DAVIS SERIES, INC.
                           124 East Marcy Street
                         Santa Fe, New Mexico 87501
                               1-800-279-0279
                                        

                  NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
                          TO BE HELD MARCH 25, 1997        

      Enclosed are your Proxy Statement and Proxy for the special meeting
(the "Special Meeting") of the shareholders of Davis Series, Inc. (the
"Company") to be held at the office of the Fund, 124 East Marcy, Santa Fe,
New Mexico on Tuesday, March 25, 1997, at 10:00 a.m. Mountain time, for
the following purposes and to transact such other business as may
properly come before the Special Meetings or any adjournment thereof:

            1.  To consider approval of a sub-advisory agreement with Davis
      Selected Advisers-NY, Inc., an affiliate of the Adviser (the "Proposed
      Sub-Advisory Arrangement") (Item 1 in the Proxy Statement);

            2.  To consider the election of Christian R. Sonne, LeRoy E.
      Hoffberger, Eugene Feinblatt and Jeremy H. Biggs as Directors of the
      Company. (Item 2 in the Proxy Statement).

      These proposals are described in the attached Proxy Statement,
which should be read carefully.  Only shareholders of record on January 31, 
1997 will be entitled to vote at the Special Meeting.


                       BY ORDER OF THE BOARD OF DIRECTORS

                       __________________________________
February __, 1997                      Secretary


      SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JANUARY
31, 1997 ARE ENTITLED TO VOTE AT THE SPECIAL MEETING.  WHILE WE
WOULD LIKE VERY MUCH TO HAVE EACH OF YOU AT THE SPECIAL MEETING,
WE REALIZE THIS MAY NOT BE POSSIBLE.  HOWEVER, WHETHER OR NOT YOU
ATTEND THE SPECIAL MEETING, YOUR VOTE IS IMPORTANT.  

      TO SECURE REPRESENTATION OF THE MOST SHARES POSSIBLE AND TO
SAVE THE EXPENSE OF FURTHER MAILINGS, PLEASE MARK YOUR
PREFERENCES, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.  YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE SPECIAL
MEETING OR VOTE IN PERSON IF YOU ATTEND THE SPECIAL MEETING.



                             DAVIS SERIES, INC.
                           124 East Marcy Street
                         Santa Fe, New Mexico 87501
                               1-800-279-0279

                        ______________________________


                              PROXY STATEMENT
                                March, 1997


      This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Davis Series, Inc. (the
"Board"), to be used at the Special Meeting of the shareholders of the
Funds which will be held at 124 East Marcy Street, Santa Fe, New Mexico
on Tuesday, March 25, 1997 at 10:00 a.m. Mountain Time and at any
adjournment thereof, for the purposes set forth in the accompanying
Notice.

      This Proxy Statement and the accompanying Proxy are first being
sent to shareholders of the Funds on or about February ___, 1997.  The
expenses of preparing, printing and mailing the Notice, Proxy Statement
and Proxy and of soliciting proxies and holding the Special Meeting will be
borne by the Funds.

      Proxies are solicited by mail.  Additional solicitations may be made
by telephone, telegraph or personal contact by officers of the Funds and by
officers and employees of the Adviser or its general partner.  In addition,
__________ [or any agent appointed by the Adviser] may assist in
soliciting proxies for the meeting and will be paid a fee for such
assistance of approximately $ ____ (or such other fee as determined
necessary and appropriate by the Fund) plus out-of-pocket expenses.  A
Proxy which has been executed and returned may be revoked by any
shareholder prior to the voting of the Proxy on any matter.  Proxies may be
revoked by voting in person at the Special Meeting or by writing to the
Secretary of the Funds at 124 East Marcy Street, Santa Fe, New Mexico
87501 at any time before the Special Meeting.  

      Shares represented by Proxies that are executed and returned will be
voted on all matters presented at the Special Meeting in accordance with
the instructions contained therein.  In the absence of any instructions,
such shares will be voted for the approval of the Proposed Sub-Advisory
Arrangement and for the election of Christian R. Sonne, LeRoy E.
Hoffberger, Eugene Feinblatt and Jeremy H. Biggs as directors of the Funds. 
If a broker indicates on a proxy that, as to certain shares, it does not have
discretionary authority to vote on a particular matter, those shares will
not be considered present and entitled to vote with respect to that matter. 
Abstentions will be treated as present for quorum purposes but as not
voted for purposes of determining the approval of any matter submitted. 
Any adjournment will be determined in a manner consistent with the
shareholder votes on the foregoing proposals.  
  
      As of the date of this Proxy Statement, the Board knows of no other
matters to be brought before the Special Meeting.  If, however, other
matters are properly presented for consideration, Proxies not otherwise
limited will be voted in accordance with the judgment of the persons
named in the Proxy, acting pursuant to the discretionary authority
contained therein.

