually, in the manner required
by the 1940 Act; provided, however, that if the continuation of this Agreement
is not approved, you may continue to serve in the manner and to the extent
permitted by the 1940 Act and the rules and regulations thereunder.
10. Termination. This Agreement shall automatically terminate
immediately in the event of its assignment (except as otherwise permitted by the
1940 Act or rules thereunder) or in the event of the termination of the
Investment Advisory Agreement. This Agreement may be terminated without penalty
at any time (a) upon sixty (60) days' written notice to you by DSA, or upon such
sixty (60) days' written notice to you by the Company pursuant to action by the
Board of Directors of the Company, or by the vote of a majority of the
outstanding voting securities of the Fund, or (b) upon sixty (60) or more days'
written notice by you to DSA and the Company. The terms "assignment" and "vote
of a majority of the outstanding voting securities" shall have the meaning set
forth in the 1940 Act and the
<PAGE>
rules and regulations thereunder. Termination of this Agreement shall not
affect your right to receive payments of the unpaid balance of the
compensation earned and reimbursable expenses incurred prior to such
termination.
11. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be thereby affected.
11. Choice of Law. This Agreement shall be construed according to the
laws of the State of New York. It may be executed in counterparts each of which
shall be deemed an original and all of which together shall constitute one and
the same agreement.
Yours very truly,
Davis Selected Advisers, L.P., by
Venture Advisers, Inc., General Partner
-------------------------------
Kenneth Eich, Chief Operating Officer
ACCEPTED AND APPROVED this _______ day of _________________, _______.
Fiduciary International, Inc.
By
----------------------------------------
<PAGE>
SUB-ADVISORY FEE SCHEDULE FOR
FIDUCIARY INTERNATINAL, INC.
A monthly fee as of the last day of each month in each year based upon the
average daily value of net assets during a month for which the monthly fee is
calculated as follows:
Value of Average Daily Net
Assets of the Total Return
Monthly Rate Fund During the Month
- ------------ ---------------------
1/12 of 0.50% of First $250 Million
1/12 of 0.45% of Next $250 Million
1/12 of 0.40% of Amount in excess of $500 Million
