DAVIS GLOBAL FUND
NOTES TO FINANCIAL STATEMENTS – (Continued)
April 30, 2008 (Unaudited)
NOTE 2 – PURCHASES AND SALES OF SECURITIES
Purchases and sales of investment securities (excluding short-term securities) for the six months ended April 30, 2008 were $45,948,964 and $1,487,098, respectively.
NOTE 3 – INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
Advisory fees are paid monthly to the Adviser at the annual rate of 0.75% of the average net assets for the first $250 million, 0.65% of the average net assets on the next $250 million, and 0.55% of the average net assets in excess of $500 million. Advisory fees paid during the six months ended April 30, 2008 approximated 0.75% (annualized) of average net assets.
Boston Financial Data Services, Inc. (“BFDS”) is the Fund’s primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee for these services for the six months ended April 30, 2008 amounted to $4,749. State Street Bank and Trust Company (“State Street Bank”) is the Fund’s primary accounting provider. Fees for such services are included in the custodian fee as State Street Bank also serves as the Fund’s custodian. The Adviser is paid for certain accounting services. The fee for the six months ended April 30, 2008 amounted to $3,000. The Adviser is contractually committed to waive fees and/or reimburse the Fund’s expenses to the extent necessary to cap total annual Fund operating expenses (Class A shares, 1.30%; Class B shares, 2.30%; Class C shares, 2.30%; Class Y shares, 1.05%). During the six months ended April 30, 2008, such reimbursements amounted to $1,100, $500, and $2,300 for Class A, B, and Y, respectively. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser.
Davis Selected Advisers-NY, Inc. (“DSA-NY”), a wholly owned subsidiary of the Adviser, acts as sub-adviser to the Fund. DSA-NY performs research and portfolio management services for the Fund under a Sub-Advisory Agreement with the Adviser. The Fund pays no fees directly to DSA-NY.
NOTE 4 – DISTRIBUTION AND UNDERWRITING FEES
CLASS A SHARES
Class A shares of the Fund are sold at net asset value plus a sales charge and are redeemed at net asset value.
During the six months ended April 30, 2008, Davis Distributors, LLC, the Fund’s Underwriter (the “Underwriter” or “Distributor”) received $206,684 from commissions earned on sales of Class A shares of the Fund, of which $32,091 was retained by the Underwriter and the remaining $174,593 was reallowed to investment dealers. The Underwriter paid the costs of prospectuses in excess of those required to be filed as part of the Fund’s registration statement, sales literature, and other expenses assumed or incurred by it in connection with such sales.
The Underwriter is reimbursed for amounts paid to dealers as a service fee or commissions with respect to Class A shares sold by dealers, which remain outstanding during the period. The service fee is paid at an annual rate up to 1/4 of 1.00% of the average net assets maintained by the responsible dealers. The service fee for Class A shares of the Fund for the six months ended April 30, 2008 was $44,818.
20
DAVIS GLOBAL FUND
NOTES TO FINANCIAL STATEMENTS – (Continued)
April 30, 2008 (Unaudited)
NOTE 4 – DISTRIBUTION AND UNDERWRITING FEES – (Continued)
CLASS B SHARES
Class B shares of the Fund are sold at net asset value and are redeemed at net asset value less a contingent deferred sales charge if redeemed within six years of purchase.
The Fund pays a distribution fee to reimburse the Distributor for commission advances on the sale of the Fund’s Class B shares. Payments under the Class B Distribution Plan are limited to an annual rate of equal to the lesser of 1.25% of the average daily net asset value of the Class B shares or the maximum amount provided by applicable rule or regulation of the Financial Industry Regulatory Authority, (“FINRA”), which currently is 1.00%. Therefore, the effective rate of the Class B Distribution Plan is currently 1.00%, of which 0.75% may be used to pay distribution expenses and 0.25% may be used to pay shareholder service fees. The FINRA rule also limits the aggregate amount the Fund may pay for distribution to 6.25% of gross Fund sales since inception of the Distribution plan, plus interest at 1.00% over the prime rate on unpaid amounts. The Distributor intends to seek full payment (plus interest at prime plus 1.00%) of distribution charges that exceed the 1.00% annual limit in some future period or periods when the plan limits have not been reached.
During the six months ended April 30, 2008, Class B shares of the Fund made distribution plan payments, which included distribution fees of $23,384 and service fees of $7,744.
