Davis Series DEF 14ADefinitive proxy

October 4, 2024

Dear Fellow Shareholder:

I am writing to let you know that a special meeting of the shareholders of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc. (collectively, the “Funds” or the “Davis Funds”) will be held on November 29, 2024.

Davis Financial Portfolio

The purpose of the meeting is to vote on a proposal to consolidate the membership of the board of the Davis Funds with that of the Clipper Funds Trust (the “Clipper Fund”) and Selected American Shares Inc. and Selected International Fund, Inc. (the “Selected Funds”). The board consolidation is expected to benefit the Funds and their shareholders in the following ways.

The Davis Funds, the Clipper Fund, and the Selected Funds utilize the Davis Investment Discipline of seeking to buy growing companies at value prices and holding them for the long term. Thus, consolidation of the fund boards will eliminate overlap in reducing the combined number of Board meetings from eight meetings per year to four meetings per year. Aggregate Directors’ fees and expenses across all funds will be reduced and result in expense savings to all funds. This will also result in efficiencies to Davis Selected Advisers, L.P. (“Davis Advisors”) as well as service providers (such as outside auditors and Fund legal counsel) which attend some or all of these meetings.

Detailed information about the proposal is contained in the enclosed materials and Proxy Statement, which we invite you to review closely.

Whether or not you plan to attend the meeting in person, we need your vote regardless of how many shares you own. We realize that you lead a busy life and may be tempted to put aside this proxy information for another time, but by responding promptly, you will save the Funds the expense of additional follow-up mailings and solicitations. Please vote today.

To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage paid envelope included in this package. You may also vote your shares by telephone or through the Internet. If you have questions, please call us toll free at 1‑800‑279‑0279. We will be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.

Please read the full text of the Proxy Statement. Below is a brief overview of the proposal to be voted on. Your vote is important.

A. You are, or were as of the Record Date (September 30, 2024), a shareholder of Davis New York Venture Fund, Inc., Davis Series, Inc., or Davis Variable Account Fund, Inc. (collectively referred to herein as the “Davis Funds”). The proposal requires the approval of shareholders.

A. You are being asked to vote on the following proposal:

To elect members to the Board of Directors (collectively, the “Board”) to represent the interests of the holders of shares of the Davis Funds until the election and qualification of their successors.

The three Davis Fund entities currently share a board, while Clipper Funds Trust (the “Clipper Fund”) and Selected American Shares Inc. and Selected International Fund, Inc. (the “Selected Funds”) are currently overseen by a separate group of board members. The Davis Funds, the Clipper Fund, and the Selected Funds are advised by Davis Selected Advisers, L.P. (“Davis Advisors”).

A. The Davis Funds’ board and the Clipper Fund’s and the Selected Funds’ board separately determined to approve the alignment and consolidation of the membership of the boards so that all funds in these complexes are overseen by the same board members. Accordingly, the Davis Funds’ board has proposed the election of nine board members. Six of the nominees currently serve as the Davis Funds’ board members.

In connection with such board consolidation, six of the eight current Davis Funds’ board members are proposed to join the consolidated board.

The list of nominees is contained in the enclosed Proxy Statement.

The Davis Funds’ board has approved the Proposal and recommends that you vote “FOR” the Proposal.

A. The election of the nominees is part of the intended alignment and consolidation of the board of the Davis Funds with that of the Clipper Fund and the Selected Funds.

The Davis Funds’ board has approved the Proposal after evaluation of the potential benefits of aligning and consolidating the boards and considering the background, experience, skills, and other attributes of the nominees.

Please note that separate proxy statements are being sent to shareholders of the Clipper Fund and the Selected Funds, who are being asked to vote on the election of the same slate of nominees to the consolidated board of the respective funds.

A. The nominees either currently serve as Davis Funds’ board members, and/or Clipper Fund’s and Selected Funds’ board members. The election of the nominees is part of the intended alignment and consolidation of the membership of the board of the Davis Funds with membership of the board of the Clipper Fund and the Selected Funds. Davis Selected Advisers, L.P. serves as investment adviser to all of the aforementioned funds.

