Dodge & Cox serves as investment manager to the Balanced Fund. The equity portion of the Balanced Fund is managed by Dodge & Coxs
Investment Policy Committee (
IPC
), which is also responsible for determining the asset allocation of the Balanced Fund. The debt portion of the Balanced Fund is managed by Dodge & Coxs Fixed Income Investment Policy Committee
(
FIIPC
). IPC consists of the following nine members:
For important information about purchase and sale of Fund shares, tax information, and payments to financial intermediaries please turn to the Summary
of Other Important Information About Fund Shares section on page 26 of this prospectus.
GLOBAL BOND INVESTMENT POLICY COMMITTEE
The Dodge & Cox Global Bond Funds investments are managed by Dodge & Coxs Global Bond Investment Policy Committee
(
GBIPC
), and in general no one GBIPC member is primarily responsible for making investment recommendations for the Fund. The GBIPC consists of the following seven members:
|
|
|
|
|
|
|
Committee Member
|
|
Position(s) with Funds
|
|
Business Experience During the Past Five Years
|
|
Years with
Dodge & Cox
|
Dana M. Emery
|
|
President and Trustee
|
|
Chief Executive Officer (since 2013), President (since 2013), Co-President (2011-2013), Executive Vice President (until 2011), and Director of Dodge & Cox;
Director of Fixed Income, Portfolio Manager, and member of FIIPC and GBIPC (since 2014)
|
|
*/31
|
Diana S. Strandberg
|
|
Senior Vice President
|
|
Senior Vice President (since 2011), Vice President (until 2011), and
Director (since 2011) of Dodge & Cox; Director of International Equity (since 2009), Portfolio Manager, Investment Analyst, and member of IPC, GSIPC, IIPC, and GIBPC (since 2014)
|
|
*/26
|
Thomas S. Dugan
|
|
Vice President
|
|
Senior Vice President (since 2011), Vice President (until 2011), and Director (since 2011) of Dodge & Cox; Associate Director of Fixed Income (since 2009),
Portfolio Manager, Investment Analyst, and member of FIIPC and GBIPC (since 2014)
|
|
*/20
|
James H. Dignan
|
|
Vice President
|
|
Vice President of Dodge & Cox; Portfolio Manager, Investment Analyst, and member of FIIPC and GBIPC (since 2014)
|
|
*/15
|
Adam S. Rubinson
|
|
Vice President
|
|
Vice President of Dodge & Cox; Portfolio Manager, Investment Analyst, and member of FIIPC (since 2010) and GBIPC (since 2014)
|
|
*/12
|
Lucinda I. Johns
|
|
Vice President
|
|
Vice President (since 2009) of Dodge & Cox; Portfolio Manager, Investment Analyst, and member of FIIPC (since 2012) and GBIPC (since 2014)
|
|
*/10
|
Gabriel Sod Hoffs
|
|
Assistant Vice President
|
|
Portfolio Manager and Investment Analyst of Dodge & Cox (since 2011); Macro Investment Professional at Farallon Capital Management (2007-2011), and member
of GBIPC (since 2014)
|
|
*/3
|
The SAI provides additional information about the Dodge & Cox investment
committee members compensation, other accounts managed by the members, and the members ownership of securities in the Funds.
PAGE
58
n
D
ODGE
& C
OX
F
UNDS
Code of Ethics
Dodge & Cox has adopted a Code of Ethics that restricts personal investing practices by its employees. Employees with access to information (
access persons
) about the purchase or sale of
securities in a Funds portfolio may engage in personal securities transactions, including securities purchased or held by the Funds. However, the Code of Ethics requires, among other provisions, that access persons obtain approval before
executing certain personal trades. The Code of Ethics is designed to place the interests of the Funds shareholders before the interests of the people who manage the Funds. The Code of Ethics is on file with the SEC.
PORTFOLIO TRANSACTIONS
Dodge & Coxs objective in
selecting broker-dealers to effect portfolio transactions in securities is to seek best execution. In deciding what constitutes best execution, the determinative factor is not simply quantitative, e.g., the lowest possible transaction cost, but also
whether the transaction represents the best qualitative execution. Dodge & Cox considers and weighs many factors it believes relevant to seeking best execution. Consequently, although Dodge & Cox generally seeks
competitive commission rates, it will not necessarily select a broker-dealer based on the lowest commission charged in a given transaction. Dodge & Cox may also select a broker-dealer in recognition of research and/or brokerage
services provided or expected to be provided for the benefit of a Fund and/or accounts over which Dodge & Cox exercises investment and brokerage discretion.
EXPENSES
In addition to Dodge & Coxs management fee, each Fund pays other direct expenses, including custody and accounting, transfer agent, insurance,
audit and tax services, preparing and printing prospectuses and reports sent to shareholders, registration, proxy and shareholder meetings (if any), membership dues for trade associations, legal services including Independent Legal Counsel to the
Independent Trustees of the Funds, and trustees fees. In 2013, the ratios of total operating expenses to average net assets of Dodge & Cox Stock Fund, Global Stock Fund, International Stock Fund, Balanced Fund, and Income Fund, were 0.52%,
0.65%, 0.64%, 0.53%, and 0.43%, respectively. For the fiscal periods ending December 31, 2014 and 2015, Dodge & Cox has contractually agreed to reimburse the Dodge & Cox Global Bond Fund for all ordinary expenses to the extent
necessary to maintain the ratio of total operating expenses to average net assets at 0.60%. The agreement is renewable annually thereafter and is subject to termination upon 30 days written notice by either party. Dodge & Cox
furnishes personnel and other facilities necessary for the operation of the Funds for which it receives no additional compensation.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company, P.O. Box 8422,
Boston, MA 02266-8422
(800-621-3979),
and its global custody network act as custodian of all cash and securities of the Funds and receives and disburses cash and
securities for the account of the Funds. Boston Financial Data Services, P.O. Box 8422, Boston, MA 02266-8422
(800-621-3979),
acts as transfer and dividend disbursing
agent for the Funds.
D
ODGE
&
C
OX
F
UNDS
n
PAGE
59
INVESTMENT INFORMATION AND SHAREHOLDER SERVICES
|
|
|
STATEMENTS AND REPORTS
|
|
As a shareholder of the Fund you will receive the following statements and reports:
|
Confirmation Statement
|
|
Sent each time you buy, sell, or exchange shares; confirms the trade date and the amount of your transaction, except purchases through the Automatic Investment Plan and dividend and capital
gain distributions, which will be confirmed only on your account statement.
|
Account Statement
|
|
Mailed quarterly; shows the market value of your account at the close of the statement period, as well as distributions, purchases, sales, and exchanges for the current calendar year. You
should contact Client Services immediately regarding any errors or discrepancies on the statement confirming your transaction(s). The statement will be deemed correct if we do not hear from you within 90 days.
|
Fund Financial Reports
|
|
Mailed in February and August.
|
Tax Statements
|
|
Generally mailed by mid-February; reports previous years dividend distributions, proceeds from the sale of shares, and distributions from IRAs.
|
The Funds offer you the following services: (call Client Services
at 800-621-3979,
write, or visit the Funds website at www.dodgeandcox.com for forms and additional information.)
Electronic Delivery of Reports and Prospectus
Your Fund reports and the Funds prospectus can be delivered to you electronically, if you prefer. If you are a registered user of www.dodgeandcox.com, you can consent to the electronic delivery of Fund
reports by logging on and changing your preferences. You can revoke your electronic consent at any time, and we will send paper copies of Fund reports within 30 days of receiving your notice.
Web Access
Information on the Funds is available at www.dodgeandcox.com.
On the site you can:
n
|
|
View your account balances and recent transactions;
|
n
|
|
View or download your account statements, confirmation statements, and tax forms;
|
n
|
|
Purchase, redeem, and exchange Fund shares;
|
n
|
|
Learn more about Dodge & Coxs approach to investing;
|
n
|
|
Review the objectives, strategies, characteristics, and risks of the Funds;
|
n
|
|
Review the Funds daily NAVs and performance;
|
n
|
|
Download or order the Funds prospectus and Account Applications, shareholder reports, IRA information, and other forms; and
|
n
|
|
Sign up for electronic delivery of the Funds prospectus, shareholder reports, proxy materials, account statements, and tax forms.
|
Telephone Services
The Funds provide toll-free access
(800-621-3979)
to Fund and account information 24 hours a day, 7 days a week. The system provides total returns, share prices, and
price changes for the Funds and gives you account balances and history (e.g., last transaction, latest dividend distribution). For certain account types, you can purchase, redeem, and exchange Fund shares.
Automatic Investment Plan
You may make regular monthly, quarterly, semi-annual, or annual investments of $100 or more through automatic deductions from your bank account.
Systematic Withdrawal Plan
If you own $10,000 or more of a Funds shares, you may receive regular monthly, quarterly, semi-annual, or annual payments of $50 or more. Shares will be redeemed automatically at NAV to make the
withdrawal payments.
Individual Retirement Account
(IRA)
If you have earned income or are entitled to certain distributions from eligible retirement plans, you may make or authorize contributions to your own Individual Retirement Account. The
Funds have traditional IRA and Roth IRA Plans available for shareholders of the Funds.