Commission advances by the Distributor during the six months ended April 30, 2008 on the sale of Class B shares of the Fund amounted to $27,254, all of which was re-allowed to qualified selling dealers.
The Distributor intends to seek payment from Class B shares of the Fund in the amount of $51,779 representing 6.25% of gross Fund sales of Class B shares, plus interest, reduced by cumulative distribution fees paid by the Fund and cumulative contingent deferred sales charges paid by redeeming shareholders. The Fund has no contractual obligation to pay any such distribution charges and the amount, if any, timing and condition of such payment are solely within the discretion of the Directors who are not interested persons of the Fund or the Distributor.
A contingent deferred sales charge is imposed upon redemption of certain Class B shares of the Fund within six years of the original purchase. The charge is a declining percentage starting at 4.00% of the lesser of net asset value of the shares redeemed or the total cost of such shares. During the six months ended April 30, 2008, the Distributor received $3,700 in contingent deferred sales charges from Class B shares of the Fund.
CLASS C SHARES
Class C shares of the Fund are sold at net asset value and are redeemed at net asset value less a contingent deferred sales charge of 1.00% if redeemed within one year of purchase.
The Fund pays a distribution fee to reimburse the Distributor for commission advances on the sale of the Fund’s Class C shares. Payments under the Class C Distribution Plan are limited to an annual rate of equal to the lesser of 1.25% of the average daily net asset value of the Class C shares or the maximum amount provided by applicable rule or regulation of the FINRA, which currently is 1.00%. Therefore, the effective rate of the Class C Distribution Plan is currently 1.00%, of which 0.75% may be used to pay distribution expenses and 0.25% may be used to pay shareholder service fees. Class C shares are subject to the same 6.25% and 1.00% limitations applicable to the Class B Distribution Plan.
21
DAVIS GLOBAL FUND
NOTES TO FINANCIAL STATEMENTS – (Continued)
April 30, 2008 (Unaudited)
NOTE 4 – DISTRIBUTION AND UNDERWRITING FEES – (Continued)
CLASS C SHARES – (Continued)
During the six months ended April 30, 2008, Class C shares of the Fund made distribution plan payments, which included distribution fees of $75,951 and service fees of $25,317.
Commission advances by the Distributor during the six months ended April 30, 2008, on the sale of Class C shares of the Fund amounted to $45,933, all of which was re-allowed to qualified selling dealers.
The Distributor intends to seek payment from Class C shares of the Fund in the amount of $1,058,048 representing 6.25% of gross Fund sales of Class C shares, plus interest, reduced by cumulative distribution fees paid by the Fund and the cumulative contingent deferred sales charges paid by redeeming shareholders. The Fund has no contractual obligation to pay any such distribution charges and the amount, if any, timing and condition of such payment are solely within the discretion of the Directors who are not interested persons of the Fund or the Distributor.
A contingent deferred sales charge of 1.00% is imposed upon the redemption of certain Class C shares of the Fund within the first year of the original purchase. During the six months ended April 30, 2008, the Distributor received $2,806 in contingent deferred sales charges from Class C shares of the Fund.
NOTE 5 – CAPITAL STOCK
At April 30, 2008, there were 3,500,000,000 shares of capital stock ($0.05 par value per share) authorized, 175,000,000 of which are classified as Davis Global Fund. Transactions in capital stock were as follows:
Class A | | | | |
| Six months ended | | | |
| April 30, 2008 (Unaudited) | | Year ended October 31, 2007 | |
| Shares | | Amount | | Shares | | | Amount | |
