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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 205410
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FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
REGISTRATION NO. 33-86578
POST-EFFECTIVE AMENDMENT NO. 13
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-8870
AMENDMENT NO. 14
DAVIS INTERNATIONAL SERIES, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
(1-505-820-3000)
Agents For Service: Thomas D. Tays, Esq.
Davis Selected Advisers, L.P.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
1-505-820-3055
-or-
Sheldon R. Stein, Esq.
D'Ancona & Pflaum
111 East Wacker Drive
Suite 2800
Chicago IL 60601-4205
(1-312-602-2014)
It is proposed that this filing will become effective:
---- Immediately upon filing pursuant to paragraph (b)
---- On ____________, pursuant to paragraph (b)
---- 60 days after filing pursuant to paragraph (a)(1)
---- On March 1, 2000, pursuant to paragraph (a)(1) of Rule 485
---- 75 days after filing pursuant to paragraph (a)(2)
---- On ____________, pursuant to paragraph (a)(2) of Rule 485
RULE 461 REQUEST FOR ACCELERATION: Attached to this Cover Page is a transmittal
letter in which the Registrant and the Principal Underwriter request accelerated
effectiveness to March 1, 2000.
Title of Securities being Registered: Common Stock of:
DAVIS INTERNATIONAL TOTAL RETURN FUND
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FORM N-1A
DAVIS INTERNATIONAL TOTAL RETURN FUND
AN AUTHORIZED PORTFOLIO OF
DAVIS INTERNATIONAL SERIES, INC.
CLASS A, CLASS B CLASS C AND CLASS Y SHARES
POST-EFFECTIVE AMENDMENT NO. 13 TO REGISTRATION
STATEMENT NO. 33-86578 UNDER THE SECURITIES ACT OF 1933
AND AMENDMENT NO. 14 UNDER THE INVESTMENT COMPANY ACT
OF 1940 TO REGISTRATION STATEMENT NO. 811-8870.
CROSS REFERENCE SHEET
N-1A
ITEM NO. PARTS A AND B CAPTION OR PLACEMENT:
Parts A and B of Form N-1A incorporated by Reference from Form N-1A filed
on Edgar 02/28/00.
Part C and exhibits are included herein
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FORM N-1A
DAVIS INTERNATONAL SERIES, INC.
POST-EFFECTIVE AMENDMENT NO. 13 UNDER THE SECURITIES ACT OF 1933
REGISTRATION STATEMENT NO. 33-86578
AND
AMENDMENT NO. 14 UNDER THE INVESTMENT COMPANY ACT OF 1940
REGISTRATION NO. 811-8870
PART C
OTHER INFORMATION
Item 23. Exhibits:
All Exhibits included by incorporation were filed under Securities Act
Registrant Statement Number 33-86578
(a)(1) Articles of Incorporation. Articles of Incorporation.
Incorporated by reference to exhibit 1 of Registrant's
Post-Effective Amendment filed on Edgar 02/01/96.
(a)(2) Articles Supplementary to Articles of Incorporation. Increasing
authorized shares. Incorporated by reference to exhibit 1(b) of
Registrant's Post-Effective Amendment filed on Edgar 08/18/97.
(a)(3) Articles Supplementary to Articles of Incorporation,
designating the Davis International Growth Fund. Incorporated
by reference to exhibit (a)(3) of Registrant's Post-Effective
Amendment filed on Edgar 10/16/98.
(b) By-laws. Amended and Restated Bylaws (as of 10/06/98).
Incorporated by reference to exhibit 23(b) of Registrant's
Post-Effective Amendment filed on Edgar 01/29/99.
(c) Instruments Defining Rights of Security Holders. Not
applicable.
(d)(1) Investment Advisory Contracts. Agreement with Davis Selected
Advisers. Incorporated by reference to exhibit 5(a) of
Registrant's Post-Effective Amendment filed on Edgar 02/01/96.
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(d)(2) Sub-Advisory Agreement with Davis Selected Advisers-NY, Inc.
