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 811-09293 Davis Variable Account 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: December 31 Date of reporting period: June 30, 2005 ITEM 1. REPORTS TO STOCKHOLDERS SEMI-ANNUAL REPORT JUNE 30, 2005 DAVIS VALUE PORTFOLIO DAVIS FINANCIAL PORTFOLIO DAVIS REAL ESTATE PORTFOLIO (PORTFOLIOS OF DAVIS VARIABLE ACCOUNT FUND, INC.) [LOGO OMITTED] DAVIS FUNDS OVER 35 YEARS OF RELIABLE INVESTING* TABLE OF CONTENTS Management's Discussion and Analysis: Davis Value Portfolio.................................................2 Davis Financial Portfolio.............................................3 Davis Real Estate Portfolio...........................................4 Fund Overview: Davis Value Portfolio.................................................7 Davis Financial Portfolio.............................................8 Davis Real Estate Portfolio...........................................9 Expense Example...............................................................10 Schedule of Investments: Davis Value Portfolio................................................12 Davis Financial Portfolio............................................16 Davis Real Estate Portfolio..........................................18 Statements of Assets and Liabilities..........................................21 Statements of Operations......................................................22 Statements of Changes in Net Assets...........................................23 Notes to Financial Statements.................................................25 Financial Highlights: Davis Value Portfolio................................................30 Davis Financial Portfolio............................................31 Davis Real Estate Portfolio..........................................32 Fund Information..............................................................33 Director Approval of Advisory Agreements......................................34 Directors and Officers........................................................37 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the six-month period ended June 30, 2005, the stock market, as measured by the Standard & Poor's 500(R) Index(1), declined by 0.81%. Inflation-adjusted gross domestic product, the most comprehensive measure of economic activity, increased 3.4% in the second quarter after increasing 3.8% in the first quarter. Interest rates, as measured by the 10-year Treasury bond, were stable for the first two months of the year, rose sharply in March, and then slowly declined over the second quarter of 2005. DAVIS VALUE PORTFOLIO PERFORMANCE OVERVIEW Davis Value Portfolio returned 1.27% for the six-month period ended June 30, 2005(2), compared to its benchmark, the Standard & Poor's 500(R) Index(1), which declined by 0.81%. Energy companies were the most important contributors(3) to the Portfolio's performance over the six-month period. Energy companies were also the strongest performing sector of the S&P 500(R) Index. The Portfolio benefited both by investing a larger percentage of its assets in energy companies than did the Index, and as a group, the individual energy companies that the Portfolio owned out-performed the average energy company included in the Index. All of the Portfolio's energy companies performed well, with EOG Resources(4), ConocoPhillips, Occidental Petroleum, and Devon Energy, all among the Portfolio's top contributors to performance for the six-month period. Industrial companies were the most important detractors from the Portfolio's performance over the six-month period. Tyco International was among the top detractors from performance. The Portfolio's largest industry group holdings were in insurance companies. Insurance companies turned in a mixed performance over the six-month period, with Progressive and Loews among the top contributors to performance, and American International Group and Berkshire Hathaway among the Portfolio's top detractors from performance. The Portfolio also held significant investments in diversified financial companies. Overall, the Portfolio's diversified financial companies detracted from performance over the six-month period. American Express and JPMorgan Chase were both among the top detractors from performance. Individual companies making important contributions to the Portfolio's performance over the period included HCA, a health care equipment and services company; Altria Group, a food, beverage, and tobacco company; and H&R Block, a consumer services company. Individual companies detracting from performance over the period included Comcast, a media company; and Lexmark International, a technology hardware and equipment company. The Portfolio managers have identified a number of investment opportunities in foreign companies. The Portfolio ended the period with approximately 11% of its portfolio invested in foreign companies. As a group, the foreign companies owned by the Portfolio slightly under-performed the S&P 500(R) Index over the six-month period. 2 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED DAVIS FINANCIAL PORTFOLIO PERFORMANCE OVERVIEW Davis Financial Portfolio declined by 2.65% for the six-month period ended June 30, 2005(2), compared to its benchmark, the Standard & Poor's 500(R) Index(1), which declined by 0.81%. Financial sector companies as a group under-performed the S&P 500(R) Index over the six-month period. The Portfolio's insurance, diversified financial, and banking companies all reflected this difficult market for financial companies. The Portfolio's largest holdings were in insurance companies. Over the six-month period insurance companies as a whole were the largest detractors(3) from the Portfolio's performance. While Progressive(4), Loews, and Everest Re Group were among the top contributors to the Portfolio's performance, this was offset by Transatlantic Holdings, American International Group, Markel, Cincinnati Financial, Berkshire Hathaway, and FPIC Insurance Group, which were all among the top detractors from the Portfolio's performance. The Portfolio's diversified financial holdings also under-performed the S&P 500(R) Index. Julius Baer, Moody's, and Providian were among the top contributors to performance. American Express and JPMorgan Chase were among the top detractors from performance. The Portfolio no longer owns Julius Baer or Providian. The Portfolio's bank holdings slightly out-performed the S&P 500(R) Index. Golden West Financial was among the top contributors to performance. Fifth Third Bancorp was among the top detractors from the Portfolio's performance over the six-month period. The Portfolio no longer owns Fifth Third Bancorp. Among the Portfolio's non-financial holdings, H&R Block and Altria Group were among the top contributors to performance, while Tyco International was among the top detractors from performance over the six-month period. 3 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED DAVIS REAL ESTATE PORTFOLIO PERFORMANCE OVERVIEW Davis Real Estate Portfolio returned 3.96% for the six-month period ended June 30, 2005(2), compared with a return of 6.79% for the Dow Jones Wilshire Real Estate Securities Index(1). The sector contributing(3) the most to the Portfolio's six-month performance was office property REITs. The Portfolio had more invested in office property REITs than in any other sector. The specific office property REITs that the Portfolio owned did not perform as well as the office property REITs included in the Dow Jones Wilshire Real Estate Securities Index, which reduced performance relative to the Index. Kilroy Realty(4), SL Green Realty, and CarrAmerica Realty, were each among the top contributors to the Portfolio's performance. Parkway Properties and Arden Realty were both among the top detractors from performance. The Portfolio no longer owns Parkway Properties. The sector detracting the most from the Portfolio's six-month performance was warehouse and industrial REITs. Catellus Development was among the top contributors to performance. Centerpoint Properties and Prologis were both among the top detractors from performance. Regional mall REITs turned in a strong six-month performance. While this sector represents a large portion of the Index, the Portfolio invested a smaller portion of its assets in this sector. Among the Portfolio's regional mall REITs, General Growth Properties was among the top contributors to the Portfolio's performance and Mills Corp. was among the top detractors from the Portfolio's performance. Diversified REITs represented a significant proportion of Portfolio assets. These companies turned in mixed performance. Capital Automotive and Vornado Realty Trust were both among the top contributors to performance, while Duke Realty and iStar Financial were both among the top detractors from performance. Individual companies making important contributions to the Portfolio's six-month performance included Forest City, a real estate operations and development company; and Gramercy Capital, a mortgage REIT. Individual companies detracting from the Portfolio's six-month performance included Plum Creek Timber, a forestry REIT; and Starwood Hotels & Resorts, a hotels & lodging company. The Portfolio no longer owns Plum Creek Timber or Starwood Hotels & Resorts. - ------------------------------ This Semi-Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Variable Account Funds prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Value Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Value Portfolio are: (1) market risk, (2) company risk, (3) financial services risk, (4) foreign country risk, (5) headline risk, and (6) selection risk. See the prospectus for a full description of each risk. 4 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED Davis Financial Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Financial Portfolio are: (1) market risk, (2) company risk, (3) concentrated financial services portfolio risk, (4) foreign country risk, (5) headline risk, and (6) selection risk. See the prospectus for a full description of each risk. Davis Financial Portfolio concentrates its investments in the financial sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the financial sector more than a portfolio that does not concentrate its portfolio. Davis Real Estate Portfolio's investment objective is total return through a combination of growth and income. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Real Estate Portfolio are: (1) market risk, (2) company risk, (3) concentrated real estate portfolio risk, (4) focused portfolio risk, (5) small and medium capitalization risk, (6) foreign country risk, (7) headline risk, and (8) selection risk. See the prospectus for a full description of each risk. Davis Real Estate Portfolio concentrates its investments in the real estate sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the real estate sector much more than a portfolio that does not concentrate its portfolio. Davis Real Estate Portfolio is allowed under its charter to focus its investments in fewer companies, and it may be subject to greater risks than a more diversified portfolio that is not allowed to focus its investments in a few companies. Should the portfolio manager determine that it is prudent to focus the Portfolio's portfolio in a few companies, the Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of its more focused portfolio. (1) The definitions of indices quoted in this report appear below. Investments cannot be made directly in the indices. I. 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. II. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly traded real estate securities, such as Real Estate Investment Trusts (REITs) and Real Estate Operating Companies (REOCs). The Index is capitalization-weighted. The beginning date was January 1, 1978, and the Index is rebalanced monthly and returns are calculated on a buy and hold basis. 5 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED (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. The following table lists the average annual total returns for the periods ended June 30, 2005. - --------------------------------------------------------------------------------------- INCEPTION PORTFOLIO NAME 1-YEAR 5-YEAR (July 1, 1999) - --------------------------------------------------------------------------------------- Davis Value Portfolio 8.92% 2.50% 3.69% - --------------------------------------------------------------------------------------- Davis Financial Portfolio 4.18% 5.13% 4.28% - --------------------------------------------------------------------------------------- Davis Real Estate Portfolio 30.12% 18.34% 15.15% - --------------------------------------------------------------------------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio 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) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. (4) This Management Discussion & 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 each Portfolio's holdings of each company discussed. Shares of the Davis Variable Account Funds 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. 6 DAVIS VARIABLE ACCOUNT FUND, INC. FUND OVERVIEW DAVIS VALUE PORTFOLIO At June 30, 2005 (Unaudited) ================================================================================ [2 PIECHARTS OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) Short Term Investments, Convertible Bond, Other Assets & Liabilities 0.8% Common Stocks 99.2% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) Banks 11.3% Materials 4.5% Technology 4.2% Capital Goods 4.0% Health Care 4.2% Food & Staples Retailing 3.6% Insurance 17.8% Diversified Financials 16.2% Energy 11.0% Food, Beverage and Tobacco 8.3% Media 5.5% Other 9.4% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- American Express Co. Consumer Finance 5.92% Altria Group, Inc. Food, Beverage, & Tobacco 5.03% Berkshire Hathaway Inc., Class A Property & Casualty Insurance 4.58% American International Group, Inc. Multi-Line Insurance 4.53% Tyco International Ltd. Capital Goods 3.97% JPMorgan Chase & Co. Diversified Financial Services 3.65% HSBC Holdings PLC Commercial Banks 3.37% Comcast Corp., Special Class A Media 3.27% Progressive Corp. (Ohio) Property & Casualty Insurance 3.20% Golden West Financial Corp. Thrifts & Mortgage Finance 3.17% 7 DAVIS VARIABLE ACCOUNT FUND, INC. FUND OVERVIEW DAVIS FINANCIAL PORTFOLIO At June 30, 2005 (Unaudited) ================================================================================ [2 PIECHARTS OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) Short Term Investments, Other Assets & Liabilities 7.5% Common Stocks 92.5% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) Banks 15.5% Materials 2.1% Capital Goods 5.0% Insurance 42.6% Food, Beverage and Tobacco 2.6% Diversified Financials 26.5% Consumer Services 3.0% Commercial Services & Supplies 2.7% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- American Express Co. Consumer Finance 10.81% Transatlantic Holdings, Inc. Reinsurance 8.83% Moody's Corp. Diversified Financial Services 5.41% American International Group, Inc. Multi-Line Insurance 5.32% Golden West Financial Corp. Thrifts & Mortgage Finance 5.31% Wells Fargo & Co. Commercial Banks 4.90% Citigroup Inc. Diversified Financial Services 4.87% Tyco International Ltd. Capital Goods 4.63% Cincinnati Financial Corp. Property & Casualty Insurance 4.57% Loews Corp. Multi-Line Insurance 4.37% 8 DAVIS VARIABLE ACCOUNT FUND, INC. FUND OVERVIEW DAVIS REAL ESTATE PORTFOLIO At June 30, 2005 (Unaudited) ================================================================================ [2 PIECHARTS OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) Short Term Investments, Preferred Stocks, Other Assets & Liabilities 5.5% Common Stocks 94.5% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) Real Estate Operations/Development 8.1% Regional Mall REITS 8.7% Warehouse & Industrial REITS 13.5% Mortgage REITS 1.7% Shopping Center REITS 13.2% Office Property REITS 25.8% Residential/Commercial Building 1.1% Diversified REITS 15.1% Apartment REITS 10.8% Health Care REITS 2.0% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- Centerpoint Properties Trust Warehouse & Industrial REITS 6.38% SL Green Realty Corp. Office Property REITS 4.20% Forest City Enterprises, Inc., Class A Real Estate Operations/Development 3.86% Vornado Realty Trust Diversified REITS 3.81% ProLogis Warehouse & Industrial REITS 3.73% General Growth Properties, Inc. Regional Mall REITS 3.68% Capital Automotive REIT Diversified REITS 3.67% Developers Diversified Realty Corp. Shopping Center REITS 3.61% Alexandria Real Estate Equities, Inc. Office Property REITS 3.40% Cousins Properties, Inc. Diversified REITS 3.18% 9 DAVIS VARIABLE ACCOUNT FUND, INC. EXPENSE EXAMPLE (Unaudited) ================================================================================ BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (01/01/05) (06/30/05) (01/01/05-06/30/05) ---------- ---------- ------------------- DAVIS VALUE PORTFOLIO Actual...................................... $1,000.00 $1,012.74 $4.04 Hypothetical................................ $1,000.00 $1,020.78 $4.06 DAVIS FINANCIAL PORTFOLIO Actual...................................... $1,000.00 $ 973.48 $4.16 Hypothetical................................ $1,000.00 $1,020.58 $4.26 DAVIS REAL ESTATE PORTFOLIO Actual...................................... $1,000.00 $1,039.59 $4.40 Hypothetical................................ $1,000.00 $1,020.48 $4.36 Hypothetical assumes 5% annual return before expenses. *Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). See page 11 for a description of the "Expense Example". The annualized expense ratios for the six-month period ended June 30, 2005 are as follows: ANNUALIZED EXPENSE RATIO ----- Davis Value Portfolio..................................... 0.81% Davis Financial Portfolio................................. 0.85% Davis Real Estate Portfolio............................... 0.87% 10 DAVIS VARIABLE ACCOUNT FUND, INC. EXPENSE EXAMPLE (Unaudited) - Continued ================================================================================ THE FOLLOWING DISCLOSURE PROVIDES IMPORTANT INFORMATION REGARDING THE FUNDS' EXPENSE EXAMPLE. PLEASE REFER TO THIS INFORMATION WHEN REVIEWING THE EXPENSE EXAMPLE FOR EACH FUND. EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative fees and other Fund expenses. The Expense Example is intended to help you understand your ongoing costs (in dollars) of investing in each 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 Fund is from 01/01/05 to 6/30/05. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the funds. If these charges 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" 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. Therefore, the information in the row entitled "Hypothetical" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. 11 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (99.17%) AUTOMOBILES & COMPONENTS - (0.69%) 92,700 Harley-Davidson, Inc. ....................................................... $ 4,597,920 ------------- AUTOMOTIVE RETAIL - (0.76%) 54,500 AutoZone, Inc.*.............................................................. 5,039,070 ------------- CAPITAL GOODS - (3.97%) 905,958 Tyco International Ltd. ..................................................... 26,453,974 ------------- CAPITAL MARKETS - (0.97%) 96,600 Morgan Stanley............................................................... 5,068,602 28,100 State Street Corp. .......................................................... 1,355,825 ------------- 6,424,427 ------------- COMMERCIAL BANKS - (8.09%) 161,000 Fifth Third Bancorp.......................................................... 6,629,175 1,406,940 HSBC Holdings PLC............................................................ 22,435,254 161,700 Lloyds TSB Group PLC, ADR.................................................... 5,505,885 312,800 Wells Fargo & Co. ........................................................... 19,262,224 ------------- 53,832,538 ------------- COMMERCIAL SERVICES & SUPPLIES - (1.30%) 94,400 D&B Corp.*................................................................... 5,819,760 986,400 Rentokil Initial PLC......................................................... 2,823,315 ------------- 8,643,075 ------------- CONSUMER DURABLES & APPAREL - (0.17%) 22,000 Hunter Douglas NV............................................................ 1,100,341 ------------- CONSUMER FINANCE - (7.00%) 740,200 American Express Co. ........................................................ 39,400,846 127,300 Providian Financial Corp.*................................................... 2,244,299 73,100 Takefuji Corp. .............................................................. 4,943,197 ------------- 46,588,342 ------------- CONSUMER SERVICES - (2.01%) 229,000 H&R Block, Inc. ............................................................. 13,362,150 ------------- DIVERSIFIED FINANCIAL SERVICES - (8.16%) 402,833 Citigroup Inc. .............................................................. 18,622,970 687,648 JPMorgan Chase & Co. ........................................................ 24,287,727 200,200 Moody's Corp. ............................................................... 9,000,992 57,800 Principal Financial Group, Inc. ............................................. 2,421,820 ------------- 54,333,509 ------------- ENERGY - (10.93%) 344,742 ConocoPhillips............................................................... 19,819,218 319,000 Devon Energy Corp. .......................................................... 16,166,920 272,700 EOG Resources, Inc. ......................................................... 15,489,360 206,800 Occidental Petroleum Corp. .................................................. 15,909,124 12 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO - (CONTINUED) June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) ENERGY - (CONTINUED) 99,500 Transocean Inc.*............................................................. $ 5,370,015 ------------- 72,754,637 ------------- FOOD & STAPLES RETAILING - (3.54%) 455,700 Costco Wholesale Corp. ...................................................... 20,385,739 66,500 Wal-Mart Stores, Inc. ....................................................... 3,205,300 ------------- 23,591,039 ------------- FOOD, BEVERAGE, & TOBACCO - (8.31%) 517,600 Altria Group, Inc. .......................................................... 33,468,016 158,000 Diageo PLC, ADR.............................................................. 9,369,400 210,940 Heineken Holding NV.......................................................... 5,896,714 106,500 Hershey Co. ................................................................. 6,613,650 ------------- 55,347,780 ------------- HEALTH CARE EQUIPMENT & SERVICES - (2.88%) 127,200 Cardinal Health, Inc. ....................................................... 7,324,176 13,100 Caremark Rx, Inc.*........................................................... 583,212 198,300 HCA Inc. .................................................................... 11,237,661 ------------- 19,145,049 ------------- HOUSEHOLD & PERSONAL PRODUCTS - (0.24%) 42,600 Avon Products, Inc. ......................................................... 1,612,410 ------------- INSURANCE BROKERS - (1.56%) 174,100 Aon Corp. ................................................................... 4,359,464 217,500 Marsh & McLennan Cos, Inc. .................................................. 6,024,750 ------------- 10,384,214 ------------- INTERNET RETAIL - (0.42%) 117,100 IAC/InterActiveCorp*......................................................... 2,812,156 ------------- LIFE & HEALTH INSURANCE - (0.18%) 35,900 Sun Life Financial Inc. ..................................................... 