UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-01701 Davis New York Venture Fund, Inc. (Exact name of registrant as specified in charter) 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (Address of principal executive offices) Thomas D. Tays Davis Selected Advisers, LP 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (Name and address of agent for service) Registrant's telephone number, including area code: (520) 806-7600 Date of fiscal year end:	July 31 Date of reporting period:	July 31, 2004 ITEM 1. REPORTS TO STOCKHOLDERS ANNUAL REPORT [DAVIS FUNDS LOGO] JULY 31, 2004 DAVIS NEW YORK VENTURE FUND TABLE OF CONTENTS Shareholder Letter............................................................2 Management's Discussion and Analysis..........................................3 Fund Performance and Supplementary Information................................5 Schedule of Investments......................................................14 Statement of Assets and Liabilities..........................................19 Statement of Operations......................................................21 Statements of Changes in Net Assets..........................................22 Notes to Financial Statements................................................23 Financial Highlights.........................................................31 Report of Independent Registered Public Accounting Firm......................36 Fund Information.............................................................37 Directors and Officers.......................................................38 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ Dear Fellow Shareholder, As stewards of our customers' savings, the management team and Directors of the Davis New York Venture Fund recognize the importance of candid, thorough, and regular communication with our shareholders. In our annual and semi-annual reports, we include all of the required quantitative information, such as audited financial statements, detailed footnotes, performance reports, fund holdings, and performance attribution. Also included is a list of positions opened and closed. In addition we produce a Quarterly Review. In this Review, we give a more qualitative perspective on fund performance, discuss our thoughts on individual holdings, and share our investment outlook. You may obtain a copy of the current Quarterly Review either at our website, www.davisfunds.com, or by calling 1-800-279-0279. Sincerely, /s/ Christopher C. Davis - ------------------------ Christopher C. Davis President September 3, 2004 2 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the year ended July 31, 2004, the stock market, as measured by the Standard & Poor's 500(R) Index(1), returned 13.17%. U.S. economic activity, as measured by the gross domestic product, improved sharply in the third and fourth quarters of 2003. Economic activity continued to increase in the first two quarters of 2004, but at a slower rate. Interest rates, as measured by the 10-year Treasury bond, traded in a narrow range from August 2003 through mid-January 2004. Interest rates then decreased, to begin a rapid rise in mid-March until peaking in June 2004. Interest rates decreased from that point to the end of the fiscal year. The S&P 500(R) Index increased steadily from August through December 2003, and has been in a narrow trading range in 2004. Davis Advisors' investment strategy is driven by individual stock selection in which we attempt to construct an "all-weather" portfolio which is not optimized to a single set of economic conditions. PERFORMANCE OVERVIEW Davis New York Venture Fund's Class A shares delivered a total return on net asset value of 18.10% for the fiscal year ended July 31, 2004(2) out-performing the Standard & Poor's 500(R) Index(1) by almost 5 percentage points. The Fund's investment strategy is to seek out companies with expanding earnings that can be purchased at value prices and held for the long-term. Typically, the Fund invests the majority of its assets in equity securities issued by large companies with market capitalizations of at least $10 billion. The Fund's largest holdings over the fiscal year were in financial service companies, banks and savings & loan associations, and property/casualty insurance companies. The size of these holdings, and their strong performance through the fiscal year, were important factors to the Fund's performance. The Fund's energy holdings enjoyed very strong performance over the fiscal year, performing much better than other energy companies included in the benchmark, and making an important contribution to performance. Holdings in cable television, diversified commercial services, pharmaceutical and health care, and telecommunications were among the holdings which reduced the short-term performance of the Fund. Over the course of the fiscal year Davis Advisors identified a number of investment opportunities in foreign companies. As a group, foreign companies made a positive contribution to performance during the fiscal year ended July 31, 2004. As of year-end, approximately 13% of net assets was invested in foreign companies. The principal holdings contributing to performance were: Tyco International(3), a diversified manufacturing company, Altria Group, a consumer products company, and American Express, a financial service company. All three companies are among the Fund's top ten holdings. Tyco International increased by 66.98%, Altria Group increased by 25.70%, and American Express increased by 14.69% over the fiscal year ended July 31, 2004. The principal detractors from performance were: Comcast, a cable television company, Fifth Third Bancorp, a banks and savings & loan association, and Rentokil Initial, a diversified commercial service company. Since being purchased in January 2004, Comcast decreased by 22.36% and Rentokil Initial decreased by 25.14%. Fifth Third Bancorp decreased by 9.82% since being purchased in August 2003. 3 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - (CONTINUED) A company's contribution to the Fund's performance is a product of both its appreciation or depreciation and its weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. - ----------------------------------------- This Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis New York Venture Fund prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis New York Venture Fund's investment objective is long-term growth of capital. There can be no assurance that the Fund will achieve its objective. The primary risks of an investment in Davis New York Venture Fund are: (1) market risk, (2) company risk, (3) headline risk, and (4) selection risk. See the prospectus for a full description of each risk. (1) The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. Investments cannot be made directly in the index. (2) Total return assumes reinvestment of dividends and capital gain distributions. Past performance is not a guarantee of future results. Investment return and principal value will vary so that, when redeemed, an investor's shares may be worth more or less than when purchased. Below are the average annual total returns for Davis New York Venture Fund's Class A shares for the periods ended July 31, 2004. Returns for other classes of shares will vary from the following returns: (Without a 4.75% sales charge taken into consideration) - -------------------------------- -------------- ---------------- --------------- ---------------------- FUND NAME ONE YEAR FIVE YEARS TEN YEARS INCEPTION - -------------------------------- -------------- ---------------- --------------- ---------------------- Davis New York Venture A 18.10% 2.74% 12.94% 13.31% - 02/17/69 - -------------------------------- -------------- ---------------- --------------- ---------------------- - ------------------------------------------------------------------------------------------------------- (With the maximum 4.75% sales charge taken into consideration) - -------------------------------- -------------- ---------------- --------------- ---------------------- FUND NAME ONE YEAR FIVE YEARS TEN YEARS INCEPTION - -------------------------------- -------------- ---------------- --------------- ---------------------- Davis New York Venture A 12.50% 1.75% 12.39% 13.15% - 02/17/69 - -------------------------------- -------------- ---------------- --------------- ---------------------- Fund performance changes over time and current performance may be higher or lower than stated. For more current information please call Davis Funds Shareholder Services at 1-800-279-0279. (3) This Management Discussion and Analysis discusses a number of individual companies. The information provided in this report does not provide information reasonably sufficient upon which to base an investment decision and should not be considered a recommendation to purchase or sell any particular security. The schedule of investments lists the Fund's holdings of each company discussed. Shares of the Davis New York Venture Fund are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested. 4 DAVIS NEW YORK VENTURE FUND CLASS A FUND PERFORMANCE ================================================================================================================= - ----------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (This calculation includes an ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* initial sales charge of 4.75%.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year....................... 12.50% Actual............... $1,000.00 $987.90 $4.45 Five Years..................... 1.75% Hypothetical (5% return Ten Years...................... 12.39% before expenses)... $1,000.00 $1,020.39 $4.52 - ----------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Class's annualized expense ratio (0.90%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 10 for a description of the "Expense Example". $10,000 INVESTED OVER TEN YEARS. Let's say you invested $10,000 in Davis New York Venture Fund, Class A Shares on July 31, 1994 and paid a 4.75% sales charge. As the chart shows, by July 31, 2004 the value of your investment would have grown to $32,161 - a 221.61% increase on your initial investment. For comparison, look at how the Standard & Poor's 500 Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have grown to $28,613 - a 186.13% increase. [GRAPHIC OMITTED] S&P 500 DNYVF-A --------- --------- Jul-94 10,000.00 9,525.00 Jul-95 12,607.00 12,117.00 Jul-96 14,694.00 13,702.00 Jul-97 22,351.00 21,625.00 Jul-98 26,659.00 24,039.00 Jul-99 32,047.00 28,089.00 Jul-00 34,922.00 31,738.00 Jul-01 29,920.00 29,613.00 Jul-02 22,854.00 24,493.00 Jul-03 25,285.00 27,233.00 Jul-04 28,613.00 32,161.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis New York Venture Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 5 DAVIS NEW YORK VENTURE FUND CLASS B FUND PERFORMANCE ================================================================================================================== - ------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (This calculation includes any applicable ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* contingent deferred sales charge.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year....................... 13.18% Actual............... $1,000.00 $984.10 $8.44 Five Years..................... 1.55% Hypothetical (5% return Life of Class (December 1, 1994 before expenses)... $1,000.00 $1,016.36 $8.57 through July 31,2004)..... 13.14% - ------------------------------------------------------------------------------------------------------------------ *Expenses are equal to the Class's annualized expense ratio (1.71%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 10 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis New York Venture Fund, Class B Shares on December 1, 1994 (inception of class) and converted to Class A shares on December 1, 2002. As the chart shows, by July 31, 2004 the value of your investment would have grown to $33,015 - a 230.15% increase on your initial investment. For comparison, look at how the Standard & Poor's 500 Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have grown to $28,970 - a 189.70% increase. [GRAPHIC OMITTED] S&P 500 DNYVF-B --------- --------- 12/1/94 10,000.00 10,000.00 Jul-95 12,774.00 13,262.87 Jul-96 14,878.00 14,833.80 Jul-97 22,631.00 23,210.48 Jul-98 26,990.00 25,581.82 Jul-99 32,438.00 29,633.31 Jul-00 35,344.00 33,206.93 Jul-01 30,288.00 30,728.38 Jul-02 23,138.00 25,204.86 Jul-03 25,602.00 27,955.34 Jul-04 28,970.00 33,014.87 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. Because Class B shares automatically convert to Class A shares after 8 years, the above graph and "Life of Class" return for Class B reflects Class A performance for the period after conversion. The performance data for Davis New York Venture Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 6 DAVIS NEW YORK VENTURE FUND CLASS C FUND PERFORMANCE ================================================================================================================== - ------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (This calculation includes any applicable ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* contingent deferred sales charge.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year....................... 16.19% Actual............... $1,000.00 $984.20 $8.34 Five Years..................... 1.94% Hypothetical (5% return Life of Class (December 20, 1994 before expenses)... $1,000.00 $1,016.46 $8.47 through July 31,2004)..... 12.83% - ------------------------------------------------------------------------------------------------------------------ *Expenses are equal to the Class's annualized expense ratio (1.69%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 10 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis New York Venture Fund, Class C Shares on December 20, 1994 (inception of class). As the chart shows, by July 31, 2004 the value of your investment would have grown to $31,950 - a 219.50% increase on your initial investment For comparison, look at how the Standard & Poor's 500 Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have grown to $28,452 - a 184.52% increase. [GRAPHIC OMITTED] S&P 500 DNYVF-C --------- --------- 12/20/94 10,000.00 10,000.00 Jul-95 12,546.00 12,966.00 Jul-96 14,612.00 14,497.00 Jul-97 22,226.00 22,701.00 Jul-98 26,507.00 25,034.00 Jul-99 31,857.00 29,026.00 Jul-00 34,712.00 32,531.00 Jul-01 29,746.00 30,115.00 Jul-02 22,724.00 24,710.00 Jul-03 25,144.00 27,264.00 Jul-04 28,452.00 31,950.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis New York Venture Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 7 DAVIS NEW YORK VENTURE FUND CLASS R FUND PERFORMANCE ================================================================================================================== - ------------------------------------------------------------------------------------------------------------------ TOTAL RETURN FOR THE PERIOD EXPENSE EXAMPLE ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (There is no sales charge applicable ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* to this calculation.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- Actual............... $1,000.00 $987.60 $5.63 Life of Class (August 20, 2003 Hypothetical (5% return through July 31,2004)..... 16.67% before expenses)... $1,000.00 $1,019.19 $5.72 - ------------------------------------------------------------------------------------------------------------------ *Expenses are equal to the Class's annualized expense ratio (1.14%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 10 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis New York Venture Fund, Class R Shares on August 20, 2003 (inception of class). As the chart shows, by July 31, 2004 the value of your investment would have grown to $11,667 - a 16.67% increase on your initial investment. For comparison, look at how the Standard & Poor's 500 Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have grown to $11,203 - a 12.03% increase. [GRAPHIC OMITTED] S&P 500 DNYVF-R --------- --------- 8/20/03 10,000.00 10,000.00 Jul-04 11,203.00 11,667.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis New York Venture Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 8 DAVIS NEW YORK VENTURE FUND CLASS Y FUND PERFORMANCE ================================================================================================================== - ------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (There is no sales charge applicable ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* to this calculation.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year....................... 18.53% Actual............... $1,000.00 $989.80 $2.97 Five Years..................... 3.07% Hypothetical (5% return Life of Class (October 2, 1996 before expenses)... $1,000.00 $1,021.88 $3.02 through July 31,2004)..... 10.59% - ------------------------------------------------------------------------------------------------------------------ *Expenses are equal to the Class's annualized expense ratio (0.60%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 10 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis New York Venture Fund, Class Y Shares on October 2, 1996 (inception of class). As the chart shows, by July 31, 2004 the value of your investment would have grown to $21,990 - a 119.90% increase on your initial investment. For comparison, look at how the Standard & Poor's 500 Stock Index did over the same period. With dividends reinvested, the same $10,000 investment would have grown to $17,854 - a 78.54% increase. [GRAPHIC OMITTED] S&P 500 DNYVF-Y --------- --------- 10/2/96 10,000.00 10,000.00 Jul-97 13,947.00 14,471.06 Jul-98 16,634.00 16,131.68 Jul-99 19,991.00 18,904.20 Jul-00 21,782.00 21,423.89 Jul-01 18,666.00 20,052.00 Jul-02 14,260.00 16,634.00 Jul-03 15,778.00 18,552.00 Jul-04 17,854.00 21,990.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis New York Venture Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 9 DAVIS NEW YORK VENTURE FUND NOTES TO PERFORMANCE ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUND'S EXPENSE EXAMPLE, WHICH APPEARS IN EACH CLASS'S FUND PERFORMANCE SECTION IN THIS ANNUAL REPORT. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR EACH CLASS. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including advisory and administrative fees, distribution and/or service (12b-1) fees, and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which for each class is from 02/01/04 to 07/31/04. Please note that the Expense Example is general and does not reflect certain transaction or account specific costs, which may increase your total costs of investing in the Fund. If these transaction or account specific costs were included in the Expense Example, the expenses would have been higher. ACTUAL EXPENSES The information represented in the row entitled "Actual" provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid for on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The information represented in the row entitled "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore the information in the row entitled "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. 10 DAVIS NEW YORK VENTURE FUND FUND OVERVIEW At July 31, 2004 ================================================================================ PORTFOLIO MAKEUP (% OF FUND NET ASSETS) [GRAPHIC OMITTED] [PIE CHART] Short Term Investments, Other Assets & Liabilities 0.3% Common Stocks 99.7% SECTOR WEIGHTINGS (% OF LONG TERM PORTOLIO) [GRAPHIC OMITTED] [PIE CHART] Food & Restaurants 3.9% Diversified Manufacturing 4.7% Energy 8.0% Financial Services 22.1% Industrial 2.6% Other 10.9% Consumer Products 5.1% Cable Television 1.9% Banking 13.4% Phamaceutical and Health Care 3.4% Discount Retailer 3.2% Technology 3.2% Insurance 17.6% TOP 10 HOLDINGS % OF FUND STOCK SECTOR NET ASSETS - ------------------------------------------------------------------------------------------------------------------- American Express Co. Financial Services 7.48% American International Group, Inc. Multi-Line Insurance 5.34% Altria Group, Inc. Consumer Products 5.04% Tyco International Ltd. Diversified Manufacturing 4.65% Berkshire Hathaway Inc., Class A Property/Casualty Insurance 4.07% Wells Fargo & Co. Banks and Savings & Loan Associations 3.91% Citigroup Inc. Financial Services 3.61% HSBC Holdings PLC Banks and Savings & Loan Associations 3.60% Golden West Financial Corp. Banks and Savings & Loan Associations 3.36% Progressive Corp. (Ohio) Property/Casualty Insurance 3.25% 11 DAVIS NEW YORK VENTURE FUND PORTFOLIO ACTIVITY - AUGUST 1, 2003 THROUGH JULY 31, 2004 ================================================================================ NEW POSITIONS ADDED (8/1/03-7/31/04) (Highlighted positions are those greater than 0.99% of 7/31/04 total net assets.) % OF 7/31/04 DATE OF 1ST FUND SECURITY SECTOR PURCHASE NET ASSETS - ------------------------------------------------------------------------------------------------------------------- AutoZone, Inc. Automotive 12/10/03 0.83% Cardinal Health, Inc. Distributors 07/14/04 0.76% Comcast Corp., Special Class A Cable Television 01/14/04 1.91% Fifth Third Bancorp Banks and Savings & Loan Associations 08/13/03 1.24% HCA Inc. Pharmaceutical and Health Care 10/28/03 0.82% Marsh & McLennan Cos, Inc. Insurance Brokers 06/28/04 0.94% Nokia Oyj, ADR Telecommunications 04/14/04 0.24% Novartis AG, Registered Pharmaceutical and Health Care 12/02/03 0.48% Occidental Petroleum Corp. Energy 08/01/03 1.05% Rentokil Initial PLC Diversified Commercial Services 01/13/04 0.42% SK Telecom Co., Ltd., ADR Telecommunications 04/14/04 0.43% Transocean Inc. Energy 01/23/04 0.53% POSITIONS CLOSED (8/1/03-7/31/04) (Gains and losses greater than $25 million are highlighted.) DATE OF STOCK SECTOR FINAL SALE GAIN/(LOSS) - -------------------------------------------------------------------------------------------------------------------- Agere Systems Inc., Class B Electronics 01/27/04 $ 6,198,724 Applied Materials, Inc. Electronics 11/21/03 51,801,172 BMC Software, Inc. Technology 12/04/03 (161,408,601) Dover Corp. Diversified Manufacturing 12/22/03 20,901,706 Janus Capital Group Inc. Investment Firms 04/29/04 (83,080,415) Medco Health Solutions, Inc. Pharmaceutical and Health Care 10/01/03 34,042 Merck & Co., Inc. Pharmaceutical and Health Care 07/29/04 (15,824,874) RadioShack Corp. Retailing 08/25/03 (6,732,527) Safeway Inc. Retailing 12/05/03 (173,227,268) Travelers Property Casualty Corp., Class A Property/Casualty Insurance 09/16/03 4,949,196 Travelers Property Casualty Corp., Class B Property/Casualty Insurance 09/18/03 9,086,248 12 DAVIS NEW YORK VENTURE FUND - CLASS A SHARES ILLUSTRATION OF THE GROWTH OF AN ASSUMED INVESTMENT OF $10,000 ================================================================================ ILLUSTRATION OF THE GROWTH OF AN ASSUMED INVESTMENT WITH DIVIDENDS REINVESTED AND CAPITAL GAIN DISTRIBUTIONS ACCEPTED IN ADDITIONAL SHARES The chart below reflects an assumed investment of $10,000 covering the period from February 17, 1969 to July 31, 2004, the life of the Fund. The period was one in which common stock prices fluctuated and was characterized by periods of substantial market advances as well as periods of substantial market declines. The results should not be considered as a representation of the dividend income or capital gain or loss which may be realized from an investment made in the Fund today. [GRAPHIC OMITTED] Value of Shares Value of Shares Cost of Shares Cost of Shares Value of Initial Purchased Through Purchased Through Purchased Purchased Through Investment - Dividends - Distributions - Through Dividends Distributions - $52,312 $151,820 $633,829 - $63,178 $293,792 - --------------------------------------------------------------------------------------------------------- 1969 $9,574.11 $0.00 $0.00 $0.00 $0.00 1970 $7,560.98 $0.00 $96.99 $0.00 $131.58 1971 $10,206.38 $113.29 $130.93 $76.15 $131.58 1972 $12,110.70 $187.61 $155.36 $143.51 $131.58 1973 $10,525.33 $192.52 $364.22 $177.41 $402.76 1974 $7,945.59 $247.26 $274.95 $306.32 $402.76 1975 $8,371.48 $572.10 $324.30 $537.17 $402.76 1976 $10,225.14 $1,007.97 $353.84 $857.06 $402.76 1977 $11,106.94 $1,331.25 $384.35 $1,070.51 $402.76 1978 $13,742.97 $1,985.37 $771.47 $1,331.46 $631.09 1979 $14,549.72 $2,544.00 $1,390.28 $1,749.83 $1,173.85 1980 $17,484.06 $3,674.55 $4,504.18 $2,220.05 $3,333.50 1981 $17,767.38 $4,759.89 $9,242.87 $3,171.12 $7,660.36 1982 $11,069.42 $4,060.53 $12,287.68 $4,381.36 $15,136.73 1983 $17,861.17 $7,918.92 522,564.15 $5,341.65 $16,862.76 1984 $13,320.83 $6,870.98 $24,507.57 $6,362.33 $25,223.04 1985 $16,341.47 $9,740.36 $35,525.07 $7,505.95 $29,646.99 1986 $20,168.86 $13,630.10 $50,784.18 $8,856.01 $34,759.25 1987 $20,412.76 $14,756.17 $67,395.88 $9,793.46 $48,028.73 1988 $15,140.72 $13,720.06 $70,307.97 $12,274.51 $69,336.58 1989 $18,236.40 $20,147.70 $93,944.91 $15,104.62 $76,277.40 1990 $17,617.26 $24,832.66 $100,621.51 $20,266.71 $85,843.97 1991 $18,480.30 $29,338.64 $115,693.88 $23,117.87 $94,103.41 1992 $20,075.05 $35,872.34 $138,105.50 $26,753.67 $104,935.15 1993 $22,682.93 $43,950.45 $166,806.37 $29,949.76 $114,584.13 1994 $22,589.12 $46,958.73 $177,680.42 $33,051.02 $125,826.18 1995 $27,317.08 $60,054.77 $227,122.37 $35,524.58 $135,102.02 1996 $28,592.88 $66,292.19 $260,842.92 $38,777.04 $157,001.91 1997 $43,063.90 $105,131.93 $413,416.38 $42,993.52 $173,399.35 1998 $45,695.00 $118,212.00 $462,430.00 $48.650.02 $193,811.95 1999 $52,124.05 $137,965.68 $541,763.34 $51,355.30 $206,178.97 2000 $57,593.98 $152,517.28 $616,821.25 $51,421.28 $222,542.08 2001 $48,853.38 $130,789.37 $591,923.00 $52,892.16 $293,792.15 2002 $40,357.14 $108,818.18 $488,979.87 $53,782.79 $293,792.15 2003 $44,605.26 $124,486.54 $540,451.44 $57,646.77 $293,792.15 2004 $52,312.02 $151,819.61 $633,829.06 $63,178.40 $293,792.15 [ ] Value of Shares Purchased Through Distributions - $633,829 [ ] Value of Shares Purchased Through Dividends - $151,820 [ ] Value of Initial Investment - $52,312 [ ] Cost of Shares Purchased Through Distributions - $293,792 [ ] Cost of Shares Purchased Through Dividends - $63,178 The performance data for Davis New York Venture Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. This illustration reflects no sales charge. 13 DAVIS NEW YORK VENTURE FUND SCHEDULE OF INVESTMENTS July 31, 2004 ============================================================================================================== VALUE SHARES SECURITY (NOTE 1) - -------------------------------------------------------------------------------------------------------------- COMMON STOCK - (99.70%) AUTOMOTIVE - (0.83%) 2,528,800 AutoZone, Inc.*....................................................... $ 195,223,360 ----------------- BANKS AND SAVINGS & LOAN ASSOCIATIONS - (13.36%) 5,867,200 Fifth Third Bancorp................................................... 290,015,696 7,349,900 Golden West Financial Corp. .......................................... 785,777,809 57,325,535 HSBC Holdings PLC..................................................... 842,091,687 27,625,968 Lloyds TSB Group PLC.................................................. 207,179,558 1,997,500 State Street Corp. ................................................... 85,512,975 15,928,400 Wells Fargo & Co. .................................................... 914,449,444 ----------------- 3,125,027,169 ----------------- BUILDING MATERIALS - (1.65%) 4,031,300 Martin Marietta Materials, Inc. (b)................................... 176,369,375 4,414,020 Vulcan Materials Co. ................................................. 210,195,632 ----------------- 386,565,007 ----------------- BUSINESS SERVICES - (1.21%) 5,030,700 D&B Corp.* (b)........................................................ 282,423,498 ----------------- CABLE TELEVISION - (1.91%) 16,642,000 Comcast Corp., Special Class A*........................................ 445,922,390 ----------------- CONSUMER PRODUCTS - (5.04%) 24,770,300 Altria Group, Inc. ................................................... 1,179,066,280 ----------------- DISCOUNT RETAILER - (3.14%) 18,092,000 Costco Wholesale Corp. ............................................... 735,530,260 ----------------- DISTRIBUTORS - (0.76%) 4,005,000 Cardinal Health, Inc. ................................................ 178,222,500 ----------------- DIVERSIFIED COMMERCIAL SERVICES - (0.42%) 38,067,500 Rentokil Initial PLC.................................................. 98,335,750 ----------------- DIVERSIFIED MANUFACTURING - (4.65%) 35,072,206 Tyco International Ltd. .............................................. 1,087,238,386 ----------------- ELECTRONICS - (0.07%) 13,300,400 Agere Systems Inc., Class A*.......................................... 16,492,496 ----------------- ENERGY - (8.01%) 8,036,343 ConocoPhillips........................................................ 633,022,738 7,251,643 Devon Energy Corp. ................................................... 503,916,672 5,789,700 EOG Resources, Inc. .................................................. 367,935,435 4,983,500 Occidental Petroleum Corp. ........................................... 245,537,045 4,385,000 Transocean Inc.*...................................................... 124,534,000 ----------------- 1,874,945,890 ----------------- FINANCIAL SERVICES - (19.78%) 34,843,400 American Express Co. ................................................. 1,750,880,850 19,139,716 Citigroup Inc. ....................................................... 843,870,078 5,377,600 H&R Block, Inc. ...................................................... 264,201,488 14 DAVIS NEW YORK VENTURE FUND SCHEDULE OF INVESTMENTS - (Continued) July 31, 2004 ============================================================================================================== VALUE SHARES SECURITY (NOTE 1) - -------------------------------------------------------------------------------------------------------------- COMMON STOCK - (CONTINUED) FINANCIAL SERVICES - (CONTINUED) 18,769,740 JPMorgan Chase & Co. ................................................. $ 700,674,394 7,515,100 Loews Corp. .......................................................... 425,580,113 4,477,700 Moody's Corp. ........................................................ 304,931,370 8,380,600 Providian Financial Corp.*............................................ 115,987,504 3,103,590 Takefuji Corp. (d).................................................... 222,929,024 ----------------- 4,629,054,821 ----------------- FOOD/BEVERAGE & RESTAURANT - (3.92%) 28,528,677 Diageo PLC............................................................ 353,684,661 7,849,250 Heineken Holding NV, Class A (d)...................................... 217,576,716 5,422,400 Hershey Foods Corp. .................................................. 262,661,056 2,744,700 Kraft Foods Inc., Class A............................................. 83,850,585 ----------------- 917,773,018 ----------------- HOTELS - (0.71%) 3,380,700 Marriott International, Inc., Class A................................. 164,978,160 ----------------- INDUSTRIAL - (2.55%) 12,582,500 Sealed Air Corp.* (b)................................................. 596,913,800 ----------------- INSURANCE BROKERS - (1.91%) 8,643,800 Aon Corp. ............................................................ 228,542,072 4,940,000 Marsh & McLennan Cos, Inc. ........................................... 219,237,200 ----------------- 447,779,272 ----------------- INVESTMENT FIRMS - (2.29%) 1,283,952 Julius Baer Holding, Ltd. AG (b)...................................... 345,806,789 3,854,280 Morgan Stanley........................................................ 190,131,632 ----------------- 535,938,421 ----------------- LIFE INSURANCE - (0.56%) 2,596,000 Principal Financial Group, Inc. ...................................... 88,238,040 1,498,000 Sun Life Financial Inc. .............................................. 41,644,400 ----------------- 129,882,440 ----------------- MEDIA - (1.60%) 4,778,665 Lagardere S.C.A. ..................................................... 290,622,696 8,941,680 WPP Group PLC......................................................... 82,713,960 ----------------- 373,336,656 ----------------- MULTI-LINE INSURANCE - (5.34%) 17,699,210 American International Group, Inc. ................................... 1,250,449,187 ----------------- 15 DAVIS NEW YORK VENTURE FUND SCHEDULE OF INVESTMENTS - (Continued) July 31, 2004 ============================================================================================================== VALUE SHARES SECURITY (NOTE 1) - -------------------------------------------------------------------------------------------------------------- COMMON STOCK - (CONTINUED) PHARMACEUTICAL AND HEALTH CARE - (3.42%) 4,522,400 Eli Lilly and Co. .................................................... $ 288,167,328 4,987,000 HCA Inc. ............................................................. 192,747,550 2,495,000 Novartis AG, Registered............................................... 111,671,292 6,476,300 Pfizer Inc. .......................................................... 206,982,548 ----------------- 799,568,718 ----------------- PROPERTY/CASUALTY INSURANCE - (8.05%) 10,901 Berkshire Hathaway Inc., Class A*..................................... 951,112,250 13,316 Berkshire Hathaway Inc., Class B*..................................... 38,536,504 1,614,100 Chubb Corp. .......................................................... 111,017,798 79,900 Markel Corp.*......................................................... 22,571,750 9,920,400 Progressive Corp. (Ohio).............................................. 760,101,048 ----------------- 1,883,339,350 ----------------- PUBLISHING - (0.58%) 1,625,800 Gannett Co., Inc. .................................................... 135,169,012 ----------------- REAL ESTATE - (1.52%) 802,600 Centerpoint Properties Trust.......................................... 30,803,788 10,782,204 General Growth Properties, Inc. ...................................... 324,328,696 ----------------- 355,132,484 ----------------- REINSURANCE - (1.70%) 619,200 Everest Re Group, Ltd. ............................................... 45,498,816 6,208,063 Transatlantic Holdings, Inc. (b)...................................... 351,562,579 ----------------- 397,061,395 ----------------- TECHNOLOGY - (3.19%) 5,567,000 Lexmark International, Inc., Class A*................................. 492,679,500 8,915,100 Microsoft Corp. ...................................................... 253,679,171 ----------------- 746,358,671 ----------------- TELECOMMUNICATIONS - (0.67%) 4,845,000 Nokia Oyj, ADR........................................................ 56,298,900 5,722,000 SK Telecom Co., Ltd., ADR (d)......................................... 101,050,520 ----------------- 157,349,420 ----------------- TRANSPORTATION - (0.86%) 2,802,500 United Parcel Service, Inc., Class B................................... 201,667,900 ----------------- Total Common Stocks - (identified cost $17,376,399,120)........ 23,326,745,711 ----------------- 16 DAVIS NEW YORK VENTURE FUND SCHEDULE OF INVESTMENTS - (Continued) July 31, 2004 ============================================================================================================== VALUE PRINCIPAL SECURITY (NOTE 1) - -------------------------------------------------------------------------------------------------------------- REPURCHASE AGREEMENTS - (0.09%) $ 9,125,000 Lehman Brothers Inc. Joint Repurchase Agreement, 1.37%, 08/02/04, dated 07/30/04, repurchase value of $9,126,042 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $9,307,500).......... $ 9,125,000 12,220,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 1.37%, 08/02/04, dated 07/30/04, repurchase value of $12,221,395 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $12,464,400)......... 12,220,000 ----------------- Total Repurchase Agreements - (identified cost $21,345,000).... 21,345,000 ----------------- INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED - (1.27%) MONEY MARKET INSTRUMENTS - (0.20%) 48,650,913 UBS Private Money Market LLC, 1.272% (identified cost $48,650,913).................................. 