The benefits of the Proposal include the following:

The Davis Funds, the Clipper Fund, and the Selected Funds utilize the Davis Investment Discipline of seeking to buy growing companies at value prices and holding them for the long term. Thus, consolidation of the fund boards will eliminate overlap in reducing the combined number of Board meetings from eight meetings per year to four meetings per year. Aggregate Directors’ fees and expenses across all funds will be reduced and result in expense savings to all funds. This will also result in efficiencies to Davis Advisors as well as service providers (such as outside auditors and Fund legal counsel) which attend some or all of these meetings.

A. The board consolidation will not impact the Davis Funds’ investment strategies or increase their fees.

A. Each whole share of the Davis Funds you held as of the close of business on the Record Date (September 30, 2024) is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote.

A. You can vote your shares by mail, Internet, telephone, or by attending the Special Meeting in person. To vote by Internet (24 hours a day) please visit the website address that is listed on your proxy card and follow the on-screen instructions. To vote by telephone (24 hours a day) please call the toll-free number listed on the proxy card and follow the recorded instructions. When voting by Internet or by telephone, you will be required to enter the identifying number that appears on your proxy card(s). You can vote by mail by completing, signing, and dating the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. Proxy cards that are signed and dated, but not completed, will be voted “For” the board consolidation. If you need assistance, or have any questions regarding the proposal or how to vote your shares, please call 1‑800‑279‑0279. You can help reduce shareholder costs by voting promptly. Your vote is important regardless of the number of shares you own. Please take a few minutes to read the enclosed material and vote your shares.

A. When voting by Internet or telephone, you will be required to enter the identifying number that appears on your proxy card. If voting by mail, please complete, sign, and date the proxy card(s). When signing the proxy card(s):

Individual accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card.

Joint accounts: Either owner may sign but the name of the person signing should conform exactly to the name shown in the registration.

All other accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, “John Doe, Trustee.”

Notice is given that a joint meeting of shareholders (the “Special Meeting”) of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc. (the “Davis Funds”), Clipper Funds Trust (the “Clipper Fund”), and Selected American Shares Inc. and Selected International Fund, Inc. (the “Selected Funds”), will be held on November 29, 2024, at the offices of Davis Selected Advisers, L.P., 3600 E Hemisphere Loop, Tucson, Arizona 85706, at 8:30 a.m., Mountain Standard time, and at any adjournment or adjournments thereof, for the following purpose: Elect members to the Board of Directors to represent the interests of the holders of shares of the Davis Funds until the election and qualification of their successors.

By order of the Board of Directors of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc.

Secretary

You can help the Funds avoid the expense of further proxy solicitation by promptly voting your shares using one of three convenient methods: (a) by calling the toll-free number as described in the enclosed insert; (b) by accessing the Internet website as described in the enclosed insert; or (c) by signing, dating, and returning the proxy card(s) in the enclosed postage-paid envelope.

This Proxy Statement is being furnished to shareholders of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc. (collectively, the “Funds” or the “Davis Funds”) in connection with the solicitation of proxies by, and on behalf of, the Board of Directors for use at a Special Meeting of Shareholders of the Funds and at any adjournments thereof (each a “Special Meeting” or a “Meeting”). The Special Meeting of the Funds will be held on November 29, 2024, at 8:30 a.m. Mountain Standard time, at the offices of Davis Selected Advisers, L.P. (“Davis Advisors” or the “Adviser”), 3600 E Hemisphere Loop, Tucson, Arizona 85706.

As more fully described in this Proxy Statement, at the Special Meeting you will be asked to consider and vote upon the following proposal: Elect members to the Board of Directors to represent the interests of the holders of shares of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc. until the election and qualification of their successors.

Appendix A contains a list of the Funds.

The solicitation is being made primarily by the mailing of the Notice of Internet Availability of Proxy Materials and the distribution of this Proxy Statement and the accompanying proxy card on or about October 4, 2024. Supplementary solicitations may be made by mail, telephone, facsimile, electronic means, or by personal interview by representatives of the Funds. In addition, Broadridge may be paid on a per-call basis to solicit shareholders by telephone on behalf of the Funds. The Funds may also arrange to have votes recorded by telephone. Broadridge may be paid on a per-call basis for vote-by-phone solicitations on behalf of the Funds. The approximate anticipated total cost of these services is detailed in Appendix B. The estimated total cost for Broadridge for this proxy is $395,974.44. Robert Morgenthau (currently a Davis Funds director) and Lawrence Harris (currently a Selected Funds director and Clipper Fund trustee) will each receive severance payments in the amount of $125,000 and $89,250, respectively, in connection with stepping down from their respective roles. 50% of the Broadridge fees will be borne by the Davis Funds, the Clipper Fund, and the Selected Funds and 50% will be borne by the Adviser to the Funds (Davis Selected Advisers, L.P.).