Shares sold | 1,390,974 | | $ | 22,672,141 | | 1,755,881 | | $ | 29,112,167 | |
Shares issued in reinvestment | | | | | | | | | | |
of distributions | 34,091 | | | 587,321 | | 23,875 | | | 346,310 | |
| 1,425,065 | | | 23,259,462 | | 1,779,756 | | | 29,458,477 | |
Shares redeemed | (416,482 | ) | | (6,552,279 | )1 | (53,287 | ) | | (892,108 | )1 |
Net increase | 1,008,583 | | $ | 16,707,183 | | 1,726,469 | | $ | 28,566,369 | |
| | | | | | | | | | |
1 Net of redemption fees of $12,551 for the six months ended April 30, 2008 and $810 for the year ended October 31, 2007. |
| | | | |
22
DAVIS GLOBAL FUND
NOTES TO FINANCIAL STATEMENTS – (Continued)
April 30, 2008 (Unaudited)
NOTE 5 – CAPITAL STOCK – (Continued)
Class B | | | | | |
| Six months ended | | | | |
| April 30, 2008 (Unaudited) | | Year ended October 31, 2007 | | |
| Shares | | Amount | | Shares | | | Amount | | |
Shares sold | 240,726 | | $ | 3,893,513 | | 320,995 | | $ | 5,472,324 | | |
Shares issued in reinvestment | | | | | | | | | | | |
of distributions | 1,988 | | | 34,372 | | 1 | | | 14 | | |
| 242,714 | | | 3,927,885 | | 320,996 | | | 5,472,338 | | |
Shares redeemed | (128,394 | ) | | (1,971,926 | )1 | (14,722 | ) | | (241,451 | )1 | |
Net increase | 114,320 | | $ | 1,955,959 | | 306,274 | | $ | 5,230,887 | | |
| | | | | | | | | | | |
1 Net of redemption fees of $93 for the six months ended April 30, 2008 and $432 for the year ended October 31, 2007. |
| | | | | |
Class C | | | | | |
| Six months ended | | | | |
| April 30, 2008 (Unaudited) | | Year ended October 31, 2007 | | |
| Shares | | Amount | | Shares | | | Amount | | |
Shares sold | 602,509 | | $ | 9,832,493 | | 977,368 | | $ | 16,244,181 | | |
Shares issued in reinvestment | | | | | | | | | | | |
of distributions | 6,287 | | | 108,648 | | 1 | | | 14 | | |
| 608,796 | | | 9,941,141 | | 977,369 | | | 16,244,195 | | |
Shares redeemed | (130,233 | ) | | (1,967,408 | )1 | (11,450 | ) | | (199,803 | )1 | |
Net increase | 478,563 | | $ | 7,973,733 | | 965,919 | | $ | 16,044,392 | | |
| | | | | | | | | | | |
1 Net of redemption fees of $3,337 for the six months ended April 30, 2008, and $252 for the year ended October 31, 2007. | |
| | | | | |
Class Y | | | | | |
| Six months ended | | July 25, 2007 | | |
| April 30, 2008 (Unaudited) | | (inception of class) through October 31, 2007 | | |
| Shares | | Amount | | Shares | | | Amount | | |
Shares sold | 957,612 | | $ | 16,192,678 | | 53,808 | | $ | 945,105 | | |
Shares issued in reinvestment | | | | | | | | | | | |
of distributions | 837 | | | 14,363 | | – | | | – | | |
| 958,449 | | | 16,207,041 | | 53,808 | | | 945,105 | | |
Shares redeemed | (18,133 | ) | | (285,198 | )1 | – | | | – | | |
Net increase | 940,316 | | $ | 15,921,843 | | 53,808 | | $ | 945,105 | | |
| | | | | | | | | | | |
1 Net of redemption fees of $852 for the six months ended April 30, 2008. |
| | | | | | | | | | | | | | | | | | | | | | |
23
DAVIS GLOBAL FUND
NOTES TO FINANCIAL STATEMENTS – (Continued)
April 30, 2008 (Unaudited)
NOTE 6 – EXPENSES PAID INDIRECTLY
Under an agreement with State Street Bank, custodian fees are reduced for earnings on cash balances maintained at the custodian by the Fund. Such reductions amounted to $1,096 during the six months ended April 30, 2008.
The Fund may borrow up to 5% of its assets from a bank to purchase portfolio securities, or for temporary and emergency purposes. The purchase of securities with borrowed funds creates leverage in the Fund. The Fund has entered into an agreement, which enables it to participate with certain other funds managed by the Adviser in an unsecured line of credit with a bank, which permits borrowings up to $50 million, collectively. Interest is charged based on its borrowings, at a rate equal to the overnight Federal Funds Rate plus 0.75%. The Fund had no borrowings outstanding for the period ended April 30, 2008.