PAGE
60
n
D
ODGE
& C
OX
F
UNDS
Important Note: The services described may not be available through some retirement plans
or accounts held by Financial Intermediaries. If you are investing in such a manner, you should contact your plan
administrator/trustee or Financial Intermediaries about what services are available and with questions about your account.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help
you understand each Funds financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on
an investment in the Fund (before taxes, and assuming reinvestment of all dividends and distributions). This information [has been] audited by [to be filled in], whose report, along with the Funds financial statements, are included in the
Annual Report, which is available upon request and on the Funds web site at www.dodgeandcox.com.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DODGE & COX STOCK FUND
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$121.90
|
|
|
|
$101.64
|
|
|
|
$107.76
|
|
|
|
$96.14
|
|
|
|
$74.37
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
2.11
|
|
|
|
1.98
|
|
|
|
1.76
|
|
|
|
1.23
|
|
|
|
1.15
|
|
Net realized and unrealized gain (loss)
|
|
|
46.97
|
|
|
|
20.26
|
|
|
|
(6.13
|
)
|
|
|
11.62
|
|
|
|
21.82
|
|
|
|
|
|
|
Total from investment operations
|
|
|
49.08
|
|
|
|
22.24
|
|
|
|
(4.37
|
)
|
|
|
12.85
|
|
|
|
22.97
|
|
|
|
|
|
|
Distributions to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(2.11
|
)
|
|
|
(1.98
|
)
|
|
|
(1.75
|
)
|
|
|
(1.23
|
)
|
|
|
(1.20
|
)
|
Net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(2.11
|
)
|
|
|
(1.98
|
)
|
|
|
(1.75
|
)
|
|
|
(1.23
|
)
|
|
|
(1.20
|
)
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$168.87
|
|
|
|
$121.90
|
|
|
|
$101.64
|
|
|
|
$107.76
|
|
|
|
$96.14
|
|
|
|
|
|
|
Total return
|
|
|
40.55
|
%
|
|
|
22.01
|
%
|
|
|
(4.08
|
)%
|
|
|
13.48
|
%
|
|
|
31.27
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (millions)
|
|
|
$54,848
|
|
|
|
$39,841
|
|
|
|
$36,562
|
|
|
|
$43,038
|
|
|
|
$39,991
|
|
Ratio of expenses to average net assets
|
|
|
0.52
|
%
|
|
|
0.52
|
%
|
|
|
0.52
|
%
|
|
|
0.52
|
%
|
|
|
0.52
|
%
|
Ratio of net investment income to average net assets
|
|
|
1.45
|
%
|
|
|
1.72
|
%
|
|
|
1.62
|
%
|
|
|
1.25
|
%
|
|
|
1.42
|
%
|
Portfolio turnover rate
|
|
|
15
|
%
|
|
|
11
|
%
|
|
|
16
|
%
|
|
|
12
|
%
|
|
|
18
|
%
|
D
ODGE
&
C
OX
F
UNDS
n
PAGE
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DODGE & COX GLOBAL STOCK FUND
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$8.99
|
|
|
|
$7.68
|
|
|
|
$8.90
|
|
|
|
$7.91
|
|
|
|
$5.34
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.16
|
|
|
|
0.15
|
|
|
|
0.16
|
|
|
|
0.08
|
|
|
|
0.06
|
|
Net realized and unrealized gain (loss)
|
|
|
2.81
|
|
|
|
1.48
|
|
|
|
(1.18
|
)
|
|
|
0.99
|
|
|
|
2.57
|
|
|
|
|
|
|
Total from investment operations
|
|
|
2.97
|
|
|
|
1.63
|
|
|
|
(1.02
|
)
|
|
|
1.07
|
|
|
|
2.63
|
|
|
|
|
|
|
Distributions to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.16
|
)
|
|
|
(0.15
|
)
|
|
|
(0.15
|
)
|
|
|
(0.08
|
)
|
|
|
(0.06
|
)
|
Net realized gain
|
|
|
(0.32
|
)
|
|
|
(0.17
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.48
|
)
|
|
|
(0.32
|
)
|
|
|
(0.20
|
)
|
|
|
(0.08
|
)
|
|
|
(0.06
|
)
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$11.48
|
|
|
|
$8.99
|
|
|
|
$7.68
|
|
|
|
$8.90
|
|
|
|
$7.91
|
|
|
|
|
|
|
Total return
|
|
|
33.17
|
%
|
|
|
21.11
|
%
|
|
|
(11.39
|
)%
|
|
|
13.51
|
%
|
|
|
49.18
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (millions)
|
|
|
$3,924
|
|
|
|
$2,695
|
|
|
|
$1,875
|
|
|
|
$1,817
|
|
|
|
$914
|
|
Ratio of expenses to average net assets
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.66
|
%
|
|
|
0.69
|
%
|
|
|
0.74
|
%
|
Ratio of net investment income to average net assets
|
|
|
1.58
|
%
|
|
|
1.93
|
%
|
|
|
1.94
|
%
|
|
|
1.19
|
%
|
|
|
1.09
|
%
|
Portfolio turnover rate
|
|
|
24
|
%
|
|
|
12
|
%
|
|
|
19
|
%
|
|
|
14
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DODGE & COX INTERNATIONAL STOCK FUND
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$34.64
|
|
|
|
$29.24
|
|
|
|
$35.71
|
|
|
|
$31.85
|
|
|
|
$21.90
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.70
|
|
|
|
0.76
|
|
|
|
0.78
|
|
|
|
0.51
|
|
|
|
0.41
|
|
Net realized and unrealized gain (loss)
|
|
|
8.40
|
|
|
|
5.39
|
|
|
|
(6.49
|
)
|
|
|
3.85
|
|
|
|
9.98
|
|
|
|
|
|
|
Total from investment operations
|
|
|
9.10
|
|
|
|
6.15
|
|
|
|
(5.71
|
)
|
|
|
4.36
|
|
|
|
10.39
|
|
|
|
|
|
|
Distributions to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.70
|
)
|
|
|
(0.75
|
)
|
|
|
(0.76
|
)
|
|
|
(0.50
|
)
|
|
|
(0.44
|
)
|
Net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.70
|
)
|
|
|
(0.75
|
)
|
|
|
(0.76
|
)
|
|
|
(0.50
|
)
|
|
|
(0.44
|
)
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$43.04
|
|
|
|
$34.64
|
|
|
|
$29.24
|
|
|
|
$35.71
|
|
|
|
$31.85
|
|
|
|
|
|
|
Total return
|
|
|
26.31
|
%
|
|
|
21.03
|
%
|
|
|
(15.97
|
)%
|
|
|
13.69
|
%
|
|
|
47.46
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (millions)
|
|
|
$53,616
|
|
|
|
$40,556
|
|
|
|
$35,924
|
|
|
|
$43,406
|
|
|
|
$36,748
|
|
Ratio of expenses to average net assets
|
|
|
0.64
|
%
|
|
|
0.64
|
%
|
|
|
0.64
|
%
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
Ratio of net investment income to average net assets
|
|
|
1.85
|
%
|
|
|
2.31
|
%
|
|
|
2.23
|
%
|
|
|
1.58
|
%
|
|
|
1.58
|
%
|
Portfolio turnover rate
|
|
|
13
|
%
|
|
|
10
|
%
|
|
|
16
|
%
|
|
|
15
|
%
|
|
|
21
|
%
|
PAGE
62
n
D
ODGE
& C
OX
F
UNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DODGE & COX BALANCED FUND
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$78.06
|
|
|
|
$67.45
|
|
|
|
$70.22
|
|
|
|
$64.03
|
|
|
|
$51.26
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
1.66
|
|
|
|
1.65
|
|
|
|
1.62
|
|
|
|
1.41
|
|
|
|
1.46
|
|
Net realized and unrealized gain (loss)
|
|
|
20.30
|
|
|
|
10.62
|
|
|
|
(2.77
|
)
|
|
|
6.30
|
|
|
|
12.82
|
|
|
|
|
|
|
Total from investment operations
|
|
|
21.96
|
|
|
|
12.27
|
|
|
|
(1.15
|
)
|
|
|
7.71
|
|
|
|
14.28
|
|
|
|
|
|
|
Distributions to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(1.65
|
)
|
|
|
(1.66
|
)
|
|
|
(1.62
|
)
|
|
|
(1.52
|
)
|
|
|
(1.51
|
)
|
Net realized gain
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(1.72
|
)
|
|
|
(1.66
|
)
|
|
|
(1.62
|
)
|
|
|
(1.52
|
)
|
|
|
(1.51
|
)
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$98.30
|
|
|
|
$78.06
|
|
|
|
$67.45
|
|
|
|
$70.22
|
|
|
|
$64.03
|
|
|
|
|
|
|
Total return
|
|
|
28.37
|
%
|
|
|
18.32
|
%
|
|
|
(1.66
|
)%
|
|
|
12.23
|
%
|
|
|
28.37
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (millions)
|
|
|
$14,404
|
|
|
|
$12,217
|
|
|
|
$12,220
|
|
|
|
$14,849
|
|
|
|
$15,448
|
|
Ratio of expenses to average net assets
|
|
|
0.53
|
%
|
|
|
0.53
|
%
|
|
|
0.53
|
%
|
|
|
0.53
|
%
|
|
|
0.53
|
%
|
Ratio of net investment income to average net assets
|
|
|
1.85
|
%
|
|
|
2.21
|
%
|
|
|
2.26
|
%
|
|
|
2.13
|
%
|
|
|
2.61
|
%
|
Portfolio turnover rate
|
|
|
25
|
%
|
|
|
16
|
%
|
|
|
19
|
%
|
|
|
12
|
%
|
|
|
19
|
%
|
|
|
DODGE & COX INCOME FUND
|
|
Year Ended December 31,
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$13.86
|
|
|
|
$13.30
|
|
|
|
$13.23
|
|
|
|
$12.96
|
|
|
|
$11.79
|
|
Income from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.42
|
|
|
|
0.48
|
|
|
|
0.55
|
|
|
|
0.57
|
|
|
|
0.65
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.33
|
)
|
|
|
0.56
|
|
|
|
0.07
|
|
|
|
0.35
|
|
|
|
1.20
|
|
|
|
|
|
|
Total from investment operations
|
|
|
0.09
|
|
|
|
1.04
|
|
|
|
0.62
|
|
|
|
0.92
|
|
|
|
1.85
|
|
|
|
|
|
|
Distributions to shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.42
|
)
|
|
|
(0.48
|
)
|
|
|
(0.55
|
)
|
|
|
(0.65
|
)
|
|
|
(0.68
|
)
|
Net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.42
|
)
|
|
|
(0.48
|
)
|
|
|
(0.55
|
)
|
|
|
(0.65
|
)
|
|
|
(0.68
|
)
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$13.53
|
|
|
|
$13.86
|
|
|
|
$13.30
|
|
|
|
$13.23
|
|
|
|
$12.96
|
|
|
|
|
|
|
Total return
|
|
|
0.64
|
%
|
|
|
7.94
|
%
|
|
|
4.76
|
%
|
|
|
7.17
|
%
|
|
|
16.05
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (millions)
|
|
|
$24,654
|
|
|
|
$26,539
|
|
|
|
$24,051
|
|
|
|
$22,381
|
|
|
|
$19,254
|
|
Ratio of expenses to average net assets
|
|
|
0.43
|
%
|
|
|
0.43
|
%
|
|
|
0.43
|
%
|
|
|
0.43
|
%
|
|
|
0.43
|
%
|
Ratio of net investment income to average net assets
|
|
|
3.00
|
%
|
|
|
3.52
|
%
|
|
|
4.12
|
%
|
|
|
4.26
|
%
|
|
|
5.29
|
%
|
Portfolio turnover rate
|
|
|
38
|
%
|
|
|
26
|
%
|
|
|
27
|
%
|
|
|
28
|
%
|
|
|
20
|
%
|
D
ODGE
&
C
OX
F
UNDS
n
PAGE
63
TRUSTEES
Charles F. Pohl,
Chairman and Trustee
Chairman, Dodge & Cox
Dana M. Emery,
President and Trustee
Chief Executive Officer and President, Dodge & Cox
Thomas A. Larsen,
Trustee
Senior Counsel, Arnold
& Porter LLP
Ann Mather,
Trustee
Former
Executive Vice President, Chief Financial Officer, and Company Secretary of Pixar Studios
Robert B. Morris III,
Trustee
Former Partner and Managing Director of Global Research at Goldman Sachs & Co.
Gary Roughead,
Trustee
Annenberg Distinguished
Visting Fellow, Hoover Institution
Mark E. Smith,
Trustee
Former Executive Vice President, Managing Director - Fixed Income at Loomis Sayles & Company, L.P.
John B. Taylor,
Trustee
Professor of Economics,
Stanford University, Senior Fellow, Hoover Institution and former Under Secretary for International Affairs, United States Treasury
PAGE
64
n
D
ODGE
& C
OX
F
UNDS
NOTES
D
ODGE
&
C
OX
F
UNDS
n
PAGE
65
D
ODGE
& C
OX
F
UNDS
®
FOR MORE INFORMATION
For investors who want more information about the Funds, the following documents are available
free upon request:
ANNUAL/SEMI-ANNUAL REPORTS
Additional information about the Funds investments is available in the Funds annual and semi-annual reports to shareholders. In
each Funds annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODE OF ETHICS
The SAI provides more detailed information about the Funds and is incorporated by reference into (and thus is legally a part of) this
prospectus. The Code of Ethics describes the personal investing policies adopted by the Funds and Dodge & Cox.