Appendix A lists each Fund’s auditor and fiscal year end. The principal business address of Davis Selected Advisers, L.P., each Fund’s investment adviser, is 3600 E Hemisphere Loop, Tucson, Arizona 85706. Each Fund’s sub-adviser(s) and each sub-adviser’s principal business address are included in Appendix C. The principal business address of Davis Distributors, LLC, each Fund’s principal underwriter and distribution agent, is 3600 E Hemisphere Loop, Tucson, Arizona 85706.

If the enclosed proxy is executed and returned or an Internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by a Fund, by the execution of a later-dated proxy, by a Fund’s receipt of a subsequent valid Internet or telephonic vote, or by attending the Meeting and voting.

All proxies solicited by the Board that are properly executed and received by the Secretary prior to the Meeting and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy, it will be voted FOR the matters specified on the proxy. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.

One-third of each Fund’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the Meeting. If a quorum is not present at a Meeting, or if a quorum is present at a Meeting but sufficient votes to approve the proposed item are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to each item, unless directed to vote AGAINST an item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

Shares of each Fund and class, if applicable, issued and outstanding as of August 31, 2024, are indicated in Appendix D.

Information regarding record and/or beneficial ownership of each Fund and class, as applicable, is included in Appendix E.

Shareholders of record at the close of business on September 30, 2024, will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote per share owned and each fractional share is entitled to a proportionate fractional vote.

Proposal - Elect members to the Board of Directors to represent the interests of the holders of shares of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc. (collectively, the “Davis Funds”) until the election and qualification of their successors.

The Investment Company Act of 1940, as amended (the “1940 Act”) requires that immediately after filling any vacancy, at least two-thirds of a fund’s board members have been elected by its shareholders.

The board members of the Davis Funds are proposing to consolidate with the board of directors of two other fund groups managed by Davis Selected Advisers, L.P. (“Davis Advisors” or the “Adviser”), effective on January 1, 2025. The Proposal contains information relevant to the consideration of nominees for the consolidated board (the “Board”). Shareholders will be asked to vote at the Meeting to elect nine nominees listed below (“Nominees”) as Board members.

Each Nominee so elected will hold office until the Director’s death, resignation, reaching any mandatory retirement age set by the Directors, adjudicated incompetence or other incapacity to perform the duties of the office, or the removal of the Director. At a meeting of the Nominating Committee of the Funds on August 6, 2024, the Board approved the appointment of the nominees listed below as members of the Board subject to their election by the Funds’ shareholders. Thomas Gayner, Samuel Iapalucci, John Gates, Lara Vaughan, Christopher Davis, and Andrew Davis are currently Directors of the Davis Funds, and each has served in such capacity since 2004, 2006, 2007, 2021, 1997, and 1997, respectively. Nominees Katherine MacWilliams, Francisco Borges, Richard O’Brien*, Christopher Davis, and Andrew Davis are currently directors of Clipper/Selected Funds, which consists of three portfolios, managed by Davis Advisors. Nominees Katherine MacWilliams, Francisco Borges, and Richard O’Brien* are not currently serving as Directors of the Davis Funds and were nominated by the current Directors. Each Nominee has consented to being named in this Proxy Statement and has indicated their willingness to serve if elected.

As discussed below and in light of the Davis Funds’, the Clipper Fund’s, and the Selected Funds’ business and structure, the Board considered each nominee’s specific experience, qualifications, attributes, and skills in approving the appointment of such nominee.

Thomas Gayner has been a Director of the Davis Funds for 20 years and has been Chairman of the Board of Directors of the Davis Funds for 15 years. Mr. Gayner serves as CEO and Director of Markel Group (diversified financial holding company). Mr. Gayner also serves as a Director of Graham Holdings Company (educational and media company), Cable ONE Inc. (cable service provider), and The Coca-Cola Company (beverage company).