48,650,913 ----------------- REPURCHASE AGREEMENTS - (1.07%) 106,873,000 Lehman Brothers Inc. Joint Repurchase Agreement, 1.37%, 08/02/04, dated 07/30/04, repurchase value of $106,885,201 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $109,010,460)........ 106,873,000 143,127,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 1.37%, 08/02/04, dated 07/30/04, repurchase value of $143,143,340 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $145,989,540)........ 143,127,000 ----------------- Total Repurchase Agreements - (identified cost $250,000,000)... 250,000,000 ----------------- Total Investment of Cash Collateral for Securities Loaned - (identified cost $298,650,913)........ 298,650,913 ----------------- Total Investments - (identified cost $17,696,395,033) - (101.06%)(a).. 23,646,741,624 Liabilities Less Other Assets - (1.06%)............................... (249,173,844) ----------------- Net Assets - (100%)............................................ $ 23,397,567,780 ================= (a) Aggregate cost for Federal income tax purposes is $17,708,787,956. At July 31, 2004 unrealized appreciation (depreciation) of securities for Federal income tax purposes was as follows: Unrealized appreciation............................................... $ 6,654,897,794 Unrealized depreciation............................................... (716,944,126) ----------------- Net unrealized appreciation.................................... $ 5,937,953,668 ================= 17 DAVIS NEW YORK VENTURE FUND SCHEDULE OF INVESTMENTS - (Continued) July 31, 2004 ================================================================================ (b) Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer and is an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended July 31, 2004. The aggregate fair value of the securities of affiliated companies held by the Fund as of July 31, 2004 amounts to $1,753,076,041. Transactions during the period in which the issuers were affiliates are as follows: Shares Gross Gross Shares Dividend Security July 31, 2003 Additions Reductions July 31, 2004 Income - -------- ------------- --------- ---------- -------------- ------ D&B Corp. 5,037,400 - 6,700 5,030,700 - General Growth Properites Inc. (c) 3,598,868 7,188,136 4,800 10,782,204 $ 6,328,048 Julius Baer Holding, Ltd. AG 1,283,952 - - 1,283,952 5,052,495 Martin Marietta Materials, Inc. 4,036,700 - 5,400 4,031,300 2,902,536 Sealed Air Corp. 12,599,400 - 16,900 12,582,500 - Transatlantic Holdings, Inc. 4,973,150 1,241,613 6,700 6,208,063 2,185,238 (c) Not an affiliate as of July 31, 2004. (d) Security is partially on loan - See Note 7 of the Notes to Financial Statements. * Non-Income Producing Security. SEE NOTES TO FINANCIAL STATEMENTS 18 DAVIS NEW YORK VENTURE FUND STATEMENT OF ASSETS AND LIABILITIES At July 31, 2004 ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments): Unaffiliated companies (including securities loaned of $279,585,279) (cost of $15,930,912,839)........................................................ $ 21,595,014,670 Affiliated companies (cost of $1,466,831,281)................................... 1,753,076,041 Collateral for securities loaned (cost of $298,650,913) (Note 7)................. 298,650,913 Cash................................................................................. 632,776 Receivables: Investment securities sold....................................................... 30,772,927 Capital stock sold............................................................... 54,011,879 Dividends and interest........................................................... 26,044,304 ----------------- Total assets................................................................ 23,758,203,510 ----------------- LIABILITIES: Return of collateral for securities loaned (Note 7).................................. 298,650,913 Payables: Capital stock redeemed........................................................... 35,123,591 Accrued expenses..................................................................... 793,169 Accrued management fee............................................................... 10,307,962 Accrued transfer agent fee........................................................... 5,179,291 Distribution and service plan fees (Note 4).......................................... 10,580,804 ----------------- Total liabilities........................................................... 360,635,730 ----------------- NET ASSETS ............................................................................... $ 23,397,567,780 ================= NET ASSETS CONSIST OF: Par value of shares of capital stock................................................. $ 42,719,484 Additional paid-in capital........................................................... 19,692,452,132 Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency.................................. 5,950,347,137 Undistributed net investment income.................................................. 46,293,019 Accumulated net realized losses from investments and foreign currency transactions... (2,334,243,992) ----------------- Net assets.................................................................. $ 23,397,567,780 ================= 19 DAVIS NEW YORK VENTURE FUND STATEMENT OF ASSETS AND LIABILITIES - (Continued) At July 31, 2004 ============================================================================================================== CLASS A SHARES Net assets....................................................................... $12,867,673,713 Shares outstanding............................................................... 462,329,588 Net asset value and redemption price per share................................... $ 27.83 ========= Maximum offering price per share (100/95.25 of $27.83)*.......................... $ 29.22 ========= CLASS B SHARES Net assets....................................................................... $ 5,267,043,381 Shares outstanding............................................................... 198,018,504 Net asset value, offering and redemption price per share......................... $ 26.60 ========= CLASS C SHARES Net assets....................................................................... $ 3,899,007,133 Shares outstanding............................................................... 145,637,487 Net asset value, offering and redemption price per share......................... $ 26.77 ========= CLASS R SHARES Net assets....................................................................... $ 10,170,892 Shares outstanding............................................................... 365,511 Net asset value, offering and redemption price per share......................... $ 27.83 ========= CLASS Y SHARES Net assets....................................................................... $ 1,353,672,661 Shares outstanding............................................................... 48,038,591 Net asset value, offering and redemption price per share......................... $ 28.18 ========= *On purchases of $100,000 or more, the offering price is reduced. SEE NOTES TO FINANCIAL STATEMENTS 20 DAVIS NEW YORK VENTURE FUND STATEMENT OF OPERATIONS For the year ended July 31, 2004 ============================================================================================================== INVESTMENT INCOME: Income: Dividends: Unaffiliated companies (Net of foreign withholding taxes of $9,770,286)..... $ 351,446,968 Affiliated companies (Net of foreign withholding taxes of $971,442)......... 16,468,317 Interest......................................................................... 2,420,105 Lending fees..................................................................... 1,126,532 ----------------- Total income............................................................ 371,461,922 Expenses: Management fees (Note 3)........................................ $ 112,079,463 Custodian fees.................................................. 4,115,658 Transfer agent fees Class A.................................................... 14,307,189 Class B.................................................... 9,215,793 Class C.................................................... 5,521,120 Class R.................................................... 3,004 Class Y.................................................... 610,681 Audit fees...................................................... 86,000 Legal fees...................................................... 54,742 Accounting fees (Note 3)........................................ 399,996 Reports to shareholders......................................... 2,744,377 Directors' fees and expenses.................................... 436,389 Registration and filing fees.................................... 420,178 Miscellaneous................................................... 247,031 Payments under distribution plan (Note 4) Class A.................................................... 28,919,787 Class B.................................................... 53,783,747 Class C.................................................... 36,704,634 Class R.................................................... 15,212 --------------- Total expenses.......................................................... 269,665,001 Expenses paid indirectly (Note 6)...................................... (269,270) ----------------- Net expenses............................................................ 269,395,731 ----------------- Net investment income............................................... 102,066,191 ----------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) from: Investment transactions: Unaffiliated companies...................................................... (296,869,589) Affiliated companies........................................................ 224,358 Foreign currency transactions.................................................... (1,388,582) Payments by affiliates (Note 9).................................................. 2,246,097 Net increase in unrealized appreciation on investments and translation of assets and liabilities in foreign currencies.................................. 3,510,030,767 ----------------- Net realized and unrealized gain on investments, foreign currency, and payments by affiliates.................................................................... 3,214,243,051 ----------------- Net increase in net assets resulting from operations.................... $ 3,316,309,242 ================= SEE NOTES TO FINANCIAL STATEMENTS 21 DAVIS NEW YORK VENTURE FUND STATEMENTS OF CHANGES IN NET ASSETS ================================================================================================================ YEAR ENDED YEAR ENDED JULY 31, JULY 31, 2004 2003 ---- ---- OPERATIONS: Net investment income............................................. $ 102,066,191 $ 86,683,154 Net realized loss from investments, foreign currency transactions, and payments by affiliates...................... (295,787,716) (919,831,317) Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies............................................ 3,510,030,767 2,608,653,680 ----------------- ----------------- Net increase in net assets resulting from operations............ 3,316,309,242 1,775,505,517 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Class A ..................................................... (76,851,585) (51,438,816) Class B ..................................................... (105,899) - Class C ..................................................... (971,079) - Class R ..................................................... (704) - Class Y ..................................................... (11,439,720) (8,290,743) CAPITAL SHARE TRANSACTIONS: Net increase (decrease) in net assets resulting from capital share transactions (Note 5) Class A ..................................................... 1,611,115,087 (50,207,398) Class B ..................................................... (485,819,542) (399,948,249) Class C ..................................................... 239,007,177 (162,445,531) Class R ..................................................... 10,409,126 - Class Y ..................................................... 118,495,019 15,913,146 ----------------- ----------------- Total increase in net assets...................................... 4,720,147,122 1,119,087,926 NET ASSETS: Beginning of year................................................. 18,677,420,658 17,558,332,732 ----------------- ----------------- End of year*...................................................... $ 23,397,567,780 $ 18,677,420,658 ================= ================= *Including undistributed net investment income of............... $ 46,293,019 $ 34,984,397 SEE NOTES TO FINANCIAL STATEMENTS 22 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS July 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis New York Venture Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Fund's investment objective is growth of capital. The Fund offers shares in five classes, Class A, Class B, Class C, Class R, and Class Y. The Class A shares are sold with a front-end sales charge and the Class B and Class C shares are sold at net asset value and may be subject to a contingent deferred sales charge upon redemption. Class R and Class Y shares are sold at net asset value and are not subject to any contingent deferred sales charge. Class R shares generally are available only to retirement and benefit plans. Class Y shares are only available to certain qualified investors. Class R shares were first offered on August 20, 2003. Income, expenses (other than those attributable to a specific class), and gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by each class. Operating expenses directly attributable to a specific class, such as distribution and transfer agent fees, are charged against the operations of that class. All classes have identical rights with respect to voting (exclusive of each Class's distribution arrangement), liquidation, and distributions. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION - Portfolio securities listed on national securities exchanges are valued at the last reported sales price on the day of valuation. Securities traded in the over the counter market and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith by the Board of Directors. Short-term obligations are valued at amortized cost, which approximates fair value. The valuation procedures are reviewed and subject to approval by the Board of Directors. MASTER REPURCHASE AGREEMENTS - The Fund, along with other affiliated funds, may transfer uninvested cash balances into one or more master repurchase agreement accounts. These balances are invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. CURRENCY TRANSLATION - The market values of all assets and liabilities denominated in foreign currencies are recorded in the financial statements after translation to the U.S. dollar based upon the mean between the bid and offered quotations of the currencies against U.S. dollars on the date of valuation. The cost basis of such assets and liabilities is determined based upon historical exchange rates. Income and expenses are translated at average exchange rates in effect as accrued or incurred. FOREIGN CURRENCY - The Fund may enter into forward purchases or sales of foreign currencies to hedge certain foreign currency denominated assets and liabilities against declines in market value relative to the U.S. dollar. Forward currency contracts are marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the forward currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the forward currency contract at the time it was opened and value at the time it was closed. Investments in forward currency contracts may expose the Fund to risks resulting from unanticipated movements in foreign currency exchange rates or failure of the counter-party to the agreement to perform in accordance with the terms of the contract. 23 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) Reported net realized foreign exchange gains or losses arise from sales and maturities of investments, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. The Fund includes foreign currency gains and losses realized on the sale of investments together with market gains and losses on such investments in the statement of operations. FEDERAL INCOME TAXES - It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income, including any net realized gains on investments not offset by loss carryovers, to shareholders. Therefore, no provision for federal income or excise tax is required. At July 31, 2004 the Fund had available for Federal income tax purposes unused capital loss carryovers of $2,041,249,000 of which $4,237,000 expires in 2009, $458,003,000 expires in 2010, $1,141,176,000 expires in 2011, and $437,833,000 expires in 2012. In addition, at July 31, 2004, the Fund had approximately $280,833,000 of post October 2003 losses available to offset future capital gains, if any, which expire in 2013. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME - Securities transactions are accounted for on the trade date (date the order to buy or sell is executed) with realized gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to shareholders are recorded on the ex-dividend date. Net investment income (loss), net realized gains (losses) and net unrealized appreciation (depreciation) of investments may differ for financial statement and tax purposes primarily because of the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and the tax deferral of losses on "wash sale" transactions. The character of dividends and distributions made during the fiscal year from net investment income and net realized securities gains may differ from their ultimate characterization for Federal income tax purposes. Also, due to the timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which income or realized gain was recorded by the Fund. The Fund adjusts the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. Accordingly, during the year ended July 31, 2004, amounts have been reclassified to reflect a decrease in undistributed net investment income of $1,388,582, an increase in accumulated net realized loss of $7,238,625, a decrease in unrealized appreciation of $843,936, and an increase in paid in capital of $9,471,143. Net assets have not been affected by this reclassification. The tax character of distributions paid during the years ended July 31, 2004 and 2003, was as follows: 2004 2003 ------------------ -------------------- Ordinary income............ $ 89,368,987 $ 59,729,559 24 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) As of July 31, 2004, the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed net investment income................... $ 46,523,854 Accumulated net realized losses from investments and foreign currency transactions................... (2,322,081,905) Net unrealized appreciation on investments and foreign currency transactions................... 5,937,954,215 --------------- Total.............................................. $ 3,662,396,164 =============== USE OF ESTIMATES IN FINANCIAL STATEMENTS - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates. NOTE 2 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) for the year ended July 31, 2004, were $2,981,935,819 and $1,192,979,403, respectively. NOTE 3 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES Advisory fees are paid monthly to Davis Advisors (the "Adviser"), the Fund's investment adviser. Until April 1, 2004, the annual rate was 0.75% of the average net assets for the first $250 million, 0.65% of the average net assets on the next $250 million, 0.55% of the average net assets on the next $2.5 billion, 0.54% of the average net assets on the next $1 billion, 0.53% of the average net assets on the next $1 billion, 0.52% of the average net assets on the next $1 billion, 0.51% of the average net assets on the next $1 billion, and 0.50% of the average net assets in excess of $7 billion. Effective April 1, 2004, the Advisory fee was changed from 0.50% of the average net assets in excess of $7 billion to 0.50% of the average net assets on the next $3 billion, 0.485% of the average net assets on the next $8 billion and 0.47% of the average net assets in excess of $18 billion. Management fees paid during the year ended July 31, 2004, approximated 0.51% of average net assets. The Adviser was paid for registering Fund shares for sale in various states. The fee for the nine months ended April 30, 2004, amounted to $10,503. Effective May 1, 2004, the Adviser is no longer being paid for registering fund shares; the Fund is paying an independent third party to provide these services. State Street Bank & Trust Co. ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee for these services for the year ended July 31, 2004, amounted to $2,012,053. 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 also paid for certain accounting services. The fee amounted to $399,996 for the year ended July 31, 2004. Certain directors and the officers of the Fund are also directors and officers of the general partner of the Adviser. 25 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 3 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES - (CONTINUED) 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 year ended July 31, 2004, Davis Distributors, LLC, the Fund's Underwriter (the "Underwriter" or "Distributor") received $12,907,676 from commissions earned on sales of Class A shares of the Fund, of which $1,979,473 was retained by the Underwriter and the remaining $10,928,203 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% of the average net assets maintained by the responsible dealers. The Underwriter is not reimbursed for accounts for which the Underwriter pays no service fees to other firms. The service fee for Class A shares of the Fund for the year ended July 31, 2004, was $28,919,787. 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 National Association of Securities Dealers, Inc., ("NASD"), which currently is 1.00%. Therefore, the effective rate of the Class B Distribution Plan is currently 1%, of which 0.75% may be used to pay distribution expenses and 0.25% may be used to pay shareholder service fees. The NASD rule also limits the aggregate amount the Fund may pay for distribution to 6.25% of gross Fund sales since inception of the Rule 12b-1 plan, plus interest, at 1% over the prime rate on unpaid amounts. The Distributor intends to seek full payment (plus interest at prime plus 1%) of distribution charges that exceed the 1% annual limit in some future period or periods when the plan limits have not been reached. 26 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - (CONTINUED) CLASS B SHARES - (CONTINUED) During the year ended July 31, 2004, Class B shares of the Fund made distribution plan payments which included distribution fees of $40,365,336 and service fees of $13,418,411. Commission advances by the Distributor during the year ended July 31, 2004 on the sale of Class B shares of the Fund amounted to $11,367,489, all of which was reallowed to qualified selling dealers. The Distributor intends to seek payment from Class B shares of the Fund in the amount of $323,309,222 representing the cumulative commission advances by the Distributor on the sale of the Fund's 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% of the lesser of net asset value of the shares redeemed or the total cost of such shares. During the year ended July 31, 2004 the Distributor received $7,182,411 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% if redeemed within one year of purchase. 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 National Association of Securities Dealers, Inc., ("NASD"), which currently is 1.00%. Therefore, the effective rate of the Class C Distribution Plan is currently 1%, 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% limitations applicable to the Class B Distribution Plan. During the year ended July 31, 2004, Class C shares of the Fund made distribution plan payments which included distribution fees of $27,528,476 and service fees of $9,176,158. During the year ended July 31, 2004, the Distributor received $241,959 in contingent deferred sales charges from Class C shares of the Fund. 27 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - (CONTINUED) CLASS R SHARES Class R shares of the Fund are sold and redeemed at net asset value. Payments under the Class R Distribution Plan are limited to an annual rate of 0.75% of the average daily net asset value of the Class R shares or the maximum amount provided by applicable rule or regulation of the National Association of Securities Dealers, Inc., ("NASD"), which currently is 1.00%. The effective rate of the Class R Distribution Plan is currently 0.50%, of which 0.25% may be used to pay distribution expenses and 0.25% may be used to pay shareholder service fees. Class R shares are subject to the same 6.25% and 1% limitations applicable to the Class B Distribution Plan. During the year ended July 31, 2004, Class R shares of the Fund made distribution plan payments which included distribution fees and service fees of $7,606 for each. NOTE 5 - CAPITAL STOCK At July 31, 2004, there were 3,000,000,000 shares of capital stock ($0.05 par value per share) authorized, 2,125,000,000 of which shares are classified as Davis New York Venture Fund. Transactions in capital stock were as follows: CLASS A YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- -------------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. 129,537,957 $ 3,537,315,624 92,183,809 $ 1,974,936,758 Shares issued in reinvestment of distributions. 2,700,189 71,365,847 2,190,121 47,658,573 ------------- --------------- ------------ --------------- 132,238,146 3,608,681,471 94,373,930 2,022,595,331 Shares redeemed................................ (73,663,816) (1,997,566,384) (97,458,707) (2,072,802,729) ------------- --------------- ------------ --------------- Net increase (decrease)................... 58,574,330 $ 1,611,115,087 (3,084,777) $ (50,207,398) ============= =============== ============ =============== CLASS B YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- -------------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. 17,255,350 $ 445,891,461 20,018,221 $ 412,302,792 Shares issued in reinvestment of distributions. 3,859 97,967 - - ------------- ------------- ------------ ------------- 17,259,209 445,989,428 20,018,221 412,302,792 Shares redeemed................................ (35,819,817) (931,808,970) (40,242,089) (812,251,041) ------------- ------------- ------------ ------------- Net decrease.............................. (18,560,608) $(485,819,542) (20,223,868) $(399,948,249) ============= ============= ============ ============= 28 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 5 - CAPITAL STOCK - (CONTINUED) CLASS C YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- -------------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. 27,305,099 $ 717,037,581 17,491,329 $ 363,379,899 Shares issued in reinvestment of distributions. 35,030 895,031 - - ------------- ------------- ------------ ------------- 27,340,129 717,932,612 17,491,329 363,379,899 Shares redeemed................................ (18,332,071) (478,925,435) (25,926,091) (525,825,430) ------------- ------------- ------------ ------------- Net increase (decrease)................... 9,008,058 $ 239,007,177 (8,434,762) $(162,445,531) ============= ============= ============= ============= CLASS R AUGUST 20, 2003 (INCEPTION OF CLASS) THROUGH JULY 31, 2004 SHARES AMOUNT ------- ------ Shares subscribed..................................... 381,213 $ 10,854,447 Shares issued in reinvestment of distributions ....... 27 704 -------- ------------ 381,240 10,855,151 Shares redeemed....................................... (15,729) (446,025) Net increase.......................................... 365,511 $ 10,409,126 ======== ============ CLASS Y YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- -------------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. 15,287,681 $ 426,257,699 11,142,227 $ 243,635,236 Shares issued in reinvestment of distributions. 328,341 8,766,699 282,403 6,204,391 ------------- ------------- ------------ ------------- 15,616,022 435,024,398 11,424,630 249,839,627 Shares redeemed................................ (11,605,390) (316,529,379) (10,959,782) (233,926,481) ------------- ------------- ----------- ------------- Net increase.............................. 4,010,632 $ 118,495,019 464,848 $ 15,913,146 ============= ============= ============ ============= NOTE 6 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, custodian fees are reduced for earnings on cash balances maintained at the custodian by the Fund. Such reductions amounted to $2,891 during the year ended July 31, 2004. Davis New York Venture Fund ("the Fund") has entered into agreements with certain brokers whereby the Fund's operating expenses are reduced by a portion of the commissions paid to such brokers. Portfolio transactions are allocated to these brokers only when the Fund's traders make a good faith determination that such brokers can achieve best execution, not withstanding the operating expense reductions. During the year ended July 31, 2004 the reduction amounted to $266,379. 29 DAVIS NEW YORK VENTURE FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 7 - SECURITIES LOANED Davis New York Venture Fund (the "Fund") has entered into a securities lending arrangement with UBS Financial Services, Inc. Under the terms of the agreement, the Fund receives fee income from lending transactions; in exchange for such fees, UBS Financial Services, Inc. is authorized to loan securities on behalf of the Fund, against receipt of collateral at least equal to the value of the securities loaned. As of July 31, 2004, the Fund had on loan securities valued at $279,585,279; cash of $298,650,913 was received as collateral for the loans, of which $250,000,000 or 84% and $48,650,913 or 16% of the collateral has been invested by the Adviser in Repurchase Agreements and Money Market Instruments, respectively. The Fund bears the risk of any deficiency in the amount of the collateral available for return to a borrower due to a loss in an approved investment. NOTE 8 - BANK BORROWINGS 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 year ended July 31, 2004. NOTE 9 - PAYMENTS BY AFFILIATES The Adviser reimbursed the Fund for commissions paid to certain broker dealers which received brokerage which was directed for sale of fund shares from January 1, 2000 to July 31, 2003. The amount paid to the Fund was $2,246,097. NOTE 10 - LITIGATION MATTERS On June 2, 2004, a proposed class action lawsuit was filed in the United States District Court for the Southern District of New York on behalf of investors in certain mutual funds ("Funds") managed by Davis Selected Advisers L.P. ("Davis Advisors") including the Davis New York Venture Fund. The plaintiffs claim that Davis Advisors and its affiliates, and the individual directors of the Funds (collectively the "Defendants") used Fund assets to pay brokers to market the Funds and that the Defendants disguised such payments as brokerage commissions and further failed to disclose such payments in public filings or elsewhere. The lawsuit seeks damages of unspecified amounts. Three substantially identical proposed class action lawsuits were filed against the Defendants later in June and July 2004 in the United States Court for the Southern District of New York. Davis Advisors believes the actions are without merit and the Defendants intend to vigorously defend the proceedings. Although no determination can be made at this time, the Fund does not expect this lawsuit to have a material adverse effect on the assets or results of the Fund. 30 DAVIS NEW YORK VENTURE FUND FINANCIAL HIGHLIGHTS CLASS A ================================================================================ Financial Highlights for a share of capital stock outstanding throughout each period. YEAR ENDED JULY 31, -------------------------------------------------------- 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period............ $ 23.73 $ 21.47 $ 25.99 $ 30.64 $ 27.73 ------- ------- ------- ------- ------- Income (Loss) From Investment Operations Net Investment Income...................... .17 .18 .12 .11 .08 Net Realized and Unrealized Gains (Losses). 4.12 2.21 (4.61) (2.07) 3.45 ------- ------- ------- ------- ------- Total From Investment Operations......... 4.29 2.39 (4.49) (1.96) 3.53 Dividends and Distributions Dividends from Net Investment Income....... (.19) (.13) (.03) (.04) -(3) Distributions in Excess of Net Investment Income.................................. - - - (.01) - Distributions from Realized Gains.......... - - - (2.64) (.62) ------- ------- ------- ------- ------- Total Dividends and Distributions........ (.19) (.13) (.03) (2.69) (.62) ------- ------- ------- ------- ------- Net Asset Value, End of Period.................. $ 27.83 $ 23.73 $ 21.47 $ 25.99 $ 30.64 ======= ======= ======= ======= ======= Total Return(1)................................. 18.10% 11.19% (17.29)% (6.70)% 12.99% Ratios/Supplemental Data Net Assets, End of Period (000,000 omitted) $12,868 $9,581 $8,734 $10,678 $9,539 Ratio of Expenses to Average Net Assets.... .92% .95% .92% .89% .88% Ratio of Net Investment Income to Average Net Assets............................... .77% .85% .49% .50% .31% Portfolio Turnover Rate(2)................. 6% 10% 22% 15% 29% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, 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. (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) Less than $0.005 per share. SEE NOTES TO FINANCIAL STATEMENTS 31 DAVIS NEW YORK VENTURE FUND FINANCIAL HIGHLIGHTS CLASS B ================================================================================ Financial Highlights for a share of capital stock outstanding throughout each period. YEAR ENDED JULY 31, ------------------------------------------------------- 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period............. $ 22.70 $ 20.58 $ 25.09 $ 29.85 $ 27.25 ------- ------- ------- ------- ------- Income (Loss) From Investment Operations Net Investment Income (Loss)................ (.02)(4) .01(4) (.09) (.03) (.23) Net Realized and Unrealized Gains (Losses).. 3.92 2.11 (4.42) (2.09) 3.45 ------- ------- ------- ------- ------- Total From Investment Operations.......... 3.90 2.12 (4.51) (2.12) 3.22 Dividends and Distributions Dividends from Net Investment Income........ -(3) - - - - Distributions from Realized Gains........... - - - (2.64) (.62) ------- ------- ------- ------- ------- Total Dividends and Distributions......... -(3) - - (2.64) (.62) ------- ------- ------- ------- ------- Net Asset Value, End of Period................... $ 26.60 $ 22.70 $ 20.58 $ 25.09 $ 29.85 ======= ======= ======= ======= ======= Total Return(1).................................. 17.18% 10.30% (17.98)% (7.46)% 12.06% Ratios/Supplemental Data Net Assets, End of Period (000,000 omitted). $5,267 $4,917 $4,874 $6,303 $5,724 Ratio of Expenses to Average Net Assets..... 1.73% 1.77% 1.72% 1.71% 1.71% Ratio of Net Investment Income (Loss) to Average Net Assets........................ (.04)% .03% (.31)% (.32)% (.52)% Portfolio Turnover Rate(2).................. 6% 10% 22% 15% 29% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, 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. (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) Less than $0.005 per share. (4) Per share calculations were based on average shares outstanding for the period. SEE NOTES TO FINANCIAL STATEMENTS 32 DAVIS NEW YORK VENTURE FUND FINANCIAL HIGHLIGHTS CLASS C ================================================================================ Financial Highlights for a share of capital stock outstanding throughout each period. YEAR ENDED JULY 31, ------------------------------------------------------ 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period............. $ 22.85 $ 20.71 $ 25.24 $ 30.00 $ 27.38 ------- ------- ------- ------- ------- Income (Loss) From Investment Operations Net Investment Income (Loss)................ - (3,4) - (3) (.08) (.02) (.21) Net Realized and Unrealized Gains (Losses).. 3.93 2.14 (4.45) (2.10) 3.45 ------- ------- ------- ------- ------- Total From Investment Operations.......... 3.93 2.14 (4.53) (2.12) 3.24 Dividends and Distributions Dividends from Net Investment Income........ (.01) - - - - Distributions from Realized Gains........... - - - (2.64) (.62) ------- ------- ------- ------- ------- Total Dividends and Distributions......... (.01) - - (2.64) (.62) ------- ------- ------- ------- ------- Net Asset Value, End of Period................... $ 26.77 $ 22.85 $ 20.71 $ 25.24 $ 30.00 ======= ======= ======= ======= ======= Total Return(1).................................. 17.19% 10.33% (17.95)% (7.42)% 12.07% Ratios/Supplemental Data Net Assets, End of Period (000,000 omitted). $3,899 $3,122 $3,004 $3,825 $3,021 Ratio of Expenses to Average Net Assets..... 1.70% 1.74% 1.70% 1.68% 1.69% Ratio of Net Investment Income (Loss) to Average Net Assets........................ (.01)% .06% (.29)% (.29)% (.50)% Portfolio Turnover Rate(2)................. 6% 10% 22% 15% 29% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, 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. (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) Less than $0.005 per share. (4) Per share calculations were based on average shares outstanding for the period. SEE NOTES TO FINANCIAL STATEMENTS 33 DAVIS NEW YORK VENTURE FUND FINANCIAL HIGHLIGHTS CLASS R ================================================================================ Financial Highlights for a share of capital stock outstanding throughout each period. AUGUST 20, 2003 (INCEPTION OF CLASS) THROUGH JULY 31, 2004 -------- Net Asset Value, Beginning of Period............... $ 23.98 ------- Income From Investment Operations Net Investment Income......................... .13(3) Net Realized and Unrealized Gains ............ 3.86 ------- Total From Investment Operations............ 3.99 Dividends and Distributions Dividends from Net Investment Income.......... (.14) ------- Total Dividends and Distributions........... (.14) ------- Net Asset Value, End of Period..................... $ 27.83 ======= Total Return(1).................................... 16.67% Ratios/Supplemental Data Net Assets, End of Period (000,000 omitted)... $10 Ratio of Expenses to Average Net Assets....... 1.15%* Ratio of Net Investment Income to Average Net Assets...................................... .51%* Portfolio Turnover Rate(2).................... 6% (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 full 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) Per share calculations were based on average shares outstanding for the period. * Annualized. SEE NOTES TO FINANCIAL STATEMENTS 34 DAVIS NEW YORK VENTURE FUND FINANCIAL HIGHLIGHTS CLASS Y ================================================================================ Financial Highlights for a share of capital stock outstanding throughout each period. YEAR ENDED JULY 31, ------------------------------------------------------ 2004 2003 2002 2001 2000 ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period............ $ 24.01 $ 21.72 $ 26.29 $ 30.96 $ 28.00 ------- ------- ------- ------- ------- Income (Loss) From Investment Operations Net Investment Income...................... .28 .25 .26 .13 .20 Net Realized and Unrealized Gains (Losses). 4.16 2.24 (4.73) (2.02) 3.45 ------- ------- ------- ------- ------- Total From Investment Operations......... 4.44 2.49 (4.47) (1.89) 3.65 Dividends and Distributions Dividends from Net Investment Income....... (.27) (.20) (.10) (.12) (.07) Distributions in Excess of Net Investment - - - (.02) - Income.......................................... Distributions from Realized Gains.......... - - - (2.64) (.62) ------- ------- ------- ------- ------- Total Dividends and Distributions........ (.27) (.20) (.10) (2.78) (.69) ------- ------- ------- ------- ------- Net Asset Value, End of Period.................. $ 28.18 $ 24.01 $ 21.72 $ 26.29 $ 30.96 ======= ======= ======= ======= ======= Total Return(1)................................. 18.53% 11.53% (17.04)% (6.41)% 13.33% Ratios/Supplemental Data Net Assets, End of Period (000,000 omitted) $1,354 $1,057 $946 $1,465 $1,005 Ratio of Expenses to Average Net Assets.... .58% .61% .62% .62% .60% Ratio of Net Investment Income to Average Net Assets............................... 1.11% 1.19% .79% .77% .59% Portfolio Turnover Rate(2)................. 6% 10% 22% 15% 29% (1) Assumes hypothetical initial investment on the business day before the first day of the fiscal period, 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. (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. SEE NOTES TO FINANCIAL STATEMENTS 35 DAVIS NEW YORK VENTURE FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF DAVIS NEW YORK VENTURE FUND, INC.: We have audited the accompanying statement of assets and liabilities of Davis New York Venture Fund (a series of Davis New York Venture Fund, Inc.), including the schedule of investments, as of July 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Davis New York Venture Fund as of July 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Denver, Colorado September 10, 2004 36 DAVIS NEW YORK VENTURE FUND FOR THE YEAR ENDED JULY 31, 2004 (UNAUDITED) - -------------------------------------------------------------------------------- FEDERAL INCOME TAX INFORMATION In early 2005, shareholders will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2004. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. During the fiscal year ended July 31, 2004, $89,368,988 of dividends paid by the Fund constituted income dividends for Federal income tax purposes. Dividends paid by the Fund during the fiscal year ended July 31, 2004 which are not designated as capital gain distribution should be multiplied by 100% to arrive at the net amount eligible for the corporate dividends-received deduction. For the fiscal year ended July 31, 2004, certain dividends paid by the Fund constitute qualified dividend income for Federal income tax purposes. The Fund designates $89,368,988 as qualified dividend income. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax adviser for specific guidance. 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 1-800-279-2279, (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 1-800-279-2279, (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 1-800-279-2279 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. 37 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ 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 85706. Each Director serves until their retirement, resignation, death or removal. Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-two (72), except that any person who was a Director on July 1, 1994, and at that date was seventy-three (73) years of age or less shall retire from the Board of Directors and cease being a Director at the close of business on the last day of the year in which the Director attains age seventy-four (74). NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President of Bass & 11 none BASS, JR. since 1990 Associates (financial (born 8/21/31) consulting); formerly First Deputy City Treasurer, City of Chicago; and Executive Vice President, Chicago Title and Trust Company (bank and trust). MARC P. BLUM Director director Chief Executive 11 Director, Legg Mason Trust (born 9/9/42) since 1986 Officer, World Total (asset management company) Return Fund, LLLP; Of and Rodney Trust Company Counsel to Gordon, (Delaware); Former Director, Feinblatt, Rothman, Mid-Atlantic Realty Trust Hoffberger and (real estate investment Hollander, LLC (law trust); Trustee, College of firm). Notre Dame of Maryland, McDonogh School and other public charities, private foundations, and businesses. THOMAS S. GAYNER Director director Chief Investment 11 Markel Corporation. (born 12/16/61) since 2004 Officer Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 11 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering);Chairman, Santa (energy project Fe Center Enterprises, development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico 38 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ============================================================================================================================ DIRECTORS - (CONTINUED) NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED D. JAMES GUZY Director director Chairman, PLX 11 Director, Intel Corp. (born 3/7/36) since 1982 Technology, Inc. (semi-conductor (semi-conductor manufacturer), Cirrus Logic manufacturer). Corp. (semi-conductor manufacturer), Alliance Technology Fund (a mutual fund), Micro Component Technology, Inc. (micro-circuit handling and testing equipment manufacturer), LogicVision, Inc. (semi-conductor software company), and Tessera Technologies, Inc. (semi-conductor packaging company); Former Director, Novellus Systems, Inc. (semi-conductor manufacturer). G. BERNARD Director director Managing General 11 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 11 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services of Bank of America (an investment management firm) from 2001 until 2002; prior to that a managing director and global head of marketing and distribution for Lazard Asset Management (an investment management firm) for ten years. THEODORE B. Director director Chairman of John 11 Mayor of the Incorporated SMITH, JR. since 1994 Hassall, Inc. Village of Mill Neck. (born 12/23/32) (fastener manufacturing); Chairman of Cantrock Realty. 39 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ============================================================================================================================ DIRECTORS - (CONTINUED) NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED CHRISTIAN R. Director director General Partner of 11 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer of Mulford Securities Corporation (private investment fund) until 1990; formerly Vice President of Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 14 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer of portfolios) since 1996; Equity Office Director, Modine Properties Trust (a Manufacturing, Inc. (heat real estate investment transfer technology); trust); Former Chief Director, Chicago Bridge & Administrative Officer Iron Company, N.V. of Crate & Barrel (industrial construction and (home furnishings engineering). retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Head of 11 Former Director of the Van (born 8/16/35) Chairman since 1994 Equity Research, Eck/Chubb Funds six Chairman of U.S. portfolios (mutual fund). Investment Policy Committee and Member of the International Investment Committee, all for Fiduciary Trust Company International (money management firm) Consultant to Davis Selected Advisers, L.P. 40 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ============================================================================================================================ DIRECTORS - (CONTINUED) NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INSIDE DIRECTORS* - CONTINUED ANDREW A. DAVIS Director director President or Vice 14 Director of the Selected (born 6/25/63) since 1997 President of each Funds (consisting of three Davis Fund and portfolios) since 1998. Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. CHRISTOPHER C. Director director Chief Executive 14 Director of the Selected DAVIS since 1997 Officer, President or Funds (consisting of three (born 7/13/65) Vice President of each portfolios) since 1998. Davis Fund and Selected Fund; Chairman and Chief Executive Officer, 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). * 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. 41 DAVIS NEW YORK VENTURE FUND 2949 East Elvira Road, Tucson, Arizona 85706 ================================================================================ DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Christopher C. Davis Andrew A. Davis President Christopher C. Davis Andrew A. Davis Thomas S. Gaynor Vice President Jerry D. Geist Kenneth C. Eich D. James Guzy Executive Vice President & G. Bernard Hamilton Principal Executive Officer Robert P. Morgenthau Sharra L. Reed Theodore B. Smith, Jr. Vice President & Chief Compliance Christian R. Sonne Officer Marsha Williams Douglas A. Haines Vice President & Principal Accounting Officer Thomas D. Tays Vice President & Secretary INVESTMENT ADVISER Davis Selected Advisers, L.P. (doing business as "Davis Advisors") 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (800) 279-0279 DISTRIBUTOR Davis Distributors, LLC 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 TRANSFER AGENT & CUSTODIAN State Street Bank and Trust Company c/o The Davis Funds P.O. Box 8406 Boston, Massachusetts 02266-8406 COUNSEL Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 AUDITORS KPMG LLP 707 Seventeenth Street Suite 2700 Denver, Colorado 80202 =============================================================================== FOR MORE INFORMATION ABOUT DAVIS NEW YORK VENTURE FUND, INC. 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. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. =============================================================================== [DAVIS FUNDS LOGO] Davis Advisors 2949 East Elvira Road Suite 101 Tucson, AZ 85706 1-800-279-0279 www.davisfunds.com DAVIS RESEARCH FUND PART OF DAVIS NEW YORK VENTURE FUND, INC. JULY 31, 2004 ANNUAL REPORT [DAVIS FUNDS LOGO OMITTED] TABLE OF CONTENTS Management's Discussion and Analysis...........................................2 Fund Performance and Supplementary Information.................................4 Schedule of Investments.......................................................10 Statement of Assets and Liabilities...........................................12 Statement of Operations.......................................................13 Statements of Changes in Net Assets...........................................14 Notes to Financial Statements.................................................15 Financial Highlights..........................................................21 Report of Independent Registered Public Accounting Firm.......................24 Fund Information..............................................................25 Directors and Officers........................................................26 1 DAVIS RESEARCH FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the year ended July 31, 2004, the stock market, as measured by the Standard & Poor's 500(R) Index(1), returned 13.17%. U.S. economic activity, as measured by the gross domestic product, improved sharply in the third and fourth quarters of 2003. Economic activity continued to increase in the first two quarters of 2004, but at a slower rate. Interest rates, as measured by the 10-year Treasury bond, traded in a narrow range from August 2003 through mid-January 2004. Interest rates then decreased, to begin a rapid rise in mid-March until peaking in June 2004. Interest rates decreased from that point to the end of the fiscal year. The S&P 500(R) Index increased steadily from August through December 2003, and has been in a narrow trading range in 2004. Davis Advisors' investment strategy is driven by individual stock selection in which we attempt to construct an "all-weather" portfolio which is not optimized to a single set of economic conditions. PERFORMANCE OVERVIEW Davis Research Fund's Class A shares delivered a total return on net asset value of 12.50% for the fiscal year ended July 31, 2004(2), trailing the Standard & Poor's 500(R) Index(1) by 67 basis points. The Fund's investment strategy is to seek out companies with expanding earnings that can be purchased at value prices and held for the long-term. Under normal circumstances the Fund invests the majority of its assets in equity securities issued by large- and medium-capitalization companies. The Fund's largest sector weightings were in automotive and media companies. The Fund's holdings in the media sector out-performed the S&P 500(R) Index, while the Fund's holdings in the automotive sector under-performed the Index. The Fund owned 17 companies at the beginning of the fiscal year and ended the year owning 20 companies. At fiscal year end the Fund held 66% of net assets in its top ten holdings. As a group, foreign companies made a positive contribution to performance during the fiscal year ended July 31, 2004. As of year-end, approximately 24% of net assets was invested in foreign companies. The principal holdings contributing to performance were: Lagardere(3), a media company, Altria Group, a consumer products company, and Groupe Bruxelle, a diversified company. All three were top ten holdings at fiscal year end. Lagardere increased by 38.67%, Altria Group increased by 25.70%, and Groupe Bruxelle increased by 42.10% over the fiscal year ended July 31, 2004. The principal holdings detracting from performance were: Comcast, a cable television company, AutoZone, an automotive company, and Cardinal Health, a distributor. Comcast and AutoZone were top ten holdings at fiscal year end. Comcast decreased by 17.31% since being purchased in February 2004 and Cardinal Health decreased by 11.83% since being purchased in July 2004. AutoZone decreased by 7.28% over the fiscal year ended July 31, 2004. A company's contribution to the Fund's performance is a product of both its appreciation or depreciation and its weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. 