1,209,830 ------------- MATERIALS - (4.43%) 79,600 Martin Marietta Materials, Inc. ............................................. 5,501,952 373,500 Sealed Air Corp.*............................................................ 18,596,565 82,800 Vulcan Materials Co. ........................................................ 5,381,172 ------------- 29,479,689 ------------- MEDIA - (5.44%) 728,400 Comcast Corp., Special Class A*.............................................. 21,775,518 40,700 Gannett Co., Inc. ........................................................... 2,894,991 124,700 Lagardere S.C.A. ............................................................ 9,242,973 5,700 NTL Inc.*.................................................................... 389,652 37,800 WPP Group PLC, ADR........................................................... 1,934,415 ------------- 36,237,549 ------------- 13 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO - (CONTINUED) June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) MULTI-LINE INSURANCE - (6.56%) 519,337 American International Group, Inc. .......................................... $ 30,173,480 173,800 Loews Corp. ................................................................. 13,469,500 ------------- 43,642,980 ------------- PHARMACEUTICALS & BIOTECHNOLOGY - (1.30%) 99,600 Eli Lilly and Co. ........................................................... 5,548,716 65,000 Novartis AG, Registered...................................................... 3,096,566 ------------- 8,645,282 ------------- PROPERTY & CASUALTY INSURANCE - (8.22%) 365 Berkshire Hathaway Inc., Class A*............................................ 30,477,500 42 Berkshire Hathaway Inc., Class B*............................................ 116,907 25,400 Chubb Corp. ................................................................. 2,174,494 1,800 Markel Corp.*................................................................ 610,200 215,700 Progressive Corp. (Ohio)..................................................... 21,313,317 ------------- 54,692,418 ------------- REAL ESTATE - (1.55%) 244,600 Centerpoint Properties Trust................................................. 10,346,580 ------------- REINSURANCE - (1.22%) 145,937 Transatlantic Holdings, Inc. ................................................ 8,146,203 ------------- SOFTWARE & SERVICES - (2.20%) 291,400 Iron Mountain Inc.*.......................................................... 9,039,228 227,100 Microsoft Corp. ............................................................. 5,637,757 ------------- 14,676,985 ------------- TECHNOLOGY HARDWARE & EQUIPMENT - (1.94%) 153,800 Hewlett-Packard Co. ......................................................... 3,615,838 112,800 Lexmark International, Inc., Class A*........................................ 7,312,824 121,000 Nokia Oyj, ADR............................................................... 2,013,440 ------------- 12,942,102 ------------- TELECOMMUNICATION SERVICES - (0.68%) 142,900 SK Telecom Co., Ltd., ADR.................................................... 2,915,160 71,800 Telewest Global, Inc.*....................................................... 1,634,527 ------------- 4,549,687 ------------- THRIFTS & MORTGAGE FINANCE - (3.17%) 327,300 Golden West Financial Corp. ................................................. 21,071,574 ------------- TRANSPORTATION - (1.28%) 1,119,998 China Merchants Holdings International Co. Ltd............................... 2,176,293 940,000 Cosco Pacific Ltd. .......................................................... 1,826,535 14 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS VALUE PORTFOLIO - (CONTINUED) June 30, 2005 (Unaudited) VALUE SHARES/PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) TRANSPORTATION - (CONTINUED) 1,500 Kuehne & Nagel International AG, Registered.................................. $ 318,377 60,600 United Parcel Service, Inc., Class B......................................... 4,191,096 -------------- 8,512,301 -------------- Total Common Stock - (identified cost $522,690,047)...................... 660,175,811 -------------- CONVERTIBLE BONDS - (0.22%) TELECOMMUNICATION SERVICES - (0.22%) $ 1,600,000 Level 3 Communications, Inc., Conv. Sr. Notes, 10.00%, 05/01/11 (b) (identified cost $1,600,000)............................................... 1,425,760 -------------- SHORT TERM INVESTMENTS - (0.27%) 593,000 Goldman, Sachs & Co., Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $593,056 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $604,860)..................................... 593,000 634,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 3.44%, 07/01/05, dated 06/30/05, repurchase value of $634,061 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $646,680)..................................... 634,000 571,000 UBS Financial Services Inc. Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $571,054 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $582,420)..................................... 571,000 -------------- Total Short Term Investments - (identified cost $1,798,000)......... 1,798,000 -------------- Total Investments - (99.66%) - (identified cost $526,088,047) - (a).......... 663,399,571 Other Assets Less Liabilities - (0.34%)...................................... 2,281,701 -------------- Net Assets - (100%)...................................................... $ 665,681,272 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $527,271,540. At June 30, 2005 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 146,680,897 Unrealized depreciation...................................................... (10,552,866) -------------- Net unrealized appreciation.............................................. $ 136,128,031 ============== (b) Illiquid security: See Note 6 of the Notes to Financial Statements. SEE NOTES TO FINANCIAL STATEMENTS 15 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS FINANCIAL PORTFOLIO June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (92.52%) CAPITAL GOODS - (4.63%) 174,000 Tyco International Ltd. ..................................................... $ 5,080,800 ------------- COMMERCIAL BANKS - (9.06%) 150,400 Commerce Bancorp, Inc. ...................................................... 4,558,624 87,300 Wells Fargo & Co. ........................................................... 5,375,934 ------------- 9,934,558 ------------- COMMERCIAL SERVICES & SUPPLIES - (2.47%) 44,000 D&B Corp.*................................................................... 2,712,600 ------------- CONSUMER FINANCE - (10.81%) 222,800 American Express Co. ........................................................ 11,859,644 ------------- CONSUMER SERVICES - (2.77%) 52,100 H&R Block, Inc. ............................................................. 3,040,035 ------------- DIVERSIFIED FINANCIAL SERVICES - (13.65%) 115,600 Citigroup Inc. .............................................................. 5,344,188 104,448 JPMorgan Chase & Co. ........................................................ 3,689,103 132,000 Moody's Corp. ............................................................... 5,934,720 ------------- 14,968,011 ------------- FOOD, BEVERAGE, & TOBACCO - (2.41%) 40,800 Altria Group, Inc. .......................................................... 2,638,128 ------------- LIFE & HEALTH INSURANCE - (0.64%) 25,600 China Life Insurance Co., Ltd., ADR*......................................... 698,880 ------------- MATERIALS - (1.96%) 43,200 Sealed Air Corp.*............................................................ 2,150,928 ------------- MULTI-LINE INSURANCE - (9.69%) 100,387 American International Group, Inc. .......................................... 5,832,485 61,800 Loews Corp. ................................................................. 4,789,500 ------------- 10,621,985 ------------- PROPERTY & CASUALTY INSURANCE - (17.83%) 7 Berkshire Hathaway Inc., Class A*............................................ 584,500 1,635 Berkshire Hathaway Inc., Class B*............................................ 4,551,023 126,619 Cincinnati Financial Corp. .................................................. 5,010,947 44,100 FPIC Insurance Group, Inc.*.................................................. 1,289,043 11,400 Markel Corp.*................................................................ 3,864,600 43,100 Progressive Corp. (Ohio)..................................................... 4,258,711 ------------- 19,558,824 ------------- REINSURANCE - (11.29%) 29,000 Everest Re Group, Ltd. ...................................................... 2,697,000 173,437 Transatlantic Holdings, Inc. ................................................ 9,681,253 ------------- 12,378,253 ------------- 16 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS FINANCIAL PORTFOLIO - (CONTINUED) June 30, 2005 (Unaudited) VALUE SHARES/PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) THRIFTS & MORTGAGE FINANCE - (5.31%) 90,400 Golden West Financial Corp. ................................................. $ 5,819,952 -------------- Total Common Stock - (identified cost $83,940,956)....................... 101,462,598 -------------- SHORT TERM INVESTMENTS - (7.36%) $ 2,659,000 Goldman, Sachs & Co., Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $2,659,253 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $2,712,180)................................... 2,659,000 2,847,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 3.44%, 07/01/05, dated 06/30/05, repurchase value of $2,847,272 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $2,903,940)................................... 2,847,000 2,563,000 UBS Financial Services Inc. Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $2,563,244 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $2,614,260)................................... 2,563,000 -------------- Total Short Term Investments - (identified cost $8,069,000)......... 8,069,000 -------------- Total Investments - (99.88%) - (identified cost $92,009,956) - (a)........... 109,531,598 Other Assets Less Liabilities - (0.12%)...................................... 131,933 -------------- Net Assets - (100.00%)................................................... $ 109,663,531 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $92,335,227. At June 30, 2005 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 18,518,837 Unrealized depreciation...................................................... (1,322,466) -------------- Net unrealized appreciation.............................................. $ 17,196,371 ============== SEE NOTES TO FINANCIAL STATEMENTS 17 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS REAL ESTATE PORTFOLIO June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (94.53%) APARTMENT REITS - (10.08%) 3,500 American Campus Communities, Inc. ........................................... $ 79,380 32,700 Archstone-Smith Trust........................................................ 1,262,874 21,700 Camden Property Trust........................................................ 1,166,375 22,900 Essex Property Trust, Inc. .................................................. 1,902,074 76,400 United Dominion Realty Trust, Inc. .......................................... 1,837,420 ------------- 6,248,123 ------------- DIVERSIFIED REITS - (14.27%) 59,700 Capital Automotive REIT...................................................... 2,276,660 66,600 Cousins Properties, Inc. .................................................... 1,970,028 51,800 Duke Realty Corp. ........................................................... 1,639,988 14,300 iStar Financial Inc. ........................................................ 594,737 29,331 Vornado Realty Trust......................................................... 2,358,212 ------------- 8,839,625 ------------- HEALTH CARE REITS - (1.91%) 39,200 Ventas, Inc. ................................................................ 1,183,840 ------------- MORTGAGE REITS - (1.58%) 40,100 Gramercy Capital Corp. ...................................................... 980,846 ------------- OFFICE PROPERTY REITS - (24.47%) 28,700 Alexandria Real Estate Equities, Inc. ....................................... 2,108,015 41,100 Arden Realty, Inc. .......................................................... 1,478,778 25,800 Boston Properties, Inc. ..................................................... 1,806,000 47,500 Brandywine Realty Trust...................................................... 1,455,875 47,000 CarrAmerica Realty Corp. .................................................... 1,700,460 20,700 Columbia Equity Trust, Inc.*................................................. 317,745 62,400 Corporate Office Properties Trust............................................ 1,837,680 39,000 Kilroy Realty Corp. ......................................................... 1,852,110 40,370 SL Green Realty Corp. ....................................................... 2,603,865 ------------- 15,160,528 ------------- REAL ESTATE OPERATIONS/DEVELOPMENT - (7.70%) 133,500 Brixton PLC.................................................................. 852,122 6,400 Derwent Valley Holdings PLC.................................................. 136,456 33,700 Forest City Enterprises, Inc., Class A....................................... 2,392,700 18,300 Hammerson PLC................................................................ 291,650 46,000 Liberty International PLC.................................................... 798,220 32,000 Slough Estates PLC........................................................... 298,999 ------------- 4,770,147 ------------- 18 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS REAL ESTATE PORTFOLIO - (CONTINUED) June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) REGIONAL MALL REITS - (8.26%) 55,442 General Growth Properties, Inc. ............................................. $ 2,278,112 24,600 Mills Corp. ................................................................. 1,495,434 18,500 Simon Property Group, Inc. .................................................. 1,341,065 ------------- 5,114,611 ------------- RESIDENTIAL/COMMERCIAL BUILDING - (1.00%) 19,300 WCI Communities, Inc.*....................................................... 618,179 ------------- SHOPPING CENTER REITS - (12.47%) 48,625 Developers Diversified Realty Corp. ......................................... 2,234,805 31,400 Kimco Realty Corp. .......................................................... 1,849,774 26,700 Pan Pacific Retail Properties, Inc. ......................................... 1,772,346 32,700 Regency Centers Corp. ....................................................... 1,870,440 ------------- 7,727,365 ------------- WAREHOUSE & INDUSTRIAL REITS - (12.79%) 50,566 Catellus Development Corp. .................................................. 1,658,565 93,500 Centerpoint Properties Trust................................................. 3,955,050 57,400 ProLogis..................................................................... 2,309,776 ------------- 7,923,391 ------------- Total Common Stock - (identified cost $42,963,832).................. 58,566,655 ------------- PREFERRED STOCK - (0.22%) APARTMENT REITS - (0.22%) 2,000 Equity Residential, 7.00%, Series E, Cum. Conv. Pfd. ........................ 82,500 1,600 Equity Residential, 8.60%, Series D, Cum. Pfd. .............................. 42,616 400 Equity Residential, 9.125%, Series C, Cum. Pfd. ............................. 10,512 ------------- Total Preferred Stock - (identified cost $113,921).................. 135,628 ------------- 19 DAVIS VARIABLE ACCOUNT FUND, INC. SCHEDULE OF INVESTMENTS DAVIS REAL ESTATE PORTFOLIO - (CONTINUED) June 30, 2005 (Unaudited) VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== SHORT TERM INVESTMENTS - (4.84%) $ 989,000 Goldman, Sachs & Co., Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $989,094 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $1,008,780).............................. $ 989,000 1,060,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 3.44%, 07/01/05, dated 06/30/05, repurchase value of $1,060,101 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $1,081,200).............................. 1,060,000 954,000 UBS Financial Services Inc. Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $954,091 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $973,080)................................ 954,000 ------------- Total Short Term Investments - (identified cost $3,003,000)......... 3,003,000 ------------- Total Investments - (99.59%) - (identified cost $46,080,753) - (a)........... 61,705,283 Other Assets Less Liabilities - (0.41%)...................................... 252,242 ------------- Net Assets - (100.00%)................................................... $ 61,957,525 ============= * Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $46,084,588. At June 30, 2005 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 15,642,699 Unrealized depreciation...................................................... (22,004) ------------- Net unrealized appreciation.............................................. $ 15,620,695 ============= SEE NOTES TO FINANCIAL STATEMENTS 20 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES At June 30, 2005 (Unaudited) ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- ASSETS: Investments in securities, at value * (see accompanying Schedules of Investments).............................. $ 663,399,571 $ 109,531,598 $ 61,705,283 Cash........................................... 315,546 40,611 156,629 Receivables: Dividends and interest....................... 1,057,777 141,314 226,053 Capital stock sold........................... 39,969 73,755 1,993 Investment securities sold................... 5,325,820 - 464,906 Prepaid expenses............................... 10,950 2,000 905 --------------- -------------- -------------- Total assets......... 670,149,633 109,789,278 62,555,769 --------------- -------------- -------------- LIABILITIES: Payables: Capital stock reacquired..................... 413,914 38,336 154,128 Investment securities purchased.............. 3,574,646 - 389,395 Accrued expenses............................... 53,365 17,569 15,813 Accrued management fees........................ 426,436 69,842 38,908 --------------- -------------- -------------- Total liabilities.... 4,468,361 125,747 598,244 --------------- -------------- -------------- NET ASSETS ....................................... $ 665,681,272 $ 109,663,531 $ 61,957,525 =============== ============== ============== SHARES OUTSTANDING (NOTE 4)....................... 55,799,326 8,789,260 3,572,282 =============== ============== ============== NET ASSET VALUE, offering and redemption price per share (Net Assets (divided by) Shares Outstanding)...... $ 11.93 $ 12.48 $ 17.34 =========== ========== ========== NET ASSETS CONSIST OF: Par value of shares of capital stock........... $ 55,799 $ 8,789 $ 3,572 Additional paid-in capital..................... 562,811,048 95,024,049 43,413,787 Undistributed net investment income............ 3,231,603 305,194 507,424 Accumulated net realized gains (losses) from investments and foreign currency transactions (37,727,069) (3,196,143) 2,408,411 Net unrealized appreciation on investments and foreign currency transactions................ 137,309,891 17,521,642 15,624,331 --------------- -------------- -------------- $ 665,681,272 $ 109,663,531 $ 61,957,525 =============== ============== ============== * Including cost of $526,088,047, $92,009,956, and $46,080,753 for Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio, respectively. SEE NOTES TO FINANCIAL STATEMENTS 21 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF OPERATIONS For the six months ended June 30, 2005 (Unaudited) ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- INVESTMENT INCOME: Income: Dividends*..................................... $ 5,778,764 $ 661,072 $ 1,087,882 Interest....................................... 131,854 107,041 60,392 --------------- --------------- --------------- Total income............................... 5,910,618 768,113 1,148,274 --------------- --------------- --------------- Expenses: Management fees (Note 2)....................... 2,473,231 407,508 214,448 Custodian fees................................. 92,472 18,741 13,663 Transfer agent fees............................ 5,719 3,545 3,299 Audit fees..................................... 7,800 6,000 6,000 Accounting fees (Note 2)....................... 3,000 3,000 3,000 Legal fees..................................... 4,337 714 352 Reports to shareholders........................ 31,306 8,506 450 Directors' fees and expenses................... 44,768 7,432 3,695 Registration and filing fees................... 10,007 2,006 874 Miscellaneous.................................. 6,425 3,337 2,568 --------------- --------------- --------------- Total expenses............................. 2,679,065 460,789 248,349 Expenses paid indirectly (Note 5).......... (50) (16) (20) --------------- --------------- --------------- Net expenses............................... 2,679,015 460,773 248,329 --------------- --------------- --------------- Net investment income.................... 3,231,603 307,340 899,945 --------------- --------------- --------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) from: Investment transactions...................... (648,636) (811,991) 1,560,426 Foreign currency transactions................ (7,591) (906) 545 Net increase (decrease) in unrealized appreciation of investments and foreign currency transactions 5,501,158 (2,545,949) (105,304) --------------- --------------- --------------- Net realized and unrealized gain (loss) on investments and foreign currency............. 4,844,931 (3,358,846) 1,455,667 --------------- --------------- --------------- Net increase (decrease) in net assets resulting from operations................ $ 8,076,534 $ (3,051,506) $ 2,355,612 =============== =============== =============== *Net of foreign taxes withheld as follows......... $ 193,898 $ - $ 3,356 SEE NOTES TO FINANCIAL STATEMENTS 22 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS For the six months ended June 30, 2005 (Unaudited) ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- OPERATIONS: Net investment income........................ $ 3,231,603 $ 307,340 $ 899,945 Net realized gain (loss) from investment and foreign currency transactions.......... (656,227) (812,897) 1,560,971 Net increase (decrease) in unrealized appreciation of investments and foreign currency transactions...................... 5,501,158 (2,545,949) (105,304) ------------- ------------- ------------ Net increase (decrease) in net assets resulting from operations............................ 8,076,534 (3,051,506) 2,355,612 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income........................ - - (392,521) CAPITAL SHARE TRANSACTIONS (NOTE 4)..................................... (27,118,199) 3,441,288 1,715,816 ------------- ------------- ------------ Total increase (decrease) in net assets.......... (19,041,665) 389,782 3,678,907 NET ASSETS: Beginning of period.......................... 684,722,937 109,273,749 58,278,618 ------------- ------------- ------------ End of period*............................... $ 665,681,272 $ 109,663,531 $ 61,957,525 ============= ============= ============ *Including undistributed net investment income of................. $ 3,231,603 $ 305,194 $ 507,424 SEE NOTES TO FINANCIAL STATEMENTS 23 DAVIS VARIABLE ACCOUNT FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS For the year ended December 31, 2004 ================================================================================ DAVIS DAVIS DAVIS REAL VALUE FINANCIAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- OPERATIONS: Net investment income........................ $ 5,306,186 $ 358,935 $ 1,016,323 Net realized gain (loss) from investment and foreign currency transactions.......... (3,112,993) (1,009,400) 3,277,505 Net increase in unrealized appreciation of investments and foreign currency transactions............................... 69,125,469 9,637,834 9,199,069 ------------- ------------- ------------- Net increase in net assets resulting from operations............................ 71,318,662 8,987,369 13,492,897 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income........................ (5,273,618) (364,973) (1,497,449) Return of capital............................ (115,109) - - Realized gains from investment transactions.. - - (1,939,529) CAPITAL SHARE TRANSACTIONS (NOTE 4)..................................... 133,790,608 29,472,122 12,559,434 ------------- ------------- ------------- Total increase in net assets..................... 199,720,543 38,094,518 22,615,353 NET ASSETS: Beginning of year............................ 485,002,394 71,179,231 35,663,265 ------------- ------------- ------------- End of year*................................. $ 684,722,937 $ 109,273,749 $ 58,278,618 ============= ============= ============= *Including undistributed net investment loss of................... - $ (2,146) - SEE NOTES TO FINANCIAL STATEMENTS 24 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Davis Variable Account Fund, Inc. consists of three series of Funds, Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio (collectively "the Funds"). Davis Value Portfolio and Davis Financial Portfolio are registered under the Investment Company Act of 1940, as amended, as diversified, open-end management investment companies. Davis Real Estate Portfolio is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. Shares of the Funds may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Funds account separately for the assets, liabilities and operations of each series. The following is a summary of significant accounting policies followed by the Funds in the preparation of financial statements. A. VALUATION OF SECURITIES - 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. B. MASTER REPURCHASE AGREEMENTS - The Funds, 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. C. 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. D. FOREIGN CURRENCY - The Funds 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 Funds as an unrealized gain or loss. When the forward currency contract is closed, the Funds record 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 Funds 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. 25 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) Reported net realized foreign exchange gains or losses arise from the 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 Funds' 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 Funds include 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. E. FEDERAL INCOME TAXES - It is each 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 June 30, 2005, Davis Value Portfolio and Davis Financial Portfolio had approximately $1,625,000 and $148,000, respectively, of post October 2004 losses available to offset future capital gains if any, which expire in 2013. Additionally, Davis Financial Portfolio had $2,000 of post October 2004 foreign currency losses which were deferred. At June 30, 2005, the Funds had available for federal income tax purposes unused capital loss carryforwards as follows: DAVIS DAVIS VALUE FINANCIAL PORTFOLIO PORTFOLIO --------- --------- EXPIRING -------- 12/31/2009 $ 6,568,000 $ 650,000 12/31/2010 19,386,000 - 12/31/2011 4,776,000 328,000 12/31/2012 3,532,000 926,000 -------------- ------------ TOTAL $ 34,262,000 $ 1,904,000 F. 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. G. 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. 26 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) H. 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 Funds. The Funds adjust the classification of distributions to shareholders to reflect the differences between financial statement amounts and distributions determined in accordance with income tax regulations. NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid monthly to Davis Advisors, the Funds' investment adviser (the "Adviser"). The fee for each of the Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio is 0.75% of the respective Fund's average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Funds' primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the six months ended June 30, 2005 was $22 for Davis Value Portfolio and $13 each for Davis Financial Portfolio and Davis Real Estate Portfolio. State Street Bank is the Funds' primary accounting provider. Fees for such services are included in the custodian fee as State Street Bank also serves as the Funds' custodian. The Adviser is also paid for certain accounting services. The fee for the six months ended June 30, 2005 for Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio amounted to $3,000 for each fund. Certain directors and officers of the Funds 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 Funds. The Funds pay no fees directly to DSA-NY. NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the six months ended June 30, 2005 were as follows: DAVIS DAVIS DAVIS VALUE FINANCIAL REAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- Cost of purchases........................ $ 38,490,571 $ 14,583,038 $ 9,812,212 Proceeds of sales........................ $ 53,229,905 $ 10,675,526 $ 4,949,660 27 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 4 - CAPITAL STOCK At June 30, 2005, there were 5 billion shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) -------------------------------------------- DAVIS DAVIS DAVIS VALUE FINANCIAL REAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO ------------ ------------ ------------ Shares sold .......................................... 2,186,637 854,427 580,245 Shares issued in reinvestment of distributions........ -- -- 25,489 ------------ ------------ ------------ 2,186,637 854,427 605,734 Shares redeemed ...................................... (4,491,441) (587,740) (501,703) ------------ ------------ ------------ Net increase (decrease) ........................ (2,304,804) 266,687 104,031 ============ ============ ============ Proceeds from shares sold ............................ $ 25,671,002 $ 10,740,438 $ 9,433,106 Proceeds from shares issued in reinvestment of distributions .................... -- -- 392,521 ------------ ------------ ------------ 25,671,002 10,740,438 9,825,627 Cost of shares redeemed .............................. (52,789,201) (7,299,150) (8,109,811) ------------ ------------ ------------ Net increase (decrease) ........................ $(27,118,199) $ 3,441,288 $ 1,715,816 ============ ============ ============ YEAR ENDED DECEMBER 31, 2004 ----------------------------------------------- DAVIS DAVIS DAVIS VALUE FINANCIAL REAL ESTATE PORTFOLIO PORTFOLIO PORTFOLIO ------------- ------------- ------------- Shares sold .......................................... 16,736,008 3,238,473 1,356,048 Shares issued in reinvestment of distributions........ 456,672 28,469 215,308 ------------- ------------- ------------- 17,192,680 3,266,942 1,571,356 Shares redeemed ...................................... (4,984,466) (848,124) (751,119) ------------- ------------- ------------- Net increase ................................... 12,208,214 2,418,818 820,237 ============= ============= ============= Proceeds from shares sold ............................ $ 182,733,878 $ 39,191,938 $ 19,825,910 Proceeds from shares issued in reinvestment of distributions .................... 5,388,727 364,973 3,436,978 ------------- ------------- ------------- 188,122,605 39,556,911 23,262,888 Cost of shares redeemed .............................. (54,331,997) (10,084,789) (10,703,454) ------------- ------------- ------------- Net increase ................................... $ 133,790,608 $ 29,472,122 $ 12,559,434 ============= ============= ============= NOTE 5 - EXPENSES PAID INDIRECTLY Under an agreement with the custodian bank, each Fund's custodian fee is reduced for earnings on cash balances maintained at the custodian by the Funds. Such reductions amounted to $50, $16, and $20 for Davis Value Portfolio, Davis Financial Portfolio, and Davis Real Estate Portfolio, respectively, during the six months ended June 30, 2005. 28 DAVIS VARIABLE ACCOUNT FUND, INC. NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 6 - ILLIQUID SECURITIES Securities may be considered illiquid if they lack a readily available market or if valuation has not changed for a certain period of time. The aggregate value of illiquid securities in Davis Value Portfolio amounted to $1,425,760 or 0.22% of the Fund's net assets, as of June 30, 2005. Valuation per Unit Acquisition Cost per as of June 30, Funds Security Date Principal Unit 2005 - ----- -------- ------------ --------- ---------- ----------- Davis Value Level 3 Communications, Inc., Portfolio Conv. Sr. Notes, 10.00%, 05/01/11 4/4/05 1,600,000 $100.00 $ 89.11 29 DAVIS VARIABLE ACCOUNT FUND, INC. FINANCIAL HIGHLIGHTS DAVIS VALUE PORTFOLIO ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2005 ------------------------------------------------------------------ (UNAUDITED) 2004 2003 2002 2001 2000 ---------- ---------- ---------- ---------- ---------- ---------- Net Asset Value, Beginning of Period ...... $ 11.78 $ 10.57 $ 8.20 $ 9.87 $ 11.06 $ 10.25 ---------- ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations Net Investment Income .................... 0.06 0.09 0.07 0.06 0.04 0.03 Net Realized and Unrealized Gains (Losses) ........................ 0.09 1.21 2.37 (1.66) (1.19) 0.92 ---------- ---------- ---------- ---------- ---------- ---------- Total From Investment Operations ...... 0.15 1.30 2.44 (1.60) (1.15) 0.95 Dividends and Distributions Dividends from Net Investment Income ..... -- (0.09) (0.07) (0.06) (0.04) (0.03) Return of Capital ........................ -- --(3) -- (0.01) --(3) --(3) Distributions from Realized Gains ........ -- -- -- -- -- (0.11) ---------- ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions ..... -- (0.09) (0.07) (0.07) (0.04) (0.14) ---------- ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period ............ $ 11.93 $ 11.78 $ 10.57 $ 8.20 $ 9.87 $ 11.06 ========== ========== ========== ========== ========== ========== Total Return(1) ........................... 1.27% 12.33% 29.76% (16.26)% (10.39)% 9.30% Ratios/Supplemental Data Net Assets, End of Period (000 omitted) ... $665,681 $684,723 $485,002 $283,039 $278,958 $120,209 Ratio of Expenses to Average Net Assets ... 0.81%* 0.81% 0.82% 0.83% 0.87% 1.00%(4) Ratio of Net Investment Income to Average Net Assets .................... 0.98%* 0.87% 0.90% 0.70% 0.55% 0.73% Portfolio Turnover Rate(2) ................ 6% 4% 7% 24% 18% 10% (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. Total returns are not annualized for periods of less than one year and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (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) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.01% for 2000. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 30 DAVIS VARIABLE ACCOUNT FUND, INC. FINANCIAL HIGHLIGHTS DAVIS FINANCIAL PORTFOLIO ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2005 --------------------------------------------------------------------- (UNAUDITED) 2004 2003 2002 2001 2000 ---------- ---------- ---------- ---------- ---------- ---------- Net Asset Value, Beginning of Period ..... $ 12.82 $ 11.66 $ 8.85 $ 10.67 $ 11.91 $ 9.26 ---------- ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations Net Investment Income ................... 0.03 0.04 0.04 0.02 -- 0.01 Net Realized and Unrealized Gains (Losses) ....................... (0.37) 1.16 2.81 (1.82) (1.24) 2.84 ---------- ---------- ---------- ---------- ---------- ---------- Total From Investment Operations ..... (0.34) 1.20 2.85 (1.80) (1.24) 2.85 Dividends and Distributions Dividends from Net Investment Income .... -- (0.04) (0.04) (0.02) --(3) (0.01) Return of Capital ....................... -- -- -- -- --(3) --(3) Distributions from Realized Gains ....... -- -- -- -- -- (0.19) ---------- ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions .... -- (0.04) (0.04) (0.02) -- (0.20) ---------- ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period ........... $ 12.48 $ 12.82 $ 11.66 $ 8.85 $ 10.67 $ 11.91 ========== ========== ========== ========== ========== ========== Total Return(1) .......................... (2.65)% 10.32% 32.15% (16.84)% (10.37)% 30.97% Ratios/Supplemental Data Net Assets, End of Period (000 omitted) .. $ 109,664 $ 109,274 $71,179 $31,709 $24,587 $14,770 Ratio of Expenses to Average Net Assets .. 0.85%* 0.85% 0.90% 0.99% 1.00%(4) 1.00%(4) Ratio of Net Investment Income to Average Net Assets ................... 0.57%* 0.40% 0.48% 0.32% 0.04% 0.18% Portfolio Turnover Rate(2) ............... 11% 6% 10% 23% 24% 26% (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. Total returns are not annualized for periods of less than one year and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (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) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.04% and 1.55% for 2001 and 2000, respectively. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 31 DAVIS VARIABLE ACCOUNT FUND, INC. FINANCIAL HIGHLIGHTS DAVIS REAL ESTATE PORTFOLIO ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2005 --------------------------------------------------------------- (UNAUDITED) 2004 2003 2002 2001 2000 --------- --------- --------- --------- --------- --------- Net Asset Value, Beginning of Period ...... $ 16.80 $ 13.47 $ 10.49 $ 10.35 $ 10.38 $ 8.71 --------- --------- --------- --------- --------- --------- Income From Investment Operations Net Investment Income .................... 0.25 0.34 0.44 0.36 0.36 0.33 Net Realized and Unrealized Gains ................................. 0.40 4.07 3.34 0.25 0.19 1.67 --------- --------- --------- --------- --------- --------- Total From Investment Operations ...... 0.65 4.41 3.78 0.61 0.55 2.00 Dividends and Distributions Dividends from Net Investment Income ..... (0.11) (0.48) (0.55) (0.36) (0.36) (0.33) Return of Capital ........................ -- -- -- (0.11) (0.07) -- Distributions from Realized Gains ........ (0.60) (0.25) -- (0.11) -- Distributions in Excess of Net Investment Income ..................... -- -- -- -- (0.04) -- --------- --------- --------- --------- --------- --------- Total Dividends and Distributions ..... (0.11) (1.08) (0.80) (0.47) (0.58) (0.33) --------- --------- --------- --------- --------- --------- Net Asset Value, End of Period ............ $ 17.34 $ 16.80 $ 13.47 $ 10.49 $ 10.35 $ 10.38 ========= ========= ========= ========= ========= ========= Total Return(1) ........................... 3.96% 33.35% 36.79% 5.89% 5.50% 23.33% Ratios/Supplemental Data Net Assets, End of Period (000 omitted).... $61,958 $58,279 $35,663 $ 18,806 $10,029 $4,853 Ratio of Expenses to Average Net Assets.... 0.87%* 0.89% 0.98% 1.00%(3) 1.00%(3) 1.07%(3,4) Ratio of Net Investment Income to Average Net Assets .................... 3.15%* 2.30% 3.74% 3.54% 3.70% 4.31% Portfolio Turnover Rate(2) ................ 9% 32% 22% 52% 45% 16% (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. Total returns are not annualized for periods of less than one year and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (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) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.10%, 1.39%, and 3.15%, for 2002, 2001, and 2000, respectively. (4) Ratio of expenses to average net assets after the reduction of expenses paid indirectly was 1.00% for 2000. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 32 DAVIS VARIABLE ACCOUNT FUND, INC. FUND INFORMATION ================================================================================ PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Funds have adopted Portfolio Proxy Voting Policies and Procedures under which the Funds vote proxies relating to securities held by the Funds. A description of the Funds' Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Funds toll-free at 1-800-279-0279, (ii) on the Funds' website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Funds are required to file Form N-PX, with their complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Funds' Form N-PX filing is available (i) without charge, upon request, by calling the Funds toll-free at 1-800-279-0279, (ii) on the Funds' website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' Form N-Q is available without charge upon request by calling 1-800-279-0279 or on the Funds' website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Funds' 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. 33 DAVIS VARIABLE ACCOUNT FUND, INC. DIRECTOR APPROVAL OF ADVISORY AGREEMENTS ================================================================================ PROCESS OF ANNUAL REVIEW The Board of Directors of the Davis Funds oversees the management of each Davis Fund and, as required by law, determines annually whether to approve the continuance of each Davis Fund's advisory agreement with Davis Selected Advisers, L.P. and sub-advisory agreement with Davis Selected Advisers-NY, Inc. (jointly "Davis Advisors" and "Advisory Agreements"). As a part of this process the Independent Directors, with the assistance of counsel for the Independent Directors, prepares questions which it submits to Davis Advisors in anticipation of the annual contract review. In a separate meeting held prior to the March 2005 board meeting, the Independent Directors reviewed and evaluated all information which they deemed reasonably necessary in the circumstances. Upon completion of this review, the Independent Directors recommended that the full Board of Directors approve the continuance of the Advisory Agreements, which occurred at the March 2005 board meeting. REASONS THE INDEPENDENT DIRECTORS APPROVED CONTINUATION OF THE ADVISORY AGREEMENTS The Independent Directors' determinations were based upon a comprehensive consideration of all information provided to the Independent Directors and were not the result of any single factor. The following facts and conclusions were important, but not exclusive, in the Independent Directors' recommendation to renew the Advisory Agreements for each of the Davis Funds described below. The Independent Directors noted the importance of reviewing quantitative measures, but also recognize that qualitative factors, some of which are mentioned below, could be equally or more important in assessing whether Davis Fund shareholders have been, or are likely to be, well served by the renewal of the management contract. They noted both the value and shortcomings of purely quantitative measures, including the data provided by independent service providers, and concluded that while such measures and data can inform, they should not supersede the judgment of the Independent Directors who take many factors, including those listed below, into consideration in representing the shareholders of Davis Funds. In connection with reviewing comparative performance information, the Independent Directors generally give weight to longer-term measurements. The Independent Directors believe that shareholders of Davis Funds should, and will, expect Davis Advisors to employ a disciplined, company specific, research driven, businesslike, long-term investment philosophy. The Independent Directors concluded that the willingness of Davis Advisors and related persons to invest a substantial amount of their own money alongside and on the same terms as other shareholders in the Davis Funds demonstrates a good alignment of interest between Davis Advisors and Davis Fund shareholders. The Independent Directors recognized Davis Advisors' (a) efforts to minimize transaction costs by generally having a long-term time horizon and low portfolio turnover; (b) record of generally producing satisfactory results over the long-term (c) efforts towards fostering healthy investor behavior by, among other things, providing informative and substantial educational material; and (d) efforts to promote shareholder interests by actively speaking out on corporate governance issues. 34 DAVIS VARIABLE ACCOUNT FUND, INC. DIRECTOR APPROVAL OF ADVISORY AGREEMENTS - (Continued) ================================================================================ The Independent Directors also noted that Davis Advisers provides a number of services to the Davis Funds in addition to investment management. Non-investment management services provided by Davis Advisors to the Davis Funds include (a) responsibility for complying with legal duties, and regulatory obligations; and (b) responsibility for general administrative and business services. Davis Advisors is reimbursed a portion of its costs in providing some, but not all, of these services. The Independent Directors reviewed (a) comparative fee and expense information for competitive funds, as selected and analyzed by a nationally recognized independent service provider; (b) information regarding fees charged by Davis Advisors to other advisory clients, including funds which it sub-advises and private accounts, as well as the differences in the services provided to such other clients; and (c) the fee schedules of the various Davis Variable Account Funds, including an assessment of competitive fee schedules. The Independent Directors reviewed the profitability of each Davis Fund to Davis Advisors. The Independent Directors considered various potential benefits that Davis Advisors may receive in connection with the services it provides under the Advisory Agreements with each Davis Fund, including a review of portfolio brokerage practices. The Independent Directors noted that Davis Advisors does not use client commissions to pay for publications that are available to the general public or third-party research services. DAVIS VALUE PORTFOLIO - --------------------- The Independent Directors noted that Davis Value Portfolio out-performed its benchmark, the Standard & Poor's 500(R) Index, and exceeded the average performance of its peer group, as determined by an independent service provider, over the longer-term investment horizon. The Independent Directors considered the expense ratio for Davis Value Portfolio and concluded that it is reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. DAVIS FINANCIAL PORTFOLIO - ------------------------- The Independent Directors noted that Davis Financial Portfolio out-performed its benchmark, the Standard & Poor's 500(R) Index, over the longer-term investment horizon, but under-performed the Index over the one-year investment period. Davis Financial Portfolio exceeded the average performance of its peer group, as determined by an independent service provider, over the longer-term investment horizon, but under-performed the average performance of its peer group, over the shorter investment horizon. The Independent Directors considered the expense ratio for Davis Financial Portfolio and concluded that it is reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. DAVIS REAL ESTATE PORTFOLIO - --------------------------- The Independent Directors noted that Davis Real Estate Portfolio out-performed its benchmark, the Dow Jones Wilshire Real Estate Index, over the 3-year investment horizon, but under-performed the index over the 1 and 5-year investment horizons. Davis Real Estate Portfolio exceeded or equaled the average performance of its peer group, as determined by an independent service provider, over the shorter investment horizon, but trailed the peer group over the 5-year investment horizon. The Fund also had strong absolute performance over all reviewed periods. 