NOTE 8 – ILLIQUID SECURITIES
Securities may be considered illiquid if they lack a readily available market or if valuation has not changed for a certain period of time. The aggregate value of illiquid securities in the Fund amounted to $840,000 or 0.80% of the Fund’s net assets as of April 30, 2008.
| | | | | | | | | | Valuation per |
| | | Acquisition | | | | | Cost per | | Share as of |
| Security | | Date | | | Shares | | Share | | April 30, 2008 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Oaktree Capital Group LLC, Class A | | 9/14/07 | | | 30,000 | | $ | 34.55 | | $ | 28.00 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
24
DAVIS GLOBAL FUND
FINANCIAL HIGHLIGHTS
The following financial information represents selected data for each share of capital stock outstanding throughout each period:
| | | Income (Loss) from Investment Operations |
| | Net Asset Value, Beginning of Period | Net Investment Income (Loss) | Net Realized and Unrealized Gains (Losses) | Total from Investment Operations |
Davis Global Fund Class A: | | | | | | | | | | | |
| Six months ended 4/30/20087 | | 18.70 | | 0.01 | 5 | | (3.12 | ) | | (3.11 | ) |
| Year ended 10/31/2007 | | 13.70 | | 0.05 | 5 | | 5.23 | | | 5.28 | |
| Year ended 10/31/2006 | | 10.83 | | 0.05 | | | 2.95 | | | 3.00 | |
| Period from 12/22/20044 to 10/31/2005 | | 10.00 | | 0.10 | | | 0.75 | | | 0.85 | |
Davis Global Fund Class B: | | | | | | | | | | | |
| Six months ended 4/30/20087 | | 18.52 | | (0.07 | )5 | | (3.09 | ) | | (3.16 | ) |
| Year ended 10/31/2007 | | 13.57 | | (0.13 | )5 | | 5.22 | | | 5.09 | |
| Year ended 10/31/2006 | | 10.76 | | (0.09 | ) | | 2.93 | | | 2.84 | |
| Period from 12/22/20044 to 10/31/2005 | | 10.00 | | 0.03 | | | 0.73 | | | 0.76 | |
Davis Global Fund Class C: | | | | | | | | | | | |
| Six months ended 4/30/20087 | | 18.52 | | (0.07 | )5 | | (3.09 | ) | | (3.16 | ) |
| Year ended 10/31/2007 | | 13.58 | | (0.11 | )5 | | 5.19 | | | 5.08 | |
| Year ended 10/31/2006 | | 10.75 | | (0.08 | ) | | 2.94 | | | 2.86 | |
| Period from 12/22/20044 to 10/31/2005 | | 10.00 | | 0.03 | | | 0.72 | | | 0.75 | |
Davis Global Fund Class Y: | | | | | | | | | | | |
| Six months ended 4/30/20087 | | 18.71 | | 0.02 | 5 | | (3.11 | ) | | (3.09 | ) |
| Period from 07/25/20074 to 10/31/2007 | | 17.20 | | 0.00 | | | 1.51 | | | 1.51 | |
| | | | | | | | | | | | | |
| Six months ended | | Year ended October 31, | |
| April 30, 2008 | | 2007 | | 2006 | | 2005 | | | | | |
Portfolio Turnover2 | | | | | | | | | | | | | | | | | | |
(for all classes of shares) | 2 | % | | 10 | % | | 10 | % | | 0 | % | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
1 Assumes hypothetical initial investment on the business day before the first day of the fiscal period (or inception of offering), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one year.
2 The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation.
3 The ratios in this column reflect the impact, if any, of the reduction of expenses paid indirectly and of certain reimbursements from the Adviser.