You can get free copies of reports and the SAI, request other information, and discuss your questions about the Funds by
contacting the Funds at:
Dodge & Cox Funds
c/o Boston Financial Data Services
P.O. Box 8422
Boston, MA
02266-8422
Telephone: 800-621-3979
Internet: www.dodgeandcox.com
The
Funds reports, SAI and Code of Ethics are available at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC
(202-551-8090)
or on the EDGAR database on the SECs website www.sec.gov. You may also obtain copies of this information, after paying a duplicating fee, by sending an
e-mail
request to publicinfo@sec.gov, or by writing
the SECs Public Reference Section, Washington, DC 20549-1520.
Funds Investment Company Act file no.
811-173
Link to Prospectus
This preliminary statement of additional information, dated as of February 26, 2014, is not a prospectus. The information in this preliminary statement of
additional information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary statement of additional information is not
an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Dodge & Cox Stock Fund
(DODGX)
Dodge & Cox Global Stock Fund
(DODWX)
Dodge & Cox International Stock Fund
(DODFX)
Dodge & Cox Balanced Fund
(DODBX)
Dodge & Cox Income Fund
(DODIX)
Dodge & Cox Global Bond Fund
( )
c/o Boston Financial Data Services Inc.
P.O. Box 8422
Boston, MA
02266-8422
800-621-3979
www.dodgeandcox.com
STATEMENT OF
ADDITIONAL INFORMATION
Dated May 1, 2014
This Statement of Additional Information (
SAI
) pertains to the Dodge & Cox Funds (the
Trust
), a family of six no-load mutual funds:
Dodge & Cox Stock Fund, Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund (each a
Fund
and, collectively, the
Funds
). Each Fund is a series of the Trust.
This SAI is not the Funds Prospectus, but
provides additional information which should be read in conjunction with the Prospectus dated May 1, 2014, which is incorporated by reference into this SAI. The Funds Prospectus and most recent Annual Report may be obtained from the Funds
at no charge by writing, visiting our website, or contacting the Funds at the address, website, or telephone number shown above. This SAI contains additional and more detailed information about the Funds operations and activities than the
Prospectus.
TABLE OF CONTENTS
CLASSIFICATION, INVESTMENT RESTRICTIONS, AND RISKS
CLASSIFICATION
The Funds are
open-end management investment companies. The Investment Company Act of 1940, as amended (
1940 Act
), classifies investment companies as either diversified or nondiversified. The Dodge & Cox Global Bond Fund is a non-diversified
series of the Trust, and each of the other Funds is a diversified series of the Trust.
INVESTMENT RESTRICTIONS
Each Fund has adopted fundamental and non-fundamental restrictions. The following fundamental restrictions, as well as a Funds investment objectives,
cannot be changed without the approval of the holders of a majority of a Funds outstanding shares. The 1940 Act defines a majority as the lesser of (1) 67% or more of the voting shares present at a meeting if the holders of more than 50%
of the outstanding voting shares are present or represented by proxy, or (2) more than 50% of the outstanding voting shares of a Fund. As applicable, each Fund may not:
1.
|
Underwrite securities of other issuers, except as permitted under, or to the extent not prohibited by, the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations
and rules thereunder as interpreted or modified by regulatory authority having jurisdiction from time to time, and any applicable exemptive relief.
|
2.
|
Invest in a security if, as a result of such investment, more than 25% of its total assets would be invested in the securities of issuers in any particular industry, except that the restriction does not apply to
securities issued or guaranteed by the U.S. government, its agencies or Government Sponsored Enterprises (
GSE
) (or repurchase agreements with respect thereto).
|
3.
|
Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, although a Fund may invest in marketable securities secured by real estate or interests therein or issued by
companies or investment trusts that invest or deal in real estate or interests therein.
|
4.
|
Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction shall not prohibit a Fund, subject to restrictions described in the Prospectus and
elsewhere in this SAI, each as may be amended from time to time, from purchasing, selling or entering into financial derivative or commodity contracts (such as futures contracts or options on futures contracts, or transactions related to
currencies), subject to compliance with any applicable provisions of the federal securities or commodities laws.
|
5.
|
Borrow money or issue senior securities except as permitted under, or to the extent not prohibited by, the 1940 Act, and rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time
to time, and any applicable exemptive relief.
|
6.
|
Make loans to other persons, except as permitted under, or to the extent not prohibited by, the 1940 Act, and rules thereunder, as interpreted or modified by regulatory authority having jurisdiction from time to time,
and any applicable exemptive relief.
|
Each Fund, other than the Dodge & Cox Global Bond Fund, may not:
7.
|
With respect to 75% of the Funds total assets, purchase the securities of any issuer, except securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities issued
by other investment companies, if, as a result (i) more than 5% of the Funds total assets would be invested in securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
|
1
The following non-fundamental restriction may be changed by the Board of Trustees without shareholder approval.
Each Fund may not:
1.
|
Purchase any security if as a result a Fund would then have more than 15% of its net assets invested in securities that are illiquid, including repurchase agreements not maturity in seven days or less and securities
restricted as to disposition under federal securities laws.
|
The percentage limitations included in the investment restrictions and
elsewhere in this SAI and the Prospectus apply at the time of purchase of a security. So, for example, if a Fund exceeds a limit as a result of market fluctuations or the sale of other securities, it will not be required to dispose of any
securities. Industry classifications for the Funds are based on classifications maintained and developed by third parties. Application of these standards may involve the exercise of discretion by Dodge & Cox. Dodge & Cox reserves
the right to change industry classifications or to apply a different recognized standard as it deems appropriate and without seeking shareholder approval.
CHARACTERISTICS AND RISKS OF SECURITIES AND INVESTMENT TECHNIQUES
As applicable, each Funds share price will fluctuate with market, economic, and foreign exchange conditions, and your investment may be worth more or
less when redeemed than when purchased. The Funds should not be relied upon as a complete investment program, nor used to play short-term swings in the equity, debt, or foreign exchange markets. Global economies and financial markets are becoming
increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers (and, as a result, a Funds investments) in a different country or region. The Dodge & Cox Global
Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox Global Bond Fund have increased exposure to risks of international investing because of their higher levels of investments in securities of non-U.S. issuers. See the
discussion below under Foreign Securities.
In seeking to meet its investment objective(s), each Fund will invest in
securities or instruments whose investment characteristics are consistent with the Funds investment program, but there is no assurance or guarantee that a Fund will achieve its objective(s). The following further describes the principal types
of portfolio securities and investment management practices of the Funds.
Equity Securities
Equity securities include common stocks, preferred stocks, convertible securities, warrants, depositary receipts, and other securities that represent ownership
in a company or the right to acquire ownership of a company. The more common types of equity securities in which the Funds may invest are discussed below.
Common Stocks (Dodge & Cox Stock Fund, Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge &
Cox Balanced Fund)
Stocks represent shares of ownership in a company. After other claims are satisfied, common stockholders participate in company
profits on a pro rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a companys stock price, so common stocks generally have the greatest
appreciation and depreciation potential of all corporate securities. Depositary receiptsdiscussed at length belowgenerally represent ownership of common stock of a foreign company.
Hybrid Securities
Each Fund may invest in hybrid
securities, which generally combine both debt and equity characteristics. Types of hybrid securities include, without limitation, preferred stock, convertible securities, warrants, and capital securities. Typically, preferred stock has a specified
dividend and ranks after an issuers debt obligations but before common stocks in its claim on income for dividend payments and on assets should the company become subject to reorganization or liquidation. Preferred stock may be perpetual
(i.e., have no maturity date) or have a long-dated maturity.
2
The Funds may also invest in debt or preferred equity securities convertible into or exchangeable
for equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stock dividend rates but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree.
Warrants are options to buy a stated number of shares of common stock at a
specified price anytime during the life of the warrants (generally two or more years). They can be highly volatile and may have no voting rights, pay no dividends, and have no rights with respect to the assets of the entity issuing them. Other types
of securities that are or may become available, are similar to warrants, and the Funds may invest in these securities. Capital securities are offered at a par value and generally pay a fixed rate on a periodic basis, combining the features of
corporate bonds and preferred stock.
Hybrid securities are subject to many of the same risks that apply to equity and debt securities but
also have unique risk characteristics depending on the type of hybrid security. Hybrid securities are typically subordinated debt or equity securities that include features such as deferrable and non-cumulative coupon payments, a long-dated maturity
(or absence of maturity) and may include loss absorption provisions. This is particularly true in the financials sector. For example, a hybrid security may have a provision where the liquidation value of the security may be reduced in whole or in
part upon a regulatory action or a reduction in the issuers capital levels to below a specified threshold. This may occur, for example, in the event that business losses have eroded the issuers capital base to a substantial extent. The
downward adjustment to liquidation value may occur automatically without the need for a bankruptcy proceeding. Another example is contingent convertible instruments (CoCo-Bonds), which convert automatically into equity at a specified
price upon the occurrence of a specified trigger event. Depending on the trigger event, these subordinated obligations are either converted into shares or sustain a partial or total loss in principal value.
Foreign Securities
The Funds may invest in the
securities of companies that are organized in, based in, and/or have their primary listing on non-U.S. markets. You should consider carefully the substantial risks involved in investing in the securities of companies and governments of foreign
nations, which are in addition to the usual risks inherent in domestic investments. The political, economic, social, and regulatory structures of certain foreign countries, especially developing or emerging countries (e.g., many of the countries of
Southeast Asia, Latin America, Eastern Europe, Africa, and the Middle East), may be more volatile and less developed than those in the United States. Investing in foreign developed countries may also involve risks not typically associated with
investments in the United States.
Political and economic factors. Individual foreign economies may differ favorably or unfavorably from the United
States economy in such matters as growth of gross national product, rate of inflation (e.g., hyperinflation), capital reinvestment, artificial currency exchange rates or currency devaluations, resource self-sufficiency, and balance of payments
position.
The internal politics of certain foreign countries are not as stable as in the United States. For example, in both 1991 and
2006, the existing government in Thailand was overthrown in a military coup. In addition, significant external political risks currently affect some foreign countries. For example, both Taiwan and China still claim sovereignty over one another, and
hostile relations continue between North and South Korea.
Foreign economies may also be less stable. For example, European Union member
countries that use the Euro as their currency (so-called Eurozone countries) lack the ability to implement an independent monetary policy and may be significantly affected by requirements that limit their fiscal options. Eurozone country Greece
defaulted on its national debt in March 2012 in a restructuring that forced investors to write off more than 100 billion Euros of debt. Other Eurozone countries, including Ireland, Portugal, Italy, and Spain are facing significant economic strains,
some of which may have negative long-term effects for the economies of those countries and other European countries. There are other recent examples of extreme economic dislocations in foreign countries. In 2001, Argentina suspended payments on
external debt, abrogated the convertibility of the Argentine peso, placed restrictions on bank withdrawals, and revalued U.S. dollar bank deposits and debts. In 2008, pressures in international markets and the loss of confidence in Icelands
financial system led to the collapse of its three largest banks in the span of a week. As a result, the onshore foreign exchange market dried up, the króna depreciated by more than 70 percent in the offshore market, and the equity market
tumbled by over 80 percent.