Samuel Iapalucci has been a Director of the Davis Funds for 18 years. He retired from his role as Executive Vice President and Chief Financial Officer of CH2M HILL Companies, Ltd. (engineering) in 2008.

John Gates has been a Director of the Davis Funds for 17 years. He also serves as Executive Chairman of TradeLane Properties LLC (industrial real estate company) and as Chairman and Chief Executive Officer of PortaeCo LLC (private investment company). Mr. Gates also serves as a Director of Miami Corp. (diversified investment company).

Lara Vaughan has been a Director of the Davis Funds for 3 years. She also serves as Chief Executive Officer and Chief Financial Officer of Parchman, Vaughan, & Company, L.L.C. (investment bank).

Christopher Davis has been a Director of the Davis Funds for 27 years and also serves as President or Vice President of each Davis Fund, Selected Fund, Clipper Fund, and Davis Fundamental ETF Trust, Chairman of Davis Selected Advisers, L.P. (the “Adviser”), and an executive officer of certain companies affiliated with the Adviser, including sole member of the Adviser’s general partner, Davis Investments, LLC. Mr. Davis also serves as a Director of the Selected Funds, Trustee of the Clipper Fund, the Lead Independent Director of Graham Holdings Co. (educational and media company), a Director of The Coca-Cola Company (beverage company), and a Director of Berkshire Hathaway Inc. (financial services). Mr. Christopher Davis is related to Mr. Andrew Davis.

Andrew Davis has been a Director of the Davis Funds for 27 years and also serves as President or Vice President of each Davis Fund, Selected Fund and Clipper Fund, President of Davis Selected Advisers, L.P. (the “Adviser”), and is an executive officer of certain companies affiliated with the Adviser. Mr. Davis also serves as a Director of the Selected Funds and a Trustee of the Clipper Fund. Mr. Andrew Davis is related to Mr. Christopher Davis.

Katherine MacWilliams has been a Trustee of the Clipper Fund for 10 years and a Director of the Selected Funds for 27 years. She is retired from her previous position as Chief Financial Officer of Caridian BCT Inc. (medical device company).

Francisco Borges has been a Trustee of the Clipper Fund for 10 years and a Director of the Selected Funds for 18 years. He also serves as Chairman and Head of Secondaries, Ares Management Corp. (global alternative investment manager), and was Chairman and Managing Partner of Landmark Partners, LLC (private equity firm) from 1999 until 2021. Mr. Borges also serves as Chairman and Trustee of John S. and James L. Knight Foundation, Chairman/Director of Assured Guaranty Ltd. (financial guaranty insurance business), Trustee of Millbrook School, and Director of Hartford Healthcare (healthcare network).

Richard O’Brien* has been a Trustee of the Clipper Fund for 10 years and a Director of the Selected Funds for 28 years. Mr. O’Brien is retired from his previous position as Corporate Economist at HP Inc.

Information about the Nominees, including their business addresses, ages, principal occupations during the past five years, and other current directorships of publicly traded companies or funds, are set forth in the tables below. All Nominees, except Christopher Davis and Andrew Davis, are considered “independent” as none is an “interested person” of the Funds as that term is defined in Section 2(a)(19) of the 1940 Act. Christopher Davis and Andrew Davis, who are brothers, are considered “interested persons” of the Funds because of their positions with the Adviser.

The Funds’ board supervises the business and management of the Funds. The board establishes the Fund policies and meets regularly to review the activities of the officers, who are responsible for day-to-day operations of the Funds, the Adviser, and certain other service providers. The board approves all significant agreements between the Funds and those companies that furnish services to the Funds. The board members are elected and serve until their successors are elected and qualified. The majority of the Funds’ current board members qualify as persons who are not “interested persons” under the 1940 Act (“Independent Directors”). In the event that all the nominees are added to the Board composition, 78% of the Funds’ Board would be comprised of Independent Directors. The Chairman, who is not an interested person of any of the Funds, presides at meetings of the board and may call meetings of the board and any board committee whenever he deems it necessary. The Chair may act as a liaison with the Funds’ management, officers, attorneys, and other board members generally between meetings. The Chair may perform such other functions as may be requested by the board from time to time. The board has designated a number of standing committees as further described below, each of which has a Chair. The board also may designate working groups or ad hoc committees as it deems appropriate. The board believes that this leadership structure is appropriate because it allows the board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of board members and the full board in a manner that enhances effective oversight. The board believes that having a majority of Independent Directors is appropriate and in the best interest of each Fund’s shareholders. The leadership structure of the board may be changed at any time and at the discretion of the board, including in response to changes in circumstances or the characteristics of the Funds.