4 Inception date of class.
5 Per share calculations were based on average shares outstanding for the period.
6 Annualized.
7 Unaudited.
25
Dividends and Distributions | | | | | |
Dividends from Net Investment Income | Distributions from Realized Gains | Distributions in Excess of Net Investment Income | Distributions in Excess of Net Realized Gains | Return of Capital | Total Distributions | Net Asset Value, End of Period | Total Return1 | Net Assets, End of Period (000 omitted) | Ratio of Expenses to Average Net Assets | Ratio of Net Investment Income (Loss) to Average Net Assets |
Gross | Net3 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | (0.08 | ) | $ | (0.10 | ) | $ | – | | $ | – | | $ | – | | $ | (0.18 | ) | $ | 15.41 | (16.72) | % | $ | 60,957 | 1.31 | %6 | 1.30 | %6 | 0.10 | %6 |
| (0.22 | ) | | (0.06 | ) | | – | | | – | | | – | | | (0.28 | ) | | 18.70 | 39.13 | | | 55,104 | 1.48 | | 1.30 | | 0.32 | |
| (0.13 | ) | | – | | | – | | | – | | | – | | | (0.13 | ) | | 13.70 | 27.96 | | | 16,716 | 1.24 | | 1.24 | | 0.43 | |
| (0.02 | ) | | – | | | – | | | – | | | – | | | (0.02 | ) | | 10.83 | 8.47 | | | 10,837 | 1.65 | 6 | 1.30 | 6 | 1.26 | 6 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| – | | | (0.10 | ) | | – | | | – | | | – | | | (0.10 | ) | | 15.26 | (17.12) | | | 6,422 | 2.32 | 6 | 2.30 | 6 | (0.90 | )6 |
| (0.08 | ) | | (0.06 | ) | | – | | | – | | | – | | | (0.14 | ) | | 18.52 | 37.80 | | | 5,676 | 2.73 | | 2.30 | | (0.68 | ) |
| (0.03 | ) | | – | | | – | | | – | | | – | | | (0.03 | ) | | 13.57 | 26.41 | | | 1 | 12.99 | | 2.30 | | (0.63 | ) |
| – | | | – | | | – | | | – | | | – | | | – | | | 10.76 | 7.60 | | | 1 | 2.65 | 6 | 2.30 | 6 | 0.26 | 6 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| – | | | (0.10 | ) | | – | | | – | | | – | | | (0.10 | ) | | 15.26 | (17.12) | | | 22,040 | 2.25 | 6 | 2.25 | 6 | (0.85 | )6 |
| (0.08 | ) | | (0.06 | ) | | – | | | – | | | – | | | (0.14 | ) | | 18.52 | 37.70 | | | 17,890 | 2.56 | | 2.30 | | (0.68 | ) |
| (0.03 | ) | | – | | | – | | | – | | | – | | | (0.03 | ) | | 13.58 | 26.62 | | | 1 | 13.31 | | 2.30 | | (0.63 | ) |
| – | | | – | | | – | | | – | | | – | | | – | | | 10.75 | 7.50 | | | 1 | 2.65 | 6 | 2.30 | 6 | 0.26 | 6 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (0.13 | ) | | (0.10 | ) | | – | | | – | | | – | | | (0.23 | ) | | 15.39 | (16.64) | | | 15,301 | 1.10 | 6 | 1.05 | 6 | 0.35 | 6 |
| – | | | – | | | – | | | – | | | – | | | – | | | 18.71 | 8.78 | | | 1,007 | 3.64 | 6 | 1.05 | 6 | 0.13 | 6 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See Notes to Financial Statements
26
DAVIS GLOBAL FUND
FUND INFORMATION
Portfolio Proxy Voting Policies and Procedures
The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund’s website at www.davisfunds.com, and (iii) on the SEC’s website at www.sec.gov.
In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund’s website at www.davisfunds.com, and (iii) on the SEC’s website at www.sec.gov.
Form N-Q
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available without charge upon request by calling 1-800-279-0279 or on the Fund’s website at www.davisfunds.com or on the SEC’s website at www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
27
DAVIS GLOBAL FUND
DIRECTOR APPROVAL OF ADVISORY AGREEMENTS
Process of Annual Review
The Board of Directors of the Davis Funds oversees the management of each Davis Fund and, as required by law, determines annually whether to approve the continuance of each Davis Fund's advisory agreement with Davis Selected Advisers, L.P. and sub-advisory agreement with Davis Selected Advisers-NY, Inc. (jointly “Davis Advisors” and “Advisory Agreements”).
As a part of this process the Independent Directors, with the assistance of counsel for the Independent Directors, prepared questions submitted to Davis Advisors in anticipation of the annual contract review. The Independent Directors were provided with responsive background material, and their counsel provided guidance, prior to a separate contract review meeting held in March 2008 where the Independent Directors reviewed and evaluated all information which they deemed reasonably necessary in the circumstances. Upon completion of this review, the Independent Directors found that the terms of the Advisory Agreements are fair and reasonable and that continuation of the Advisory Agreements was in the best interests of Davis Global Fund and its shareholders.
Reasons the Independent Directors Approved Continuation of the Advisory Agreements
The Independent Directors’ determinations were based upon a comprehensive consideration of all information provided to the Independent Directors and were not the result of any single factor. The following facts and conclusions were important, but not exclusive, in the Independent Directors’ recommendation to renew the Advisory Agreements.
The Independent Directors considered not only the investment performance of the Fund, but also the full range and quality of services provided by Davis Advisors to the Fund and its shareholders, including whether it:
1. | Achieves satisfactory investment results over the long-term after all costs; |
2. | Handles shareholder transactions, inquiries, requests, and records efficiently and effectively, and provides quality accounting, legal, and compliance services, and oversight of third party service providers; and |
3. | Fosters healthy investor behavior. |
Davis Advisors is reimbursed a portion of its costs in providing some, but not all, of these services.