3
Governments in certain foreign countries continue to participate to a significant degree, through
ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends, interest, and/or principal. The economies of many foreign countries
are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a
significant adverse effect upon the securities markets of such countries.
Additionally, investing in foreign securities may impose risks
such as greater social, economic and political uncertainty and instability (including amplified risk of war, terrorism, or adverse impacts from widespread epidemics).
Investment and repatriation restrictions. Foreign investment in the securities markets of certain foreign countries is restricted or controlled in varying
degrees. These restrictions limit at times or preclude investment in certain of such countries and may increase the cost and expenses of a Fund. Investments by foreign investors are subject to a variety of restrictions. These restrictions may take
the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or
other countries in which a Fund invests. In addition, the repatriation of both investment income and capital from some foreign countries is restricted and controlled under certain regulations, including in some cases the need to obtain certain
government consents. For example, in 1998 the governments of Malaysia and Indonesia imposed currency and trading controls which made it impossible for foreign investors to convert local currencies to foreign currencies. With respect to any one
developing country, there is no guarantee that some future economic or political crisis will not lead to price controls, forced mergers of companies, expropriation or creation of government monopolies to the possible detriment of the Funds
investments.
Currency fluctuations. The Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox
Global Bond Fund may invest directly in securities denominated in various foreign currencies. These Funds and the Dodge & Cox Stock Fund and Dodge & Cox Balanced Fund may also invest in U.S. dollar-denominated foreign securities,
the underlying securities of which are denominated in various foreign currencies. A change in the value of a currency in which the foreign security is denominated against the U.S. dollar will result in a corresponding change in the U.S. dollar value
of a Funds assets. Such changes will also affect a Funds income. Generally, when a given currency appreciates against the dollar (the dollar weakens), the value of securities denominated in that currency will rise. When a given currency
depreciates against the dollar (the dollar strengthens), the value of securities denominated in that currency would be expected to decline. There may be no significant foreign exchange market for many currencies and it may, as a result, be difficult
for the Funds to engage in foreign currency transactions designed to protect the value of the Funds interests in securities denominated in such currencies or to implement a currency investment strategy. For example, in 1997 the Thai baht lost
46.75% of its value against the U.S. dollar.
Dodge & Cox will not attempt to fully insulate a Funds investment returns from the influence
of currency fluctuations on the value of its portfolio investments denominated in foreign currencies. In other words, Dodge & Cox will not attempt to fully hedge a Funds entire portfolio of investments into U.S. dollars.
However, Dodge & Cox may use currency derivatives to seek to limit some of the negative effect on a Funds investment returns that may result from anticipated changes in the relative values of selected currencies. There is no guarantee
that this strategy will be successful.
Market characteristics (Dodge & Cox Stock Fund, Dodge & Cox Global Stock Fund, Dodge &
Cox International Stock Fund, Dodge & Cox Balanced Fund, and Dodge & Cox Global Bond Fund). The Funds may purchase foreign equity securities in over-the-counter (
OTC
) markets or on U.S. securities exchanges and, in the case
of the Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox Global Bond Fund, on local foreign securities exchanges as described under
Foreign Securities
. The OTC market includes
securities of foreign issuers quoted through the OTC Bulletin Board Service (
OTCBB
). The OTCBB provides real-time quotations for securities of foreign issuers, including ADRs convertible into such securities,
4
which are registered with the United States Securities and Exchange Commission (
SEC
) under Section 12 of the Securities Exchange Act of 1934. The OTC market also includes pink
sheet securities (
Pink Sheets
) published by OTC Markets Group Inc. (formerly known as Pink Sheets LLC and, before that, the National Quotation Bureau), a quotation medium for unregistered securities of domestic and foreign issuers,
including unregistered ADRs (as defined below) convertible into such securities. OTC Markets Group is not registered with the SEC as a stock exchange, nor does the SEC regulate its activities. OTC Markets Group is not required to provide real-time
quotations and does not require companies whose securities are quoted on its systems to meet any listing requirements. With the exception of a few foreign issuers, the companies quoted in the Pink Sheets tend to be thinly traded. Many of these
companies do not file periodic reports or audited financial statements with the SEC. For these reasons, companies quoted in the Pink Sheets can involve greater risk. Investments in certain markets may be made through ADRs, EDRs (as defined below)
and GDRs (as defined below) traded in the United States or on foreign exchanges.
Foreign markets are generally not as developed or
efficient as, and may be more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and a Funds portfolio securities may be less liquid and subject to more rapid and
erratic price movements than securities of comparable U.S. companies. Securities may trade at price/earnings multiples higher than comparable United States securities and such levels may not be sustainable. Commissions or spreads on foreign
exchanges are generally higher or wider, respectively, than commissions or spreads on United States exchanges. While there are an increasing number of overseas securities markets that have adopted a system of negotiated rates, a number are still
subject to an established schedule of minimum commission rates. There is generally less government supervision and regulation of foreign exchanges, brokers and listed companies than in the United States. Moreover, settlement practices for
transactions in foreign markets may differ from those in United States markets. Such differences may include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which
increase the likelihood of a failed settlement. Failed settlements can result in losses to a Fund.
Depositary Receipts. The Dodge &
Cox Stock Fund, Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox Balanced Fund may also invest in U.S. dollar-denominated securities of foreign issuers traded in the United States,
including, but not limited to, American Depositary Receipts, Global Depositary Receipts, and European Depositary Receipts (collectively, ADRs). ADRs are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued
by depositary banks, and the underlying shares are held in trust by a custodian bank or similar financial institution in the issuers home country. ADRs may be purchased in OTC markets or on securities exchanges. The Funds may make arrangements
through a broker/dealer to purchase a foreign security on the issuers primary securities exchange and convert the security to a U.S. dollar-denominated ADR. ADRs may also be sold in a similar manner. ADRs may be sponsored or unsponsored. A
sponsored ADR is issued by a depositary which has an exclusive relationship with the issuer of the underlying security. An unsponsored ADR may be issued by any number of depositaries. Under the terms of most sponsored arrangements, depositaries
agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities. The depositary of an
unsponsored ADR, on the other hand, is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through voting rights to ADR holders in respect of the deposited securities. The
Funds may invest in either type of ADR. A foreign issuer of the security underlying an ADR is generally not subject to the same reporting requirements in the United States as a domestic issuer. Accordingly, information available to a U.S. investor
will be limited to the information the foreign issuer is required to disclose in its country, and the market value of an ADR may not reflect undisclosed material information concerning the issuer of the underlying security. ADRs may also be subject
to exchange rate risks if the underlying foreign securities are denominated in a foreign currency (see the discussion of Currency Fluctuations above). For purposes of applying a Funds investment restrictions, the issuer of the
security underlying an ADR will be considered the issuer of the ADR.
A global depositary note (GDN) is a debt instrument created by a
bank that evidences ownership of a local currency-denominated debt security. GDNs emulate the terms (interest rate, maturity date, credit quality, etc.) of particular local currency-denominated bonds; however, they trade, settle, and pay interest
and principal in U.S. dollars, and are Depository Trust Company/Euroclear/Clearstream eligible.
5
Investing in ADRs and other depositary receipts presents many of the same risks regarding
currency exchange rates as investing directly in securities traded in currencies other than the U.S. dollar. Because the securities underlying ADRs are traded primarily in non-U.S. currencies, changes in currency exchange rates will affect the value
of these receipts. The Funds may employ foreign currency hedging techniques to protect the value of its assets invested in depositary receipts.
Investment Funds (Dodge & Cox Global Stock Fund and Dodge & Cox International Stock Fund). The Funds may invest in investment funds which
have been authorized by the governments of certain countries specifically to permit foreign investment in securities of companies listed and traded on the stock exchanges in these respective countries. The Funds investment in these funds are
subject to the provisions of the 1940 Act. If a Fund invests in such investment funds, the Funds shareholders will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the investment
manager), but also will bear indirectly similar expenses of the underlying investment funds. In addition, the securities of these investment funds may trade at a premium over their net asset value.
Information and supervision. There is generally less publicly available information about foreign companies which is comparable to reports and ratings that
are published about companies in the United States. Foreign companies are also generally not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to United States
companies. It may not be possible to vote proxies, exercise shareholder or creditor rights, pursue legal remedies and obtain judgments with respect to foreign investments in foreign courts. It also may be more difficult to keep currently informed of
corporate actions which affect the prices of portfolio securities.
Foreign Taxes. Taxation of dividends and capital gains received by non-residents such
as the Funds varies among foreign countries, and, in some cases, is comparatively high. The dividends and capital gains realized on certain of a Funds foreign portfolio securities may be subject to foreign withholding taxes, stamp duties and
transaction taxes. In addition, developing or emerging countries typically have less well defined tax laws and procedures, and such laws may permit retroactive taxation so that a Fund could in the future become subject to local tax liabilities it
could not have reasonably anticipated in conducting its investment activities or valuing its interests. Evolving tax law and lack of historical precedent may create uncertainty regarding whether a Funds dividend income or capital gains are
subject to taxation by foreign jurisdictions, or whether an incurred tax may be reclaimed. All of these factors may reduce the net amount of income available for distribution to a Funds shareholders.
Foreign Ownership Reporting. Foreign companies may require disclosure of substantial holdings of the companys securities at lower thresholds than a
domestic issuer would impose, and may require issuer consent for holdings over prescribed thresholds. These requirements could result in the Funds position in a foreign issuer being disclosed to the issuer and potentially to market
participants.
Other. With respect to certain foreign countries, especially developing and emerging ones, there is the possibility of adverse changes in
investment or currency exchange control regulations, civil war, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of a Fund, the absence of developed legal structures governing private or foreign investment
or allowing for judicial redress for injury to private property, political or social instability, or diplomatic developments which could affect investments by U.S. persons in those countries.
U.S. Government Obligations
A portion of each Fund may
be invested in obligations issued or guaranteed by the U.S. government, its agencies, or GSEs. Some of the obligations purchased by a Fund are backed by the full faith and credit of the U.S. government and are guaranteed as to both principal and
interest by the U.S. Treasury. Examples of these include direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes and bonds, and indirect obligations of the U.S. Treasury, such as obligations of the Government National Mortgage
Association, the Small Business Administration, the Maritime Administration, the Farmers Home Administration and the Department of Veterans Affairs.
6
While the obligations of many of the agencies of the U.S. government are not direct obligations
of the U.S. Treasury, they are generally backed indirectly by the U.S. government. Some of the agencies are indirectly backed by their right to borrow from the U.S. government, such as the Federal Financing Bank and the U.S. Postal Service. Other
agencies and GSEs have historically been supported solely by the credit of the agency or GSE itself, but are given additional support due to the U.S. Treasurys authority to purchase their outstanding debt obligations. GSEs include, among
others, the Federal Home Loan Banks, the Federal Farm Credit Banks, Fannie Mae, and Freddie Mac. In September 2008, the U.S. Treasury placed Fannie Mae and Freddie Mac into conservatorship and has since increased its support of these two GSEs
through substantial capital commitments and enhanced liquidity measures, which include a line of credit. The U.S. Treasury also extended a line of credit to the Federal Home Loan Banks. No assurance can be given that the U.S. government will provide
continued support to GSEs, and these entities securities are neither issued nor guaranteed by the U.S. Treasury. Furthermore, with respect to the U.S. government securities purchased by a Fund, guarantees as to the timely payment of principal
and interest do not extend to the value or yield of these securities nor do they extend to the value of a Funds shares. A Fund may invest in these securities if it believes they offer an expected return commensurate with the risks assumed.