35 DAVIS VARIABLE ACCOUNT FUND, INC. DIRECTOR APPROVAL OF ADVISORY AGREEMENTS - (Continued) - -------------------------------------------------------------------------------- DAVIS REAL ESTATE PORTFOLIO - (CONTINUED) The Independent Directors considered the expense ratio for Davis Real Estate Portfolio and concluded that it is reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. APPROVAL OF ADVISORY ARRANGEMENTS After their review of all factors, the Independent Directors determined that the advisory fee for each Fund of Davis Variable Account Funds is reasonable in light of the nature, quality and extent of the services being provided to each Fund, the costs incurred by Davis Advisors in providing such service, and in comparison to the range of the average advisory fees of its peer group as determined by an independent service provider. The Independent Directors considered the advisory fee schedule for each Fund of Davis Variable Account Funds (each schedule a fixed fee which was typical for many competitive funds) and concluded that it represents an appropriate sharing between Fund shareholders and Davis Advisors of such economies of scale as may exist in the management of the Fund at current asset levels. The Independent Directors therefore recommended continuation of the advisory agreements. 36 DAVIS VARIABLE ACCOUNT FUND, INC. 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. Subject to exceptions and exemptions which may be granted by the Independent Directors, Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-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 POSITION(S) OFFICE AND PRINCIPAL FUND COMPLEX HELD LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------ ------------ -------------- ----------------------------- ---------------- ------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & Associates 12 none BASS, JR. since 1990 (financial consulting); (born 8/21/31) 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 Officer, World 12 Director, Legg Mason Trust (born 9/9/42) since 1986 Total Return Fund, LLLP; Of (asset management company) Counsel to Gordon, Feinblatt, and Rodney Trust Company Rothman, Hoffberger and (Delaware). Hollander, LLC (law firm). THOMAS S. GAYNER Director director Executive Vice President and 12 none (born 12/16/61) since 2004 Chief Investment Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe Center 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Enterprises (energy project (engineering); Chairman, development); Retired Chairman Santa Fe Center Enterprises; and President, Public Service Investment Committee for Company of New Mexico. Microgeneration Technology Fund, UTECH Funds. 37 DAVIS VARIABLE ACCOUNT FUND, INC. 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 Technology, Inc. 12 Director, Intel Corp. (born 3/7/36) since 1982 (semi-conductor manufacturer). (semi-conductor manufacturer), Cirrus Logic 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). G. BERNARD Director director Managing General Partner, 12 none HAMILTON since 1978 Avanti Partners, L.P. (born 3/18/37) (investment partnership). ROBERT P. Director director Chairman, Northroad Capital 12 none MORGENTHAU since 2002 Management, LLC (an investment (born 3/22/57) management firm) since June 2002; President of Private Advisory Services, 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, Cantrock Realty and 12 none SMITH, JR. since 1994 Mayor, Incorporated Village of (born 12/23/32) Mill Neck, NY. 38 DAVIS VARIABLE ACCOUNT FUND, INC. 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, Tuxedo 12 none SONNE since 1990 Park Associates (land (born 5/6/36) holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; formerly Vice President of Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice President 15 Director of the Selected (born 3/28/51) since 1999 and Chief Financial Funds (consisting of three Officer, Equity Office portfolios) since 1996; Properties Trust (a real Director, Modine estate investment Manufacturing, Inc. (heat trust); Former Chief transfer technology); Administrative Officer, Director, Chicago Bridge & Crate & Barrel (home Iron Company, N.V. furnishings retailer); (industrial construction and former Vice President engineering). and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Member of 12 none (born 8/16/35) Chairman since 1994 the 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. 39 DAVIS VARIABLE ACCOUNT FUND, INC. 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 15 Director of the Selected (born 6/25/63) since 1997 President of each Davis Funds (consisting of three Fund and Selected Fund; portfolios) since 1998. 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 Officer, 15 Director of the Selected DAVIS since 1997 President or Vice Funds (consisting of three (born 7/13/65) President of each Davis portfolios) since 1998. 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. 40 DAVIS VARIABLE ACCOUNT FUND, INC. 2949 East Elvira Road, Suite 101, 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 - Davis Value Portfolio, Davis Christopher C. Davis Financial Portfolio, & Vice President - Thomas S. Gayner Davis Real Estate Portfolio Jerry D. Geist Andrew A. Davis D. James Guzy President - Davis Real Estate Portfolio, G. Bernard Hamilton Vice President - Davis Value Portfolio & Robert P. Morgenthau Davis Financial Portfolio Theodore B. Smith, Jr. Kenneth C. Eich Christian R. Sonne Executive Vice President & Marsha Williams Principal Executive Officer Sharra L. Reed Vice President & Chief Compliance Officer 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 THE DAVIS VARIABLE ACCOUNT FUND, INC., INCLUDING MANAGEMENT FEE, CHARGES AND EXPENSES, SEE THE CURRENT PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY THIS REPORT. THE FUNDS' STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUNDS' DIRECTORS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-279-0279 OR ON THE FUNDS' WEBSITE AT WWW.DAVISFUNDS.COM. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUNDS' WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ 41 DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUCSON, AZ 85706 1-800-279-0279 www.davisfunds.com [LOGO OMITTED] DAVIS FUNDS OVER 35 YEARS OF RELIABLE INVESTING* SEMI-ANNUAL REPORT JUNE 30, 2005 DAVIS VALUE PORTFOLIO (PORTFOLIO OF DAVIS VARIABLE ACCOUNT FUND, INC.) [LOGO OMITTED] DAVIS FUNDS OVER 35 YEARS OF RELIABLE INVESTING(TM) TABLE OF CONTENTS Management's Discussion and Analysis...........................................2 Fund Overview..................................................................4 Expense Example................................................................5 Schedule of Investments........................................................6 Statement of Assets and Liabilities...........................................10 Statement of Operations.......................................................11 Statements of Changes in Net Assets...........................................12 Notes to Financial Statements.................................................13 Financial Highlights..........................................................16 Fund Information..............................................................17 Director Approval of Advisory Agreements......................................18 Directors and Officers........................................................20 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the six-month period ended June 30, 2005, the stock market, as measured by the Standard & Poor's 500(R) Index(1), declined by 0.81%. Inflation-adjusted gross domestic product, the most comprehensive measure of economic activity, increased 3.4% in the second quarter after increasing 3.8% in the first quarter. Interest rates, as measured by the 10-year Treasury bond, were stable for the first two months of the year, rose sharply in March, and then slowly declined over the second quarter of 2005. DAVIS VALUE PORTFOLIO PERFORMANCE OVERVIEW Davis Value Portfolio returned 1.27% for the six-month period ended June 30, 2005(2), compared to its benchmark, the Standard & Poor's 500(R) Index(1), which declined by 0.81%. Energy companies were the most important contributors(3) to the Portfolio's performance over the six-month period. Energy companies were also the strongest performing sector of the S&P 500(R) Index. The Portfolio benefited both by investing a larger percentage of its assets in energy companies than did the Index, and as a group, the individual energy companies that the Portfolio owned out-performed the average energy company included in the Index. All of the Portfolio's energy companies performed well, with EOG Resources(4), ConocoPhillips, Occidental Petroleum, and Devon Energy, all among the Portfolio's top contributors to performance for the six-month period. Industrial companies were the most important detractors from the Portfolio's performance over the six-month period. Tyco International was among the top detractors from performance. The Portfolio's largest industry group holdings were in insurance companies. Insurance companies turned in a mixed performance over the six-month period, with Progressive and Loews among the top contributors to performance, and American International Group and Berkshire Hathaway among the Portfolio's top detractors from performance. The Portfolio also held significant investments in diversified financial companies. Overall, the Portfolio's diversified financial companies detracted from performance over the six-month period. American Express and JPMorgan Chase were both among the top detractors from performance. Individual companies making important contributions to the Portfolio's performance over the period included HCA, a health care equipment and services company; Altria Group, a food, beverage, and tobacco company; and H&R Block, a consumer services company. Individual companies detracting from performance over the period included Comcast, a media company; and Lexmark International, a technology hardware and equipment company. The Portfolio managers have identified a number of investment opportunities in foreign companies. The Portfolio ended the period with approximately 11% of its portfolio invested in foreign companies. As a group, the foreign companies owned by the Portfolio slightly under-performed the S&P 500(R) Index over the six-month period. 2 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED This Semi-Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Value Portfolio prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Value Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Value Portfolio are: (1) market risk, (2) company risk, (3) financial services risk, (4) foreign country risk, (5) headline risk, and (6) 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. The following table lists the average annual total returns for the periods ended June 30, 2005. ---------------------------------------------------------------- PORTFOLIO NAME 1-YEAR 5-YEAR INCEPTION (July 1, 1999) ---------------------------------------------------------------- Davis Value Portfolio 8.92% 2.50% 3.69% ---------------------------------------------------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio 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) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. (4) This Management Discussion & 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 Portfolio's holdings of each company discussed. Shares of the Davis Value Portfolio 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 VALUE PORTFOLIO FUND OVERVIEW At June 30, 2005 (Unaudited) ================================================================================ [GRAPHIC OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) - --------------------------------------- Short Term Investments, Convertible Bonds, Other Assets & Liabilities 0.8% Common Stocks 99.2% [GRAPHIC OMITTED] SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) - --------------------------------------- Other 9.4% Media 5.5% Food, Beverage, and Tobacco 8.3% Energy 11.0% Diversified Financials 16.2% Insurance 17.8% Food & Staples Retailing 3.6% Health Care 4.2% Capital Goods 4.0% Technology 4.2% Materials 4.5% Banks 11.3% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- American Express Co. Consumer Finance 5.92% Altria Group, Inc. Food, Beverage, & Tobacco 5.03% Berkshire Hathaway Inc., Class A Property & Casualty Insurance 4.58% American International Group, Inc. Multi-Line Insurance 4.53% Tyco International Ltd. Capital Goods 3.97% JPMorgan Chase & Co. Diversified Financial Services 3.65% HSBC Holdings PLC Commercial Banks 3.37% Comcast Corp., Special Class A Media 3.27% Progressive Corp. (Ohio) Property & Casualty Insurance 3.20% Golden West Financial Corp. Thrifts & Mortgage Finance 3.17% 4 DAVIS VALUE PORTFOLIO EXPENSE EXAMPLE (Unaudited) ================================================================================ EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative 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 the Fund is from 01/01/05 to 6/30/05. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the fund. If these charges 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" 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. Therefore, the information in the row entitled "Hypothetical" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (01/01/05) (06/30/05) (01/01/05-06/30/05) ---------- ---------- ------------------- Actual.................................................. $1,000.00 $1,012.74 $4.04 Hypothetical (5% annual return before expenses)......... $1,000.00 $1,020.78 $4.06 *Expenses are equal to the Fund's annualized expense ratio (0.81%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). 5 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ================================================================================ COMMON STOCK - (99.17%) AUTOMOBILES & COMPONENTS - (0.69%) 92,700 Harley-Davidson, Inc. ........................ $ 4,597,920 ------------- AUTOMOTIVE RETAIL - (0.76%) 54,500 AutoZone, Inc.*............................... 5,039,070 ------------- CAPITAL GOODS - (3.97%) 905,958 Tyco International Ltd. ...................... 26,453,974 ------------- CAPITAL MARKETS - (0.97%) 96,600 Morgan Stanley................................ 5,068,602 28,100 State Street Corp. ........................... 1,355,825 ------------- 6,424,427 ------------- COMMERCIAL BANKS - (8.09%) 161,000 Fifth Third Bancorp........................... 6,629,175 1,406,940 HSBC Holdings PLC............................. 22,435,254 161,700 Lloyds TSB Group PLC, ADR..................... 5,505,885 312,800 Wells Fargo & Co. ............................ 19,262,224 ------------- 53,832,538 ------------- COMMERCIAL SERVICES & SUPPLIES - (1.30%) 94,400 D&B Corp.*.................................... 5,819,760 986,400 Rentokil Initial PLC.......................... 2,823,315 ------------- 8,643,075 ------------- CONSUMER DURABLES & APPAREL - (0.17%) 22,000 Hunter Douglas NV............................. 1,100,341 ------------- CONSUMER FINANCE - (7.00%) 740,200 American Express Co. ......................... 39,400,846 127,300 Providian Financial Corp.*.................... 2,244,299 73,100 Takefuji Corp. ............................... 4,943,197 ------------- 46,588,342 ------------- CONSUMER SERVICES - (2.01%) 229,000 H&R Block, Inc. .............................. 13,362,150 ------------- DIVERSIFIED FINANCIAL SERVICES - (8.16%) 402,833 Citigroup Inc. ............................... 18,622,970 687,648 JPMorgan Chase & Co. ......................... 24,287,727 200,200 Moody's Corp. ................................ 9,000,992 57,800 Principal Financial Group, Inc. .............. 2,421,820 ------------- 54,333,509 ------------- ENERGY - (10.93%) 344,742 ConocoPhillips................................ 19,819,218 319,000 Devon Energy Corp. ........................... 16,166,920 272,700 EOG Resources, Inc. .......................... 15,489,360 206,800 Occidental Petroleum Corp. ................... 15,909,124 6 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ================================================================================ COMMON STOCK - (CONTINUED) ENERGY - (CONTINUED) 99,500 Transocean Inc.*.............................. $ 5,370,015 ------------- 72,754,637 ------------- FOOD & STAPLES RETAILING - (3.54%) 455,700 Costco Wholesale Corp. ....................... 20,385,739 66,500 Wal-Mart Stores, Inc. ........................ 3,205,300 ------------- 23,591,039 ------------- FOOD, BEVERAGE, & TOBACCO - (8.31%) 517,600 Altria Group, Inc. ........................... 33,468,016 158,000 Diageo PLC, ADR............................... 9,369,400 210,940 Heineken Holding NV........................... 5,896,714 106,500 Hershey Co. .................................. 6,613,650 ------------- 55,347,780 ------------- HEALTH CARE EQUIPMENT & SERVICES - (2.88%) 127,200 Cardinal Health, Inc. ........................ 7,324,176 13,100 Caremark Rx, Inc.*............................ 583,212 198,300 HCA Inc. ..................................... 11,237,661 ------------- 19,145,049 ------------- HOUSEHOLD & PERSONAL PRODUCTS - (0.24%) 42,600 Avon Products, Inc. .......................... 1,612,410 ------------- INSURANCE BROKERS - (1.56%) 174,100 Aon Corp. .................................... 4,359,464 217,500 Marsh & McLennan Cos, Inc. ................... 6,024,750 ------------- 10,384,214 ------------- INTERNET RETAIL - (0.42%) 117,100 IAC/InterActiveCorp*.......................... 2,812,156 ------------- LIFE & HEALTH INSURANCE - (0.18%) 35,900 Sun Life Financial Inc. ...................... 1,209,830 ------------- MATERIALS - (4.43%) 79,600 Martin Marietta Materials, Inc. ............. 5,501,952 373,500 Sealed Air Corp.*............................. 18,596,565 82,800 Vulcan Materials Co. ......................... 5,381,172 ------------- 29,479,689 ------------- MEDIA - (5.44%) 728,400 Comcast Corp., Special Class A*............... 21,775,518 40,700 Gannett Co., Inc. ............................ 2,894,991 124,700 Lagardere S.C.A. ............................. 9,242,973 5,700 NTL Inc.*..................................... 389,652 37,800 WPP Group PLC, ADR............................ 1,934,415 ------------- 36,237,549 ------------- 7 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ================================================================================ COMMON STOCK - (CONTINUED) MULTI-LINE INSURANCE - (6.56%) 519,337 American International Group, Inc. ........... $ 30,173,480 173,800 Loews Corp. .................................. 13,469,500 ------------- 43,642,980 ------------- PHARMACEUTICALS & BIOTECHNOLOGY - (1.30%) 99,600 Eli Lilly and Co. ............................ 5,548,716 65,000 Novartis AG, Registered....................... 3,096,566 ------------- 8,645,282 ------------- PROPERTY & CASUALTY INSURANCE - (8.22%) 365 Berkshire Hathaway Inc., Class A*............. 30,477,500 42 Berkshire Hathaway Inc., Class B*............. 116,907 25,400 Chubb Corp. .................................. 2,174,494 1,800 Markel Corp.*................................. 610,200 215,700 Progressive Corp. (Ohio)...................... 21,313,317 ------------- 54,692,418 ------------- REAL ESTATE - (1.55%) 244,600 Centerpoint Properties Trust.................. 10,346,580 ------------- REINSURANCE - (1.22%) 145,937 Transatlantic Holdings, Inc. ................. 8,146,203 ------------- SOFTWARE & SERVICES - (2.20%) 291,400 Iron Mountain Inc.*........................... 9,039,228 227,100 Microsoft Corp. .............................. 5,637,757 ------------- 14,676,985 ------------- TECHNOLOGY HARDWARE & EQUIPMENT - (1.94%) 153,800 Hewlett-Packard Co. .......................... 3,615,838 112,800 Lexmark International, Inc., Class A*......... 7,312,824 121,000 Nokia Oyj, ADR................................ 2,013,440 ------------- 12,942,102 ------------- TELECOMMUNICATION SERVICES - (0.68%) 142,900 SK Telecom Co., Ltd., ADR..................... 2,915,160 71,800 Telewest Global, Inc.*........................ 1,634,527 ------------- 4,549,687 ------------- THRIFTS & MORTGAGE FINANCE - (3.17%) 327,300 Golden West Financial Corp. .................. 21,071,574 ------------- TRANSPORTATION - (1.28%) 1,119,998 China Merchants Holdings International Co. Ltd 2,176,293 940,000 Cosco Pacific Ltd............................. 1,826,535 8 DAVIS VALUE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) June 30, 2005 (Unaudited) VALUE SHARES/PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) TRANSPORTATION - (CONTINUED) 1,500 Kuehne & Nagel International AG, Registered.................................. $ 318,377 60,600 United Parcel Service, Inc., Class B......................................... 4,191,096 -------------- 8,512,301 -------------- Total Common Stock - (identified cost $522,690,047)...................... 660,175,811 -------------- CONVERTIBLE BONDS - (0.22%) TELECOMMUNICATION SERVICES - (0.22%) $ 1,600,000 Level 3 Communications, Inc., Conv. Sr. Notes, 10.00%, 05/01/11 (b) (identified cost $1,600,000)............................................... 1,425,760 -------------- SHORT TERM INVESTMENTS - (0.27%) 593,000 Goldman, Sachs & Co., Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $593,056 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $604,860)..................................... 593,000 634,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 3.44%, 07/01/05, dated 06/30/05, repurchase value of $634,061 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $646,680)..................................... 634,000 571,000 UBS Financial Services Inc. Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $571,054 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $582,420)..................................... 571,000 -------------- Total Short Term Investments - (identified cost $1,798,000)......... 1,798,000 -------------- Total Investments - (99.66%) - (identified cost $526,088,047) - (a).......... 663,399,571 Other Assets Less Liabilities - (0.34%)...................................... 2,281,701 -------------- Net Assets - (100%)...................................................... $ 665,681,272 ============== *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $527,271,540. At June 30, 2005 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 146,680,897 Unrealized depreciation...................................................... (10,552,866) -------------- Net unrealized appreciation.............................................. $ 136,128,031 ============== (b) Illiquid security: See Note 6 of the Notes to Financial Statements. SEE NOTES TO FINANCIAL STATEMENTS 9 DAVIS VALUE PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES At June 30, 2005 (Unaudited) ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments)(cost of $526,088,047).................. $ 663,399,571 Cash................................................................................ 315,546 Receivables: Dividends and interest............................................................ 1,057,777 Capital stock sold................................................................ 39,969 Investment securities sold........................................................ 5,325,820 Prepaid expenses.................................................................... 10,950 --------------- Total assets................................................................. 670,149,633 --------------- LIABILITIES: Payables: Capital stock reacquired.......................................................... 413,914 Investment securities purchased................................................... 3,574,646 Accrued expenses.................................................................... 53,365 Accrued management fee.............................................................. 426,436 --------------- Total liabilities............................................................ 4,468,361 --------------- NET ASSETS ............................................................................ $ 665,681,272 =============== SHARES OUTSTANDING (NOTE 4)............................................................ 55,799,326 =============== NET ASSET VALUE, offering and redemption price per share (Net Assets (divided by) Shares Outstanding)........... $ 11.93 =========== NET ASSETS CONSIST OF: Par value of shares of capital stock................................................ $ 55,799 Additional paid-in capital.......................................................... 562,811,048 Undistributed net investment income................................................. 3,231,603 Accumulated net realized loss from investments and foreign currency transactions.... (37,727,069) Net unrealized appreciation on investments and foreign currency transactions........ 137,309,891 --------------- $ 665,681,272 SEE NOTES TO FINANCIAL STATEMENTS 10 DAVIS VALUE PORTFOLIO STATEMENT OF OPERATIONS For the six months ended June 30, 2005 (Unaudited) ================================================================================ INVESTMENT INCOME: Income: Dividends (Net of foreign withholding taxes of $193,898)................................ $ 5,778,764 Interest................................................................................ 131,854 --------------- Total income........................................................................ 5,910,618 --------------- Expenses: Management fees (Note 2)................................................................ 2,473,231 Custodian fees.......................................................................... 92,472 Transfer agent fees..................................................................... 5,719 Audit fees.............................................................................. 7,800 Accounting fees (Note 2)................................................................ 3,000 Legal fees.............................................................................. 4,337 Reports to shareholders................................................................. 31,306 Directors' fees and expenses............................................................ 44,768 Registration and filing fees............................................................ 10,007 Miscellaneous........................................................................... 6,425 --------------- Total expenses...................................................................... 2,679,065 Expenses paid indirectly (Note 5)................................................... (50) --------------- Net expenses........................................................................ 2,679,015 --------------- Net investment income............................................................ 3,231,603 --------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized loss from: Investment transactions............................................................. (648,636) Foreign currency transactions....................................................... (7,591) Net increase in unrealized appreciation of investments and foreign currency transactions............................................................... 5,501,158 --------------- Net realized and unrealized gain on investments and foreign currency................ 4,844,931 --------------- Net increase in net assets resulting from operations............................. $ 8,076,534 =============== SEE NOTES TO FINANCIAL STATEMENTS 11 DAVIS VALUE PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS ================================================================================ SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, (UNAUDITED) 2004 ---------- ---- OPERATIONS: Net investment income.............................................. $ 3,231,603 $ 5,306,186 Net realized loss from investment and foreign currency transactions..................................................... (656,227) (3,112,993) Net increase in unrealized appreciation of investments and foreign currency transactions.................... 5,501,158 69,125,469 ---------------- ---------------- Net increase in net assets resulting from operations............... 8,076,534 71,318,662 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................. - (5,273,618) Return of capital.................................................. - (115,109) CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... (27,118,199) 133,790,608 ---------------- ----------- Total increase (decrease) in net assets............................... (19,041,665) 199,720,543 NET ASSETS: Beginning of period................................................ 684,722,937 485,002,394 ---------------- ---------------- End of period* .................................................... $ 665,681,272 $ 684,722,937 ================ ================ *Including undistributed net investment income of.............. $ 3,231,603 - SEE NOTES TO FINANCIAL STATEMENTS 12 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis Variable Account Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund in the preparation of financial statements. A. VALUATION OF SECURITIES - 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. B. 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. C. 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. D. 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. Reported net realized foreign exchange gains or losses arise from the 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. 13 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) E. 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 June 30, 2005 the Fund had approximately $1,625,000 of post October 2004 losses available to offset future capital gains if any, which expire in 2013. At June 30, 2005 the Fund had available for federal income tax purposes unused capital loss carryforwards of $6,568,000, $19,386,000, $4,776,000, and $3,532,000, which expire in 2009, 2010, 2011, and 2012, respectively. F. 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. G. 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. H. 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. NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid to Davis Advisors, the Fund's investment adviser (the "Adviser") at an annual rate of 0.75% of the average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the six months ended June 30, 2005 was $22. 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 for the six months ended June 30, 2005 amounted to $3,000. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Fund. The Fund pays no fees directly to DSA-NY. 14 DAVIS VALUE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the six months ended June 30, 2005 were $38,490,571 and $53,229,905, respectively. NOTE 4 - CAPITAL STOCK At June 30, 2005, there were 500 million shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, (UNAUDITED) 2004 ----------- ---- Shares sold............................................... 2,186,637 16,736,008 Shares issued in reinvestment of distributions............ - 456,672 ---------------- ---------------- 2,186,637 17,192,680 Shares redeemed........................................... (4,491,441) (4,984,466) ---------------- ---------------- Net increase (decrease)............................. (2,304,804) 12,208,214 ================ ================ Proceeds from shares sold................................. $ 25,671,002 $ 182,733,878 Proceeds from shares issued in reinvestment of distributions......................... - 5,388,727 ---------------- ---------------- 25,671,002 188,122,605 Cost of shares redeemed................................... (52,789,201) (54,331,997) ---------------- ---------------- Net increase (decrease)............................. $ (27,118,199) $ 133,790,608 ================ ================ NOTE 5 - 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 $50 for the six months ended June 30, 2005. NOTE 6 - ILLIQUID SECURITIES Securities may be considered illiquid if they lack a readily available market or if valuation has not changed for a certain period of time. The aggregate value of illiquid securities in Davis Value Portfolio amounted to $1,425,760 or 0.22% of the Fund's net assets, as of June 30, 2005. Valuation per Unit Acquisition Cost per as of June 30, Security Date Principal Unit 2005 - -------- ------------ --------- ---------- ---------------- Level 3 Communications, Inc., Conv. Sr. Notes, 10.00%, 05/01/11 4/4/05 1,600,000 $100.00 $ 89.11 15 DAVIS VALUE PORTFOLIO FINANCIAL HIGHLIGHTS ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: SIX MONTHS ENDED JUNE 30, 2005 YEAR ENDED DECEMBER 31, ---------------------------------------- ----------------- (UNAUDITED) 2004 2003 2002 2001 2000 ----------- ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period. $ 11.78 $ 10.57 $ 8.20 $ 9.87 $ 11.06 $ 10.25 ---------- ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations Net Investment Income.................. 0.06 0.09 0.07 0.06 0.04 0.03 Net Realized and Unrealized Gains (Losses)...................... 0.09 1.21 2.37 (1.66) (1.19) 0.92 ---------- ---------- ---------- ---------- ---------- ---------- Total From Investment Operations.... 0.15 1.30 2.44 (1.60) (1.15) 0.95 Dividends and Distributions Dividends from Net Investment Income... - (0.09) (0.07) (0.06) (0.04) (0.03) Return of Capital...................... - -(3) - (0.01) -(3) -(3) Distributions from Realized Gains...... - - - - - (0.11) ---------- ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions... - (0.09) (0.07) (0.07) (0.04) (0.14) ---------- ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period.......... $ 11.93 $ 11.78 $ 10.57 $ 8.20 $ 9.87 $ 11.06 ========== ========== ========== ========== ========== ========== Total Return(1)......................... 1.27% 12.33% 29.76% (16.26)% (10.39)% 9.30% Ratios/Supplemental Data Net Assets, End of Period (000 omitted). $665,681 $684,723 $485,002 $283,039 $278,958 $120,209 Ratio of Expenses to Average Net Assets. 0.81%* 0.81% 0.82% 0.83% 0.87% 1.00%(4) Ratio of Net Investment Income to Average Net Assets.................. 0.98%* 0.87% 0.90% 0.70% 0.55% 0.73% Portfolio Turnover Rate(2)............. 6% 4% 7% 24% 18% 10% (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. Total returns are not annualized for periods of less than one year and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (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) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.01% for 2000. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 16 DAVIS VALUE PORTFOLIO FUND INFORMATION ================================================================================ PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available without charge upon request by calling 1-800-279-0279 or on the Fund's website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 17 DAVIS VALUE PORTFOLIO DIRECTOR APPROVAL OF ADVISORY AGREEMENTS ================================================================================ PROCESS OF ANNUAL REVIEW The Board of Directors of the Davis Funds oversees the management of each Davis Fund and, as required by law, determines annually whether to approve the continuance of each Davis Fund's advisory agreement with Davis Selected Advisers, L.P. and sub-advisory agreement with Davis Selected Advisers-NY, Inc. (jointly "Davis Advisors" and "Advisory Agreements"). As a part of this process the Independent Directors, with the assistance of counsel for the Independent Directors, prepares questions which it submits to Davis Advisors in anticipation of the annual contract review. In a separate meeting held prior to the March 2005 board meeting, the Independent Directors reviewed and evaluated all information which they deemed reasonably necessary in the circumstances. Upon completion of this review, the Independent Directors recommended that the full Board of Directors approve the continuance of the Advisory Agreements, which occurred at the March 2005 board meeting. REASONS THE INDEPENDENT DIRECTORS APPROVED CONTINUATION OF THE ADVISORY AGREEMENTS The Independent Directors' determinations were based upon a comprehensive consideration of all information provided to the Independent Directors and were not the result of any single factor. The following facts and conclusions were important, but not exclusive, in the Independent Directors' recommendation to renew the Advisory Agreements for each of the Davis Funds described below. The Independent Directors noted the importance of reviewing quantitative measures, but also recognize that qualitative factors, some of which are mentioned below, could be equally or more important in assessing whether Davis Fund shareholders have been, or are likely to be, well served by the renewal of the management contract. They noted both the value and shortcomings of purely quantitative measures, including the data provided by independent service providers, and concluded that while such measures and data can inform, they should not supersede the judgment of the Independent Directors who take many factors, including those listed below, into consideration in representing the shareholders of Davis Funds. In connection with reviewing comparative performance information, the Independent Directors generally give weight to longer-term measurements. The Independent Directors believe that shareholders of Davis Funds should, and will, expect Davis Advisors to employ a disciplined, company specific, research driven, businesslike, long-term investment philosophy. The Independent Directors concluded that the willingness of Davis Advisors and related persons to invest a substantial amount of their own money alongside and on the same terms as other shareholders in the Davis Funds demonstrates a good alignment of interest between Davis Advisors and Davis Fund shareholders. The Independent Directors recognized Davis Advisors' (a) efforts to minimize transaction costs by generally having a long-term time horizon and low portfolio turnover; (b) record of generally producing satisfactory results over the long-term (c) efforts towards fostering healthy investor behavior by, among other things, providing informative and substantial educational material; and (d) efforts to promote shareholder interests by actively speaking out on corporate governance issues. 18 DAVIS VALUE PORTFOLIO DIRECTOR APPROVAL OF ADVISORY AGREEMENTS - (Continued) ================================================================================ The Independent Directors also noted that Davis Advisers provides a number of services to the Davis Funds in addition to investment management. Non-investment management services provided by Davis Advisors to the Davis Funds include (a) responsibility for complying with legal duties, and regulatory obligations; and (b) responsibility for general administrative and business services. Davis Advisors is reimbursed a portion of its costs in providing some, but not all, of these services. The Independent Directors reviewed (a) comparative fee and expense information for competitive funds, as selected and analyzed by a nationally recognized independent service provider; (b) information regarding fees charged by Davis Advisors to other advisory clients, including funds which it sub-advises and private accounts, as well as the differences in the services provided to such other clients; and (c) the fee schedules of the various Davis Variable Account Funds, including an assessment of competitive fee schedules. The Independent Directors reviewed the profitability of each Davis Fund to Davis Advisors. The Independent Directors considered various potential benefits that Davis Advisors may receive in connection with the services it provides under the Advisory Agreements with each Davis Fund, including a review of portfolio brokerage practices. The Independent Directors noted that Davis Advisors does not use client commissions to pay for publications that are available to the general public or third-party research services. DAVIS VALUE PORTFOLIO - --------------------- The Independent Directors noted that Davis Value Portfolio out-performed its benchmark, the Standard & Poor's 500(R) Index, and exceeded the average performance of its peer group, as determined by an independent service provider, over the longer-term investment horizon. The Independent Directors considered the expense ratio for Davis Value Portfolio and concluded that it is reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. APPROVAL OF ADVISORY ARRANGEMENTS - --------------------------------- After their review of all factors, the Independent Directors determined that the advisory fee for Davis Value Portfolio is reasonable in light of the nature, quality and extent of the services being provided to the Fund, the costs incurred by Davis Advisors in providing such service, and in comparison to the range of the average advisory fees of its peer group as determined by an independent service provider. The Independent Directors considered the advisory fee schedule for Davis Value Portfolio (a fixed fee which was typical for many competitive funds) and concluded that it represents an appropriate sharing between Fund shareholders and Davis Advisors of such economies of scale as may exist in the management of the Fund at current asset levels. The Independent Directors therefore recommended continuation of the advisory agreements. 19 DAVIS VALUE PORTFOLIO 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. Subject to exceptions and exemptions which may be granted by the Independent Directors, Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-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)HELD LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & 12 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 12 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). Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm). THOMAS S. GAYNER Director director Executive Vice 12 none (born 12/16/61) since 2004 President and Chief Investment Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering); Chairman, (energy project Santa Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 20 DAVIS VALUE PORTFOLIO 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 12 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). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, 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, Cantrock 12 none SMITH, JR. since 1994 Realty and Mayor, (born 12/23/32) Incorporated Village of Mill Neck, NY. 21 DAVIS VALUE PORTFOLIO 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, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; formerly Vice President of Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer, 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 Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Member 12 none (born 8/16/35) Chairman since 1994 of the 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. 22 DAVIS VALUE PORTFOLIO 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 15 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 15 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. 23 DAVIS VALUE PORTFOLIO 2949 East Elvira Road, Suite 101, 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. Gayner 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 Officer Christian R. Sonne Douglas A. Haines Marsha Williams 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 THE DAVIS VALUE PORTFOLIO, 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 OR ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ 24 [GRAPHIC OMITTED] DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUCSON, AZ 85706 1-800-279-0279 www.davisfunds.com [LOGO OMITTED] DAVIS FUNDS OVER 35 YEARS OF RELIABLE INVESTING(TM) SEMI-ANNUAL REPORT JUNE 30, 2005 DAVIS FINANCIAL PORTFOLIO (PORTFOLIO OF DAVIS VARIABLE ACCOUNT FUND, INC.) [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) TABLE OF CONTENTS Management's Discussion and Analysis...........................................2 Fund Overview..................................................................4 Expense Example................................................................5 Schedule of Investments........................................................6 Statement of Assets and Liabilities............................................8 Statement of Operations........................................................9 Statements of Changes in Net Assets...........................................10 Notes to Financial Statements.................................................11 Financial Highlights..........................................................14 Fund Information..............................................................15 Director Approval of Advisory Agreements......................................16 Directors and Officers........................................................18 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the six-month period ended June 30, 2005, the stock market, as measured by the Standard & Poor's 500(R) Index(1), declined by 0.81%. Inflation-adjusted gross domestic product, the most comprehensive measure of economic activity, increased 3.4% in the second quarter after increasing 3.8% in the first quarter. Interest rates, as measured by the 10-year Treasury bond, were stable for the first two months of the year, rose sharply in March, and then slowly declined over the second quarter of 2005. DAVIS FINANCIAL PORTFOLIO PERFORMANCE OVERVIEW Davis Financial Portfolio declined by 2.65% for the six-month period ended June 30, 2005(2), compared to its benchmark, the Standard & Poor's 500(R) Index(1), which declined by 0.81%. Financial sector companies as a group under-performed the S&P 500(R) Index over the six-month period. The Portfolio's insurance, diversified financial, and banking companies all reflected this difficult market for financial companies. The Portfolio's largest holdings were in insurance companies. Over the six-month period insurance companies as a whole were the largest detractors(3) from the Portfolio's performance. While Progressive(4), Loews, and Everest Re Group were among the top contributors to the Portfolio's performance, this was offset by Transatlantic Holdings, American International Group, Markel, Cincinnati Financial, Berkshire Hathaway, and FPIC Insurance Group, which were all among the top detractors from the Portfolio's performance. The Portfolio's diversified financial holdings also under-performed the S&P 500(R) Index. Julius Baer, Moody's, and Providian were among the top contributors to performance. American Express and JPMorgan Chase were among the top detractors from performance. The Portfolio no longer owns Julius Baer or Providian. The Portfolio's bank holdings slightly out-performed the S&P 500(R) Index. Golden West Financial was among the top contributors to performance. Fifth Third Bancorp was among the top detractors from the Portfolio's performance over the six-month period. The Portfolio no longer owns Fifth Third Bancorp. Among the Portfolio's non-financial holdings, H&R Block and Altria Group were among the top contributors to performance, while Tyco International was among the top detractors from performance over the six-month period. This Semi-Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Variable Account Funds (including Davis Financial Portfolio) prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Financial Portfolio's investment objective is long-term growth of capital. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Financial Portfolio are: (1) market risk, (2) company risk, (3) concentrated financial services portfolio risk, (4) foreign country risk, (5) headline risk, and (6) selection risk. See the prospectus for a full description of each risk. 2 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED Davis Financial Portfolio concentrates its investments in the financial sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the financial sector more than a portfolio that does not concentrate its portfolio. (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. The following table lists the average annual total returns for the periods ended June 30, 2005. - -------------------------------------------------------------------------------- INCEPTION PORTFOLIO NAME 1-YEAR 5-YEAR (July 1, 1999) - -------------------------------------------------------------------------------- Davis Financial Portfolio 4.18% 5.13% 4.28% - -------------------------------------------------------------------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio 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) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. (4) This Management Discussion & 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 Portfolio's holdings of each company discussed. Shares of the Davis Financial Portfolio 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 FINANCIAL PORTFOLIO FUND OVERVIEW At June 30, 2005 (Unaudited) ================================================================================ [PIE CHARTS OMITTED] PORTFOLIO MAKEUP (% OF FUND NET ASSETS) - --------------------------------------- Common Stocks .............................................................92.5% Short Term Investments, Other Assets & Liabilities ........................ 7.5% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) - --------------------------------------- Capital Goods ............................................................. 5.0% Materials ................................................................. 2.1% Banks .....................................................................15.5% Commerical Services & Supplies ............................................ 2.7% Consumer Services ......................................................... 3.0% Diversified Financials ....................................................26.5% Food, Beverage, and Tobacco ............................................... 2.6% Insurance .................................................................42.6% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - --------------------------------------------------------------------------------------------- American Express Co. Consumer Finance 10.81% Transatlantic Holdings, Inc. Reinsurance 8.83% Moody's Corp. Diversified Financial Services 5.41% American International Group, Inc. Multi-Line Insurance 5.32% Golden West Financial Corp. Thrifts & Mortgage Finance 5.31% Wells Fargo & Co. Commercial Banks 4.90% Citigroup Inc. Diversified Financial Services 4.87% Tyco International Ltd. Capital Goods 4.63% Cincinnati Financial Corp. Property & Casualty Insurance 4.57% Loews Corp. Multi-Line Insurance 4.37% 4 DAVIS FINANCIAL PORTFOLIO EXPENSE EXAMPLE (Unaudited) ================================================================================ EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative 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 the Fund is from 01/01/05 to 6/30/05. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the fund. If these charges 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" 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. Therefore, the information in the row entitled "Hypothetical" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* (01/01/05) (06/30/05) (01/01/05-06/30/05) ---------- ---------- ------------------- Actual.................................................. $1,000.00 $ 973.48 $4.16 Hypothetical (5% annual return before expenses)......... $1,000.00 $1,020.58 $4.26 * Expenses are equal to the Fund's annualized expense ratio (0.85%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). 5 DAVIS FINANCIAL PORTFOLIO SCHEDULE OF INVESTMENTS June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (92.52%) CAPITAL GOODS - (4.63%) 174,000 Tyco International Ltd. ..................................................... $ 5,080,800 ------------- COMMERCIAL BANKS - (9.06%) 150,400 Commerce Bancorp, Inc. ...................................................... 4,558,624 87,300 Wells Fargo & Co. ........................................................... 5,375,934 ------------- 9,934,558 ------------- COMMERCIAL SERVICES & SUPPLIES - (2.47%) 44,000 D&B Corp.*................................................................... 2,712,600 ------------- CONSUMER FINANCE - (10.81%) 222,800 American Express Co. ........................................................ 11,859,644 ------------- CONSUMER SERVICES - (2.77%) 52,100 H&R Block, Inc. ............................................................. 3,040,035 ------------- DIVERSIFIED FINANCIAL SERVICES - (13.65%) 115,600 Citigroup Inc. .............................................................. 5,344,188 104,448 JPMorgan Chase & Co. ........................................................ 3,689,103 132,000 Moody's Corp. ............................................................... 5,934,720 ------------- 14,968,011 ------------- FOOD, BEVERAGE, & TOBACCO - (2.41%) 40,800 Altria Group, Inc. .......................................................... 2,638,128 ------------- LIFE & HEALTH INSURANCE - (0.64%) 25,600 China Life Insurance Co., Ltd., ADR*......................................... 698,880 ------------- MATERIALS - (1.96%) 43,200 Sealed Air Corp.*............................................................ 2,150,928 ------------- MULTI-LINE INSURANCE - (9.69%) 100,387 American International Group, Inc. .......................................... 5,832,485 61,800 Loews Corp. ................................................................. 4,789,500 ------------- 10,621,985 ------------- PROPERTY & CASUALTY INSURANCE - (17.83%) 7 Berkshire Hathaway Inc., Class A*............................................ 584,500 1,635 Berkshire Hathaway Inc., Class B*............................................ 4,551,023 126,619 Cincinnati Financial Corp. .................................................. 5,010,947 44,100 FPIC Insurance Group, Inc.*.................................................. 1,289,043 11,400 Markel Corp.*................................................................ 3,864,600 43,100 Progressive Corp. (Ohio)..................................................... 4,258,711 ------------- 19,558,824 ------------- REINSURANCE - (11.29%) 29,000 Everest Re Group, Ltd. ...................................................... 2,697,000 173,437 Transatlantic Holdings, Inc. ................................................ 9,681,253 ------------- 12,378,253 ------------- 6 DAVIS FINANCIAL PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) June 30, 2005 (Unaudited) VALUE SHARES/PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) THRIFTS & MORTGAGE FINANCE - (5.31%) 90,400 Golden West Financial Corp. ................................................. $ 5,819,952 -------------- Total Common Stock - (identified cost $83,940,956)....................... 101,462,598 -------------- SHORT TERM INVESTMENTS - (7.36%) $ 2,659,000 Goldman, Sachs & Co., Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $2,659,253 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $2,712,180).............................. 2,659,000 2,847,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 3.44%, 07/01/05, dated 06/30/05, repurchase value of $2,847,272 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $2,903,940).............................. 2,847,000 2,563,000 UBS Financial Services Inc. Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $2,563,244 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $2,614,260).............................. 2,563,000 -------------- Total Short Term Investments - (identified cost $8,069,000)......... 8,069,000 -------------- Total Investments - (99.88%) - (identified cost $92,009,956) - (a)........... 109,531,598 Other Assets Less Liabilities - (0.12%)...................................... 131,933 -------------- Net Assets - (100.00%)................................................... $ 109,663,531 ============== * Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $92,335,227. At June 30, 2005 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 18,518,837 Unrealized depreciation...................................................... (1,322,466) -------------- Net unrealized appreciation.............................................. $ 17,196,371 ============== SEE NOTES TO FINANCIAL STATEMENTS 7 DAVIS FINANCIAL PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES At June 30, 2005 (Unaudited) ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments)(cost of $92,009,956)..... $ 109,531,598 Cash.................................................................. 40,611 Receivables: Dividends and interest.............................................. 141,314 Capital stock sold.................................................. 73,755 Prepaid expenses...................................................... 2,000 ------------- Total assets................................................... 109,789,278 ------------- LIABILITIES: Payables: Capital stock reacquired............................................ 38,336 Accrued expenses...................................................... 17,569 Accrued management fee................................................ 69,842 ------------- Total liabilities.............................................. 125,747 ------------- NET ASSETS............................................................... $ 109,663,531 ============= SHARES OUTSTANDING (NOTE 4).............................................. 8,789,260 ============= NET ASSET VALUE, offering and redemption price per share (Net Assets (divided by) Shares Outstanding).................................................... $ 12.48 ============= NET ASSETS CONSIST OF: Par value of shares of capital stock.................................. $ 8,789 Additional paid-in capital............................................ 95,024,049 Undistributed net investment income................................... 305,194 Accumulated net realized loss from investments and foreign currency transactions............................................ (3,196,143) Net unrealized appreciation on investments and foreign currency transactions..................................................... 17,521,642 ------------- $ 109,663,531 ============= SEE NOTES TO FINANCIAL STATEMENTS 8 DAVIS FINANCIAL PORTFOLIO STATEMENT OF OPERATIONS For the six months ended June 30, 2005 (Unaudited) ================================================================================ INVESTMENT INCOME: Income: Dividends................................................................. $ 661,072 Interest.................................................................. 107,041 ------------ Total income.......................................................... 768,113 ------------ Expenses: Management fees (Note 2).................................................. 407,508 Custodian fees............................................................ 18,741 Transfer agent fees....................................................... 3,545 Audit fees................................................................ 6,000 Accounting fees (Note 2).................................................. 3,000 Legal fees................................................................ 714 Reports to shareholders................................................... 8,506 Directors' fees and expenses.............................................. 7,432 Registration and filing fees.............................................. 2,006 Miscellaneous............................................................. 3,337 ------------ Total expenses........................................................ 460,789 Expenses paid indirectly (Note 5)..................................... (16) ------------ Net expenses.......................................................... 460,773 ------------ Net investment income.............................................. 307,340 ------------ REALIZED AND UNREALIZED LOSS ON INVESTMENTS: Net realized loss from: Investment transactions............................................... (811,991) Foreign currency transactions......................................... (906) Net decrease in unrealized appreciation of investments and foreign currency transactions......................................... (2,545,949) ------------ Net realized and unrealized loss on investments and foreign currency.. (3,358,846) ------------ Net decrease in net assets resulting from operations............... $ (3,051,506) ============ SEE NOTES TO FINANCIAL STATEMENTS 9 DAVIS FINANCIAL PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS ================================================================================ SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, (UNAUDITED) 2004 ----------- ---- OPERATIONS: Net investment income.............................................. $ 307,340 $ 358,935 Net realized loss from investment and foreign currency transactions..................................................... (812,897) (1,009,400) Net change in unrealized appreciation of investments and foreign currency transactions.................... (2,545,949) 9,637,834 ---------------- ---------------- Net increase (decrease) in net assets resulting from operations.... (3,051,506) 8,987,369 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................. - (364,973) CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... 3,441,288 29,472,122 ---------------- ---------------- Total increase in net assets........................................... 389,782 38,094,518 NET ASSETS: Beginning of period................................................ 109,273,749 71,179,231 ---------------- ---------------- End of period *.................................................... $ 109,663,531 $ 109,273,749 ================ ================ * Including undistributed net investment income (loss) of...... $ 305,194 $ (2,146) SEE NOTES TO FINANCIAL STATEMENTS 10 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis Variable Account Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund in the preparation of financial statements. A. VALUATION OF SECURITIES - 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. B. 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. C. 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. D. 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. Reported net realized foreign exchange gains or losses arise from the 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. 11 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) E. 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 June 30, 2005, the Fund had approximately $148,000 of post October 2004 losses available to offset future capital gains if any, which expire in 2013. Additionally, the Fund had $2,000 of post October 2004 foreign currency losses which were deferred. At June 30, 2005, the Fund had available for federal income tax purposes unused capital loss carryforwards of $650,000, $328,000 and $926,000, which expire in 2009, 2011 and 2012, respectively. F. 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. G. 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. H. 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. NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid to Davis Advisors (the "Adviser") at an annual rate of 0.75% of the average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the six months ended June 30, 2005 was $13. 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 for the six months ended June 30, 2005 amounted to $3,000. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Fund. The Fund pays no fees directly to DSA-NY. 12 DAVIS FINANCIAL PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the six months ended June 30, 2005 were $14,583,038 and $10,675,526, respectively. NOTE 4 - CAPITAL STOCK At June 30, 2005, there were 500 million shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, (UNAUDITED) 2004 ----------- ---- Shares sold........................................... 854,427 3,238,473 Shares issued in reinvestment of distributions........ - 28,469 -------------- --------------- 854,427 3,266,942 Shares redeemed....................................... (587,740) (848,124) -------------- --------------- Net increase.................................... 266,687 2,418,818 ============== =============== Proceeds from shares sold............................. $ 10,740,438 $ 39,191,938 Proceeds from shares issued in Reinvestment of distributions..................... - 364,973 -------------- --------------- 10,740,438 39,556,911 Cost of shares redeemed............................... (7,299,150) (10,084,789) -------------- --------------- Net increase.................................... $ 3,441,288 $ 29,472,122 ============== =============== NOTE 5 - 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 $16 for the six months ended June 30, 2005. 13 DAVIS FINANCIAL PORTFOLIO FINANCIAL HIGHLIGHTS ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2005 ------------------------------------------------------------ (UNAUDITED) 2004 2003 2002 2001 2000 ----------- ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period. $ 12.82 $ 11.66 $ 8.85 $ 10.67 $ 11.91 $ 9.26 ---------- ---------- ---------- ---------- ---------- ---------- Income (Loss) From Investment Operations - ---------------------------------------- Net Investment Income.................. 0.03 0.04 0.04 0.02 - 0.01 Net Realized and Unrealized Gains (Losses)...................... (0.37) 1.16 2.81 (1.82) (1.24) 2.84 ---------- ---------- ---------- ---------- ---------- ---------- Total From Investment Operations.... (0.34) 1.20 2.85 (1.80) (1.24) 2.85 Dividends and Distributions - --------------------------- Dividends from Net Investment Income... - (0.04) (0.04) (0.02) -(3) (0.01) Return of Capital...................... - - - - -(3) -(3) Distributions from Realized Gains...... - - - - - (0.19) ---------- ---------- ---------- ---------- ---------- ---------- Total Dividends and Distributions... - (0.04) (0.04) (0.02) - (0.20) ---------- ---------- ---------- ---------- ---------- ---------- Net Asset Value, End of Period.......... $ 12.48 $ 12.82 $ 11.66 $ 8.85 $ 10.67 $ 11.91 ========== ========== ========== ========== ========== ========== Total Return(1)......................... (2.65)% 10.32% 32.15% (16.84)% (10.37)% 30.97% - --------------- Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (000 omitted). $ 109,664 $109,274 $71,179 $31,709 $24,587 $14,770 Ratio of Expenses to Average Net Assets. 0.85%* 0.85% 0.90% 0.99% 1.00%(4) 1.00%(4) Ratio of Net Investment Income to Average Net Assets.................. 0.57%* 0.40% 0.48% 0.32% 0.04% 0.18% Portfolio Turnover Rate(2).............. 11% 6% 10% 23% 24% 26% (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. Total returns are not annualized for periods of less than one year and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (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) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.04% and 1.55% for 2001 and 2000, respectively. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 14 SEE NOTES TO FINANCIAL STATEMENTS DAVIS FINANCIAL PORTFOLIO FUND INFORMATION ================================================================================ PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available without charge upon request by calling 1-800-279-0279 or on the Fund's website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 15 DAVIS FINANCIAL PORTFOLIO DIRECTOR APPROVAL OF ADVISORY AGREEMENTS ================================================================================ PROCESS OF ANNUAL REVIEW The Board of Directors of the Davis Funds oversees the management of each Davis Fund and, as required by law, determines annually whether to approve the continuance of each Davis Fund's advisory agreement with Davis Selected Advisers, L.P. and sub-advisory agreement with Davis Selected Advisers-NY, Inc. (jointly "Davis Advisors" and "Advisory Agreements"). As a part of this process the Independent Directors, with the assistance of counsel for the Independent Directors, prepares questions which it submits to Davis Advisors in anticipation of the annual contract review. In a separate meeting held prior to the March 2005 board meeting, the Independent Directors reviewed and evaluated all information which they deemed reasonably necessary in the circumstances. Upon completion of this review, the Independent Directors recommended that the full Board of Directors approve the continuance of the Advisory Agreements, which occurred at the March 2005 board meeting. REASONS THE INDEPENDENT DIRECTORS APPROVED CONTINUATION OF THE ADVISORY AGREEMENTS The Independent Directors' determinations were based upon a comprehensive consideration of all information provided to the Independent Directors and were not the result of any single factor. The following facts and conclusions were important, but not exclusive, in the Independent Directors' recommendation to renew the Advisory Agreements for each of the Davis Funds described below. The Independent Directors noted the importance of reviewing quantitative measures, but also recognize that qualitative factors, some of which are mentioned below, could be equally or more important in assessing whether Davis Fund shareholders have been, or are likely to be, well served by the renewal of the management contract. They noted both the value and shortcomings of purely quantitative measures, including the data provided by independent service providers, and concluded that while such measures and data can inform, they should not supersede the judgment of the Independent Directors who take many factors, including those listed below, into consideration in representing the shareholders of Davis Funds. In connection with reviewing comparative performance information, the Independent Directors generally give weight to longer-term measurements. The Independent Directors believe that shareholders of Davis Funds should, and will, expect Davis Advisors to employ a disciplined, company specific, research driven, businesslike, long-term investment philosophy. The Independent Directors concluded that the willingness of Davis Advisors and related persons to invest a substantial amount of their own money alongside and on the same terms as other shareholders in the Davis Funds demonstrates a good alignment of interest between Davis Advisors and Davis Fund shareholders. The Independent Directors recognized Davis Advisors' (a) efforts to minimize transaction costs by generally having a long-term time horizon and low portfolio turnover; (b) record of generally producing satisfactory results over the long-term (c) efforts towards fostering healthy investor behavior by, among other things, providing informative and substantial educational material; and (d) efforts to promote shareholder interests by actively speaking out on corporate governance issues. 