Incorporated by reference to exhibit (5)(c) of Registrant's
Post-Effective Amendment filed on Edgar 01/31/97.
(d)(3) Sub-Advisory Agreement with Fiduciary International, Inc.
Incorporated by reference to exhibit (d)(3) of Registrants
Post-Effective Amendment filed on Edgar 02/28/00
(e)(1) Underwriting Contracts. Distributor's Agreement. Incorporated
by reference to exhibit 6 of Registrant's Post-Effective
Amendment filed on Edgar 02/01/96.
(e)(2) Transfer and Assumption Agreement to the Underwriting Contract
(Transfer from DSA to DD-LLC). Incorporated by reference to
exhibit No. 6(b) of Registrant's Post-Effective Amendment filed
on Edgar 08/18/97.
(f) Bonus or Profit Sharing Contracts. Not applicable.
(g) Custodian Agreement. Custodian Agreement with State Street
Bank. Incorporated by reference to exhibit (g) of Registrants
Post-Effective Amendment filed on Edgar 02/28/00
(h) Other Material Contracts. Transfer Agency and Service Agreement
with State Street Bank. Incorporated by reference to exhibit
(h) of Registrants Post-Effective Amendment filed on Edgar
02/28/00
(i)* Legal Opinion. Opinion and Consent of Counsel, (D'Ancona &
Pflaum).
(j)* Other Opinions. Consent of Auditors. KPMG, LLP.
(k) Omitted Financial Statements. Not Applicable.
(l) Initial Capital Agreements. Not Applicable
(m)(1) Rule 12b-1 Plan. Distribution Plan for Class A shares, as
amended, incorporated by reference to exhibit 15(a) of
Registrant's Post-Effective Amendment filed on Edgar 08/18/97.
(m)(2) Distribution Plan for Class B shares, incorporated by reference
to Exhibit 15(b) of Registrant's Post-Effective Amendment filed
on Edgar 02/01/96.
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(m)(3) Distribution Plan for Class C shares, incorporated by reference
to exhibit 15(c) of Registrant's Post-Effective Amendment filed
on Edgar 08/18/97.
(n) Rule 18f-3 Plan. Plan pursuant to Rule 18f-3, as amended,
incorporated by reference to exhibit 18(a) of Registrant's
Post-Effective Amendment filed on Edgar 08/18/97.
(o) Reserved
(p) Code of Ethics. Code of Ethics. Incorporated by reference to
exhibit (p) of Registrants Post-Effective Amendment filed on
Edgar 02/28/00
(q) Other Exhibit. Powers of Attorney of the Registrant, Officers
and Board of Directors appointing Sheldon Stein and Arthur Don
as attorneys-in-fact. Incorporated by reference to exhibit
23(p) of Registrant's Post-Effective Amendment filed on Edgar
12/01/98
* Filed Herein
Item 24. Persons Controlled by or Under Common Control With Registrant
Members of the Davis family and entities which they control may
exercise in excess of 25% of the Fund's outstanding voting power. The principal
shareholders are listed in response to Item 17 of the Statement of Additional
Information.
Item 25. 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
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to be deliberate, dishonest, malicious or fraudulent or to constitute willful
misfeasance, bad faith, gross negligence or reckless disregard of their duties
in respect to any registered investment company. This coverage is incidental to
a general policy carried by the Registrant's adviser.
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 26. Business and Other Connections of Investment Adviser
Davis Selected Advisers, L.P. ("DSA") and subsidiary companies
comprise a financial services organization whose business consists primarily of
providing investment management services as the investment adviser and manager
for investment companies registered under the Investment Company Act of 1940,
unregistered off-shore investment companies, and as an investment adviser to
institutional and individual accounts. DSA also serves as sub-investment adviser
to other investment companies. Davis Distributors, L.L.C., a wholly-owned
subsidiary of DSA, is a registered broker-dealer. Davis Selected Advisers - NY,
Inc., another wholly-owned subsidiary, provides investment management services
to various registered and unregistered investment companies, pension plans,
institutions and individuals.