As of August 31, 2024, the Nominees and the executive officers of the Davis Funds beneficially owned individually and collectively as a group approximately the following percentage of outstanding shares of the respective Funds (shown in the table below):

During the Funds’ respective fiscal year ends ended October 31, 2023, December 31, 2023, or July 31, 2024, the Davis Funds’ Board of Directors met four times. It is expected that the Board of Directors will meet at least quarterly at regularly scheduled meetings. Each incumbent Director attended at least 75% of the meetings of the Davis Funds held during the last fiscal year, including the meetings of the Davis Funds’ standing committees on which such Director was a member. Independent Directors of the Davis Funds receive an aggregate annual retainer of $125,000 from the Davis Funds for service on the Davis Funds’ board. In addition to the base annual retainer, the Audit Committee Chair receives an additional $3,600. Directors are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. At the completion of the board consolidation, total compensation for all Directors combined is expected to be $878,600.*As a result of consolidating the Board and reducing per Fund costs of the Board, it is anticipated that the costs of director compensation for each Fund will decrease. The Directors reevaluate compensation on an annual basis. The following table sets forth Director compensation for the fiscal year ending Funds’ respective fiscal year ends ended October 31, 2023, December 31, 2023, or July 31, 2024, (a list of each fund’s fiscal year end can be found in Appendix A).

Audit Committee. The Davis Funds have a separately designated Audit Committee, which is comprised entirely of Independent Directors (Marsha Williams, Chair; Samuel Iapalucci; Robert Morgenthau; and Lara Vaughan). The Audit Committee has a charter. The Audit Committee reviews financial statements and other audit-related matters for the Davis Funds. The Audit Committee also holds discussions with management and with the Independent Accountants concerning the scope of the audit and the auditor’s independence. The Audit Committee meets as often as deemed appropriate by the Audit Committee. Appendix G sets forth the number of committee meetings held during each Fund’s last fiscal year.

The Board of Directors has determined that Marsha Williams* is the Funds’ Independent Audit Committee Financial Expert pursuant to Section 407 of the Sarbanes-Oxley Act and as defined by Item 3 of Form N-CSR of the 1940 Act. In their deliberations, the Board of Directors considered Ms. Williams’ (i) professional experience; (ii) independence as defined in Item 3 of Form N-CSR; and (iii) integrity and absence of disciplinary history.

Nominating Committee. The Davis Funds have a Nominating Committee, which is comprised entirely of Independent Directors (Thomas Gayner, Chair; and Marsha Williams). The Fund Board has adopted a written Nominating Committee Charter, as shown in Exhibit 1. Appendix G sets forth the number of committee meetings held during each Fund’s last fiscal year.

Brokerage Committee. The Davis Funds have a Brokerage Committee, which is comprised entirely of Independent Directors (John Gates Jr., Chair; and Thomas Gayner), which meets as often as deemed appropriate by the Brokerage Committee. Appendix G sets forth the number of committee meetings held during each Fund’s last fiscal year.

Officers of the Davis Funds are elected by the board to oversee the day-to-day activities of the Funds. The following persons are currently executive officers of the Davis Funds.

The firm of KPMG LLP (“KPMG”) has been selected as the Independent Registered Public Accounting Firm of the Davis Funds for each Fund’s respective fiscal year ending December 31, 2024, July 31, 2025, or October 31, 2025, and has acted in the same capacity for the fiscal years ending December 31, 2023, July 31, 2024, or October 31, 2024, as applicable. The Funds’ Annual Reports for 2023 and 2024, as applicable, are publicly available. The Audit Committee and board of each Fund Complex have selected KPMG to serve as auditors of the Fund Complexes. Representatives of KPMG are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.