A shareholder’s ultimate return is the product of a fund’s results as well as the shareholder’s behavior, specifically in selecting when to invest and which fund to invest in. The Independent Directors concluded that, through its actions and communications, Davis Advisors has attempted to have a meaningful, positive impact on investor behavior.
28
DAVIS GLOBAL FUND
DIRECTOR APPROVAL OF ADVISORY AGREEMENTS – (Continued)
Reasons the Independent Directors Approved Continuation of the Advisory Agreements – (Continued)
Davis Advisors and members of the Davis family are some of the largest shareholders in the Davis Funds. The Independent Directors concluded that this investment tends to align Davis Advisors’ and the Davis family’s interests with other shareholders, as they face the same risks, pay the same fees, and are highly motivated to achieve satisfactory long-term returns. In addition, the Independent Directors concluded that significant investments by Davis Advisors and the Davis family has contributed to the economies of scale which have lowered fees and expenses for Davis Funds’ shareholders over time.
The Independent Directors observed that Davis Advisors has consistently demonstrated an orientation in line with shareholders. Davis Advisors and the Davis Funds have continued to receive recognition in the press, and among industry observers and participants, for the quality of its investment process, its shareholder orientation, and integrity.
The Independent Directors noted the importance of reviewing quantitative measures, but also recognized that qualitative factors could be equally, or more important, in assessing whether Davis Fund shareholders are likely to be well served by the renewal of the Advisory Agreements. They noted both the value and shortcomings of purely quantitative measures, including the data provided by independent service providers, and concluded that while such measures and data can inform, they should not supersede the judgment of the Independent Directors who take many factors, including those listed below, into consideration in representing the shareholders of the Davis Funds. In connection with reviewing comparative performance information, the Independent Directors generally give weight to longer-term measurements.
The Independent Directors expect Davis Advisors to employ a disciplined, company-specific, research driven, businesslike, long-term investment philosophy.
The Independent Directors recognized Davis Advisors’ (a) efforts to minimize transaction costs by generally having a long-term time horizon and low portfolio turnover; (b) focus on tax efficiency; (c) record of generally producing satisfactory after tax results over longer-term periods; (d) efforts towards fostering healthy investor behavior by, among other things, providing informative and substantial educational material; and (e) efforts to promote shareholder interests by actively speaking out on corporate governance issues.
The Independent Directors reviewed (a) comparative fee and expense information for other funds, as selected and analyzed by a nationally recognized independent service provider; (b) information regarding fees charged by Davis Advisors to other advisory clients, including funds which it sub-advises and private accounts, as well as the differences in the services provided to such other clients; and (c) the fee schedules and breakpoints of Davis Global Fund, including an assessment of competitive fee schedules.
The Independent Directors reviewed the management fee schedule for Davis Global Fund, profitability of the Fund to Davis Advisors, the extent to which economies of scale might be realized if the Fund’s net assets increase, and whether the fee level reflects those potential economies of scale. The Independent Directors considered various potential benefits that Davis Advisors may receive in connection with the services it provides under the Advisory Agreements with the Fund, including a review of portfolio brokerage practices. The Independent Directors noted that Davis Advisors does not use client commissions to pay for publications that are available to the general public or for third-party research services.
29
DAVIS GLOBAL FUND
DIRECTOR APPROVAL OF ADVISORY AGREEMENTS – (Continued)
Reasons the Independent Directors Approved Continuation of the Advisory Agreements – (Continued)
The Independent Directors noted that Davis Global Fund had begun operations on December 22, 2004, and was first made available to the public on January 1, 2007. This represents a fairly short time period over which to evaluate performance.
The Independent Directors noted that Davis Global Fund had out-performed its benchmark, the Morgan Stanley Capital International World Index, over the one and three year time periods and exceeded the average performance of its peer group as determined by an independent service provider over the one and three year time periods.
The Independent Directors considered the management fee and the total expense ratio for Davis Global Fund, noting that the fees and expenses were reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. The Independent Directors noted that the Adviser has capped expenses through March 1, 2009.
Approval of Advisory Arrangements
The Independent Directors concluded that Davis Advisors had provided Davis Global Fund and its shareholders a reasonable level of both investment and non-investment services. The Independent Directors further concluded that shareholders have received a significant benefit from Davis Advisors’ shareholder oriented approach, as well as the successful execution of its investment discipline.