      Shareholders of record at the close of business on February __, 1997
(the "Record Date") will be entitled to vote at the Meeting or any
adjournment thereof.  The holders of a majority of the votes eligible to be
cast at the close of business on the Record Date present in person
represented by proxy will constitute a quorum for the Meeting.  Each 
dollar of net asset value per share is entitled to one vote.  As of record
date, there were _________ shares outstanding of Davis Growth
Opportunity Fund, of which ___________ shares are Class A with a net
asset value of $____ per share, ________ shares are Class B with a net
asset value of $______ per share. There were _________ shares
outstanding of Davis Financial Fund, of which ___________ shares are
Class A with a net asset value of $____ per share, ________ shares are
Class B with a net asset value of $______ per share. There were
_________ shares outstanding of Davis Real Estate Fund, of which
___________ shares are Class A with a net asset value of $____ per
share, ________ shares are Class B with a net asset value of $______ per
share, ________ shares are Class Y with a net asset value of $______ per
share. There were _________ shares outstanding of Davis Convertible
Securities Fund, of which ___________ shares are Class A with a net
asset value of $____ per share, ________ shares are Class B with a net
asset value of $______ per share, ________ shares are Class Y with a net
asset value of $______ per share. There were _________ shares
outstanding of Davis Government Bond Fund, of which ___________
shares are Class A with a net asset value of $____ per share, ________
shares are Class B with a net asset value of $______ per share. There
were _________ shares outstanding of Davis Government Money Market
Fund, of which ___________ shares are Class A with a net asset value of
$____ per share, ________ shares are Class B with a net asset value of
$______ per shares,  ________ shares are Class C with a net asset value
of $______ per share.
 .

   ITEM 1:  CONSIDERATION OF THE PROPOSED SUB-ADVISORY ARRANGEMENT

      The Adviser and national distributor of the Funds is Davis Selected
Advisers, L.P, located at 124 East Marcy Street, Santa Fe, New Mexico
87501.  Its sole General Partner is Venture Advisers, Inc.  Shelby M.C.
Davis is the chief executive officer and controlling shareholder of the
General Partner. 

      Effective December 1, 1996, the Adviser entered into a
Sub-Advisory Agreement (the "Agreement") with Davis Selected Advisers
- NY, Inc. ("DSA-NY"), an affiliate of the Adviser, under which DSA-NY
performs research and portfolio management functions for the Funds.  The
Agreement is set forth in full as Exhibit A hereto.  This arrangement will
not affect the Sub-Advisory Agreement between the Davis Growth
Opportunity Fund and Tanaka Capital Management.  Tanaka Capital
Management will continue to provide investment advisory services to the
Fund and will continue receiving fees from the Adviser for such services. 
Graham Tanaka will continue to provide portfolio management services for
the Growth Opportunity Fund.

      The Agreement was approved by the Board (including a majority of
the directors who are not parties to the Agreement, have no financial
interest in the Agreement and are not "interested persons" (as defined in
the Investment Company Act of 1940) of any party to the Agreement (the
"Independent Directors")) on __________, 1996.  The continuation of the
Agreement beyond April 1, 1997 is subject to the affirmative vote of the
holders of the lesser of: (i) 67% or more of the shares of each Fund present
in person or represented by proxy at the Special Meetings if the holders of
more than 50% of the outstanding shares of each Fund entitled to vote are
present in person or represented by proxy or (ii) more than 50% of the
outstanding shares of each Fund entitled to vote at the Special Meetings.  

      Each Fund will vote separately with respect to the Proposed
Sub-Advisory Arrangement.  In the event that the Proposed Sub-Advisory
Arrangement is not approved as to any Fund, it will continue until April 1,
1997 and the Board will take such action as they deem advisable under the
circumstances.    

      Under the Agreement, DSA-NY performs research and portfolio
management services as requested by the Adviser.  DSA-NY is responsible
for complying with stated policies and applicable laws, including
compliance with the Adviser's Code of Ethics.  

      In lieu of a sub-advisory fee, the Adviser will pay DSA-NY all
reasonable direct and indirect costs associated with the maintenance of
an office and the performance of the terms of the Agreement.  All
payments to DSA-NY will be made by the Adviser.  Fees paid by the Funds
will not be affected in any way.  

      The Adviser is paid a fee based on each Funds' average daily net
assets at an annual rate as follows: 

Davis Government Bond Fund: 0.50% of total net assets.

Davis Government Money Market Fund: 0.50% on the first $250 million of
average net assets, 0.45% on the next $250 million of net assets and
0.40% on assets over $500 million.

All other Funds: 0.75% on the first $250 million of average net assets,
0.65% on the next $250 million of net assets and 0.55% on assets over
$500 million.

      If approved, the Agreement will initially remain in effect for a
period not exceeding two years. Thereafter, it continues in force
year-to-year provided that such continuance is approved by the Board of
Directors, including a majority of the Independent Directors.  The
Agreement will terminate in the event of its assignment (as defined in the
Investment Company Act of 1940) or in the event of the termination of the
investment advisory agreement with the Adviser.  It may be terminated,
without penalty upon 60 days prior written notice by the Adviser by the
Board of Directors, by majority vote of the shareholders or by DSA-NY.  It
will automatically terminate as to a Fund upon the termination of the
Adviser's Advisory Agreement with the Fund.

      Under the Sub-Advisory Agreement, DSA-NY will not be subject to
liability to the Funds or their shareholders for any act or omission in the
course of, or connected with, rendering services under the Proposed
Sub-Advisory Agreement, or for any losses that may be sustained in the
purchase, holding or sale of any security, barring willful misfeasance, bad
faith or gross negligence, or reckless disregard of obligations or duties.  