2 DAVIS RESEARCH FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - (CONTINUED) This Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Research Fund prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Research Fund's investment objective is long-term growth of capital. There can be no assurance that the Fund will achieve its objective. The primary risks of an investment in Davis Research Fund are: (1) market risk, (2) company risk, (3) medium capitalization risk, (4) selection risk, and (5) focused portfolio risk. See the prospectus for a full description of each risk. (1) The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. Investments cannot be made directly in the index. (2) Total return assumes reinvestment of dividends and capital gain distributions. Past performance is not a guarantee of future results. Investment return and principal value will vary so that, when redeemed, an investor's shares may be worth more or less than when purchased. Below are the average annual total returns for Davis Research Fund's Class A shares for the periods ended July 31, 2004. Returns for other classes of shares will vary from the following returns: (Without a 4.75% sales charge taken into consideration) - -------------------------------------------------------------------------------- FUND NAME ONE YEAR INCEPTION - -------------------------------------------------------------------------------- Davis Research Fund A 12.50% 4.43% - 10/31/01 - -------------------------------------------------------------------------------- (With the maximum 4.75% sales charge taken into consideration) - -------------------------------------------------------------------------------- FUND NAME ONE YEAR INCEPTION - -------------------------------------------------------------------------------- Davis Research Fund A 7.11% 2.59% - 10/31/01 - -------------------------------------------------------------------------------- Fund performance changes over time and current performance may be higher or lower than stated. For more current information please call Davis Funds Shareholder Services at 1-800-279-0279. (3) This Management Discussion and Analysis discusses a number of individual companies. The information provided in this report does not provide information reasonably sufficient upon which to base an investment decision and should not be considered a recommendation to purchase or sell any particular security. The schedule of investments lists the Fund's holdings of each company discussed. Shares of the Davis Research Fund are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including possible loss of the principal amount invested. 3 DAVIS RESEARCH FUND CLASS A FUND PERFORMANCE ================================================================================ - ----------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (This calculation includes an ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* initial sales charge of 4.75%.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year............................ 7.11% Actual............... $1,000.00 $977.10 $4.52 Life of the Class (October 31, 2001 Hypothetical (5% return through July 31, 2004)............ 2.59% before expenses)... $1,000.00 $1,020.29 $4.62 - ----------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Class's annualized expense ratio (0.92%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 7 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis Research Fund, Class A Shares on October 31, 2001 (commencement of operations) and paid a 4.75% sales charge. As the chart shows, by July 31, 2004 the value of your investment would have been $10,729 - a 7.29% increase on your initial investment. For comparison, the Standard & Poor's 500 Stock Index is also presented on the chart below. 		 [GRAHPIC OMITTED] S&P 500 DRF CLASS A ---------- ----------- 10/31/01 $10,000.00		 $10,000.00 07/31/02 $ 8,696.00		 $ 7,846.00 07/31/03 $ 9,623.00		 $ 9,537.00 07/31/04 $10,889.00		 $10,729.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Research Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 4 DAVIS RESEARCH FUND CLASS B FUND PERFORMANCE ================================================================================ - ----------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (This calculation includes any applicable ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* contingent deferred sales charge.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year....................... 6.93% Actual............... $1,000.00 $970.50 $9.85 Life of Class (October 31, 2001 Hypothetical (5% return through July 31,2004)..... 2.00% before expenses)... $1,000.00 $1,014.87 $10.07 - ----------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Class's annualized expense ratio (2.01%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 7 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis Research Fund, Class B Shares on October 31, 2001 (commencement of operations). As the chart shows, by July 31, 2004 the value of your investment (less a contingent deferred sales charge) would have been $10,560 - a 5.60% increase on your initial investment. For comparison, the Standard & Poor's 500 Stock Index is also presented on the chart below. 		 [GRAHPIC OMITTED] S&P 500 DRF CLASS B ---------- ----------- 10/31/01 $10,000.00		 $10,000.00 07/31/02 $ 8,696.00		 $ 8,170.00 07/31/03 $ 9,623.00		 $ 9,790.00 07/31/04 $10,889.00		 $10,560.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Research Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 5 DAVIS RESEARCH FUND CLASS C FUND PERFORMANCE ================================================================================ - ------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN EXPENSE EXAMPLE FOR THE PERIODS ENDED JULY 31, 2004 BEGINNING ENDING EXPENSES PAID (This calculation includes any applicable ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* contingent deferred sales charge.) (02/01/04) (07/31/04) (02/01/04-07/31/04) ---------- ---------- ------------------- One Year....................... 9.93% Actual............... $1,000.00 $970.50 $9.85 Life of Class (October 31, 2001 Hypothetical (5% return through July 31,2004)..... 3.05% before expenses)... $1,000.00 $1,014.87 $10.07 - ------------------------------------------------------------------------------------------------------------------- *Expenses are equal to the Class's annualized expense ratio (2.01%), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). See Notes to Performance on page 7 for a description of the "Expense Example". $10,000 INVESTED AT INCEPTION. Let's say you invested $10,000 in Davis Research Fund, Class C Shares on October 31, 2001 (commencement of operations). As the chart shows, by July 31, 2004 the value of your investment would have been $10,860 - an 8.60% increase on your initial investment. For comparison, the Standard & Poor's 500 Stock Index is also presented on the chart below. 		 [GRAHPIC OMITTED] S&P 500 DRF CLASS C ---------- ----------- 10/31/01 $10,000.00		 $10,000.00 07/31/02 $ 8,696.00		 $ 8,170.00 07/31/03 $ 9,623.00		 $ 9,790.00 07/31/04 $10,889.00		 $10,860.00 The Standard & Poor's 500 Stock Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The index is adjusted for dividends, weighted towards stocks with large market capitalizations, and represents approximately two-thirds of the total market value of all domestic common stocks. The performance data for Davis Research Fund contained in this report represents past performance and assumes that all distributions were reinvested, and should not be considered as an indication of future performance from an investment in the Fund today. The investment return and principal value will fluctuate so that shares may be worth more or less than their original cost when redeemed. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 6 DAVIS RESEARCH FUND NOTES TO PERFORMANCE ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUND'S EXPENSE EXAMPLE, WHICH APPEARS IN EACH CLASS'S FUND PERFORMANCE SECTION IN THIS ANNUAL REPORT. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR EACH CLASS. EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including advisory and administrative fees, distribution and/or service (12b-1) fees, and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which for each class is from 02/01/04 to 07/31/04. Please note that the Expense Example is general and does not reflect certain transaction or account specific costs, which may increase your total costs of investing in the Fund. If these transaction or account specific costs were included in the Expense Example, the expenses would have been higher. ACTUAL EXPENSES The information represented in the row entitled "Actual" provides information about actual account values and actual expenses. You may use the information in this row, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading "Expenses Paid During Period" to estimate the expenses you paid for on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The information represented in the row entitled "Hypothetical (5% return before expenses)" provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore the information in the row entitled "Hypothetical (5% return before expenses)" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. 7 DAVIS RESEARCH FUND PORTFOLIO HOLDINGS AS OF JULY 31, 2004 ================================================================================ PORTFOLIO MAKEUP (% OF FUND NET ASSETS) SECTOR WEIGHTING (% OF LONG TERM PORTFOLIO) [PIE CHART OMITTED] [PIE CHART OMITTED] Short Term Investments, Distributors 3.0% Other Assets & Liabilities 7.8% Building Products 3.2% Common Stock 92.2% Cable Television 6.8% Automotive 22.0% Property/Casualty Insurance 5.1% Consumer Products 7.9% Energy 11.4% Food/Beverage & Restaurant 3.9% Discount Retailer 7.9% Diversified 4.0% Financial Services 2.5% Media 16.3% Pharmaceutical and Health Care 6.0% TOP 10 HOLDINGS % OF FUND SECURITY SECTOR NET ASSETS - ---------------------------------------------------------------------------------------------------------- AutoZone, Inc. Automotive 15.24% Lagardere S.C.A. Media 11.22% Altria Group, Inc. Consumer Products 7.25% Comcast Corp., Special Class A Cable Television 6.25% AutoNation, Inc. Automotive 5.04% EOG Resources, Inc. Energy 4.73% Berkshire Hathaway Inc., Class A Property/Casualty Insurance 4.73% TJX Cos., Inc. Discount Retailer 4.01% WPP Group PLC Media 3.85% Groupe Bruxelles Lambert S.A. Diversified 3.71% 8 DAVIS RESEARCH FUND PORTFOLIO ACTIVITY AUGUST 1, 2003 THROUGH JULY 31, 2004 ================================================================================ NEW POSITIONS ADDED (8/1/03-7/31/04) (Highlighted positions are those greater than 3.00% of 7/31/04 total net assets) % OF 7/31/04 DATE OF 1ST FUND SECURITY SECTOR PURCHASE NET ASSETS - ----------------------------------------------------------------------------------------------------------- AmerisourceBergen Corp. Pharmaceutical and Health Care 08/28/03 2.78% Cardinal Health, Inc. Distributors 07/14/04 2.80% Comcast Corp., Special Class A Cable Television 02/05/04 6.25% EOG Resources, Inc. Energy 05/03/04 4.73% Merck & Co., Inc. Pharmaceutical and Health Care 12/01/03 - Novartis AG, Registered Pharmaceutical and Health Care 10/30/03 2.73% Occidental Petroleum Corp. Energy 08/01/03 2.67% Takefuji Corp. Financial Services 08/21/03 2.34% Transocean Inc. Energy 01/23/04 3.08% POSITIONS CLOSED (8/1/03-7/31/04) (Gains and losses greater than $150,000 are highlighted) DATE OF SECURITY SECTOR FINAL SALE GAIN/(LOSS) - ----------------------------------------------------------------------------------------------------------- Automatic Data Processing, Inc. Information/Information Processing 06/25/04 $ 185,385 Duke Energy Corp. Energy 07/16/04 480,491 Electrolux AB, Series B Manufacturing 06/28/04 86,968 Merck & Co., Inc. Pharmaceutical and Health Care 02/12/04 126,942 Pfizer Inc. Pharmaceutical and Health Care 05/12/04 192,343 9 DAVIS RESEARCH FUND Schedule of Investments July 31, 2004 VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (92.23%) AUTOMOTIVE - (20.28%) 92,300 AutoNation, Inc.*.............................................................. $ 1,487,876 58,300 AutoZone, Inc.*................................................................ 4,500,760 -------------- 5,988,636 -------------- BUILDING PRODUCTS - (2.97%) 26,000 Home Depot, Inc. .............................................................. 876,720 -------------- CABLE TELEVISION - (6.25%) 68,900 Comcast Corp., Special Class A*................................................ 1,846,175 -------------- CONSUMER PRODUCTS - (7.25%) 45,000 Altria Group, Inc. ............................................................ 2,142,000 -------------- DISCOUNT RETAILER - (7.25%) 23,500 Costco Wholesale Corp. ........................................................ 955,392 50,500 TJX Cos., Inc. ................................................................ 1,185,235 -------------- 2,140,627 -------------- DISTRIBUTORS - (2.80%) 18,600 Cardinal Health, Inc. ......................................................... 827,700 -------------- DIVERSIFIED - (3.71%) 17,700 Groupe Bruxelles Lambert S.A. ................................................. 1,096,686 -------------- ENERGY - (10.48%) 22,000 EOG Resources, Inc. ........................................................... 1,398,100 16,000 Occidental Petroleum Corp. .................................................... 788,320 32,000 Transocean Inc.*............................................................... 908,800 -------------- 3,095,220 -------------- FINANCIAL SERVICES - (2.34%) 9,600 Takefuji Corp. ................................................................ 689,562 -------------- FOOD/BEVERAGE & RESTAURANT - (3.59%) 5,500 Heineken Holding NV, Class A................................................... 152,457 33,000 McDonald's Corp. .............................................................. 907,500 -------------- 1,059,957 -------------- MEDIA - (15.07%) 54,500 Lagardere S.C.A. .............................................................. 3,314,511 122,800 WPP Group PLC.................................................................. 1,135,947 -------------- 4,450,458 -------------- PHARMACEUTICAL AND HEALTH CARE - (5.51%) 15,200 AmerisourceBergen Corp. ....................................................... 821,712 18,000 Novartis AG, Registered........................................................ 805,645 -------------- 1,627,357 -------------- PROPERTY/CASUALTY INSURANCE - (4.73%) 16 Berkshire Hathaway Inc., Class A*.............................................. 1,396,000 -------------- Total Common Stock - (identified cost $22,745,663)............................. 27,237,098 -------------- 10 DAVIS RESEARCH FUND SCHEDULE OF INVESTMENTS - (Continued) July 31, 2004 VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== SHORT TERM INVESTMENTS - (7.84%) $990,000 Lehman Brothers Inc. Joint Repurchase Agreement, 1.37%, 08/02/04, dated 07/30/04, repurchase value of $990,113 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $1,009,800)............................................. $ 990,000 1,325,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 1.37%, 08/02/04, dated 07/30/04, repurchase value of $1,325,151 (collateralized by: U.S. Government obligations in a pooled cash account, total market value $1,351,500)............................................. 1,325,000 -------------- Total Short Term Investments - (identified cost $2,315,000)......... 2,315,000 -------------- Total Investments - (100.07%) - (identified cost $25,060,663) - (a)............ 29,552,098 Liabilities Less Other Assets - (0.07%)........................................ (22,078) -------------- Net Assets - (100%)................................................. $ 29,530,020 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal income tax purposes is $25,081,896. At July 31, 2004, unrealized appreciation (depreciation) of securities for Federal income tax purposes is as follows: Unrealized appreciation........................................................ $ 4,767,198 Unrealized depreciation....................................................... (296,996) -------------- Net unrealized appreciation......................................... $ 4,470,202 ============== SEE NOTES TO FINANCIAL STATEMENTS 11 DAVIS RESEARCH FUND STATEMENT OF ASSETS AND LIABILITIES At July 31, 2004 ================================================================================ ASSETS: Investments in securities, at value (identified cost $25,060,663) (see accompanying Schedule of Investments)......................................................... $ 29,552,098 Cash ................................................................................ 2,880 Receivables: Dividends and interest receivable................................................ 16,900 ----------------- Total assets................................................................ 29,571,878 ----------------- LIABILITIES: Accrued expenses..................................................................... 22,322 Accrued management fee............................................................... 19,536 ----------------- Total liabilities........................................................... 41,858 ----------------- NET ASSETS ............................................................................... $ 29,530,020 ================= NET ASSETS CONSIST OF: Par value of shares of capital stock................................................. $ 133,009 Additional paid-in capital........................................................... 26,437,761 Undistributed net investment income.................................................. 113,963 Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency...................................... 4,492,351 Accumulated net realized losses from investments and foreign currency transactions... (1,647,064) ----------------- Net assets.................................................................. $ 29,530,020 ================= CLASS A SHARES Net assets....................................................................... $ 29,527,762 Shares outstanding............................................................... 2,659,962 Net asset value and redemption price per share .................................. $ 11.10 ========= Maximum offering price per share (100/95.25 of $11.10)*.......................... $ 11.65 ========= CLASS B SHARES Net assets....................................................................... $ 1,129 Shares outstanding............................................................... 104 Net asset value, offering and redemption price per share......................... $ 10.86 ========= CLASS C SHARES Net assets....................................................................... $ 1,129 Shares outstanding............................................................... 