Municipal Bonds (Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund)
Municipal bonds are debt obligations issued by states, municipalities, and other political subdivisions, agencies, authorities, and instrumentalities of states
and multi-state agencies or authorities (collectively, municipalities), the interest on which may, in the opinion of bond counsel to the issuer at the time of issuance, be exempt from federal and/or state income tax. Municipal bonds include
securities from a variety of sectors, each of which has unique risks. Municipal bonds include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds.
General obligation bonds are secured by the issuers pledge of its full faith, credit, and taxing power for the payment of principal and
interest. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue or special tax bonds
are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other tax, but not from general tax revenues. Revenue bonds involve the credit risk of the
underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality.
Like other debt
securities, municipal bonds are subject to credit risk, interest rate risk and call risk. Obligations of issuers of municipal bonds are generally subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies
of creditors. However, the obligations of certain issuers may not be enforceable through the exercise of traditional creditors rights. The reorganization under the federal bankruptcy laws of a municipal bond issuer or payment obligor bonds may
result in, among other things, the municipal bonds being cancelled without repayment or repaid only in part. In addition, Congress or state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other
constraints upon enforcement of such obligations. Litigation and natural disasters, as well as adverse economic, business, legal, or political developments may introduce uncertainties in the market for municipal bonds or materially affect the credit
risk of particular bonds.
Mortgage Pass-Through Securities (Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge &
Cox Global Bond Fund)
Each Fund may invest a portion of its assets in mortgage pass-through securities which are guaranteed by an agency of the U.S.
government or GSE, or are issued by a private entity. These securities represent ownership in pools of mortgage loans and are called pass-throughs because principal and interest payments are passed through to security holders
monthly. The security holder may also receive unscheduled principal payments representing prepayments of the underlying mortgage loans. When a Fund reinvests the principal and interest payments, it may receive a rate of interest which is either
higher or lower than the rate on the existing mortgage.
During periods of declining interest rates there is increased likelihood that
mortgage securities may be prepaid more quickly than assumed rates. Such prepayment would most likely be reinvested at lower rates. On the other hand, if the pass-through securities had been purchased at a discount, then such prepayments of
principal would benefit the portfolio.
7
Conversely, in a rising interest rate environment, mortgage securities may be prepaid at a rate
slower than expected. In this case, the current cash flow of the bond generally decreases. A slower prepayment rate effectively lengthens the time period the security will be outstanding and may adversely affect the price and volatility of the
security.
Collateralized Mortgage Obligations (Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global
Bond Fund)
Collateralized mortgage obligations (
CMO
s) are private entity or U.S. government agency- or GSE-issued multi-class bonds that are
collateralized by U.S. government agency- or GSE-guaranteed mortgage pass-through securities. A CMO is created when the issuer purchases a collection of mortgage pass-through securities (
collateral
) and places these securities in a trust,
which is administered by an independent trustee. Next, the issuer typically issues multiple classes, or tranches of bonds, the debt service of which is provided by the principal and interest payments from the mortgage pass-through
securities in the trust.
Each of these tranches is valued and traded separately based on its distinct cash flow characteristics. A real
estate mortgage investment conduit (
REMIC
) is a CMO that qualifies for special federal income tax treatment under the Internal Revenue Code and invests in certain mortgages principally secured by interests in real property and other permitted
investments.
Although the mortgage pass-through collateral typically has monthly payments of principal and interest, CMO bonds may have
monthly, quarterly or semiannual payments of principal and interest, depending on the issuer. Payments received from the collateral are reinvested in short-term debt securities by the trustee between payment dates on the CMO. On the CMO payment
dates, the principal and interest payments received from the collateral plus reinvestment income, are applied first to pay interest on the bonds and then to repay principal. In the simplest form, the bonds are retired sequentially; the first
payments of principal are applied to retire the first tranche, while all other tranches receive interest only. Only after the first tranche is retired do principal payments commence on the second tranche. The process continues in this sequence until
all tranches are retired.
At issuance, each CMO tranche has a stated final maturity date. The stated final maturity date is the date by
which the bonds would be completely retired assuming standard amortization of principal but no prepayments of principal on the underlying collateral. However, since it is likely that the collateral will have principal prepayments, the CMO bonds are
actually valued on the basis of an assumed prepayment rate. The assumed prepayment rate is used in the calculation of the securities weighted-average life, a measure of the securities cash flow characteristics. Dodge & Cox will
purchase the tranche with the weighted-average life and cash flow characteristics that it believes will contribute to achieving the objectives of a Fund.
All CMOs purchased by a Fund will be issued or guaranteed by an agency of the U.S. government or GSE, or have a AA (BBB- for the
Dodge & Cox Global Bond Fund) or higher rating by Standard & Poors Ratings Group (
S&P
), Fitch Ratings (
Fitch
), Moodys Investors Service (
Moodys
) or equivalently rated by a nationally
recognized statistical rating organization (
NRSRO
). To qualify for a AA rating, a CMO is structured so that even under conservative default, prepayment and reinvestment assumptions, the principal and interest payments from the collateral are
expected to meet or exceed the cash flow obligations of all the tranches of the CMO. However, there are risks associated with CMOs, which relate to the risks of the underlying mortgage pass-through securities. In a falling interest rate environment,
the mortgage securities may be prepaid faster than the assumed rate. In this scenario, the prepayments of principal will generally be reinvested at a rate which is lower than the rate that the security holder is currently receiving. Conversely, in a
rising interest rate environment, the mortgage collateral may be prepaid at a rate which is slower than the assumed rates. In this case, the current cash flow of the bond generally decreases. A reduced prepayment rate effectively lengthens the
average life of the security and may adversely affect the price and volatility of the security.
Restricted Securities
Each Fund may invest in restricted securities (privately placed debt and preferred equity securities) and other securities without readily available market
quotations. Restricted securities, including Rule 144A securities, will be considered illiquid unless they have been specifically determined to be liquid under procedures adopted by the
8
Funds Board of Trustees, taking into account factors such as the frequency and volume of trading, the commitment of dealers to make markets and the availability of qualified investors, all
of which can change from time to time.
Restricted securities may be sold only in privately negotiated transactions or in a public
offering with respect to which a registration statement is in effect under the Securities Act of 1933. Where registration is required, a Fund may be obligated to pay all or a part of the registration expenses and a considerable period may elapse
between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a Fund might obtain a less favorable
price than prevailed when it decided to sell. Restricted securities may be priced at fair value as determined in good faith under the supervision of the Trusts Board of Trustees.
Regulation S Securities (Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox Global Bond Fund)
A Fund may invest in securities of U.S. and non-U.S. issuers that are issued through private offerings without registration with the SEC, including
offerings outside the United States, pursuant to Regulation S under the Securities Act of 1933, as amended (
Regulation S Securities
). Because Regulation S Securities are subject to legal or contractual restrictions on resale, these securities
may be considered illiquid. Furthermore, as these securities are generally less liquid than registered securities traded on established secondary markets, a Fund may take longer to liquidate these positions than would be the case for publicly traded
securities. Although Regulation S Securities may be resold in privately negotiated transactions, the price realized from these sales could be less than the price paid by a Fund. Additionally, companies whose securities are not publicly traded may
not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. Accordingly, Regulation S Securities may involve a high degree of business and financial risk and may
result in substantial losses.
Real Estate Investment Trust (REIT) Investments
The Funds may purchase equity securities issued by REITs and, in the case of the Dodge & Cox Global Stock Fund, Dodge & Cox International
Stock Fund, and Dodge & Cox Global Bond Fund, securities of foreign issuers with a similar structure to domestic REITs, and the Dodge & Cox Balanced Fund, the Dodge & Cox Income Fund, and Dodge & Cox Global Bond
Fund may purchase debt securities of REITs. A REIT is a company that primarily owns, operates and sometimes finances income-producing real estate properties. To qualify as a REIT, a company must meet certain requirements imposed by the Internal
Revenue Code. If met, REITs are exempted from paying federal (and often state) taxes on income distributed to shareholders. Most REITs are structured as an Umbrella Partnership (UPREIT), wherein the REIT is the general partner and majority owner of
the Operating Limited Partnership (LP). Equity shares of most REITs are traded on major stock exchanges. REIT debt securities are issued by the Operating LP and are included in major indices.
The value and performance of REIT securities depend upon the investment experience of the underlying real estate related assets. The
Funds investments in REITs are therefore subject to certain risks related to the skill of management and the real estate industry in general. These risks include, among others: changes in general and local economic conditions; possible
declines in the value of real estate; the possible lack of availability of money for loans to purchase real estate; possible constraints in available cash flow to cover operating expenses, principal, interest and shareholder dividends; overbuilding
in particular areas; prolonged vacancies in rental properties; property taxes; changes in tax laws relating to dividends and laws related to the use of real estate in certain areas; costs resulting from the clean up of, and liability to, third
parties resulting from, environmental problems; the costs associated with damage to real estate resulting from floods, earthquakes, terrorist attacks or other material disasters that may not be covered by insurance; and limitations on, and
variations in, rents and changes in interest rates.
Structured Investments
Included among the issuers of debt or equity securities in which a Fund may invest are entities organized and operated solely for the purpose of restructuring
the investment characteristics of various securities. These entities are typically organized by investment banking firms which receive fees in connection with establishing each entity and arranging for the placement of its securities. This type of
restructuring involves the deposit with or
9
purchases by an entity, such as a corporation or trust, of specified instruments and the issuance by that entity of one or more classes of securities (
structured investments
) backed by, or
representing interests in, the underlying instruments. Because structured investments of the type in which the Funds anticipate investing typically involve no credit enhancement, their credit risk will generally be equivalent to that of the
underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured investments to create securities with different investment characteristics such as varying maturities, payment priorities or
interest rate provisions; the extent of the payments made with respect to structured investments is dependent on the extent of the cash flow on the underlying instruments.
Each Fund is permitted to invest in a class of structured investments that is either subordinated or unsubordinated to the right of payment of
another class. Subordinated structured investments typically have higher yields and present greater risks than unsubordinated structured investments. Although a Funds purchase of subordinated structured investments would have a similar
economic effect to that of borrowing against the underlying securities, the purchase will not be deemed to be leverage for purposes of the limitations placed on the extent of a Funds assets that may be used for borrowing activities.
Structured investments are potentially more volatile and carry liquidity risk since the instruments are often customized to meet
the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. They may entail significant
risks that are not associated with a similar instrument in a traditional market.
Certain issuers of structured investments may be deemed
to be investment companies as defined in the 1940 Act. As a result, the Funds investment in these structured investments may be limited by the restrictions contained in the 1940 Act. Structured investments are typically sold in
private placement transactions, and there currently is no active trading market for structured investments. To the extent such investments are illiquid, they will be subject to the Funds restrictions on investments in illiquid securities.