      DSA-NY, a wholly-owned subsidiary of the Adviser, is a registered
investment adviser organized in 1996.  DSA-NY's offices are located in
New York, New York.  The Adviser's offices are located in Santa Fe, New
Mexico. The Adviser and the Board believes it is advantageous to the Funds
to have this Agreement, which will enable the Adviser, through  DSA-NY,
to attract additional, experienced personnel to perform services on behalf
of the Funds but who desire to remain in the vicinity of New York City. 
The Boards of Directors of the other funds managed by the Manager (Davis
New York Venture, Inc., Davis High Income Fund, Inc., Davis Tax-Free High
Income Fund, Inc., Davis International Series, Inc., Selected American
Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust) have approved identical agreements and the
shareholders of such funds, with the exception of Davis New York Venture
Fund, Inc., will be voting on the agreements at meetings held on the same
day as the Special Meetings.  The shareholders of Davis New York Venture
Fund, Inc. voted to approve the Sub-Advisory Agreement on October 16,
1996.  The proposal does not involve any changes in the investment
objectives or policies of the Fund.

THE BOARD OF DIRECTORS RECOMMENDS 
APPROVAL OF THE SUB-ADVISORY AGREEMENT

ITEM 2:  ELECTION OF DIRECTORS 

      There are currently twelve directors, all of  whom will serve until
their respective successors are elected and qualify or until a director's
earlier death, resignation, retirement or removal.  Martin H. Proyect
resigned from the Board effective October 15, 1996.  

      At this Meeting, shareholders are being asked to vote on the election
of four directors: Christian R. Sonne, LeRoy E. Hoffberger, Eugene Feinblatt
and Jeremy H. Biggs.  All of the other directors have already been elected
by the shareholders.  Mr. Sonne has served as a director since July __,
199_; Mr. Hoffberger since _______, 199__; Mr. Feinblatt since ______,
19__ and Mr. Biggs since ______, 199__.   Mr. Biggs has been the Chairman
of the Board since _______, 199__.

      The Funds will vote for directors together.  Directors are elected by
a plurality of votes cast at the Meeting. 

      The following table sets forth certain information as to each of the
directors of the Company.  All directors hold similar positions with Davis
New York Venture Fund, Inc., Davis High Income Fund, Inc. and Davis
Tax-Free High Income Fund, Inc., three other mutual funds managed by the
Adviser.  In addition, Mr. Davis is a Director of four other mutual funds
managed by the Adviser: Davis International Series, Inc., Selected
American Shares, Inc., Selected Special Shares, Inc. and Selected Capital
Preservation Trust.

Current Directors:
                                                  SHARES
Name, Date of Birth and Business                 OWNED AS           % OF FUND
Experience During the Past 5 Years            OF 1/31/97               OWNED    
-------------------------------------------------------------------------------

*Shelby M.C. Davis 03/20/37
Employee of Capital Ideas, Inc. (financial 
consulting firm); Director, Chief Executive 
Officer and Chairman, Venture Advisers, 
Inc.; Consultant to Fiduciary Trust 
Company International; Director, Shelby 
Cullom Davis Financial Consultants, Inc.; 
Shareholder of 98% of Venture Advisers, Inc.

Wesley E. Bass, Jr. (8/21/31)
President, Bass & Associates (Financial Consulting 
Firm); formerly, First Deputy City Treasurer, City 
of Chicago, and Executive Vice President, Chicago 
Title and Trust Company.

Marc P. Blum (9/9/42)
Chief Executive Officer, World Total Return Fund, L.P.
(a private investment fund); Member, Gordon, Feinblatt, 
Rothman, Hoffberger and Hollander, LLC (attorneys); 
Director, Mid-Atlantic Realty Trust.

Jerry D. Geist (5/23/34)
Chairman, Santa Fe Center Enterprises; President and 
Chief Executive Officer, Howard Energy International 
Utilities; Directors, CH2M Hill, Inc.; Retired Chairman 
and President, Public Service Company of New Mexico.

D. James Guzy (3/7/36)
Chairman, PLX Technology, Inc. (manufacturer of 
semi-conductor circuits); Director, Intel Corp. 
(manufacturer of semi-conductor circuits), Cirrus 
Logic Corp. (manufacturer of semi-conductor circuits) and 
Alliance Technology Fund (a mutual fund).

G. Bernard Hamilton (3/18/37)
Managing General Partner, Avanti Partners, L.P.

Lawrence W. Levine (4/9/31)
Partner, Bigham, Englar, Jones and Houston (attorneys); 
United States Counsel to Aerolineas Argentina; Director 
of various private companies.

Edwin R. Werner (4/1/22)
President, The Estate at North Hills New York; formerly, Chairman 
and CEO, Empire Blue Cross and Blue Shield of New York.

Directors Being Considered for Election

Christian R. Sonne (5/6/36)
General Partner of Tuxedo Park Associates (a land holding and 
development firm); President and Chief Executive Officer of Mulford 
Securities Corporation (a private investment fund) until 1990; formerly, 
Vice President of Goldman Sachs & Company (investment banking).

LeRoy Hoffberger (6/8/25)
Of Counsel to Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC 
(attorneys); Chairman, Mid-Atlantic Realty Trust; Director and President, 
CPC, Inc. (a real estate company); Director and Vice President, Merchant 
Terminal Corporation; formerly, Director of Equitable Bancorporation,
Equitable Bank and Maryland National Bank; and formerly, Director and President 
O-W Fund, Inc. (a private investment fund).