104 Net asset value, offering and redemption price per share......................... $ 10.86 ========= * On purchases of $100,000 or more, the offering price is reduced. SEE NOTES TO FINANCIAL STATEMENTS 12 DAVIS RESEARCH FUND STATEMENT OF OPERATIONS For the year ended July 31, 2004 ================================================================================ INVESTMENT INCOME: Income: Dividends (Net of foreign withholding taxes of $26,562).......................... $ 442,728 Interest......................................................................... 20,722 -------- Total income............................................................. 463,450 Expenses: Management fees (Note 3)........................................ $ 219,231 Custodian fees.................................................. 39,092 Transfer agent fees Class A.................................................... 1,984 Class B.................................................... 4 Class C.................................................... 4 Audit fees...................................................... 12,000 Legal fees...................................................... 77 Accounting fees (Note 3)........................................ 6,000 Reports to shareholders ........................................ 568 Directors' fees and expenses ................................... 579 Registration and filing fees ................................... 2,422 Miscellaneous .................................................. 6,356 Payments under distribution plan (Note 4) Class B.................................................... 8 Class C.................................................... 8 --------------- Total expenses.......................................................... 288,333 Expenses paid indirectly (Note 6)....................................... (19) ----------------- Net expenses............................................................ 288,314 ----------------- Net investment income .............................................. 175,136 ----------------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain (loss) from: Investment transactions.......................................................... 1,446,682 Foreign currency transactions.................................................... (15,403) Net increase in unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency........................... 1,657,866 ----------------- Net realized and unrealized gain on investments and foreign currency............. 3,089,145 ----------------- Net increase in net assets resulting from operations ................... $ 3,264,281 ================= SEE NOTES TO FINANCIAL STATEMENTS 13 DAVIS RESEARCH FUND STATEMENTS OF CHANGES IN NET ASSETS ================================================================================ YEAR ENDED YEAR ENDED JULY 31, JULY 31, 2004 2003 ---- ---- OPERATIONS: Net investment income........................................... $ 175,136 $ 202,672 Net realized gain (loss) from investments and foreign currency transactions........................... 1,431,279 (917,454) Net increase in unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency............................. 1,657,866 5,423,121 ----------------- --------------- Net increase in net assets resulting from operations........ 3,264,281 4,708,339 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Class A ................................................... (188,738) (169,641) CAPITAL SHARE TRANSACTIONS: Net increase (decrease) in net assets resulting from capital share transactions (Note 5): Class A ................................................... 283,429 8,007 Class B ................................................... - (75) Class C ................................................... - (75) ----------------- --------------- Total increase in net assets................................ 3,358,972 4,546,555 NET ASSETS: Beginning of year............................................... 26,171,048 21,624,493 ----------------- --------------- End of year*.................................................... $ 29,530,020 $ 26,171,048 ================= =============== *Including undistributed net investment income of........... $ 113,963 $ 142,968 SEE NOTES TO FINANCIAL STATEMENTS 14 DAVIS RESEARCH FUND NOTES TO FINANCIAL STATEMENTS July 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis New York Venture Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Fund's investment objective is long term growth of capital. The Fund commenced operations on October 31, 2001. The Fund offers shares in three classes, Class A, Class B, and Class C. The Class A shares are sold with a front-end sales charge and the Class B and Class C shares are sold at net asset value and may be subject to a contingent deferred sales charge upon redemption. Income, expenses (other than those attributable to a specific class), and gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by each class. Operating expenses directly attributable to a specific class, such as distribution and transfer agent fees, are charged against the operations of that class. All classes have identical rights with respect to voting (exclusive of each Class's distribution arrangement), liquidation, and distributions. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION - Portfolio securities listed on national securities exchanges are valued at the last reported sales price on the day of valuation. Securities traded in the over the counter market and listed securities for which no sale was reported on that date are stated at the average of closing bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith by the Board of Directors. Short-term obligations are valued at amortized cost, which approximates fair value. These valuation procedures are reviewed and subject to approval by the Board of Directors. MASTER REPURCHASE AGREEMENTS - The Fund, along with other affiliated funds, may transfer uninvested cash balances into one or more master repurchase agreement accounts. These balances are invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. CURRENCY TRANSLATION - The market values of all assets and liabilities denominated in foreign currencies are recorded in the financial statements after translation to the U.S. dollar based upon the mean between the bid and offered quotations of the currencies against U.S. dollars on the date of valuation. The cost basis of such assets and liabilities is determined based upon historical exchange rates. Income and expenses are translated at average exchange rates in effect as accrued or incurred. FOREIGN CURRENCY - The Fund may enter into forward purchases or sales of foreign currencies to hedge certain foreign currency denominated assets and liabilities against declines in market value relative to the U.S. dollar. Forward currency contracts are marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the forward currency contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the forward currency contract at the time it was opened and value at the time it was closed. Investments in forward currency contracts may expose the Fund to risks resulting from unanticipated movements in foreign currency exchange rates or failure of the counter-party to the agreement to perform in accordance with the terms of the contract. 15 DAVIS RESEARCH FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) Reported net realized foreign exchange gains or losses arise from sales and maturities of investments, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. The Fund includes foreign currency gains and losses realized on the sale of investments together with market gains and losses on such investments in the statement of operations. FEDERAL INCOME TAXES - It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income, including any net realized gains on investments not offset by loss carryovers, to shareholders. Therefore, no provision for federal income or excise tax is required. At July 31, 2004, the Fund had approximately $1,626,000 of capital loss carryforwards available to offset future capital gains, if any, which expire in 2011. SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME - Securities transactions are accounted for on the trade date (date the order to buy or sell is executed) with realized gain or loss on the sale of securities being determined based upon identified cost. Dividend income is recorded on the ex-dividend date. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions to shareholders are recorded on the ex-dividend date. Net investment income (loss), net realized gains (losses) and net unrealized appreciation (depreciation) of investments may differ for financial statement and tax purposes primarily because of the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes and the tax deferral of losses on "wash sale" transactions. The character of the dividends and distributions made during the fiscal year from net investment income and net realized securities gains may differ from their ultimate characterization for Federal income tax purposes. Also, due to the timing of the dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which income or realized gain was recorded by the Fund. The Fund adjusts the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. Accordingly, during the year ended July 31, 2004 amounts have been reclassified to reflect a decrease to undistributed net investment income of $15,403 and a corresponding decrease to accumulated net realized loss. Net assets have not been affected by this reclassification. The tax character of distributions paid during the years ended July 31, 2004 and 2003 is as follows: 2004 2003 ------------ ------------ Ordinary income........................... $ 188,738 $ 169,641 16 DAVIS RESEARCH FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) As of July 31, 2004, the components of distributable earnings (accumulated losses) on a tax basis were as follows: 2004 ------------ Undistributed net investment income....................... $ 113,963 Accumulated net realized losses from investments and foreign currency transactions..................... (1,625,831) Net unrealized appreciation on investments and foreign currency transactions................................. 4,471,118 ------------ Total................................................... $ 2,959,250 USE OF ESTIMATES IN FINANCIAL STATEMENTS - In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates. NOTE 2 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) for the year ended July 31, 2004, were $13,306,572 and $11,985,599, respectively. NOTE 3 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES Advisory fees are paid to Davis Advisors (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. Management fees paid during the year ended July 31, 2004, approximated 0.75% of average net assets. State Street Bank & Trust Co. ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee for these services for the year ended July 31, 2004 amounted to $81. 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 also paid for certain accounting services. The fee amounted to $6,000 for the year ended July 31, 2004. Certain directors and the 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 year ended July 31, 2004, Davis Distributors, LLC, the Fund's Underwriter (the "Underwriter" or "Distributor") received no commissions earned on sales of Class A shares of the Fund. 17 DAVIS RESEARCH FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - (CONTINUED) CLASS A SHARES - CONTINUED 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% of the average net assets maintained by the responsible dealers. The Underwriter is not reimbursed for accounts for which the Underwriter pays no service fees to other firms. There was no service fee for Class A shares of the Fund for the year ended July 31, 2004. 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 Davis Distributors, LLC (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 National Association of Securities Dealers, Inc., ("NASD"), which currently is 1.00%. Therefore, the effective rate of the Class B Distribution Plan is currently 1%, of which 0.75% may be used to pay distribution expenses and 0.25% may be used to pay shareholder service fees. The NASD rule also limits the aggregate amount the Fund may pay for distribution to 6.25% of gross Fund sales since inception of the Rule 12b-1 plan, plus interest, at 1% over the prime rate on unpaid amounts. The Distributor intends to seek full payment (plus interest at prime plus 1%) of distribution charges that exceed the 1% annual limit in some future period or periods when the plan limits have not been reached. During the year ended July 31, 2004, Class B shares of the Fund made distribution payments of $8. During the year ended July 31, 2004, there were no payments made for service fees. There were no commission advances by the Distributor during the year ended July 31, 2004 on the sale of Class B shares of the Fund. The Distributor intends to seek payment from Class B shares of the Fund in the amount of $51, which represents the maximum amount allowed under applicable NASD rules discussed above. The Fund has no contractual obligation to pay any such distribution charges and the amount, if any, timing and condition of such payments 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% of the lesser of net asset value of the shares redeemed or the total cost of such shares. During the year ended July 31, 2004 the Distributor received no contingent deferred sales charges from Class B shares of the Fund. 18 DAVIS RESEARCH FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 4 - DISTRIBUTION AND UNDERWRITING FEES - (CONTINUED) 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% if redeemed within one year of purchase. Payments under the Class C Distribution Plan are limited to an annual rate 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 National Association of Securities Dealers, Inc., ("NASD"), which currently is 1.00%. Therefore, the effective rate of the Class C Distribution Plan is currently 1%, 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% limitations applicable to the Class B Distribution Plan. During the year ended July 31, 2004, Class C shares of the Fund made distribution payments of $8. During the year ended July 31, 2004, there were no payments made for service fees. During the year ended July 31, 2004, the Distributor received no contingent deferred sales charges from Class C shares of the Fund. NOTE 5 - CAPITAL STOCK At July 31, 2004, there were 3,000,000,000 shares of capital stock ($0.05 par value per share) authorized, 500,000,000 of which shares are classified as Davis Research Fund. Transactions in capital stock were as follows: CLASS A - ------- YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. 9,095 $ 98,800 28,494 $ 251,825 Shares issued in reinvestment of distributions. 16,988 188,738 19,794 169,641 ------------- --------------- ------------ -------------- 26,083 287,538 48,288 421,466 Shares redeemed................................ (370) (4,109) (41,694) (413,459) ------------- --------------- ------------ -------------- Net increase ............................. 25,713 $ 283,429 6,594 $ 8,007 ============= =============== ============ ============== CLASS B - ------- YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. - $ - - $ - Shares redeemed................................ - - (8) (75) ------------- --------------- ------------ -------------- Net decrease.............................. - $ - (8) $ (75) ============= =============== ============ ============== 19 DAVIS RESEARCH FUND NOTES TO FINANCIAL STATEMENTS - (Continued) July 31, 2004 ================================================================================ NOTE 5 - CAPITAL STOCK - (CONTINUED) CLASS C - ------- YEAR ENDED YEAR ENDED JULY 31, 2004 JULY 31, 2003 ------------------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT ------ ------ ------ ------ Shares subscribed.............................. - $ - - $ - Shares redeemed................................ - - (8) (75) ------------- --------------- ------------ -------------- Net decrease.............................. - $ - (8) $ (75) ============= =============== ============ ============== NOTE 6 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, custodian fees are reduced for earnings on cash balances maintained at the custodian by the Fund. Such reductions amounted to $19 during the year ended July 31, 2004. NOTE 7 - BANK BORROWINGS 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 Davis Funds 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 year ended July 31, 2004. NOTE 8 - LITIGATION MATTERS On June 2, 2004, a proposed class action lawsuit was filed in the United States District Court for the Southern District of New York on behalf of investors in certain mutual funds ("Funds") managed by Davis Selected Advisers L.P. ("Davis Advisors") including the Davis Research Fund. The plaintiffs claim that Davis Advisors and its affiliates, and the individual directors of the Funds (collectively the "Defendants") used Fund assets to pay brokers to market the Funds and that the Defendants disguised such payments as brokerage commissions and further failed to disclose such payments in public filings or elsewhere. The lawsuit seeks damages of unspecified amounts. Three substantially identical proposed class action lawsuits were filed against the Defendants later in June and July 2004 in the United States Court for the Southern District of New York. Davis Advisors believes the actions are without merit and the Defendants intend to vigorously defend the proceedings. Although no determination can be made at this time, the Fund does not expect this lawsuit to have a material adverse effect on the assets or results of the Fund. 20 DAVIS RESEARCH FUND FINANCIAL HIGHLIGHTS CLASS A ================================================================================ Financial Highlights for a share of capital stock outstanding throughout the period. OCTOBER 31, 2001 (COMMENCEMENT OF OPERATIONS) YEAR ENDED JULY 31, THROUGH --------------------------- JULY 31, 2004 2003 2002 ---- ---- ---- Net Asset Value, Beginning of Period........... $ 9.93 $ 8.23 $ 10.00 ------- ------- ------- Income (Loss) From Investment Operations - ---------------------------------------- Net Investment Income..................... 0.06 0.07 0.06 Net Realized and Unrealized Gains (Losses) 1.18 1.69 (1.82) ------- ------- ------- Total From Investment Operations........ 