The Independent Directors determined that the advisory fee for Davis Global Fund was reasonable in light of the nature, quality and extent of the services being provided to the Fund, the costs incurred by Davis Advisors in providing such service, and in comparison to the range of the average advisory fees of its peer group as determined by an independent service provider. The Independent Directors found that the terms of the Advisory Agreements are fair and reasonable and that continuation of the Advisory Agreements is in the best interests of the Fund and its shareholders. The Independent Directors and the full Board of Directors therefore voted to continue the Advisory Agreements.
30
DAVIS GLOBAL FUND
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
DIRECTORS
For the purposes of their service as directors to the Davis Funds, the business address for each of the directors is 2949 E. Elvira Road, Suite 101, Tucson, AZ 85756. Each Director serves until their retirement, resignation, death or removal. Subject to exceptions and exemptions, which may be granted by the Independent Directors, Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-four (74).
Name (birthdate) | Position(s) Held With Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director |
| | | | | |
Independent Directors
| | | | | |
Marc P. Blum (9/9/42) | Director | Director since 1986 | Chief Executive Officer, World Total Return Fund, LLLP; of Counsel to Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm). | 13 | Director, Legg Mason Investment Counsel and Trust Company N.A. (asset management company) and Rodney Trust Company (Delaware). |
| | | | | |
John S. Gates, Jr. (8/2/53) | Director | Director since 2007 | Chairman and Chief Executive Officer of PortaeCo LLC, a private investment company (beginning in 2006); Co-founder of Centerpoint Properties Trust (REIT); former Co-chairman and Chief Executive Officer for the last 22 years (until 2006). | 13 | Director, DCT Industrial Trust (a REIT). |
| | | | | |
Thomas S. Gayner (12/16/61) | Director | Director since 2004 | Executive Vice President and Chief Investment Officer, Markel Corporation (insurance company). | 13 | Director, First Market Bank; Director, Washington Post, Co. (newspaper publisher). |
| | | | | |
Jerry D. Geist (5/23/34) | Director | Director since 1986 | Chairman, Santa Fe Center Enterprises (energy project development). | 13 | Director, CH2M-Hill, Inc. (engineering); Member, Investment Committee for Microgeneration Technology Fund; UTECH Funds. |
| | | | | |
G. Bernard Hamilton (3/18/37) | Director | Director since 1978 | Managing General Partner, Avanti Partners, L.P. (investment partnership), retired 2005. | 13 | none |
31
DAVIS GLOBAL FUND
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
DIRECTORS – (Continued)
Name (birthdate) | Position(s) Held With Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director |
Independent Directors – (Continued)
| | | | | |
| | | | | |
Samuel H. Iapalucci (7/19/52) | Director | Director since 2006 | Former Executive Vice President and Chief Financial Officer, CH2M-Hill, Inc., (engineering). | 13 | none |
| | | | | |
Robert P. Morgenthau (3/22/57) | Director | Director since 2002 | Chairman, NorthRoad Capital Management, LLC (an investment management firm) since June 2002. | 13 | none |
| | | | | |
Christian R. Sonne (5/6/36) | Director | Director since 1990 | General Partner of Tuxedo Park Associates (land holding and development firm). | 13 | none |
| | | | | |
Marsha Williams (3/28/51) | Director | Director since 1999 | Senior Vice President and Chief Financial Officer, Orbitz Worldwide, Inc. (travel-services provider); former Executive Vice President and Chief Financial Officer, Equity Office Properties Trust (a real estate investment trust). | 16 | Director, the Selected Funds (consisting of three portfolios) since 1996; Director, Modine Manufacturing, Inc. (heat transfer technology); Director, Chicago Bridge & Iron Company, N.V. (industrial construction and engineering). |
32
DAVIS GLOBAL FUND
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
DIRECTORS – (Continued)
Name (birthdate) | Position(s) Held With Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held by Director |
Inside Directors*
| | | | | |
Jeremy H. Biggs (8/16/35) | Director/ Chairman | Director since 1994 | Vice Chairman, Member of the Audit Committee and Member of the International Investment Committee, former Chief Investment Officer (1980 through 2005), all for Fiduciary Trust Company International (money management firm); Consultant to Davis Selected Advisers, L.P. | 13 | none |
| | | | | |
Andrew A. Davis (6/25/63) | Director | Director since 1997 | President or Vice President of each Davis Fund and Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. | 16 | Director, the Selected Funds (consisting of three portfolios) since 1998. |
| | | | | |
Christopher C. Davis (7/13/65) | Director | Director since 1997 | President or Vice President of each Davis Fund, Selected Fund, and Clipper Fund; Chairman, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser, including sole member of the Adviser’s general partner, Davis Investments, LLC; Employee of Shelby Cullom Davis & Co. (registered broker/dealer). | 16 | Director, the Selected Funds (consisting of three portfolios) since 1998; Director, Washington Post Co. (newspaper publisher). |
* Jeremy H. Biggs, Andrew A. Davis, and Christopher C. Davis own partnership units (directly, indirectly or both) of the Adviser and are considered to be “interested persons” of the Funds as defined in the Investment Company Act of 1940. Andrew A. Davis and Christopher C. Davis are brothers.