KPMG has confirmed to the Audit Committee of the Davis Funds that it is an independent auditing firm with respect to the Funds.

Appendix J presents fees billed by KPMG LLP in each of the last two fiscal years for services rendered to the Funds.

Appendix K presents fees billed by KPMG LLP that were required to be approved by the Funds’ Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fund Service Providers.

Appendix L presents the aggregate non-audit fees billed by KPMG LLP for services rendered to the Funds and any Fund Service Provider for each of the last two fiscal years of the Funds.

The Davis Funds’ Audit Committee Charter requires pre-approval by the Audit Committee of all audit and permissible non-audit services to be provided to the Davis Funds by KPMG, including fees. KPMG did not provide any services to Davis Selected Advisers, L.P., the Davis Funds’ investment adviser, for the 2022 or 2023 fiscal years.

This Proxy Statement is being provided in connection with the solicitation of proxies by the Board of Directors of Davis New York Venture Fund, Inc., Davis Series, Inc., and Davis Variable Account Fund, Inc. (collectively, the “Davis Funds”), to solicit your vote for the election of new Board members of the Davis Funds. The Special Meeting will be held at the offices of Davis Selected Advisers, L.P., 3600 E Hemisphere Loop, Tucson, Arizona 85706, on November 29, 2024, at 8:30 a.m. Mountain Standard time.

You may vote in one of four ways:

PLEASE NOTE THAT, TO VOTE VIA THE INTERNET OR TELEPHONE, YOU WILL NEED THE “CONTROL NUMBER” THAT APPEARS ON YOUR PROXY BALLOT.

You may revoke a proxy once it is given. If you want to revoke a proxy, you must submit a subsequent proxy or a written notice of revocation to the Davis Funds. You may also give written notice of revocation in person at the Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, FOR each proposal.

Only shareholders of record on September 30, 2024, (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting or at any adjournment thereof. Shares of each fund and class, if applicable, issued and outstanding as of August 31, 2024, are indicated in Appendix D. Each whole share of the Davis Funds held as of the close of business on the Record Date is entitled to one vote and each fractional share is entitled to a proportionate fractional vote at the Davis Funds’ Special Meeting.

Election of a Director requires the vote of a plurality of shares of the Davis Funds voted in person or by proxy at the Meeting.

If a quorum of a Davis Fund is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal described in this Proxy Statement with respect to a Davis Fund are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting for the Davis Funds to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Davis Funds may be transacted at any such adjourned session(s) at which a quorum is present. The Davis Funds’ Special Meeting may be adjourned from time to time by a majority of the votes of the Davis Funds properly cast upon the question of adjourning the Special Meeting to another date and time, whether or not a quorum is present, and the Special Meeting may be held as adjourned without further notice. The persons named in the proxy will vote in favor of such adjournment those shares that they are entitled to vote in favor of the proposal if such adjournment is necessary to obtain a quorum or to obtain a favorable vote on the proposal. The persons named in the proxy will vote against adjournment those shares that they are entitled to vote if the shareholder proxies instruct the persons named in the proxy to vote against the proposal. The votes may be counted and proposals approved at a Special Meeting for the Davis Funds, including a meeting after adjournment.

All proxies voted, including abstentions and broker non-votes (shares held by brokers or nominees where the underlying holder has not voted and the broker does not have discretionary authority to vote the shares), will be counted toward establishing a quorum. In addition, under the rules of the New York Stock Exchange, if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, such shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of the Special Meeting).

Abstentions and broker non-votes will be treated as shares voted against the proposal. Treating broker non-votes as votes against the proposal can have the effect of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting instructions to their brokers or nominees. In order to prevent this result, the Davis Funds may request that selected brokers or nominees refrain from returning proxies on behalf of shares for which voting instructions have not been received from beneficial owners or persons entitled to vote. The Davis Funds may also request that selected brokers or nominees return proxies on behalf of shares for which voting instructions have not been received if doing so is necessary to obtain a quorum.

Approval of the proposal will occur only if a sufficient number of votes are cast “FOR” the proposal.

Lists of Funds, Fund auditors, and most recent fiscal year ends.

