AGREEMENT TO WAIVE FEES AND REIMBURSE EXPENSES DAVIS INTERNATIONAL FUND CLASS A, B, C, Y SHARES

Exhibit 23(h)(5)

AGREEMENT
TO WAIVE FEES AND REIMBURSE EXPENSES
XXXXX INTERNATIONAL FUND
CLASS A, B, C, Y SHARES

THIS AGREEMENT is made this _8th day of December, 0000, xxxxxxx Xxxxx Xxx Xxxx Venture Fund, Inc, a Maryland corporation (“DNYVF”) and Xxxxx Selected Advisers, L.P., a limited partnership organized under the laws of Colorado (“DSA”).

RECITALS:

WHEREAS, DNYVF is a registered open-end management investment company with four authorized series (Xxxxx New York Venture Fund, Xxxxx Research Fund, Xxxxx Global Fund, and Xxxxx International Fund); and

WHEREAS, DNYVF and DSA have entered into an agreement dated September 19, 2006 whereby DSA agreed to waive fees and reimburse expenses for Xxxxx International Fund Class A, B, and C, shares; and

WHEREAS, Xxxxx International Fund intends to offers four Classes of shares to the public (A, B, C and Y,); and

WHEREAS, DSA serves as the investment adviser for DNYVF; and

WHEREAS, both DNYVF and DSA agree it is important that the actual expenses of Xxxxx International Fund not exceed a specified percentage (Class A shares: 1.30%, Class B shares: 2.30%, Class C shares: 2.30%, Class Y shares: 1.05% of net assets on an annual basis;.

NOW, THEREFORE, the parties hereby agree as follows:

1. Terminate Former Agreement The Agreement dated September 19, 2006 is hereby terminated by mutual consent.

2. Expense Caps. DSA agrees to waive fees and reimburse the expenses of each authorized Class of shares of Xxxxx International Fund to the extent it is necessary to ensure that the actual expense incurred by any authorized Class of shares, after recognizing the benefits of custody or other credits. fee waivers and expense reimbursements, not exceed (Class A shares: 1.30%, Class B shares: 2.30%, Class C shares: 2.30%, Class Y shares; 1.05%) of net assets.

1. Duration of Agreement This Agreement shall be effective for an initial period beginning on the date above stated and ending on March 1, 2010. This Agreement shall automatically renew for additional one year periods if not terminated, in writing, by either party before March 1^st of each year.

IN WITNESS WHEREOF, the parties have duly executed and sealed this Agreement, all as of the date first written above.

Xxxxx New York Venture Fund, Inc.

By:

     Xxxx Xxxxxx

     Vice President

Xxxxx Selected Advisers, L.P.
By Xxxxx Investments, LLC (General Partner)

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By:

     Xxxxxx Xxxx

     Vice President

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