Eugene M. Feinblatt (10/28/19)
Of Counsel to Gordon, Feinblatt, Rothman, Hoffberger 
and Hollander, LLC (attorneys).

*Jeremy Biggs (8/16/35)
Consultant to the Adviser; Director, Van Eck Funds; Vice Chairman, 
Head of Equity Research Department, Chairman of the U.S. Investment 
Policy Committee and member of the International Investment Committee 
of Fiduciary Trust Company International.
______________
      *The directors considered by the Funds to be "interested persons" of
the Funds, as defined in the Investment Company Act of 1940, are each
noted above by a single asterisk.  Messrs. Davis and Biggs are "interested
persons" because of their positions with the Funds and their affiliations
with and stock ownership in the sole general partner of the Fund's Adviser. 
The other directors are hereinafter referred to as the "Non-interested
Directors." 

      As of ______________, 1997, the Fund's directors and officers as a
group were deemed to beneficially own 

      (i) _____________ shares of Davis Growth Opportunity Fund, constituting
      approximately __________% of such Fund, including ____________
      shares with respect to which certain directors disclaim beneficial
      ownership; 

      (ii) _____________ shares of Davis Financial Fund, constituting
      approximately __________% of such Fund, including ____________
      shares with respect to which certain directors disclaim beneficial
      ownership;

      (iii) _____________ shares of Davis Real Estate Fund, constituting
      approximately __________% of such Fund, including ____________
      shares with respect to which certain directors disclaim beneficial
      ownership;

      (iv) _____________ shares of Davis Convertible Securities Fund,
      constituting approximately __________% of such Fund, including
      ____________ shares with respect to which certain directors disclaim
      beneficial ownership;

      (v) _____________ shares of Davis Government Bond Fund, constituting
      approximately __________% of such Fund, including ____________
      shares with respect to which certain directors disclaim beneficial
      ownership;

      (vi) _____________ shares of Davis Government Money Market Fund,
      constituting approximately __________% of such Fund, including
      ____________ shares with respect to which certain directors disclaim
      beneficial ownership.

                  OTHER INFORMATION REGARDING DIRECTORS

Directors' Compensation Schedule
      During the fiscal year ended December 31, 1996, the compensation
paid to the non-interested directors was as follows:

                          Fund                                     Total Complex
Name                      Compensation                             Compensation
--------------------------------------------------------------------------------

Wesley E. Bass   
Marc P. Blum
Eugene M. Feinblatt   
Jerry D. Geist   
D. James Guzy    
G. Bernard Hamilton   
LeRoy E. Hoffberger   
Laurence W. Levine    
Christian R. Sonne    
Edwin R. Werner  

      Complex compensation is the aggregate compensation paid, for
services as a director, by all mutual funds with the same investment
adviser.  

      During the last fiscal year, the Board of Directors held four
meetings.  The Board of Directors has an Audit Committee, whose current
members are Mr. Bass, Mr. Blum, Mr. Feinblatt, Mr. Levine, Mr. Guzy, Mr.
Hoffberger and Mr. Sonne.  The functions of the Committee include (i)
making recommendations to the Board of Directors as to which firm of
independent public accountants will be selected by the Board of Directors
(subject to shareholder ratification); (ii) meeting with the auditors and
reviewing the methods, scope and results of audits and the fees charged;
and (iii) reviewing the adequacy of the Fund's internal accounting
procedures and controls.  The Audit Committee met once in the Fund's last
fiscal year.


MISCELLANEOUS

Certain shareholders of the funds

Davis Growth Opportunity Fund:

      As of the Record Date, ____________ held ___________ shares of
Davis Growth Opportunity Fund constituting _____% of such Fund's total
outstanding shares.

Davis Financial Fund:

      As of the Record Date, ____________ held ___________ shares of
Davis Financial Fund, constituting _____% of such Fund's total
outstanding shares.

Davis Real Estate Fund:

      As of the Record Date, ____________ held ___________ shares of Davis
Real Estate Fund, constituting _____% of such Fund's total outstanding
shares.

Davis Convertible Securities Fund:

      As of the Record Date, ____________ held ___________ shares of Davis
Convertible Securities Fund, constituting _____% of such Fund's total
outstanding shares.

Davis Government Bond Fund:

      As of the Record Date, ____________ held ___________ shares of Davis
Government Bond Fund, constituting _____% of such Fund's total
outstanding shares.

Davis Government Money Market Fund:

      As of the Record Date, ____________ held ___________ shares of Davis
Government Money Market Fund, constituting _____% of such Fund's total
outstanding shares.

Shareholder meetings

      The Funds are not required to hold annual shareholder meetings but
do hold special meetings as required or deemed desirable.  Since regular
meetings of shareholders are not held, the anticipated date of the next
shareholder meetings cannot be provided.  Any shareholder proposal which
may properly be included in the proxy solicitation material for a
shareholder meeting must be received by a Fund within a reasonable time
prior to the date proxy statements are mailed to shareholders. 
Submission of a proposal, however, does not guarantee its inclusion for
consideration at a meeting since certain requirements under the federal
securities laws apply.  