The Dodge & Cox Global Bond Fund may invest in credit-linked notes. Credit-linked notes (CLNs) are typically set-up as a
pass-through note structure created by a broker or bank as an alternative investment for funds or other purchasers to directly buying a bond or group of bonds. A CLN may also be structured to provide the noteholder with exposure to a
portfolio of credit default swaps that, in turn, provide the holder with exposure to the reference issuers underlying the credit default swaps. CLNs are typically issued at par, with a one to one relationship with the notional value to the
underlying bond(s). The performance of the CLN, however, including maturity value, is linked to the performance of the specified underlying bond(s) as well as that of the issuing entity. In addition to the risk of loss of its principal investment,
the Fund bears the risk that the issuer of the CLN will default or become bankrupt. In such an event, the Fund may have difficulty being repaid, or fail to be repaid, the principal amount of its investment. A downgrade or impairment to the credit
rating of the issuer will also likely negatively impact the price of the CLN, regardless of the price of the bond(s) underlying the CLN. A CLN is typically structured as a limited recourse, unsecured obligation of the issuer of such security such
that the security will usually be the obligation solely of the issuer and will not be an obligation or responsibility of any other person, including the issuer of the underlying bond(s).
Changes in liquidity may result in significant, rapid and unpredictable changes in the prices of CLNs. In certain cases, a market price for a CLN may not be
available or may not be reliable, and the Fund could experience difficulty in selling such security at a price the investment manager believes is fair.
Inflation-Indexed Bonds (Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund)
Inflation-indexed bonds are debt securities the principal value of which is periodically adjusted according to the rate of inflation. The actual
(inflation-adjusted) interest rate on these bonds is fixed at issuance at a rate generally lower than typical bonds. Over the life of an inflation-indexed bond, however, interest will be paid based on a principal value which is adjusted for
inflation as measured by changes in a reference index. For example, the reference index for U.S. Treasury inflation index-bonds is the Consumer Price Index (
CPI
). The CPI is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI
is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Generally, the securities will pay interest on a periodic basis, equal to a fixed percentage of the inflation-adjusted
principal amount.
10
If the value of the reference index falls, the principal value of inflation-indexed bonds will be
adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the originally issued principal amount upon maturity is guaranteed by the issuer.
However, the current market value of the bonds is not guaranteed and will fluctuate. A Fund may also invest in other inflation-related bonds which may or may not provide a similar guarantee. If such a guarantee of principal is not provided, the
adjusted principal value of the bond repaid at maturity may be less than the original principal. There can be no assurance that a reference index, including the CPI, will accurately measure the real rate of inflation in the prices of goods and
services in any particular country.
The U.S. Treasury began issuing inflation-indexed bonds (commonly referred to as TIPS or
Treasury Inflation-Protected Securities) in 1997. There can be no assurance that the U.S. Treasury or any other issuer will issue any particular amount of inflation-indexed bonds.
Any increase in the principal amount of an inflation-indexed bond is taxable as ordinary income, even though investors do not receive their
principal until maturity.
When-Issued, Forward-Commitment and Delayed-Delivery Transactions (Dodge & Cox Balanced Fund, Dodge & Cox
Income Fund, and Dodge & Cox Global Bond Fund)
When-issued, forward-commitment or delayed-delivery transactions involve a commitment to
purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security.
A Fund will earmark liquid assets with a value at least as great as the purchase price of the security until settlement. The value of the
security is reflected in a Funds net asset value as of the purchase date; however, no income accrues to a Fund from these securities prior to their delivery to the Fund. A Fund may renegotiate a when-issued, forward-commitment or
delayed-delivery transaction and may sell the securities prior to settlement date, which may result in a gain or loss to the Fund. The purchase of securities in this type of transaction increases a Funds overall investment exposure and
involves a risk of loss if the value of the securities declines prior to settlement. A purchasing Fund assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be
issued as anticipated. The sale of securities in this type of transaction involves a risk of loss if the value of the securities increases prior to settlement or if the other party to the transaction fails to pay for the securities.
Bank Loans (Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund)
The Funds may invest in both senior and second lien bank loans. There is less readily available, reliable information about most loans than is the case for
many other types of debt securities. An economic downturn generally leads to a higher non-payment rate, and a loan may lose significant value before a default occurs. Moreover, any specific collateral used to secure a loan may decline in value or
become illiquid, which would adversely affect the loans value. No active trading market may exist for certain loans, which may impair the ability of a Fund to realize full value in the event of the need to sell a loan and which may make it
difficult to value loans. Adverse market conditions may impair the liquidity of some actively traded loans. To the extent that a secondary market does exist for certain loans, the market may be subject to irregular trading activity, wide bid/ask
spreads and extended trade settlement periods.
If a bank loan is acquired through an assignment, a Fund may not be able to unilaterally
enforce all rights and remedies under the loan and with regard to any associated collateral. If a bank loan is acquired through a participation, a Fund generally will have no right to enforce compliance by the borrower with the terms of the loan
agreement against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and
the institution selling the participation.
Although senior loans in which a Fund will invest generally will be secured by specific
collateral, there can be no assurance that liquidation of such collateral would satisfy the borrowers obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event
of the bankruptcy of a borrower, a Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a senior loan
11
Second lien loans generally are subject to similar risks as those associated with investments in
senior loans. Because second lien loans are subordinated or unsecured and thus lower in priority of payment to senior loans, they are typically lower rated and subject to the additional risk that the cash flow of the borrower and property securing
the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a
security interest in any specific collateral. Second lien loans generally have greater price volatility than senior loans and may be less liquid.
Cash
Position
Each Fund may hold a certain portion of its assets in cash and short-term debt securities, including repurchase agreements, commercial paper,
and bank obligations. In addition, each Fund may invest in shares of U.S. dollar-denominated money market funds. For temporary, defensive purposes, a Fund may invest without limitation in such securities. This reserve position provides flexibility
in meeting redemptions, expenses, and the timing of new investments and serves as a short-term defense during periods of unusual market volatility. The Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and
Dodge & Cox Global Bond Fund may also hold bank time deposits and short-term debt securities denominated in U.S. or non-U.S. currencies.
Bank
Obligations
Certificates of deposit, bankers acceptances, and other short-term debt obligations. Certificates of deposit are short-term
obligations of commercial banks. A bankers acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with international commercial transactions. Certificates of deposit may have fixed or variable rates. A Fund
may invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks, and foreign branches of foreign banks.
Short-Term Corporate
Debt Securities
Outstanding nonconvertible corporate debt securities (such as bonds and debentures) which have one year or less remaining to maturity.
Corporate notes may have fixed, variable, or floating rates.
Commercial Paper
Short-term promissory notes issued by corporations primarily to finance short-term credit needs. Certain notes may have floating or variable rates.
Variable and Floating Rate Securities
These securities
have interest rates that are reset at periodic intervals, usually by reference to some interest rate index or market interest rate. Some of these securities are backed by pools of mortgage loans. Although the rate adjustment feature of these
securities may act as a buffer to reduce sharp changes in their value, they are still subject to changes in value based on changes in market interest rates or changes in the issuers creditworthiness. Because the interest rate is reset only
periodically, changes in the interest rate on these securities may lag behind changes in prevailing market interest rates. Also, some of these securities (or the underlying mortgages) are subject to caps or floors that limit the maximum change in
the interest rate during a specified period or over the life of the security.
Repurchase Agreements
Each Fund may enter into a repurchase agreement through which an investor (such as a Fund) purchases a security (
underlying security
) from a
well-established securities dealer or bank that is a member of the Federal Reserve System. Any such dealer or bank will be on Dodge & Coxs approved list and have a credit rating with respect to its short-term debt, at the time a Fund
enters into the repurchase agreement, of at least A1 by S&P, F1 by Fitch, P1 by Moodys, or the equivalent rating as determined by Dodge & Cox. As part of the transaction, the bank or securities dealer agrees to repurchase the
underlying security at the same price, plus specified interest. Repurchase agreements are generally for a short period of time, often less than a week. Repurchase agreements which do not provide for payment within seven days will be treated as
illiquid securities. A Fund will only enter into repurchase agreements where (i) the underlying securities are issued by the U.S. government, its agencies and GSEs, (ii) the market value of the underlying security, including interest
accrued, will be at all times greater than the value of the repurchase agreement, and (iii) payment for the underlying security is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank
acting as agent. In
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the event of a bankruptcy or other default of a seller of a repurchase agreement, a Fund could experience both delays in liquidating the underlying security and losses, including:
(a) possible decline in the value of the underlying security during the period which the Fund seeks to enforce its rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and
(c) expenses of enforcing its rights.
Borrowing Money
The Funds may borrow money to the extent permitted under the 1940 Act, as such may be interpreted or modified by regulatory authorities having jurisdiction
from time to time. Current regulations permit a Fund to borrow from a bank in an amount up to one-third of the Funds total assets (including the amount borrowed), and to borrow additional amounts up to 5% of the Funds total assets for
temporary purposes.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a
Funds portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased. A Fund also may be required to maintain minimum average balances in connection with a borrowing or to
pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
Interfund Borrowing and Lending
The SEC has granted an
exemption permitting the Funds to participate in an interfund lending program. This program allows the Funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions,
including, among other things, the requirements that: (1) a Fund will borrow money through the program only when the costs are equal to or lower than the cost of available bank loans, and will lend through the program only when the returns are
higher than those available from an investment in eligible repurchase agreements; (2) an interfund loan may not exceed seven days; and (3) a Funds interfund loans to any one Fund may not exceed 5% of the lending Funds net
assets. A Fund may have to borrow from a bank at a higher interest rate if an interfund loan is not available. The Trusts Board of Trustees is responsible for overseeing the interfund lending program. Any delay in repayment to a lending Fund
could result in a lost investment opportunity or additional borrowing costs.
Lending of Portfolio Securities
Each Fund has reserved the right to lend its securities to qualified broker/dealers, banks or other financial institutions. By lending its portfolio
securities, a Fund would attempt to increase its income by receiving a fixed fee or a percentage of the collateral, in addition to continuing to receive the interest or dividends on the securities loaned. The terms, structure and the aggregate
amount of such loans would be consistent with the 1940 Act. The borrower would be required to secure any such loan with collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to the total market value and
accrued interest of the securities loaned by the Fund.
If the borrower defaults on its obligation to return the securities lent because
of insolvency or other reasons, a Fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a Fund is not able to recover the
securities lent, a Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash
received as collateral through loan transactions may be invested in other eligible securities that may be subject to market appreciation or depreciation. A Fund may not be able to recall loaned securities in time to exercise its voting rights.
Investment Companies
The Funds can purchase the
securities of other investment companies, including money market funds, as permitted by the 1940 Act. If a Fund invests in such investment companies, the Funds shareholders will bear not only their proportionate share of the expenses of the
Fund (including operating expenses and the fees of the investment manager), but also will bear indirectly similar expenses of the underlying investment companies. In addition, the securities of certain investment companies may trade at a premium
over their net asset value.