33
DAVIS GLOBAL FUND
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
OFFICERS
Christopher C. Davis (born 7/13/65, Davis Funds officer since 1997). See description in the section on Inside Directors.
Andrew A. Davis (born 6/25/63, Davis Funds officer since 1997). See description in the section on Inside Directors.
Kenneth C. Eich (born 8/14/53, Davis Funds officer since 1997). Executive Vice President and Principal Executive Officer of each of the Davis Funds (consisting of 13 portfolios), Selected Funds (consisting of three portfolios), and Clipper Fund, Inc. (consisting of one portfolio); Chief Operating Officer, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. Mr. Eich serves on the board of governors of the Investment Company Institute and on the board of directors of ICI Mutual.
Douglas A. Haines (born 3/4/71, Davis Funds officer since 2004). Vice President, Treasurer, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer of each of the Davis Funds (consisting of 13 portfolios), Selected Funds (consisting of three portfolios), and Clipper Fund, Inc. (consisting of one portfolio); Vice president and Director of Fund Accounting, Davis Selected Advisers, L.P.
Sharra L. Haynes (born 9/25/66, Davis Funds officer since 1997). Vice President, Chief Compliance Officer of each of the Davis Funds (consisting of 13 portfolios), Selected Funds (consisting of three portfolios), and Clipper Fund, Inc. (consisting of one portfolio); Vice President and Chief Compliance Officer, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser.
Thomas D. Tays (born 3/7/57, Davis Funds officer since 1997). Vice President and Secretary of each of the Davis Funds (consisting of 13 portfolios), Selected Funds (consisting of three portfolios), and Clipper Fund, Inc. (consisting of one portfolio); Vice President, Chief Legal Officer and Secretary, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser.
Arthur Don (born 9/24/53, Davis Funds officer since 1991). Assistant Secretary (for clerical purposes only) of each of the Davis Funds and Selected Funds; Partner, Seyfarth Shaw LLP (a law firm); counsel to the Independent Directors and the Davis Funds.
34
DAVIS GLOBAL FUND
2949 East Elvira Road, Tucson, Arizona 85756
Investment Adviser | |
Davis Selected Advisers, L.P. (Doing business as “Davis Advisors”) | |
2949 East Elvira Road, Suite 101 | |
Tucson, Arizona 85756 | |
(800) 279-0279 | |
| |
Distributor | |
Davis Distributors, LLC | |
2949 East Elvira Road, Suite 101 | |
Tucson, Arizona 85756 | |
| |
Transfer Agent | |
Boston Financial Data Services, Inc | |
c/o The Davis Funds | |
P.O. Box 8406 | |
Boston, Massachusetts 02266-8406 | |
| |
Overnight Address: | |
30 Dan Road | |
Canton, Massachusetts 02021-2809 | |
| |
Custodian | |
State Street Bank and Trust Co. | |
One Lincoln Street | |
Boston, Massachusetts 02111 | |
| |
Counsel | |
Seyfarth Shaw LLP | |
131 South Dearborn Street, Suite 2400 | |
Chicago, Illinois 60603-5577 | |
| |
Independent Registered Public Accounting Firm | |
KPMG LLP | |
707 Seventeenth Street, Suite 2700 | |
Denver, Colorado 80202 | |
For more information about Davis Global Fund including management fee, charges, and expenses, see the current prospectus, which must precede or accompany this report. The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge upon request by calling 1-800-279-0279 and on the Fund’s website at www.davisfunds.com. Quarterly Fact sheets are available on the Fund’s website at www.davisfunds.com.
35