Other matters

      The Boards know of no matters which are to be brought before the
1997 Special Meeting other than as set forth above.  However, if any other
matters properly come before the 1997 Special Meeting, the persons
named in the enclosed form of proxy intend to vote such proxy with their
best judgment on such matters.

Shareholder report

      A shareholder may, without charge, receive a copy of the Annual
Report for the fiscal year ended December 31, 1996 by calling toll free
1-800-279-0279 or writing to the Funds at the address noted above.




                                                                 EXHIBIT A




Re: Sub-Advisory Agreement for Davis Series, Inc.

      This is to confirm that Davis Selected Advisers, L.P. (the "Adviser") is
retaining Davis Selected Advisers - NY, Inc. ("DSA-NY") as investment
sub-adviser for the portfolios of Davis Series, Inc. (the "Fund"). 

      The terms and conditions of your retention are as follows:

1. DSA-NY shall act as an investment sub-adviser for the Fund and will
provide such investment management and research services as the Adviser
shall request subject to the general supervision of the Board of Directors
of the Fund, Davis Selected Advisers, L.P. (the "Adviser") and to any
applicable provisions as in effect from time to time of (a) the Articles of
Incorporation and Bylaws of the Fund, (b) the prospectus, statement of
additional information and other information set forth in the Fund's
registration documents under the Securities Act of 1933 and the
Investment Company Act of 1940 ("1940 Act"), including any supplements
thereto, (c) the Investment Advisory Agreement between the Adviser and
the Fund (the "Investment Advisory Agreement"), the Adviser's and the
Fund's Code of Ethics and (d) any additional policies or guidelines
established by the Fund's Board of Directors or the Adviser. DSA-NY
acknowledges receipt of copies of the above documents as in effect on the
date of acceptance of this letter. The Adviser agrees that it will promptly
deliver to DSA-NY any amendments, changes or additions of or to these
documents. 

2. DSA-NY agrees that all securities transactions will conform to (a) the
stated objectives and policies of the Fund, (b) the brokerage policies set
forth in the Investment Advisory Agreement (which are hereby
incorporated by reference herein) and the registration documents, and (c)
those investment and brokerage policies or guidelines directed by the
Board of Directors of the Fund, any committee thereof and the Adviser. 

3. DSA-NY shall be an independent contractor. Unless otherwise expressly
provided or authorized hereunder, or by the Board of Directors of the Fund,
DSA-NY shall have no authority to represent the Fund or the Adviser in any
way or otherwise be an agent of the Adviser or the Fund, except with
regard to the execution of securities transactions on behalf of the Fund
with registered broker/dealers, including broker/dealers affiliated with
the Adviser, provided transactions with affiliated broker/dealers comply
with Rule 17e-1 of the 1940 Act. 

4. DSA-NY shall provide the Adviser with any reports, analyses or other
documentation the Adviser requests including those related to placement
of security transactions, its administrative responsibilities and its
responsibility to monitor compliance with stated investment objectives,
policies and limitations and the investment performance of the Fund.
DSA-NY agrees, directly or through an agent, to provide daily information
in respect to any portfolio transactions of the Fund to the Adviser. DSA-NY
agrees to provide all documentation reasonably required by the Adviser to
maintain the Fund's accounting records in accordance with the 1940 Act
and the Investment Advisers Act of 1940 and the regulations issued
thereunder, and to preserve copies of all documents and records related to
asset transactions, positions and valuations related to the Fund in the
manner and for the periods prescribed by such regulations. DSA-NY further
agrees that all documents and records it maintains relating to the Fund,
are the property of the Fund and will be surrendered to the Adviser or the
Fund upon the request of either. DSA-NY agrees to provide information and
to allow inspection of such documents and records at reasonable times by
any authorized representative of the Adviser, the Fund's Board of 
Directors or any committee thereof, the Fund's independent public
accountants or appropriate regulatory authorities. DSA-NY shall provide to
the Adviser a copy of its Form ADV as filed with the SEC and as amended
from time to time and a written list of persons DSA-NY has authorized to
give written and/or oral instructions to the Adviser and the Fund
custodian. 

5. DSA-NY agrees to make its personnel who are engaged in activities on
behalf of the Fund available at reasonable times for consultations with
the Adviser's personnel and the Fund's Board of Directors or any
committee thereof, including attendance at their meetings, wherever
situated.  In addition, personnel of DSA-NY, at the request of the Adviser,
will attend other meetings to be scheduled at mutually convenient times. 

6.  DSA-NY agrees to provide all office facilities, equipment and personnel
needed for carrying out its duties hereunder at its own expense.  In
addition, DSA-NY shall, if requested by the Adviser or the Fund, employ at
its own expense and subject to the prior written approval of the Adviser
which approval shall not be unreasonably withheld (i) a public auditing
firm, (ii) attorneys and (iii) such other professional staff as in the sole
discretion of the Adviser are necessary to assure the fulfillment of the
terms and conditions of this agreement.

7. It is agreed that DSA-NY's services are not to be deemed exclusive and
DSA-NY shall be free to render similar services or other services to
others provided that (i) its services hereunder are not impaired and are
not in violation of federal or state securities laws and (ii) that it shall
not provide services to any registered investment company other than the
Fund or other investment companies managed by the Adviser without the
Adviser's prior express written permission. 

8. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties hereunder, DSA-NY, its
officers, directors and employees shall not be subject to liability for any
act or omission in the cause of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding
or sale of any security. In the event of any claim, arbitration, suit, or
administrative proceedings in which DSA-NY or the Adviser is a party and
in which it is finally determined that there is liability or wrongdoing by
only one of us, the party liable or found to be the wrongdoer shall pay for
all liability and expenses of such claim or proceeding including reasonable
attorneys' fees. If it is determined that there is liability or wrongdoing by
both or none of us, then each shall pay their own liability and expenses. In
the event of any settlement of any such claim, arbitration, suit or
proceeding before final determination by a court or arbitrator(s), the
liability and expenses shall be assumed as agreed between the parties, but
if there is no agreement within thirty (30) days of such settlement, then
the assumption of liability and expenses shall be settled by arbitration, in
accordance with the then applicable rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator shall be
final and binding and may be entered in any court having jurisdiction. The
parties shall pay for their own costs and expenses in respect to any such
arbitration and such costs may be included in the arbitrator's award. 

9. As investment sub-adviser, DSA-NY understands that it will be
responsible for complying with all provisions of applicable law, including
the 1940 Act, the Investment Advisers Act of 1940, and the Insider
Trading and Securities Fraud Enforcement Act of 1988 and all rules and
regulations thereunder. DSA-NY agrees to adopt and comply with the "Code
of Ethics of and for Davis Selected Advisers, L.P. and the Companies For
Which It Acts As Investment Adviser" as in effect from time to time and
to keep in effect a policy and supervisory procedures designed to prevent
insider trading.

10.  The parties acknowledge that DSA-NY is controlled by or under
common control with the Adviser.  The Adviser shall pay DSA-NY all
reasonable direct and indirect costs associated with the maintenance of
an office and the performance of the terms of this Agreement.  The
Adviser shall also reimburse expenses expressly approved for
reimbursement by the Adviser.  Payment for DSA-NY's services and
reimbursement of expenses approved by the Adviser shall be made
monthly, in arrears, by the 15th day of the following month.

11. This Agreement shall become effective on the later of December 1,
1996 or the first business day after the date this Agreement is approved
in accordance with the 1940 Act (provided that it is reflected in an
effective post-effective amendment under the Securities Act of 1933 and
the 1940 Act). Unless sooner terminated as hereunder provided, it shall
initially remain in effect  for a period not exceeding two years.
Thereafter, subject to the termination provisions herein, this Agreement
shall continue in force from year to year thereafter, but only as long as
such continuance is specifically approved at least annually in the manner
required by the 1940 Act; provided, however, that if the continuation of
this Agreement is not approved, DSA-NY may continue to serve in the
manner and to the extent permitted by the 1940 Act and the rules and
regulations thereunder. 

12. This Agreement shall automatically terminate immediately in the
event of its assignment (except as otherwise permitted by the 1940 Act
or rules thereunder) or in the event of the termination of the Investment
Advisory Agreement. This Agreement may be terminated without payment
of any penalty at any time (a) upon sixty (60) days' written notice to
DSA-NY by the Adviser or upon such sixty (60) days' written notice to
DSA-NY by the Fund pursuant to action by its Board of Directors or by the
vote of a majority of the outstanding voting securities of the Fund, or (b)
upon sixty (60) days' written notice by DSA-NY to the Adviser. The terms
"assignment" and "vote of a majority of the outstanding voting securities"
shall have the meaning set forth in the 1940 Act and the rules and
regulations thereunder. Termination of this Agreement shall not affect
DSA-NY's right to receive payments on any unpaid balance of the
compensation earned and reimbursable expenses incurred prior to such
termination. Upon receipt of notification of termination as provided above
DSA-NY shall immediately cease all activities in connection with the Fund
except as otherwise directed by the Adviser.

13. DSA-NY agrees that it shall abide by the terms of the agreement of the
Adviser with the Fund as to the names of the Fund and the Adviser and
shall not use the name of the Adviser or the Fund without the prior
written consent of the Adviser or the Fund.

14. If any provisions of this Agreement shall be held or made invalid by a
court decision, statute or rule or otherwise, the remainder shall not be
thereby affected.

15. This Agreement shall be construed according to the laws of the State
of New Mexico. It may be executed in counterparts each of which shall be
deemed an original and all of which together shall constitute one and the
same agreement.

If the foregoing terms and conditions are acceptable to you, please
acknowledge in the space provided. Upon your acceptance, the retention
and the mutual obligations in respect thereto shall be effective as
provided herein.







Sincerely,

Davis Selected Advisers, L.P.
By Venture Advisers, Inc.,
   General Partner



By:_________________________

Its:________________________


Accepted and Approved this 1st day of December, 1996



Davis Selected Advisers - NY, Inc.


By:__________________________
Its:_________________________


 
                    DAVIS GROWTH OPPORTUNITY FUND

           Proxy Solicited on Behalf of the Board of Directors

      The undersigned acknowledges receipt of the Proxy Statement and
hereby appoints Carl Luff, Eileen Street, Andrew Davis and each of them,
the proxies of the undersigned with full power of substitution to vote at
the Special Meeting of Shareholders of Davis Growth Opportunity Fund to
be held at 124 East Marcy Street, Santa Fe, New Mexico on Tuesday, March
25, 1997 at 10:00 A.M. Mountain time, and at any adjournments thereof, all
of said fund's shares the undersigned is entitled to vote as follows:

      This proxy will be voted as specified herein.  If no specification is
made, it will be voted FOR the proposals.