Other business of a substantial nature that directors or officers of DSA are or
have been engaged in the last two years:
SHELBY M.C. DAVIS, 4135 North Steers Head Road, Jackson Hole, WY 83001.
Director, Chairman and Chief Executive Officer, Venture Advisers, Inc.;
Director, Davis Selected Advisers-NY, Inc.; Employee of Capital Ideas, Inc.
(financial consulting firm); Consultant to Fiduciary Trust Company
International; Director, Shelby Cullom Davis Financial Consultants, Inc.
ANDREW A. DAVIS, 124 East Marcy Street, Santa Fe, NM 87501. Director and
President, Venture Advisers, Inc.; Director and Vice President, Davis Selected
Advisers-NY, Inc.; Consultant to Capital Ideas, a private financial consultant.
CHRISTOPHER C. DAVIS, 609 Fifth Ave, New York, NY 10017. Vice Chairman, Venture
Advisers, Inc.; Director, Chairman, Chief Executive Officer, Davis Selected
Advisers-NY, Inc.; Chairman and Director, Shelby Cullom Davis Financial
Consultants, Inc.; employee of Shelby Cullom Davis & Co., a registered
broker/dealer; Director, Rosenwald, Roditi and Company, Ltd., an offshore
investment management company.
KENNETH C. EICH, 2949 East Elvira Road, Suite 101Tucson, Arizona 85706. Chief
Operating Officer, Venture Advisers, Inc.; Vice President, Davis Selected
Advisers-NY, Inc.; President, Davis Distributors, L.L.C. Former President and
Chief Executive Officer of First of Michigan Corporation. Former Executive Vice
President and Chief Financial Officer of Oppenheimer Management Corporation.
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GARY TYC, 2949 East Elvira Road, Suite 101Tucson, Arizona 85706. Vice President,
Chief Financial Officer Treasurer, and Assistant Secretary of Venture Advisers,
Inc.; Vice President, Treasurer, & Assistant Secretary of Davis Selected
Advisers - NY, Inc.; Vice President, Treasurer, & Assistant Secretary of Davis
Distributors, L.L.C. Former Vice President of Oppenheimer Management
Corporation.
THOMAS D. TAYS, 2949 East Elvira Road, Suite 101Tucson, Arizona 85706. Vice
President and Secretary, Venture Advisers, Inc., Davis Selected Advisers-NY,
Inc., and Davis Distributors, L.L.C. Former Vice President and Special Counsel
of U.S. Global Investors, Inc.
Item 27. Principal Underwriter
(a) Davis Distributors, LLC, a wholly owned subsidiary of the Adviser,
located at 2949 East Elvira Road, Suite 101Tucson, Arizona 85706, is the
principal underwriter for the Registrant and also acts as principal underwriter
for Davis New York Venture Fund, Inc., Davis Tax-Free High Income Fund, Inc.,
Davis Intermediate Investment Grade Bond Fund, Inc., Davis Series, Inc.,
Selected American Shares, Inc., Selected Special Shares, Inc. and Selected
Capital Preservation Trust.
(b) Management of the Principal Underwriters:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES WITH POSITIONS AND OFFICES
BUSINESS ADDRESS UNDERWRITER WITH REGISTRANT
- ---------------- ----------- ---------------
<S> <C> <C>
Kenneth C. Eich President Vice President
2949 East Elvira Road, Suite
101Tucson, Arizona 85706
Gary P. Tyc Vice President, Treasurer and None
2949 East Elvira Road, Suite Assistant Secretary
101Tucson, Arizona 85706
Thomas D. Tays Vice President and Secretary Vice President and Secretary
2949 East Elvira Road, Suite
101Tucson, Arizona 85706
</TABLE>
(c) Not applicable.