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Wholly-Owned Subsidiary (Dodge & Cox Global Stock Fund, Dodge & Cox International Stock
Fund, and Dodge & Cox Global Bond Fund)
The Dodge & Cox Global Stock Fund and Dodge & Cox International Stock Fund may
invest in the Dodge & Cox Global Stock Fund Cayman, Ltd. and Dodge & Cox International Stock Fund Cayman, Ltd., respectively, each of which is a wholly-owned subsidiary of the respective Fund organized under the laws of the Cayman
Islands (each, a Subsidiary). The Dodge & Cox Global Bond Fund may also establish a similar wholly-owned subsidiary if deemed advisable by Dodge & Cox. Each Fund may invest in its Subsidiary to gain exposure to restricted
securities and is the sole shareholder of its Subsidiary. Each Subsidiary is overseen by its own directors. Although a Fund may invest in restricted securities directly, a Fund may gain exposure to these securities indirectly by investing in the
Subsidiary. To the extent that a Fund invests in its Subsidiary, it will be subject to the risks associated with restricted securities, which are discussed elsewhere in the Funds Prospectus and this SAI.
Neither Subsidiary is an investment company registered under the 1940 Act and, unless otherwise noted in the Funds Prospectus and this
SAI, is not subject to all of the investor protections of the 1940 Act and other U.S. regulations. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of a Fund and/or a Subsidiary to operate as described
in the Funds Prospectus and this SAI and could negatively affect the Fund and its shareholders.
Currency Forward Contracts (Dodge & Cox
Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox Global Bond Fund)
A forward foreign currency exchange
contract (also known as a currency forward contract) involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit
requirement, and no explicit commissions are charged (i.e., separately identifiable mark-ups and mark-downs) at any stage for trades.
A
Fund may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. The Funds use of such contracts would include, but not be limited to, the following:
First, when the Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to
lock in the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the Fund may
be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on
which payment is made or received.
Second, when Dodge & Cox believes that one currency may experience a movement against another
currency, including the U.S. dollar, it may enter into a forward contract to sell or buy such currency. Alternatively, where appropriate, the Fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies or a
proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the Fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the Fund. The precise matching of the forward contract amounts and
the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward
contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a hedging strategy is highly uncertain and can result in principal loss or gain.
Third, the Dodge & Cox Global Bond Fund may also take long or short positions in currencies when Dodge & Cox believes a
foreign currency will appreciate or depreciate in value, even if securities denominated in that currency are not held by the Fund. Currency forward contracts may also be used when Dodge & Cox believes that they may be more efficient than a
direct investment in a foreign currency denominated security.
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At the maturity of a forward contract, the Fund may enter into an offsetting trade to closeout
the contract, sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by rolling that contract forward). In the case of a
non-deliverable forward, the parties to the contract settle the difference between the contracted forward price or rate and the prevailing spot price or rate on an agreed upon notional amount. Non-deliverable forwards are typically used for
investing in currencies that cannot be delivered offshore, primarily emerging market countries with currency controls.
If the Fund
retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the Funds entering into a forward contract for the sale of a foreign currency and the date
it enters into an offsetting contract for the purchase of the foreign currency, the Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward
prices increase, the Fund will suffer a loss to the extent of the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.
Futures
General. A futures contract provides for the
future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument referenced in the contract at a specified price and time. Futures contracts are standardized, are traded through a national
(or foreign) exchange, and are cleared through an affiliate of the exchange that acts as the buyer to every seller and the seller to every buyer. Although the terms of futures contracts may specify actual delivery or receipt, in practice, futures
contracts are typically closed out before the delivery date without delivery of the underlying asset, or provide contractually for cash settlement of the parties contractual obligations. Closing out a futures contract may be effected by
entering into an offsetting purchase or sale transaction for the same deliverable during the same delivery month. If a Fund enters into an offsetting sale transaction and the offsetting sale price exceeds the purchase price, the Fund will realize a
gain, and if the offsetting sale price is less than the purchase price, the Fund will realize a loss.
When a Fund purchases or sells a
futures contract, the Fund is required to deposit in a segregated account with the clearing broker for the futures contract a specified amount of liquid assets (initial margin). The margin required for a particular futures contract is
set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to a Fund upon
termination of the contract, assuming all contractual obligations have been satisfied. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the notional value of the contract being traded.
Each day a Fund pays or receives cash, called variation margin, equal to the daily change in value of the futures contract. This
process is known as marking to market. Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired.
In computing its net asset value, the Fund will mark to market its open futures positions.
In general, derivatives, including futures,
may involve risks different from, and potentially greater than, those of the underlying securities. To the extent a Fund uses futures, it is exposed to additional volatility and potential losses resulting from leverage. Unanticipated changes in
interest rates, currency exchange rates, or securities prices may result in a poorer overall performance for a Fund than if it had not entered into any futures transactions. In the event of adverse price movements, a Fund may be required to continue
making daily cash payments to maintain its required margin. If a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when the portfolio manager would not otherwise elect to do so. In
addition, a Fund may be required to deliver or take delivery of instruments underlying the interest rate or Treasury futures it holds. A Funds ability to reduce or eliminate its futures and related options positions will depend upon the
liquidity of the secondary markets for such futures and options, and there can be no assurance that a liquid secondary market will exist for any particular contract or at any particular time. The prices of futures
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contracts may be volatile, and a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a Fund. In addition, the trading of futures
contracts is subject to the risk of exchange or clearing house equipment failures, government intervention, insolvency of a brokerage firm or clearing house or other disruption of normal trading activity, which could at times make it difficult or
impossible to liquidate existing positions or to recover excess variation margin payments.
Foreign Currency Futures (Dodge & Cox International
Stock Fund, Dodge & Cox Global Stock Fund, and Dodge & Cox Global Bond Fund).Each Fund may enter into foreign currency futures contracts for a variety of purposes in connection with the management of the foreign securities portion
of its portfolio, including using such contracts for the same purposes noted above for forward currency contracts. A sale of a foreign currency futures contract creates an obligation by the Fund, as seller, to deliver the amount of currency called
for in the contract at a specified future time for a specified price. A purchase of a foreign currency futures contract creates an obligation by the Fund, as purchaser, to take delivery of an amount of currency at a specified future time at a
specified price. The Fund may sell a currency futures contract if it anticipates that exchange rates for a particular currency will fall, as a hedge against a decline in the value of the Funds securities denominated in such currency. If it is
anticipated that exchange rates will rise, the Fund may purchase a foreign currency futures contract to protect against an increase in the price of securities denominated in a particular currency the Fund intends to purchase or as an investment
opportunity.
A risk in employing foreign currency futures contracts to protect against the price volatility of portfolio securities
denominated in a particular currency is that changes in currency exchange rates or in the value of the futures position may correlate imperfectly with changes in the cash prices of the Funds securities. The degree of correlation may be
distorted by the fact that the foreign currency futures market may be dominated by short-term traders seeking to profit from changes in exchange rates. This would reduce the value of such contracts for hedging purposes over a short-term period. Such
distortions are generally minor and would diminish as the contract approached maturity.
A Funds dealings in currency forward or
currency futures contracts will generally be limited to the transactions described above, although the Fund may also enter into such contracts for any other purpose consistent with the Funds investment objective and program. A Fund is not
required to enter into such transactions and there is no assurance that the Fund will use currency management strategies or that the Fund will be successful in managing currency exposure if such strategies are used. There is also no assurance that a
Fund will be successful when investing for non-hedging purposes. Dodge & Cox could be incorrect in its expectation as to the direction or extent of various exchange rate movements or the time span within which the movements take place. The
use of these techniques to hedge against a decline in the value of a currency does not eliminate fluctuations in the prices of the underlying securities. It simply establishes a rate of exchange at a future date. Additionally, although such
contracts tend to minimize the risk of loss due to the decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result from an increase in the value of that currency. A Fund could lose money
through the use of currency management strategies or currency investment strategies.
Interest Rate Futures (Dodge & Cox Balanced Fund,
Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund). The Dodge & Cox Income Fund and Dodge & Cox Balanced Fund may enter into Treasury futures contracts; and the Dodge & Cox Global Bond Fund may
enter into Treasury futures contracts and other interest rate futures. Similar to currency futures contracts, an interest rate futures contract involves an obligation to purchase or sell an asset (or make payments based upon changes in the level of
a specified interest rate) at a specified future time and price (or level), which may be many months from the date of the contract agreed upon by the parties. The underlying asset could be a specified interest rate or a particular government bond.
Interest rate futures could be based on the value of a specified reference interest rate (
e.g.
, LIBOR or EURIBOR) and futures contracts on U.S. or non-U.S. government debt (
e.g.
, Treasury futures contracts or Bund futures contracts).
A Fund may enter into interest rate futures contracts for a variety of purposes in connection with the management of the interest rate
exposure of its portfolio. A Funds use of such contracts may include, but is not limited to, the following:
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Adjusting the overall interest rate exposure, or duration, of the portfolio;
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Changing the exposure of the portfolio to different parts of the yield curve;
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Offsetting the impact of special situations that impact specific securities (e.g. tender offers);
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Maintaining portfolio interest rate exposure as large contributions or withdrawals occur.
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If
a Fund anticipates that interest rates for a portfolio security with a particular maturity or a specified reference rate (
e.g.
, 1-Month LIBOR) for a particular term will rise, the Fund may sell an interest rate or Treasury futures contract to
hedge against the decline in the value of the security. Conversely, if a Fund anticipates that interest rates will fall, the Fund may purchase an interest rate or Treasury futures contract to increase the Funds exposure to interest rates.
The Funds dealings in interest rate futures will generally be limited to the transactions described above, although a Fund may also use
interest rate futures for any other purpose consistent with the Funds investment objective and program. A Fund is not required to enter into such transactions and there is no assurance that the Fund will use such strategies or that the Fund
will be successful in managing interest rate exposure if such strategies are used. Dodge & Cox could be incorrect in its expectations as to the direction or extent of interest rate movements or the time span within which the movements take
place.
Options (Dodge & Cox Global Bond Fund)
An option is an agreement that, for a premium payment or fee, gives the option holder (the buyer) the right but not the obligation to buy (a call
option) or sell (a put option) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the exercise price) during a period of time or on a specified date. If a put or
call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. The Fund may invest in options on foreign currencies that are privately negotiated or traded on U.S. or
foreign exchanges for hedging purposes to protect against declines in the U.S. dollar value of foreign currency denominated securities held by the Fund and against increases in the U.S. dollar cost of securities to be acquired. The purchase of an
option on a foreign currency may constitute an effective hedge against fluctuations in exchange rates, although if rates move adversely, the Fund may forfeit the entire amount of the premium plus related transaction costs. The Fund may also invest
in options on foreign currencies for non-hedging purposes as a means of making direct investments in foreign currencies.
Swaps (Dodge & Cox
Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund)
A swap is an agreement that obligates two parties to
exchange a series of cash flows at specified intervals (payment dates) based upon or calculated by reference to changes in specified prices or rates (e.g. interest rates in the case of interest rate swaps) for a specified amount of an underlying
asset (the notional principal amount). The notional principal amount is used to calculate the payment stream, but is not exchanged. Rather, most swaps are entered into on a net basis (i.e., the two payment streams are netted out, with
the Fund receiving or paying, as the case may be, only the net amount of the two payments).
The market for swaps, in particular credit
default swaps, has become more volatile recently as the creditworthiness of certain counterparties has been questioned and/or downgraded. If a counterpartys credit becomes significantly impaired, multiple requests for collateral posting in a
short period of time could increase the risk that the Fund may not receive adequate collateral. The terms of a swap agreement, including collateral requirements, may be individually negotiated. However, recent regulatory changes require certain
types of swaps (e.g., interest rate swaps and credit default index swaps) to be cleared through a clearinghouse or central counterparty. To clear a swap, a Fund submits the swap to, and post margin with a futures commission merchant
(FCM) that is a clearinghouse member. A default or failure by the clearinghouse or an FCM, or the failure of a swap to be transferred to the FCM for clearing, may expose the Fund to losses, increase its costs, or prevent the Fund from
entering or exiting swap positions, accessing collateral or margin, or fully implementing its investment strategies. It is likely that in the future the CFTC will require additional types of derivatives to be on an exchange.