1.                                    PROPOSED SUB-ADVISORY AGREEMENT.

    FOR               AGAINST           ABSTAIN
                                                      
                                                      


2.                                    ELECTION OF CHRISTIAN R. SONNE, LeROY E. 
                                      HOFFBERGER, EUGENE FEINBLATT AND JEREMY 
                                      H. BIGGS

    FOR               AGAINST           ABSTAIN
                                                      
                                                      

TO VALIDATE YOUR PROXY, THIS CARD MUST BE PROPERLY SIGNED AND
DATED ON REVERSE SIDE AND RETURNED.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD, USING THE
ENCLOSED ENVELOPE.

                                     Date:_____________________________, 1997



                                     ________________________________________
                                          Signature


                                     ________________________________________
                                          Signature

                                                        NOTE:  Signature(s) 
                                         should match name(s) as printed on this
                                         proxy.  If shares are held in name of 
                                         custodian for a minor or as trustee,
                                         executor, or administrator, this proxy 
                                         must be signed by such custodian,
                                         trustee, executor or administrator, as 
                                         the case may be.  Please indicate
                                         such fiduciary title.
 


                         DAVIS GOVERNMENT BOND FUND

             Proxy Solicited on Behalf of the Board of Directors

      The undersigned acknowledges receipt of the Proxy Statement and
hereby appoints Carl Luff, Eileen Street, Andrew Davis and each of them,
the proxies of the undersigned with full power of substitution to vote at
the Special Meeting of Shareholders of Davis Government Bond Fund to be
held at 124 East Marcy Street, Santa Fe, New Mexico on Tuesday, March 25,
1997 at 10:00 A.M. Mountain time, and at any adjournments thereof, all of
said fund's shares the undersigned is entitled to vote as follows:

      This proxy will be voted as specified herein.  If no specification is
made, it will be voted FOR the proposals.

1.                             PROPOSED SUB-ADVISORY AGREEMENT.

    FOR               AGAINST           ABSTAIN
                                                      
                                                      


2.                             ELECTION OF CHRISTIAN R. SONNE, LeROY E. 
                               HOFFBERGER, EUGENE FEINBLATT AND JEREMY H. 
                               BIGGS

    FOR               AGAINST           ABSTAIN
                                                      
                                                      

TO VALIDATE YOUR PROXY, THIS CARD MUST BE PROPERLY SIGNED AND
DATED ON REVERSE SIDE AND RETURNED.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD, USING THE
ENCLOSED ENVELOPE.


                                      Date:_____________________________, 1997



                                      ________________________________________
                                            Signature


                                      ________________________________________
                                            Signature

                                                     NOTE:  Signature(s) 
                                           should match name(s) as printed on 
                                           this proxy.  If shares are held in 
                                           name of custodian for a minor or as
                                           trustee, executor, or administrator,
                                           this proxy must be signed by such 
                                           custodian,trustee, executor or 
                                           administrator, as the case may be.  
                                           Please indicate such fiduciary title.
 
                       DAVIS GOVERNMENT MONEY MARKET FUND

               Proxy Solicited on Behalf of the Board of Directors

      The undersigned acknowledges receipt of the Proxy Statement and
hereby appoints Carl Luff, Eileen Street, Andrew Davis and each of them,
the proxies of the undersigned with full power of substitution to vote at
the Special Meeting of Shareholders of Davis Government Money Market
Fund to be held at 124 East Marcy Street, Santa Fe, New Mexico on
Tuesday, March 25, 1997 at 10:00 A.M. Mountain time, and at any
adjournments thereof, all of said fund's shares the undersigned is entitled
to vote as follows:

      This proxy will be voted as specified herein.  If no specification is
made, it will be voted FOR the proposals.

1.                                 PROPOSED SUB-ADVISORY AGREEMENT.

    FOR               AGAINST           ABSTAIN
                                                      
                                                      


2.                                 ELECTION OF CHRISTIAN R. SONNE, LeROY E. 
                                   HOFFBERGER, EUGENE FEINBLATT AND JEREMY H. 
                                   BIGGS

    FOR               AGAINST           ABSTAIN
                                                      
                                                      

TO VALIDATE YOUR PROXY, THIS CARD MUST BE PROPERLY SIGNED AND
DATED ON REVERSE SIDE AND RETURNED.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD, USING THE
ENCLOSED ENVELOPE.


                                     Date:_____________________________, 1997



                                      ________________________________________
                                           Signature


                                      ________________________________________
                                           Signature

                                                        NOTE:  Signature(s) 
                                         should match name(s) as printed on this
                                         proxy.  If shares are held in name of 
                                         custodian for a minor or as trustee,
                                         executor, or administrator, this proxy
                                         must be signed by such custodian,
                                         trustee, executor or administrator, as
                                         the case may be.  Please indicate such 
                                         fiduciary title.