16 DAVIS FINANCIAL PORTFOLIO DIRECTOR APPROVAL OF ADVISORY AGREEMENTS - (Continued) ================================================================================ The Independent Directors also noted that Davis Advisers provides a number of services to the Davis Funds in addition to investment management. Non-investment management services provided by Davis Advisors to the Davis Funds include (a) responsibility for complying with legal duties, and regulatory obligations; and (b) responsibility for general administrative and business services. Davis Advisors is reimbursed a portion of its costs in providing some, but not all, of these services. The Independent Directors reviewed (a) comparative fee and expense information for competitive funds, as selected and analyzed by a nationally recognized independent service provider; (b) information regarding fees charged by Davis Advisors to other advisory clients, including funds which it sub-advises and private accounts, as well as the differences in the services provided to such other clients; and (c) the fee schedules of the various Davis Variable Account Funds, including an assessment of competitive fee schedules. The Independent Directors reviewed the profitability of each Davis Fund to Davis Advisors. The Independent Directors considered various potential benefits that Davis Advisors may receive in connection with the services it provides under the Advisory Agreements with each Davis Fund, including a review of portfolio brokerage practices. The Independent Directors noted that Davis Advisors does not use client commissions to pay for publications that are available to the general public or third-party research services. DAVIS FINANCIAL PORTFOLIO - ------------------------- The Independent Directors noted that Davis Financial Portfolio out-performed its benchmark, the Standard & Poor's 500(R) Index, over the longer-term investment horizon, but under-performed the Index over the one-year investment period. Davis Financial Portfolio exceeded the average performance of its peer group, as determined by an independent service provider, over the longer-term investment horizon, but under-performed the average performance of its peer group, over the shorter investment horizon. The Independent Directors considered the expense ratio for Davis Financial Portfolio and concluded that it is reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. APPROVAL OF ADVISORY ARRANGEMENTS - --------------------------------- After their review of all factors, the Independent Directors determined that the advisory fee for Davis Financial Portfolio is reasonable in light of the nature, quality and extent of the services being provided to the Fund, the costs incurred by Davis Advisors in providing such service, and in comparison to the range of the average advisory fees of its peer group as determined by an independent service provider. The Independent Directors considered the advisory fee schedule for Davis Financial Portfolio (a fixed fee which was typical for many competitive funds) and concluded that it represents an appropriate sharing between Fund shareholders and Davis Advisors of such economies of scale as may exist in the management of the Fund at current asset levels. The Independent Directors therefore recommended continuation of the advisory agreements. 17 DAVIS FINANCIAL PORTFOLIO 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. Subject to exceptions and exemptions which may be granted by the Independent Directors, Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-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)HELD LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY NAME AND AGE WITH FUND TIME SERVED PAST FIVE YEARS DIRECTOR DIRECTOR - ---------------------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS WESLEY E. Director director President, Bass & 12 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 12 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). Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm). THOMAS S. GAYNER Director director Executive Vice 12 none (born 12/16/61) since 2004 President and Chief Investment Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering); Chairman, (energy project Santa Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 18 DAVIS FINANCIAL PORTFOLIO 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 12 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). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, 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, Cantrock 12 none SMITH, JR. since 1994 Realty and Mayor, (born 12/23/32) Incorporated Village of Mill Neck, NY. 19 DAVIS FINANCIAL PORTFOLIO 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, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; formerly Vice President of Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer, 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 Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Member 12 none (born 8/16/35) Chairman since 1994 of the 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. 20 DAVIS FINANCIAL PORTFOLIO 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 15 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 15 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. 21 DAVIS FINANCIAL PORTFOLIO 2949 East Elvira Road, Suite 101, 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. Gayner 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 Officer Christian R. Sonne Douglas A. Haines Marsha Williams 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 THE DAVIS FINANCIAL PORTFOLIO, 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 OR ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ 22 DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUCSON, AZ 85706 1-800-279-0279 WWW.DAVISFUNDS.COM [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) - ------------------ SEMI-ANNUAL REPORT JUNE 30, 2005 - ------------------ DAVIS REAL ESTATE PORTFOLIO (PORTFOLIO OF DAVIS VARIABLE ACCOUNT FUND, INC.) [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) TABLE OF CONTENTS Management's Discussion and Analysis....................................2 Fund Overview...........................................................5 Expense Example.........................................................6 Schedule of Investments.................................................7 Statement of Assets and Liabilities....................................10 Statement of Operations................................................11 Statements of Changes in Net Assets....................................12 Notes to Financial Statements..........................................13 Financial Highlights...................................................16 Fund Information.......................................................17 Director Approval of Advisory Agreements...............................18 Directors and Officers.................................................20 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS MARKET ENVIRONMENT During the six-month period ended June 30, 2005, the stock market, as measured by the Standard & Poor's 500(R) Index(1), declined by 0.81%. Inflation-adjusted gross domestic product, the most comprehensive measure of economic activity, increased 3.4% in the second quarter after increasing 3.8% in the first quarter. Interest rates, as measured by the 10-year Treasury bond, were stable for the first two months of the year, rose sharply in March, and then slowly declined over the second quarter of 2005. DAVIS REAL ESTATE PORTFOLIO PERFORMANCE OVERVIEW Davis Real Estate Portfolio returned 3.96% for the six-month period ended June 30, 2005(2), compared with a return of 6.79% for the Dow Jones Wilshire Real Estate Securities Index(1). The sector contributing(3) the most to the Portfolio's six-month performance was office property REITs. The Portfolio had more invested in office property REITs than in any other sector. The specific office property REITs that the Portfolio owned did not perform as well as the office property REITs included in the Dow Jones Wilshire Real Estate Securities Index, which reduced performance relative to the Index. Kilroy Realty(4), SL Green Realty, and CarrAmerica Realty, were each among the top contributors to the Portfolio's performance. Parkway Properties and Arden Realty were both among the top detractors from performance. The Portfolio no longer owns Parkway Properties. The sector detracting the most from the Portfolio's six-month performance was warehouse and industrial REITs. Catellus Development was among the top contributors to performance. Centerpoint Properties and Prologis were both among the top detractors from performance. Regional mall REITs turned in a strong six-month performance. While this sector represents a large portion of the Index, the Portfolio invested a smaller portion of its assets in this sector. Among the Portfolio's regional mall REITs, General Growth Properties was among the top contributors to the Portfolio's performance and Mills Corp. was among the top detractors from the Portfolio's performance. Diversified REITs represented a significant proportion of Portfolio assets. These companies turned in mixed performance. Capital Automotive and Vornado Realty Trust were both among the top contributors to performance, while Duke Realty and iStar Financial were both among the top detractors from performance. Individual companies making important contributions to the Portfolio's six-month performance included Forest City, a real estate operations and development company; and Gramercy Capital, a mortgage REIT. Individual companies detracting from the Portfolio's six-month performance included Plum Creek Timber, a forestry REIT; and Starwood Hotels & Resorts, a hotels & lodging company. The Portfolio no longer owns Plum Creek Timber or Starwood Hotels & Resorts. 2 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED This Semi-Annual Report is authorized for use by existing shareholders. Prospective shareholders must receive a current Davis Variable Account Funds (including Davis Real Estate Portfolio) prospectus, which contains more information about investment strategies, risks, charges, and expenses. Please read the prospectus carefully before investing or sending money. Davis Real Estate Portfolio's investment objective is total return through a combination of growth and income. There can be no assurance that the Portfolio will achieve its objective. The primary risks of an investment in Davis Real Estate Portfolio are: (1) market risk, (2) company risk, (3) concentrated real estate portfolio risk, (4) focused portfolio risk, (5) small and medium capitalization risk, (6) foreign country risk, (7) headline risk, and (8) selection risk. See the prospectus for a full description of each risk. Davis Real Estate Portfolio concentrates its investments in the real estate sector, and it may be subject to greater risks than a portfolio that does not concentrate its investments in a particular sector. The Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of the real estate sector much more than a portfolio that does not concentrate its portfolio. Davis Real Estate Portfolio is allowed under its charter to focus its investments in fewer companies, and it may be subject to greater risks than a more diversified portfolio that is not allowed to focus its investments in a few companies. Should the portfolio manager determine that it is prudent to focus the Portfolio's portfolio in a few companies, the Portfolio's investment performance, both good and bad, is expected to reflect the economic performance of its more focused portfolio. (1) The definitions of indices quoted in this report appear below. Investments cannot be made directly in the indices. I. 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. II. The Dow Jones Wilshire Real Estate Securities Index is a broad measure of the performance of publicly traded real estate securities, such as Real Estate Investment Trusts (REITs) and Real Estate Operating Companies (REOCs). The Index is capitalization-weighted. The beginning date was January 1, 1978, and the Index is rebalanced monthly and returns are calculated on a buy and hold basis. 3 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101 Tucson, Arizona 85706 ================================================================================ MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED (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. The following table lists the average annual total returns for the periods ended June 30, 2005. - -------------------------------- ----------------- ---------------- ------------------- INCEPTION PORTFOLIO NAME 1-YEAR 5-YEAR (July 1, 1999) - -------------------------------- ----------------- ---------------- ------------------- Davis Real Estate Portfolio 30.12% 18.34% 15.15% - -------------------------------- ----------------- ---------------- ------------------- Performance numbers are net of all portfolio operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total return would be lower. Portfolio 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) A company's or sector's contribution to the Portfolio's performance is a product both of its appreciation or depreciation and it's weighting within the portfolio. For example, a 5% holding that rises 20% has twice as much impact as a 1% holding that rises 50%. (4) This Management Discussion & 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 Portfolio's holdings of each company discussed. Shares of the Davis Real Estate Portfolio 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 REAL ESTATE PORTFOLIO FUND OVERVIEW At June 30, 2005 (Unaudited) - -------------------------------------------------------------------------------- PORTFOLIO MAKEUP (% OF FUND NET ASSETS) [PIE CHART OMITTED] Short Term Investments, Preferred Stocks, Other Assets & Liabilities 5.5% Common Stocks 94.5% SECTOR WEIGHTINGS (% OF STOCK HOLDINGS) [PIE CHART OMITTED] Regional Mall REITS 8.7% Real Estate Operations/Development 8.1% Health Care REITS 2.0% Apartment REITS 10.8% Diversified REITS 15.1% Residential/Commercial Building 1.1% Office Property REITS 25.8% Shopping Center REITS 13.2% Mortgage REITS 1.7% Warehouse & Industrial REITS 13.5% TOP 10 HOLDINGS STOCK SECTOR % OF FUND NET ASSETS - ----------------------------------------------------------------------------------------------------------- Centerpoint Properties Trust Warehouse & Industrial REITS 6.38% SL Green Realty Corp. Office Property REITS 4.20% Forest City Enterprises, Inc., Class A Real Estate Operations/Development 3.86% Vornado Realty Trust Diversified REITS 3.81% ProLogis Warehouse & Industrial REITS 3.73% General Growth Properties, Inc. Regional Mall REITS 3.68% Capital Automotive REIT Diversified REITS 3.67% Developers Diversified Realty Corp. Shopping Center REITS 3.61% Alexandria Real Estate Equities, Inc. Office Property REITS 3.40% Cousins Properties, Inc. Diversified REITS 3.18% 5 DAVIS REAL ESTATE PORTFOLIO EXPENSE EXAMPLE (Unaudited) ================================================================================ EXAMPLE As a shareholder of the Fund, you incur ongoing costs only, including advisory and administrative 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 the Fund is from 01/01/05 to 06/30/05. Please note that the Expense Example is general and does not reflect charges imposed by your insurance company's separate account or account specific costs, which may increase your total costs of investing in the fund. If these charges 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" 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. Therefore, the information in the row entitled "Hypothetical" is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. BEGINNING ENDING ACCOUNT ACCOUNT EXPENSES PAID VALUE VALUE DURING PERIOD* (01/01/05) (06/30/05) (01/01/05-06/30/05) --------------- ------------- ---------------------- Actual............................................... $1,000.00 $1,039.59 $4.40 Hypothetical (5% annual return before expenses)...... $1,000.00 $1,020.48 $4.36 * Expenses are equal to the Fund's annualized expense ratio (0.87%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). 6 DAVIS REAL ESTATE PORTFOLIO SCHEDULE OF INVESTMENTS June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) =============================================================================================================== COMMON STOCK - (94.53%) APARTMENT REITS - (10.08%) 3,500 American Campus Communities, Inc. ........................................... $ 79,380 32,700 Archstone-Smith Trust........................................................ 1,262,874 21,700 Camden Property Trust........................................................ 1,166,375 22,900 Essex Property Trust, Inc. .................................................. 1,902,074 76,400 United Dominion Realty Trust, Inc. .......................................... 1,837,420 ------------- 6,248,123 ------------- DIVERSIFIED REITS - (14.27%) 59,700 Capital Automotive REIT...................................................... 2,276,660 66,600 Cousins Properties, Inc. .................................................... 1,970,028 51,800 Duke Realty Corp. ........................................................... 1,639,988 14,300 iStar Financial Inc. ........................................................ 594,737 29,331 Vornado Realty Trust......................................................... 2,358,212 ------------- 8,839,625 ------------- HEALTH CARE REITS - (1.91%) 39,200 Ventas, Inc. ................................................................ 1,183,840 ------------- MORTGAGE REITS - (1.58%) 40,100 Gramercy Capital Corp. ...................................................... 980,846 ------------- OFFICE PROPERTY REITS - (24.47%) 28,700 Alexandria Real Estate Equities, Inc. ....................................... 2,108,015 41,100 Arden Realty, Inc. .......................................................... 1,478,778 25,800 Boston Properties, Inc. ..................................................... 1,806,000 47,500 Brandywine Realty Trust...................................................... 1,455,875 47,000 CarrAmerica Realty Corp. .................................................... 1,700,460 20,700 Columbia Equity Trust, Inc.*................................................. 317,745 62,400 Corporate Office Properties Trust............................................ 1,837,680 39,000 Kilroy Realty Corp. ......................................................... 1,852,110 40,370 SL Green Realty Corp. ....................................................... 2,603,865 ------------- 15,160,528 ------------- REAL ESTATE OPERATIONS/DEVELOPMENT - (7.70%) 133,500 Brixton PLC.................................................................. 852,122 6,400 Derwent Valley Holdings PLC.................................................. 136,456 33,700 Forest City Enterprises, Inc., Class A....................................... 2,392,700 18,300 Hammerson PLC................................................................ 291,650 46,000 Liberty International PLC.................................................... 798,220 32,000 Slough Estates PLC........................................................... 298,999 ------------- 4,770,147 ------------- 7 DAVIS REAL ESTATE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) June 30, 2005 (Unaudited) VALUE SHARES SECURITY (NOTE 1) ============================================================================================================== COMMON STOCK - (CONTINUED) REGIONAL MALL REITS - (8.26%) 55,442 General Growth Properties, Inc. ............................................. $ 2,278,112 24,600 Mills Corp. ................................................................. 1,495,434 18,500 Simon Property Group, Inc. .................................................. 1,341,065 ------------- 5,114,611 ------------- RESIDENTIAL/COMMERCIAL BUILDING - (1.00%) 19,300 WCI Communities, Inc.*....................................................... 618,179 ------------- SHOPPING CENTER REITS - (12.47%) 48,625 Developers Diversified Realty Corp. ......................................... 2,234,805 31,400 Kimco Realty Corp. .......................................................... 1,849,774 26,700 Pan Pacific Retail Properties, Inc. ......................................... 1,772,346 32,700 Regency Centers Corp. ....................................................... 1,870,440 ------------- 7,727,365 ------------- WAREHOUSE & INDUSTRIAL REITS - (12.79%) 50,566 Catellus Development Corp. .................................................. 1,658,565 93,500 Centerpoint Properties Trust................................................. 3,955,050 57,400 ProLogis..................................................................... 2,309,776 ------------- 7,923,391 ------------- Total Common Stock - (identified cost $42,963,832).................. 58,566,655 ------------- PREFERRED STOCK - (0.22%) APARTMENT REITS - (0.22%) 2,000 Equity Residential, 7.00%, Series E, Cum. Conv. Pfd. ........................ 82,500 1,600 Equity Residential, 8.60%, Series D, Cum. Pfd. .............................. 42,616 400 Equity Residential, 9.125%, Series C, Cum. Pfd. ............................. 10,512 ------------- Total Preferred Stock - (identified cost $113,921).................. 135,628 ------------- 8 DAVIS REAL ESTATE PORTFOLIO SCHEDULE OF INVESTMENTS - (Continued) June 30, 2005 (Unaudited) VALUE PRINCIPAL SECURITY (NOTE 1) ============================================================================================================== SHORT TERM INVESTMENTS - (4.84%) $ 989,000 Goldman, Sachs & Co., Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $989,094 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $1,008,780).............................. $ 989,000 1,060,000 Nomura Securities International, Inc. Joint Repurchase Agreement, 3.44%, 07/01/05, dated 06/30/05, repurchase value of $1,060,101 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $1,081,200)............................... 1,060,000 954,000 UBS Financial Services Inc. Joint Repurchase Agreement, 3.43%, 07/01/05, dated 06/30/05, repurchase value of $954,091 (collateralized by: U.S. Government agency obligations in a pooled cash account, total market value $973,080)................................. 954,000 ------------- Total Short Term Investments - (identified cost $3,003,000)......... 3,003,000 ------------- Total Investments - (99.59%) - (identified cost $46,080,753) - (a)........... 61,705,283 Other Assets Less Liabilities - (0.41%)...................................... 252,242 ------------- Net Assets - (100.00%)................................................... $ 61,957,525 ============= *Non-Income Producing Security. (a) Aggregate cost for Federal Income Tax purposes is $46,084,588. At June 30, 2005 unrealized appreciation (depreciation) of securities for Federal Income Tax purposes is as follows: Unrealized appreciation...................................................... $ 15,642,699 Unrealized depreciation...................................................... (22,004) ------------- Net unrealized appreciation.............................................. $ 15,620,695 ============= SEE NOTES TO FINANCIAL STATEMENTS 9 DAVIS REAL ESTATE PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES At June 30, 2005 (Unaudited) ================================================================================ ASSETS: Investments in securities, at value (see accompanying Schedule of Investments)(cost of $46,080,753)................................. $ 61,705,283 Cash.............................................................................................. 156,629 Receivables: Dividends and interest.......................................................................... 226,053 Capital stock sold.............................................................................. 1,993 Investment securities sold...................................................................... 464,906 Prepaid expenses.................................................................................. 905 --------------- Total assets............................................................................... 62,555,769 --------------- LIABILITIES: Payables: Capital stock reacquired........................................................................ 154,128 Investment securities purchased................................................................. 389,395 Accrued expenses.................................................................................. 15,813 Accrued management fee............................................................................ 38,908 --------------- Total liabilities.......................................................................... 