1.24 1.76 (1.76) Dividends and Distributions - --------------------------- Dividends from Net Investment Income...... (0.07) (0.06) (0.01) ------- ------- ------- Net Asset Value, End of Period................ $ 11.10 $ 9.93 $ 8.23 ======= ======= ======= Total Return (1)............................... 12.50% 21.56% (17.62)% - ------------- Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (000 omitted)... $29,528 $26,169 $21,623 Ratio of Expenses to Average Net Assets... 0.99% 1.03% 1.05%* Ratio of Net Investment Income to Average Net Assets.............................. 0.60% 0.87% 0.81%* Portfolio Turnover Rate(2)................ 44% 119% 45% (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. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 21 DAVIS RESEARCH FUND FINANCIAL HIGHLIGHTS CLASS B ================================================================================ Financial Highlights for a share of capital stock outstanding throughout the period. OCTOBER 31, 2001 (COMMENCEMENT OF OPERATIONS) YEAR ENDED JULY 31, THROUGH ------------------------- JULY 31, 2004 2003 2002 ---- ---- ---- Net Asset Value, Beginning of Period........... $ 9.79 $ 8.17 $ 10.00 ------- ------- ------- Income (Loss) From Investment Operations - ---------------------------------------- Net Investment Loss....................... (0.09) (0.06) (0.02) Net Realized and Unrealized Gains (Losses) 1.16 1.68 (1.81) ------- ------- ------- Total From Investment Operations........ 1.07 1.62 (1.83) Net Asset Value, End of Period................ $ 10.86 $ 9.79 $ 8.17 ======= ======= ======= Total Return (1).............................. 10.93% 19.83% (18.30)% - ------------- Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (000 omitted)... $1 $1 $1 Ratio of Expenses to Average Net Assets... 2.05% 2.06% 2.04%* Ratio of Net Investment Loss to Average Net Assets.............................. (0.46)% (0.16)% (0.18)%* Portfolio Turnover Rate(2)................ 44% 119% 45% (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. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 22 DAVIS RESEARCH FUND FINANCIAL HIGHLIGHTS CLASS C ================================================================================ Financial Highlights for a share of capital stock outstanding throughout the period. OCTOBER 31, 2001 (COMMENCEMENT OF OPERATIONS) YEAR ENDED JULY 31, THROUGH ------------------------- JULY 31, 2004 2003 2002 ---- ---- ---- Net Asset Value, Beginning of Period........... $ 9.79 $ 8.17 $ 10.00 ------- ------- ------- Income (Loss) From Investment Operations - ---------------------------------------- Net Investment Loss....................... (0.09) (0.06) (0.02) Net Realized and Unrealized Gains (Losses) 1.16 1.68 (1.81) ------- ------- ------- Total From Investment Operations........ 1.07 1.62 (1.83) Net Asset Value, End of Period................ $ 10.86 $ 9.79 $ 8.17 ======= ======= ======= Total Return (1)............................... 10.93% 19.83% (18.30)% - ------------- Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (000 omitted)... $1 $1 $1 Ratio of Expenses to Average Net Assets... 2.05% 2.06% 2.04%* Ratio of Net Investment Loss to Average Net Assets.............................. (0.46)% (0.16)% (0.18)%* Portfolio Turnover Rate(2)................ 44% 119% 45% (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. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 23 DAVIS RESEARCH FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ================================================================================ TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF DAVIS NEW YORK VENTURE FUND, INC.: We have audited the accompanying statement of assets and liabilities of Davis Research Fund (a series of Davis New York Venture Fund, Inc.), including the schedule of investments, as of July 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period from October 31, 2001 (commencement of operations) to July 31, 2002. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Davis Research Fund as of July 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and the period from October 31, 2001 (commencement of operations) to July 31, 2002, in conformity with U.S. generally accepted accounting principles. /s/ KPMG LLP Denver, Colorado September 10, 2004 24 DAVIS RESEARCH FUND FOR THE YEAR ENDED JULY 31, 2004 (UNAUDITED) ================================================================================ FEDERAL INCOME TAX INFORMATION In early 2005, shareholders will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2004. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. During the fiscal year ended July 31, 2004, $188,738 of dividends paid by the Fund constituted net investment income dividends for Federal income tax purposes. Dividends paid by the Fund during the fiscal year ended July 31, 2004 which are not designated as capital gain distribution should be multiplied by 55% to arrive at the net amount eligible for the corporate dividends-received deduction. For the fiscal year ended July 31, 2004 certain dividends paid by the Fund constitute qualified dividend income for Federal income tax purposes. The Fund designates $104,568 as qualified dividend income. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax adviser for specific guidance. 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 1-800-279-2279, (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 1-800-279-2279, (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 1-800-279-2279 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. 25 DAVIS RESEARCH FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ 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 85706. Each Director serves until their retirement, resignation, death or removal. Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-two (72), except that any person who was a Director on July 1, 1994, and at that date was seventy-three (73) years of age or less shall retire from the Board of Directors and cease being a Director at the close of business on the last day of the year in which the Director attains age seventy-four (74). NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President of Bass & 11 none BASS, JR. since 1990 Associates (financial (born 8/21/31) consulting); formerly First Deputy City Treasurer, City of Chicago; and Executive Vice President, Chicago Title and Trust Company (bank and trust). MARC P. BLUM Director director Chief Executive 11 Director, Legg Mason Trust (born 9/9/42) since 1986 Officer, World Total (asset management company) Return Fund, LLLP; Of and Rodney Trust Company Counsel to Gordon, (Delaware); Former Director, Feinblatt, Rothman, Mid-Atlantic Realty Trust Hoffberger and (real estate investment Hollander, LLC (law trust); Trustee, College of firm). Notre Dame of Maryland, McDonogh School and other public charities, private foundations, and businesses. THOMAS S. GAYNER Director director Chief Investment 11 Markel Corporation. (born 12/16/61) since 2004 Officer Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 11 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering);Chairman, Santa (energy project Fe Center Enterprises, development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 26 DAVIS RESEARCH FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - (CONTINUED) NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED D. JAMES GUZY Director director Chairman, PLX 11 Director, Intel Corp. (born 3/7/36) since 1982 Technology, Inc. (semi-conductor (semi-conductor manufacturer), Cirrus Logic manufacturer). Corp. (semi-conductor manufacturer), Alliance Technology Fund (a mutual fund), Micro Component Technology, Inc. (micro-circuit handling and testing equipment manufacturer), LogicVision, Inc. (semi-conductor software company), and Tessera Technologies, Inc. (semi-conductor packaging company); Former Director, Novellus Systems, Inc. (semi-conductor manufacturer). G. BERNARD Director director Managing General 11 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 11 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services of Bank of America (an investment management firm) from 2001 until 2002; prior to that a managing director and global head of marketing and distribution for Lazard Asset Management (an investment management firm) for ten years. THEODORE B. Director director Chairman of John 11 Mayor of the Incorporated SMITH, JR. since 1994 Hassall, Inc. Village of Mill Neck. (born 12/23/32) (fastener manufacturing); Chairman of Cantrock Realty. 27 DAVIS RESEARCH FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - (CONTINUED) NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INDEPENDENT DIRECTORS - CONTINUED CHRISTIAN R. Director director General Partner of 11 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer of Mulford Securities Corporation (private investment fund) until 1990; formerly Vice President of Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 14 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer of portfolios) since 1996; Equity Office Director, Modine Properties Trust (a Manufacturing, Inc. (heat real estate investment transfer technology); trust); Former Chief Director, Chicago Bridge & Administrative Officer Iron Company, N.V. of Crate & Barrel (industrial construction and (home furnishings engineering). retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Head of 11 Former Director of the Van (born 8/16/35) Chairman since 1994 Equity Research, Eck/Chubb Funds six Chairman of U.S. portfolios (mutual fund). Investment Policy Committee and Member of the International Investment Committee, all for Fiduciary Trust Company International (money management firm) Consultant to Davis Selected Advisers, L.P. 28 DAVIS RESEARCH FUND 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ DIRECTORS - (CONTINUED) NUMBER OF TERM OF PORTFOLIOS IN OFFICE AND PRINCIPAL FUND COMPLEX POSITION(S) LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ---------------- -------------- ------------------------ ---------------- ------------------------------- INSIDE DIRECTORS* - CONTINUED ANDREW A. DAVIS Director director President or Vice 14 Director of the Selected (born 6/25/63) since 1997 President of each Funds (consisting of three Davis Fund and portfolios) since 1998. Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. CHRISTOPHER C. Director director Chief Executive 14 Director of the Selected DAVIS since 1997 Officer, President or Funds (consisting of three (born 7/13/65) Vice President of each portfolios) since 1998. Davis Fund and Selected Fund; Chairman and Chief Executive Officer, 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). * 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. 29 DAVIS RESEARCH FUND 2949 East Elvira Road, Tucson, Arizona 85706 ================================================================================ DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Christopher C. Davis Andrew A. Davis President Christopher C. Davis Andrew A. Davis Thomas S. Gaynor Vice President Jerry D. Geist Kenneth C. Eich D. James Guzy Executive Vice President & G. Bernard Hamilton Principal Executive Officer Robert P. Morgenthau Sharra L. Reed Theodore B. Smith, Jr. Vice President & Chief Compliance Christian R. Sonne Officer Marsha Williams Douglas A. Haines Vice President & Principal Accounting Officer Thomas D. Tays Vice President & Secretary INVESTMENT ADVISER Davis Selected Advisers, L.P. (doing business as "Davis Advisors") 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 (800) 279-0279 DISTRIBUTOR Davis Distributors, LLC 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 TRANSFER AGENT & CUSTODIAN State Street Bank and Trust Company c/o The Davis Funds P.O. Box 8406 Boston, Massachusetts 02266-8406 COUNSEL Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 AUDITORS KPMG LLP 707 Seventeenth Street Suite 2700 Denver, Colorado 80202 ================================================================================ FOR MORE INFORMATION ABOUT DAVIS RESEARCH 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. ================================================================================ 30 ITEM 2. CODE OF ETHICS 	 The registrant has adopted a code of ethics that applies to the 	 registrant's principal executive officer, principal financial officer, 	 principal accounting officer or controller, or persons performing 	 similiar functions. 	 The code of ethics was amended effective November 1, 2003. Items 	 amended include notifying the Chief Legal Officer of any violations to 	 the code. The other amended item is maintaining each version of the 	 code for a period of six years. 	 Additionally, Exhibit A of the code of ethics was amended September 14, 2004 to reflect Douglas A. Haines as Principal Financial Officer and Principal Accounting Officer. 	 A copy of the code of ethics is filed as an exhibit to this form N-CSR. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT 	 The registrant's board of directors has determined that independant 	 trustee Marsha Williams qualifies as the "audit committee financial 	 expert", as defined in Item 3 of form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES 	(a) Audit Fees. The aggregate Audit Fees billed by KPMG LLP ("KPMG") 	 for professional services rendered for the audits of the financial 	 statements, or services that are normally provided in connection 	 with statutory and regulatory filings or engagements for the fiscal 	 year ends July 31, 2004 and July 31, 2003 were $96,284 and 	 $99,716, respectively. 	(b) Audit-Related Fees. The aggregate Audit-Related Fees billed by 	 KPMG for services rendered for assurance and related services that 	 are not reasonably related to the performance of the audit or 	 review of the fund financial statements, but not reported as Audit 	 Fees for the fiscal year ends July 31, 2004 and July 31, 2003 	 were $0 and $0, respectively. 	(c) Tax Fees. The aggregate Tax Fees billed by KPMG for professional 	 services rendered for tax compliance, tax advise and tax planning 	 for the fiscal year ends July 31, 2004 and July 31, 2003 were 	 $8,740 and $12,915, respectively. 	 Fees included in the Tax Fee category comprise all services 	 performed by professional staff in the independent accountant's 	 tax division except those services related to the audit. These 	 services include preparation of tax returns, tax advice related to 	 mergers and a review of the fund income and capital gain 	 distributions. 	(d) All Other Fees. The aggregate Other Fees billed by KPMG for all 	 other non-audit services rendered to the fund for the fiscal year 	 ends July 31, 2004 and July 31, 2003 were $2,000 and $0, respectively. 	 Fees included in the Other Fee category include consents for a 	 offering of new Class R shares in Davis New York Venture Fund. 	(e)(1) Audit Committee Pre-Approval Policies and Procedures. 	 The fund Audit Committee must pre-approve all audit and non-audit 	 services provided by the independent accountant relating to the 	 operations or financial reporting of the funds. Prior to the 	 commencement of any audit or non-audit services to a fund, the 	 Audit Committee reviews the services to determine whether they are 	 appropriate and permissible under applicable law. 	 The fund Audit Committee has adopted a policy whereby audit and 	 non-audit services performed by the fund independent accountant 	 require pre-approval in advance at regularly scheduled Audit 	 Committee meetings. If such a service is required between 	 regularly scheduled Audit Committee meetings, pre-approval may be 	 authorized by the Audit Committee Chairperson with ratification at 	 the next scheduled audit committee meeting. 	(2) No services included in (b) - (d) above were approved pursuant to 	 paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. 	(f) Not applicable 	(g) The Funds' independent accountant did not provide any services to 	 the investment advisor or any affiliate for the fiscal years ended 	 July 31, 2004 and July 31, 2003. The fund has not paid any fees 	 for non-audit not previously disclosed in items 4 (b)-(d). 	(h) The registrant's audit committee of the board of trustees has 	 considered whether the provision of non-audit services that were 	 rendered to the registrant's investment adviser, and any entity 	 controlling, controlled by, or under common control with the 	 investment adviser that provides ongoing services to the registrant 	 that were not pre-approved pursuant to paragraph (c)(7)(ii) of 	 Rule 2-01 of Regulation S-X is compatible with maintaining the 	 principal accountant's independence. No such services were 	 rendered. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS - Not Required ITEM 6. SCHEDULE OF INVESTMENTS - Not Applicable ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES - Not Applicable ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PERSONS - Not Applicable ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 	 There have been no changes to the procedures by which shareholders 	 may recommend nominees to the registrant's Board of Trustees. ITEM 10. CONTROLS AND PROCEDURES 	 (a) The registrant's principal executive officer and principal financial 	 officer have concluded that the registrant's disclosure controls and 	 procedures (as defined in Rule 30a-2(c) under the Investment Company 	 Act of 1940, as amended) are effective as of a date within 90 days 	 of the filing date of this report. 	 (b) There have been no significant changes in the registrant's internal 	 controls or in other factors that could significantly affect these 	 controls. ITEM 11. EXHIBITS 	 EX-99.CODE ETH - Code of Ethics 	 EX-99.CERT - Section 302 Certification 	 EX-99.906 CERT - Section 906 CertificationITEM 11. EXHIBITS Signatures Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on it behalf by the undersigned, thereunto duly authorized. DAVIS NEW YORK VENTURE FUND, INC. By /s/ Kenneth C. Eich Kenneth C. Eich Principal Executive Officer Date: October 6, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Kenneth C. Eich Kenneth C. Eich Principal Executive Officer Date: October 6, 2004 By /s/ Douglas A. Haines Douglas A. Haines Principal Financial officer Date: October 6, 2004