Item 28. Location of Accounts and Records
Accounts and records are maintained at the offices of Davis Selected
Advisers-NY, Inc., 124 East Marcy Street, Santa Fe, New Mexico 87501, after
April 1, 2000 they will be maintained at the offices of Davis Selected Advisers,
L.P., 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706, and at the
offices of the Registrant's custodian, State Street Bank and Trust Company, One
Heritage Drive, North Quincy, Massachusetts 02107, and the Registrant's transfer
agent State Street Bank and Trust, c/o Service Agent, BFDS, Two Heritage Drive,
7th Floor, North Quincy, Massachusetts 02107.
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Item 29. Management Services
Not applicable
Item 30. Undertakings
Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders upon
request and without charge.
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DAVIS INTERNATIONAL SERIES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the 1st day of
March, 2000.
DAVIS INTERNATIONAL SERIES, INC.
*By: /s/ Sheldon Stein
---------------------------------
Sheldon 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 indicated.
Signature Title Date
--------- ----- ----
Shelby M.C. Davis* President, Chief Executive Officer March 1, 2000
- ------------------
Shelby M.C. Davis
Sharra L. Reed* Principal Financial Officer March 1, 2000
- --------------- and Treasurer
Sharra L. Reed
*By: /s/ Sheldon Stein
---------------------------------
Sheldon Stein
Attorney-in-Fact
*Sheldon Stein signs this document on behalf of the Registrant and each of the
foregoing officers pursuant to the powers of attorney filed as Exhibit 23(p) of
Registrant's Post-Effective Amendment filed on Edgar 12/01/98
/s/ Sheldon Stein
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Sheldon Stein
Attorney-in-Fact
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DAVIS INTERNATONAL SERIES, INC.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on March 1, 2000 by the following persons
in the capacities indicated.
Signature Title
--------- -----
Jeremy H. Biggs* Director
- ----------------
Jeremy H. Biggs
Christopher C. Davis* Director
- ---------------------
Christopher C. Davis
G. Bernard Hamilton* Director
- --------------------
G. Bernard Hamilton
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 Stein signs this document on behalf of the Registrant and each of the
foregoing officers pursuant to the powers of attorney filed as Exhibit 23(p) of
Registrant's Post-Effective Amendment filed on Edgar 12/01/98
/s/ Sheldon Stein
-------------------------
Sheldon Stein
Attorney-in-Fact
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EXHIBIT LIST
(i) Opinion and Consent of Counsel, (D'Ancona & Pflaum LLC).
(j) Consent of Auditors. KPMG, LLP.
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EXHIBIT
ITEM 23(i)
[LETTERHEAD OF D'ANCONA & PFLAUM]
February 24, 2000
Davis International Total Return Fund, Inc.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
Ladies and Gentlemen:
We have acted as counsel for Davis International Total Return Fund,
Inc. (the "Company") in connection with the registration under the Securities
Act of 1933 (the "Act") of an indefinite number of shares of beneficial interest
in the series of the Company designated as Davis International Total Return Fund
(the "Shares") in registration statement No. 33-86578 on Form N-1A (the
"Registration Statement").
In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the Articles of Incorporation and bylaws
of the Company, actions of the Board of Directors authorizing the issuance of
Shares and the Registration Statement.
Based on the foregoing examination, we are of the opinion that upon the
issuance and delivery of the Shares in accordance with the Articles of
Incorporation and the actions of the Board of Directors authorizing the issuance
of the Shares, and the receipt by the Company of the authorized consideration
therefor, the Shares so issued will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under section 7 of the Act.
Very truly yours,
D'Ancona & Pflaum
By
--------------------------------------
Sheldon R. Stein, Partner
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EXHIBIT
ITEM 23(j)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Davis International Series, Inc.
We consent to the use of our report dated November 5, 1999 incorporated by
reference in this Registration Statement of Davis International Total Return
Fund, an authorized series of Davis International Series, Inc. and to the
references to our firm under the headings "Financial Highlights" in the
Prospectuses for Davis International Total Return Fund Class A, Class B and
Class C and for Class Y shares and "Auditors" in the Statement of Additional
Information.
/s/ KPMG LLP
---------------------------
/s/ KPMG LLP
Denver, Colorado
February 24, 2000