598,244 --------------- NET ASSETS .......................................................................................... $ 61,957,525 =============== SHARES OUTSTANDING (NOTE 4).......................................................................... 3,572,282 =============== NET ASSET VALUE, offering and redemption price per share (Net Assets (divided by) Shares Outstanding)......................... $ 17.34 =========== NET ASSETS CONSIST OF: Par value of shares of capital stock.............................................................. $ 3,572 Additional paid-in capital........................................................................ 43,413,787 Undistributed net investment income............................................................... 507,424 Accumulated net realized gains from investments and foreign currency transactions................. 2,408,411 Net unrealized appreciation on investments and foreign currency transactions...................... 15,624,331 --------------- $ 61,957,525 =============== SEE NOTES TO FINANCIAL STATEMENTS 10 DAVIS REAL ESTATE PORTFOLIO STATEMENT OF OPERATIONS For the six months ended June 30, 2005 (Unaudited) ================================================================================ INVESTMENT INCOME: Income: Dividends (Net of foreign withholding taxes of $3,356)........................................ $ 1,087,882 Interest...................................................................................... 60,392 --------------- Total income.............................................................................. 1,148,274 --------------- Expenses: Management fees (Note 2)...................................................................... 214,448 Custodian fees................................................................................ 13,663 Transfer agent fees........................................................................... 3,299 Audit fees.................................................................................... 6,000 Accounting fees (Note 2)...................................................................... 3,000 Legal fees.................................................................................... 352 Reports to shareholders....................................................................... 450 Directors' fees and expenses.................................................................. 3,695 Registration and filing fees.................................................................. 874 Miscellaneous................................................................................. 2,568 --------------- Total expenses............................................................................ 248,349 Expenses paid indirectly (Note 5)......................................................... (20) --------------- Net expenses.............................................................................. 248,329 --------------- Net investment income.................................................................. 899,945 --------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain from: Investment transactions................................................................... 1,560,426 Foreign currency transactions............................................................. 545 Net decrease in unrealized appreciation of investments and foreign currency transactions.................................................................... (105,304) --------------- Net realized and unrealized gain on investments and foreign currency...................... 1,455,667 --------------- Net increase in net assets resulting from operations................................... $ 2,355,612 =============== SEE NOTES TO FINANCIAL STATEMENTS 11 DAVIS REAL ESTATE PORTFOLIO STATEMENTS OF CHANGES IN NET ASSETS ================================================================================ SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, (UNAUDITED) 2004 --------- ---- OPERATIONS: Net investment income.............................................. $ 899,945 $ 1,016,323 Net realized gain from investment and foreign currency transactions..................................................... 1,560,971 3,277,505 Net increase (decrease) in unrealized appreciation of investments and foreign currency transactions.................... (105,304) 9,199,069 ---------------- ---------------- Net increase in net assets resulting from operations............... 2,355,612 13,492,897 DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.............................................. (392,521) (1,497,449) Realized gains from investment transactions........................ - (1,939,529) CAPITAL SHARE TRANSACTIONS (NOTE 4).................................... 1,715,816 12,559,434 ---------------- ---------------- Total increase in net assets........................................... 3,678,907 22,615,353 NET ASSETS: Beginning of period................................................ 58,278,618 35,663,265 ---------------- ---------------- End of period*..................................................... $ 61,957,525 $ 58,278,618 ================ ================ *Including undistributed net investment income of................ $ 507,424 - SEE NOTES TO FINANCIAL STATEMENTS 12 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a separate series of Davis Variable Account Fund, Inc., which is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The following is a summary of significant accounting policies followed by the Fund in the preparation of financial statements. A. VALUATION OF SECURITIES - 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. B. 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. C. 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. D. 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. Reported net realized foreign exchange gains or losses arise from the 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. 13 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) E. 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. F. 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. G. 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. H. 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. NOTE 2 - INVESTMENT ADVISORY FEES Advisory fees are paid to Davis Advisors, the Fund's investment adviser (the "Adviser") at an annual rate of 0.75% of the average annual net assets. State Street Bank and Trust Company ("State Street Bank") is the Fund's primary transfer agent. The Adviser is also paid for certain transfer agent services. The fee paid to the Adviser for the six months ended June 30, 2005 was $13. 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 for the six months ended June 30, 2005 amounted to $3,000. Certain directors and officers of the Fund are also directors and officers of the general partner of the Adviser. Davis Selected Advisers - NY, Inc. ("DSA-NY"), a wholly-owned subsidiary of the Adviser, acts as sub-adviser to the Fund. The Fund pays no fees directly to DSA-NY. 14 DAVIS REAL ESTATE PORTFOLIO NOTES TO FINANCIAL STATEMENTS - (Continued) June 30, 2005 (Unaudited) ================================================================================ NOTE 3 - PURCHASES AND SALES OF SECURITIES Purchases and sales of investment securities (excluding short-term securities) during the six months ended June 30, 2005 were $9,812,212 and $4,949,660, respectively. NOTE 4 - CAPITAL STOCK At June 30, 2005, there were 500 million shares of capital stock ($0.001 par value per share) authorized. Transactions in capital stock were as follows: SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, (UNAUDITED) 2004 ----------- ---- Shares sold............................................... 580,245 1,356,048 Shares issued in reinvestment of distributions............ 25,489 215,308 ---------------- ---------------- 605,734 1,571,356 Shares redeemed........................................... (501,703) (751,119) ---------------- ---------------- Net increase........................................ 104,031 820,237 ================ ================ Proceeds from shares sold................................. $ 9,433,106 $ 19,825,910 Proceeds from shares issued in reinvestment of distributions......................... 392,521 3,436,978 ---------------- ---------------- 9,825,627 23,262,888 Cost of shares redeemed................................... (8,109,811) (10,703,454) ---------------- ---------------- Net increase........................................ $ 1,715,816 $ 12,559,434 ================ ================ NOTE 5 - 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 $20 for the six months ended June 30, 2005. 15 DAVIS REAL ESTATE PORTFOLIO FINANCIAL HIGHLIGHTS ================================================================================ The following financial information represents data for each share of capital stock outstanding throughout each period: SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 2005 ---------------------------------------- ----------------- (UNAUDITED) 2004 2003 2002 2001 2000 ----------- ---- ---- ---- ---- ---- Net Asset Value, Beginning of Period. $ 16.80 $ 13.47 $ 10.49 $ 10.35 $ 10.38 $ 8.71 ---------- ---------- ---------- ---------- ---------- ---------- Income From Investment Operations Net Investment Income.................. 0.25 0.34 0.44 0.36 0.36 0.33 Net Realized and Unrealized Gains............................... 0.40 4.07 3.34 0.25 0.19 1.67 ---------- ---------- ---------- ---------- ---------- --------- Total From Investment Operations.... 0.65 4.41 3.78 0.61 0.55 2.00 Dividends and Distributions Dividends from Net Investment Income... (0.11) (0.48) (0.55) (0.36) (0.36) (0.33) Return of Capital...................... - - - (0.11) (0.07) - Distributions from Realized Gains...... (0.60) (0.25) - (0.11) - Distributions in Excess of Net Investment Income................... - - - - (0.04) - ---------- ---------- ---------- ---------- ---------- --------- Total Dividends and Distributions... (0.11) (1.08) (0.80) (0.47) (0.58) (0.33) ---------- ---------- ---------- ---------- ---------- --------- Net Asset Value, End of Period.......... $ 17.34 $ 16.80 $ 13.47 $ 10.49 $ 10.35 $ 10.38 ========== ========== ========== ========== ========== ========== Total Return(1)......................... 3.96% 33.35% 36.79% 5.89% 5.50% 23.33% - ------------ Ratios/Supplemental Data Net Assets, End of Period (000 omitted). $61,958 $58,279 $35,663 $18,806 $10,029 $4,853 Ratio of Expenses to Average Net Assets. 0.87%* 0.89% 0.98% 1.00%(3) 1.00%(3) 1.07%(3,4) Ratio of Net Investment Income to 3.15%* 2.30% 3.74% 3.54% 3.70% 4.31% Average Net Assets.................. Portfolio Turnover Rate(2) ............. 9% 32% 22% 52% 45% 16% (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. Total returns are not annualized for periods of less than one year and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. (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) Had the Adviser not absorbed certain expenses the ratio of expenses to average net assets would have been 1.10%, 1.39%, and 3.15%, for 2002, 2001, and 2000, respectively. (4) Ratio of expenses to average net assets after the reduction of expenses paid indirectly was 1.00% for 2000. * Annualized SEE NOTES TO FINANCIAL STATEMENTS 16 DAVIS REAL ESTATE PORTFOLIO FUND INFORMATION ================================================================================ PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-279-0279, (ii) on the Fund's website at www.davisfunds.com, and (iii) on the SEC's website at www.sec.gov. FORM N-Q The Fund files the complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available without charge upon request by calling 1-800-279-0279 or on the Fund's website at www.davisfunds.com or on the SEC's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 17 DAVIS REAL ESTATE PORTFOLIO DIRECTOR APPROVAL OF ADVISORY AGREEMENTS ================================================================================ PROCESS OF ANNUAL REVIEW The Board of Directors of the Davis Funds oversees the management of each Davis Fund and, as required by law, determines annually whether to approve the continuance of each Davis Fund's advisory agreement with Davis Selected Advisers, L.P. and sub-advisory agreement with Davis Selected Advisers-NY, Inc. (jointly "Davis Advisors" and "Advisory Agreements"). As a part of this process the Independent Directors, with the assistance of counsel for the Independent Directors, prepares questions which it submits to Davis Advisors in anticipation of the annual contract review. In a separate meeting held prior to the March 2005 board meeting, the Independent Directors reviewed and evaluated all information which they deemed reasonably necessary in the circumstances. Upon completion of this review, the Independent Directors recommended that the full Board of Directors approve the continuance of the Advisory Agreements, which occurred at the March 2005 board meeting. REASONS THE INDEPENDENT DIRECTORS APPROVED CONTINUATION OF THE ADVISORY AGREEMENTS The Independent Directors' determinations were based upon a comprehensive consideration of all information provided to the Independent Directors and were not the result of any single factor. The following facts and conclusions were important, but not exclusive, in the Independent Directors' recommendation to renew the Advisory Agreements for each of the Davis Funds described below. The Independent Directors noted the importance of reviewing quantitative measures, but also recognize that qualitative factors, some of which are mentioned below, could be equally or more important in assessing whether Davis Fund shareholders have been, or are likely to be, well served by the renewal of the management contract. They noted both the value and shortcomings of purely quantitative measures, including the data provided by independent service providers, and concluded that while such measures and data can inform, they should not supersede the judgment of the Independent Directors who take many factors, including those listed below, into consideration in representing the shareholders of Davis Funds. In connection with reviewing comparative performance information, the Independent Directors generally give weight to longer-term measurements. The Independent Directors believe that shareholders of Davis Funds should, and will, expect Davis Advisors to employ a disciplined, company specific, research driven, businesslike, long-term investment philosophy. The Independent Directors concluded that the willingness of Davis Advisors and related persons to invest a substantial amount of their own money alongside and on the same terms as other shareholders in the Davis Funds demonstrates a good alignment of interest between Davis Advisors and Davis Fund shareholders. The Independent Directors recognized Davis Advisors' (a) efforts to minimize transaction costs by generally having a long-term time horizon and low portfolio turnover; (b) record of generally producing satisfactory results over the long-term (c) efforts towards fostering healthy investor behavior by, among other things, providing informative and substantial educational material; and (d) efforts to promote shareholder interests by actively speaking out on corporate governance issues. 18 DAVIS REAL ESTATE PORTFOLIO DIRECTOR APPROVAL OF ADVISORY AGREEMENTS - (Continued) ================================================================================ The Independent Directors also noted that Davis Advisers provides a number of services to the Davis Funds in addition to investment management. Non-investment management services provided by Davis Advisors to the Davis Funds include (a) responsibility for complying with legal duties, and regulatory obligations; and (b) responsibility for general administrative and business services. Davis Advisors is reimbursed a portion of its costs in providing some, but not all, of these services. The Independent Directors reviewed (a) comparative fee and expense information for competitive funds, as selected and analyzed by a nationally recognized independent service provider; (b) information regarding fees charged by Davis Advisors to other advisory clients, including funds which it sub-advises and private accounts, as well as the differences in the services provided to such other clients; and (c) the fee schedules of the various Davis Variable Account Funds, including an assessment of competitive fee schedules. The Independent Directors reviewed the profitability of each Davis Fund to Davis Advisors. The Independent Directors considered various potential benefits that Davis Advisors may receive in connection with the services it provides under the Advisory Agreements with each Davis Fund, including a review of portfolio brokerage practices. The Independent Directors noted that Davis Advisors does not use client commissions to pay for publications that are available to the general public or third-party research services. DAVIS REAL ESTATE PORTFOLIO - --------------------------- The Independent Directors noted that Davis Real Estate Portfolio out-performed its benchmark, the Dow Jones Wilshire Real Estate Index, over the 3-year investment horizon, but under-performed the index over the 1 and 5-year investment horizons. Davis Real Estate Portfolio exceeded or equaled the average performance of its peer group, as determined by an independent service provider, over the shorter investment horizon, but trailed the peer group over the 5-year investment horizon. The Fund also had strong absolute performance over all reviewed periods. The Independent Directors considered the expense ratio for Davis Real Estate Portfolio and concluded that it is reasonable and competitive with the range of average expense ratios of its peer group as determined by an independent service provider. APPROVAL OF ADVISORY ARRANGEMENTS - --------------------------------- After their review of all factors, the Independent Directors determined that the advisory fee for Davis Real Estate Portfolio is reasonable in light of the nature, quality and extent of the services being provided to the Fund, the costs incurred by Davis Advisors in providing such service, and in comparison to the range of the average advisory fees of its peer group as determined by an independent service provider. The Independent Directors considered the advisory fee schedule for Davis Real Estate Portfolio (a fixed fee which was typical for many competitive funds) and concluded that it represents an appropriate sharing between Fund shareholders and Davis Advisors of such economies of scale as may exist in the management of the Fund at current asset levels. The Independent Directors therefore recommended continuation of the advisory agreements. 19 DAVIS REAL ESTATE PORTFOLIO 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. Subject to exceptions and exemptions which may be granted by the Independent Directors, Directors must retire at the close of business on the last day of the calendar year in which the Director attains age seventy-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, Bass & 12 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 12 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). Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm). THOMAS S. GAYNER Director director Executive Vice 12 none (born 12/16/61) since 2004 President and Chief Investment Officer, Markel Corporation (insurance company). JERRY D. GEIST Director director Chairman, Santa Fe 12 Director, CH2M-Hill, Inc. (born 5/23/34) since 1986 Center Enterprises (engineering); Chairman, (energy project Santa Fe Center Enterprises; development); Retired Investment Committee for Chairman and Microgeneration Technology President, Public Fund, UTECH Funds. Service Company of New Mexico. 20 DAVIS REAL ESTATE PORTFOLIO 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 12 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). G. BERNARD Director director Managing General 12 none HAMILTON since 1978 Partner, Avanti (born 3/18/37) Partners, L.P. (investment partnership). ROBERT P. Director director Chairman, Northroad 12 none MORGENTHAU since 2002 Capital Management, (born 3/22/57) LLC (an investment management firm) since June 2002; President of Private Advisory Services, 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, Cantrock 12 none SMITH, JR. since 1994 Realty and Mayor, (born 12/23/32) Incorporated Village of Mill Neck, NY. 21 DAVIS REAL ESTATE PORTFOLIO 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, 12 none SONNE since 1990 Tuxedo Park Associates (born 5/6/36) (land holding and development firm); President and Chief Executive Officer, Mulford Securities Corporation (private investment fund) until 1990; formerly Vice President of Goldman Sachs & Co. (investment banking). MARSHA WILLIAMS Director director Executive Vice 15 Director of the Selected (born 3/28/51) since 1999 President and Chief Funds (consisting of three Financial Officer, 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 Iron Company, N.V. Officer, Crate & (industrial construction and Barrel (home engineering). furnishings retailer); former Vice President and Treasurer, Amoco Corporation (oil & gas company). INSIDE DIRECTORS* JEREMY H. BIGGS Director/ director Vice Chairman, Member 12 none (born 8/16/35) Chairman since 1994 of the 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. 22 DAVIS REAL ESTATE PORTFOLIO 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 15 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 15 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. 23 DAVIS REAL ESTATE PORTFOLIO 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706 ================================================================================ DIRECTORS OFFICERS Wesley E. Bass, Jr. Jeremy H. Biggs Jeremy H. Biggs Chairman Marc P. Blum Andrew A. Davis Andrew A. Davis President Christopher C. Davis Christopher C. Davis Thomas S. Gayner 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 Officer Christian R. Sonne Douglas A. Haines Marsha Williams 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 THE DAVIS REAL ESTATE PORTFOLIO, INCLUDING MANAGEMENT FEE, CHARGES AND EXPENSES, SEE THE CURRENT DAVIS VARIABLE ACCOUNT FUNDS (INCLUDING DAVIS REAL ESTATE PORTFOLIO) PROSPECTUS WHICH MUST PRECEDE OR ACCOMPANY THIS REPORT. THE DAVIS VARIABLE ACCOUNT 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 OR ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. QUARTERLY FACT SHEETS ARE AVAILABLE ON THE FUND'S WEBSITE AT WWW.DAVISFUNDS.COM. ================================================================================ 24 DAVIS ADVISORS 2949 EAST ELVIRA ROAD SUITE 101 TUCSON, AZ 85706 1-800-279-0279 WWW.DAVISFUNDS.COM [DAVIS FUNDS LOGO] OVER 35 YEARS OF RELIABLE INVESTING(TM) Item 2. Code of Ethics - Not Applicable Item 3. Audit Committee Financial Expert - Not Applicable Item 4. Principal Accountant Fees and Services - Not Applicable Item 5. Audit Committee of Listed Registrants - Not Applicable 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. Portfolio Managers of Closed-End Management Investment Companies - Not Applicable Item 9. Purchase of Equity Securities by Closed-End Mangement Investment Company and Affiliated Purchases - Not Applicable Item 10. 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 11. 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 12. Exhibits 	 EX-99.CERT - Section 302 Certification 	 EX-99.906 CERT - Section 906 Certification 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 VARIABLE ACCOUNT FUND, INC. By /s/ Kenneth C. Eich Kenneth C. Eich Principal Executive Officer Date: August 23, 2005 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: August 23, 2005 By /s/ Douglas A. Haines Douglas A. Haines Principal Financial officer Date: August 23, 2005