 
                            DAVIS FINANCIAL FUND

              Proxy Solicited on Behalf of the Board of Directors

      The undersigned acknowledges receipt of the Proxy Statement and
hereby appoints Carl Luff, Eileen Street, Andrew Davis and each of them,
the proxies of the undersigned with full power of substitution to vote at
the Special Meeting of Shareholders of Davis Financial Fund to be held at
124 East Marcy Street, Santa Fe, New Mexico on Tuesday, March 25, 1997
at 10:00 A.M. Mountain time, and at any adjournments thereof, all of said
fund's shares the undersigned is entitled to vote as follows:

      This proxy will be voted as specified herein.  If no specification is
made, it will be voted FOR the proposals.

1.                                PROPOSED SUB-ADVISORY AGREEMENT.

    FOR               AGAINST           ABSTAIN
                                                      
                                                      


2.                                ELECTION OF CHRISTIAN R. SONNE, LeROY E. 
                                  HOFFBERGER, EUGENE FEINBLATT AND JEREMY H. 
                                  BIGGS

    FOR               AGAINST           ABSTAIN
                                                      
                                                      

TO VALIDATE YOUR PROXY, THIS CARD MUST BE PROPERLY SIGNED AND
DATED ON REVERSE SIDE AND RETURNED.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD, USING THE
ENCLOSED ENVELOPE.

                                       Date:_____________________________, 1997



                                       ________________________________________
                                             Signature


                                       ________________________________________
                                             Signature

                                                         NOTE:  Signature(s) 
                                         should match name(s) as printed on 
                                         this proxy.  If shares are held in 
                                         name of custodian for a minor or as 
                                         trustee, executor, or administrator, 
                                         this proxy must be signed by such 
                                         custodian, trustee, executor or 
                                         administrator, as the case may be.  
                                         Please indicate such fiduciary title.


 
                         DAVIS CONVERTIBLE SECURITIES FUND

                Proxy Solicited on Behalf of the Board of Directors

      The undersigned acknowledges receipt of the Proxy Statement and
hereby appoints Carl Luff, Eileen Street, Andrew Davis and each of them,
the proxies of the undersigned with full power of substitution to vote at
the Special Meeting of Shareholders of Davis Convertible Securities Fund
to be held at 124 East Marcy Street, Santa Fe, New Mexico on Tuesday,
March 25, 1997 at 10:00 A.M. Mountain time, and at any adjournments
thereof, all of said fund's shares the undersigned is entitled to vote as
follows:

      This proxy will be voted as specified herein.  If no specification is
made, it will be voted FOR the proposals.

1.                               PROPOSED SUB-ADVISORY AGREEMENT.

    FOR               AGAINST           ABSTAIN
                                                      
                                                      


2.                               ELECTION OF CHRISTIAN R. SONNE, LeROY E. 
                                 HOFFBERGER, EUGENE FEINBLATT AND JEREMY H. 
                                 BIGGS

    FOR               AGAINST           ABSTAIN
                                                      
                                                      

TO VALIDATE YOUR PROXY, THIS CARD MUST BE PROPERLY SIGNED AND
DATED ON REVERSE SIDE AND RETURNED.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD, USING THE
ENCLOSED ENVELOPE.


                                    Date:_____________________________, 1997



                                    ________________________________________
                                          Signature


                                    ________________________________________
                                          Signature

                                                      NOTE:  Signature(s) 
                                       should match name(s) as printed 
                                       on this proxy.  If shares are held 
                                       in name of custodian for a minor or 
                                       as trustee, executor, or administrator,
                                       this proxy must be signed by such 
                                       custodian, trustee, executor or 
                                       administrator, as the case may be.  
                                       Please indicate such fiduciary title.


 
                               DAVIS REAL ESTATE FUND

                Proxy Solicited on Behalf of the Board of Directors

      The undersigned acknowledges receipt of the Proxy Statement and
hereby appoints Carl Luff, Eileen Street, Andrew Davis and each of them,
the proxies of the undersigned with full power of substitution to vote at
the Special Meeting of Shareholders of Davis Real Estate Fund to be held at
124 East Marcy Street, Santa Fe, New Mexico on Tuesday, March 25, 1997
at 10:00 A.M. Mountain time, and at any adjournments thereof, all of said
fund's shares the undersigned is entitled to vote as follows:

      This proxy will be voted as specified herein.  If no specification is
made, it will be voted FOR the proposals.

1.                                PROPOSED SUB-ADVISORY AGREEMENT.

    FOR               AGAINST           ABSTAIN
                                                      
                                                      


2.                                ELECTION OF CHRISTIAN R. SONNE, LeROY E. 
                                  HOFFBERGER, EUGENE FEINBLATT AND JEREMY H. 
                                  BIGGS

    FOR               AGAINST           ABSTAIN
                                                      
                                                      

TO VALIDATE YOUR PROXY, THIS CARD MUST BE PROPERLY SIGNED AND
DATED ON REVERSE SIDE AND RETURNED.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD, USING THE
ENCLOSED ENVELOPE.

                                   Date:_____________________________, 1997



                                   ________________________________________
                                          Signature


                                   ________________________________________
                                          Signature

                                                       NOTE:  Signature(s) 
                                      should match name(s) as printed on 
                                      this proxy.  If shares are held in 
                                      name of custodian for a minor or as 
                                      trustee, executor, or administrator, 
                                      this proxy must be signed by such 
                                      custodian, trustee, executor or 
                                      administrator, as the case may be.     
                                      Please indicate such fiduciary title.