Estimated aggregate costs for services to be provided by Broadridge are stated below.

The estimated total cost for Broadridge for this proxy is $395,974.44 for the Fund Complex. Robert Morgenthau (currently a Davis Funds director) and Lawrence Harris (currently a Selected Funds director and Clipper Fund trustee) will each receive severance payments in the amount of $125,000 and $89,250 respectively, in connection with stepping down from their respective roles.

50% of the Broadridge fees will be borne by the Funds and 50% will be borne by the Adviser to the Funds (Davis Selected Advisers, L.P.).

Each Fund’s sub-adviser(s) and each sub-adviser’s principal business address are listed below.

Information regarding the number of shares of each Fund and class, as applicable, of each Fund issued and outstanding is provided below.

To the knowledge of the Funds, substantial (5% or more) record and/or beneficial ownership of each Fund or class on August 31, 2024, was as follows:

The following chart lists the lengths of service of each current Board member of each Fund.

The following table provides the number of meetings the Board and each standing committee held during each of the fiscal year ends listed in the table. See Appendix A for each Fund’s fiscal year end.

Information regarding nominee and Director ownership of Fund shares as of August 31, 2024, is provided below.

The following table sets forth information describing the compensation of each Director for his or her services, for each Fund’s fiscal year end.

Fees billed by KPMG LLP in each of the last two fiscal years for services rendered to each Fund are shown in the table below.

Fees billed by KPMG LLP that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each Fund are shown in the table below.

Aggregate non-audit fees billed by KPMG LLP for services rendered to the Funds and any Fund Service Provider for each of the last two fiscal years of the Funds are shown below.

(Including Prospectus, Annual Report, Semi-Annual Report, and Statement of Additional Information)

By Telephone. Call the Davis Funds toll-free at 1‑800‑279‑0279, Monday through Friday, from 9 a.m. to 6 p.m. Eastern time. You may also call this number for account inquiries.

By Mail. Write to the Davis Funds c/o State Street Bank and Trust Company, P.O. Box 219197, Kansas City, MO 64121.

On the Internet. www.davisfunds.com.

The Davis Funds are subject to the informational requirements of the Exchange Act and, in accordance therewith, file reports and other information with the Securities and Exchange Commission.

Shareholder reports, proxy statements, registration statements, and other information filed by the Davis Funds may be inspected without charge and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, DC 20549.

The Board of Directors of the Davis Funds knows of no other business to be brought before the Special Meeting. If any other matters come before the Davis Funds’ Special Meeting, the Board of Directors of the Davis Funds intends that proxies that do not contain specific restrictions to the contrary will be voted on those matters in accordance with the judgment of the persons named in the enclosed form of proxy.

The Davis Funds are not required and does not intend to hold annual or other periodic meetings of shareholders except as required by the 1940 Act. By observing this policy, the Davis Funds seek to avoid the expenses customarily incurred in the preparation of proxy materials and the holding of shareholder meetings, as well as the related expenditure of staff time.

As permitted by law, only one copy of this Proxy Statement may be delivered to shareholders of the Davis Funds who reside at the same address, unless such shareholders have notified the Davis Funds of their desire to receive multiple copies of the shareholder reports and proxy statements that the Davis Funds sends. If you would like to receive an additional copy, please contact the Davis Funds by writing to the Davis Funds’ address or by calling the telephone number shown on the front page of this Proxy Statement. The Davis Funds will then promptly deliver, upon request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Davis Funds’ shareholder reports and proxy statements in the future, and shareholders sharing an address who wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.

Greenberg Traurig, LLP serves as counsel to the Davis Funds and their Independent Directors.

Dated: October 4, 2024

The Proxy Statement is available on the Internet at davisfunds.com. For a free copy of the Davis Funds’ annual and/or semiannual reports, call the Davis Funds at 1‑800‑279‑0279, visit the Davis Fund’s web site at www.davisfunds.com, or write to the Davis Funds c/o State Street Bank and Trust Company, P.O. Box 219197, Kansas City, MO 64121.

Available 24 hours.

Available 24 hours.

Vote, sign, and date your Proxy Card and return in the postage-paid return envelope. Please ensure the address below shows through the window of the envelope provided.

Tucson, AZ 85706