Interest Rate Swaps. Interest rate swaps involve the exchange by a Fund with another party of payments calculated by reference to specified interest rates
(e.g., an exchange of floating rate payments for fixed rate payments). If the counterparty to an interest rate swap transaction defaults, a Funds risk of loss consists of the net amount of interest payments that the Fund is contractually
entitled to receive. Otherwise, a Funds risk of loss is limited to the net amount of interest payments that the Fund is contractually obligated to make.
17
Credit Default Swaps. The buyer in a credit default swap contract is generally obligated to pay the
seller a periodic stream of payments over the term of the contract in return for a contingent payment upon the occurrence of a credit event with respect to an underlying reference obligation. Generally, a credit event means bankruptcy,
failure to pay, obligation acceleration or restructuring. A Fund may be either the buyer or seller in a credit default swap transaction. If a Fund is a seller and no credit event occurs, the Fund will receive a fixed rate of income throughout the
term of the contract. If a credit event occurs, the Fund typically must pay the contingent payment to the buyer, which will be either (i) the par value (face amount) of the reference obligation, in which case the Fund will receive
the reference obligation in return, or (ii) an amount equal to the difference between the par value and the current market value of the reference obligation. The periodic payments previously received by a Fund, coupled with the value of any
reference obligation received, may be less than the full amount it pays to the buyer, resulting in a loss to the Fund. If a Fund is the buyer and no credit event occurs, the Fund will lose its periodic stream of payments over the term of the
contract. However, if a credit event occurs, a Fund would typically receive full notional value for a reference obligation that may have little or no value, unless the swap counterparty is unable to meet its obligations.
Credit default swap agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to
general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. The Fund generally may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage
fees, or by entering into an offsetting credit default swap position, which may cause the Fund to incur more losses.
CFTC
For Funds that may utilize futures contracts, forwards contracts, and certain swaps, a notice has been filed with the National Futures Association claiming an
exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act, and the rules of the Commodity Futures Trading Commission (CFTC) promulgated thereunder. Accordingly, none of the Funds is
subject to registration or regulation as a commodity pool operator. The Funds are not intended to be and should not be used as vehicles to invest in commodities markets.
Asset Coverage Requirements
Each Fund will segregate or
earmark assets determined to be liquid by Dodge & Cox to cover its open positions with respect to certain derivative instruments, including options, swaps, and forward and futures contracts or otherwise establish offsetting
positions, in accordance with applicable federal securities laws. With respect to forward and futures contracts that are not contractually required to cash-settle, a Fund must cover its open positions by earmarking liquid assets equal to
or greater than the contracts full, notional value. With respect to forwards and futures that are contractually required to cash-settle and currency and interest rate swaps, however, a Fund may earmark liquid assets in an amount at
least equal to the Funds daily marked-to-market (net) obligation (i.e., the Funds daily net liability, if any) rather than the full notional value of the contract. Depending on whether the a Fund is the seller or buyer of a credit
default swap, the Fund may be required to earmark assets equal to the full notional amount of its obligation or just the market value of the swap. By setting aside assets equal to only its net obligation under cash-settled forward, futures, or
swaps, a Fund will have the ability to employ such contracts to a greater extent than if the Fund were required to set aside assets equal to the full notional value of such contracts.
Zero Coupon, Deferred Interest, and Pay-in-Kind Securities (Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox
Global Bond Fund)
Zero coupon and deferred interest securities are debt securities that are issued at a price lower than their face value and do not
make interest payments during the life of the bonds. Such securities usually trade at a deep discount from their face or par value. Pay-in-kind (PIK) securities may be debt obligations or preferred shares that provide the issuer with the
option of paying interest or dividends on such obligations in cash or in the form of additional securities rather than cash. Similar to zero coupon bonds and deferred interest bonds, PIK securities are designed to give an issuer flexibility in
managing cash flow. PIK securities that are debt securities can be either senior or subordinated debt and generally trade flat (i.e., without accrued interest). The trading price of PIK debt securities generally reflects the market value of the
underlying debt plus an amount representing
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accrued interest since the last interest payment. These types of securities are subject to greater fluctuations in market value in response to changing interest rates than debt obligations of
comparable maturities and credit quality that make current distributions of interest.
Reverse Repurchase Agreements and Dollar Rolls (Dodge &
Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund)
Reverse repurchase agreements are identical to
repurchase agreements except that rather than buying securities for cash subject to their repurchase by the seller, the Fund sells portfolio assets concurrently with an agreement by the Fund to repurchase the same assets at a later date at a fixed
price. During the reverse repurchase agreement period, the Fund continues to receive principal and interest payments on these securities. Dollar rolls involve sales by the Fund of securities for delivery in the current month and the Fund
simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Fund forgoes principal and interest paid on the securities but can invest the proceeds from the
sale. Reverse repurchase agreements and dollar rolls involve the risk that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under
a reverse repurchase agreement or dollar roll files for bankruptcy or becomes insolvent, the Funds use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to
enforce the Funds obligation to repurchase the securities. In addition, the use of these investments may have a leveraging effect because the Fund may use the proceeds to make investments in other securities.
Interest Rate Floors, Caps, and Collars (Dodge & Cox Global Bond Fund)
The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of
interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments
of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates.
Additional Risks
General. Because of its investment
policy, each Fund may not be suitable or appropriate for all investors. The Funds are not money market funds and are not appropriate investments for those whose primary objective is principal stability. A Funds assets will be subject to all of
the risks of investing in the financial markets. All investment entails risk. The value of the portfolio securities of a Fund will fluctuate based upon market conditions. Although a Fund seeks to reduce risk by investing in a diversified portfolio,
such diversification does not eliminate all risk. There can be no guarantee that a Fund will achieve its investment objective(s).
Management Risk. The
Funds are subject to management risk because they are actively managed investment portfolios. Dodge & Cox will apply its investment techniques and risk analyses in making investment decisions for the Funds, but there can be no guarantee
that its decisions will produce the desired results.
Debt Obligations. A Fund will invest in debt securities which hold the prospect of contributing to
the achievement of a Funds objectives. Yields on short, intermediate, and long-term securities are dependent on a variety of factors, including the general conditions of the money and bond markets, the size of a particular offering, the
maturity of the obligation, and the credit quality and rating of the issue. Debt securities with longer maturities tend to have higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations
with shorter maturities and lower yields. The market prices of debt securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates
will generally increase the value of portfolio investments.
Interest rate changes can be sudden and unpredictable, and a wide variety of
factors can cause interest rates to rise (
e.g.
, central bank monetary policies, inflation rates, general economic conditions, etc.). Current interest rates are at or near historic lows, and future increases in interest rates could result in
less liquidity and greater volatility of debt securities. In addition, new regulations applicable to and changing business practices of financial intermediaries that make markets in debt securities may result in those financial intermediaries
restricting their market making activities for certain debt securities, which may reduce the liquidity and increase
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the volatility for such debt securities. If sudden or large-scale rises in interest rates were to occur, a Fund that invests in debt securities could also face above-average redemption requests,
which could cause the Fund to lose value due to downward pricing forces and reduced market liquidity.
The ability of a Fund to achieve
its investment objective(s) is also dependent on the continuing ability of the issuers of the debt securities in which a Fund invests to meet their obligations for the payment of interest and principal when due. As discussed below, each Funds
investment program permits it to hold securities that have been downgraded. In addition, each of the Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund may invest in lower-quality
securities. Since investors generally perceive that there are greater risks associated with investment in lower-quality securities, the yields from such securities normally exceed those obtainable from higher-quality securities. However, the
principal value of lower-rated securities generally will fluctuate more widely than higher-quality securities. Lower-quality investments entail a higher risk of defaultthat is, the nonpayment of interest and principal by the issuerthan
higher-quality investments. Such securities are also subject to special risks, discussed below. Although a Fund seeks to reduce risk by portfolio diversification, credit analysis, and attention to trends in the economy, industries and financial
markets, these efforts will not eliminate all risk.
After purchase by a Fund, a debt security may cease to be rated or its rating may be
reduced below the minimum required for purchase by a Fund. Neither event will require a sale of such security by a Fund. However, Dodge & Cox will consider such event in its determination of whether a Fund should continue to hold the
security. To the extent that the ratings given by Moodys, Fitch, S&P or NRSRO may change as a result of changes in such organizations or their rating systems, a Fund will attempt to use comparable ratings as standards for investments in
accordance with the investment policies contained in the Prospectus.
Special Risks of High-Yield Investing. As described above, a Fund may hold
low-quality bonds commonly referred to as junk bonds. Junk bonds are regarded as predominantly speculative with respect to the issuers continuing ability to meet principal and interest payments. In particular, such bonds are often
issued by smaller, less creditworthy companies or by highly levered (indebted) companies, which are generally less able than more financially stable companies to make scheduled principal and interest payments. Because investment in low and
lower-medium quality bonds involves greater investment risk, to the extent a Fund holds such bonds, achievement of its investment objective(s) will be more dependent on Dodge & Coxs credit analysis than would be the case if a Fund was
investing in higher-quality bonds. High-yield bonds may be more susceptible to real or perceived adverse economic conditions than investment-grade bonds. A projection of an economic downturn, or higher interest rates, for example, could cause a
decline in high-yield bond prices because the advent of such events could lessen the ability of highly leveraged issuers to make principal and interest payments on their debt securities. In addition, the secondary trading market for high-yield bonds
may be less liquid than the market for higher-grade bonds, which can adversely affect the ability of a Fund to dispose of its portfolio securities. Bonds for which there is only a thin market can be more difficult to value inasmuch as
objective pricing data may be less available and judgment may play a greater role in the valuation process.
Participation on Creditor, Bondholder, or
Shareholder Committees. A Fund may from time to time participate on committees formed by creditors, bondholders, or shareholders, and in connection with such committees may enter into agreements or take other actions to enforce the Funds
rights or protect the value of assets held in the Funds. Such participation may subject a Fund to expenses such as legal fees and may make a Fund an insider of the issuer for purposes of the federal securities laws, and therefore may
restrict such Funds ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by a Fund on such committees also may expose the Fund to potential liabilities under the
federal bankruptcy laws or other laws governing the rights of creditors and debtors.
Eurodollar and Yankee Obligations. Eurodollar bank obligations are
dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations are dollar-denominated obligations issued in the U.S. capital
markets by foreign banks. Eurodollar and Yankee bank obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee) bank
obligations are subject to certain sovereign risks and other risks associated with foreign investments. One such risk the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across
20
their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign
withholding taxes, and the expropriation or nationalization of foreign issues.
Sovereign Debt. Sovereign debt includes investments in securities issued
or guaranteed by a foreign sovereign government or its agencies, authorities, or political subdivisions. An investment in sovereign debt obligations can involve a high degree of risk, including special risks not present in corporate debt
obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due. Holders of sovereign debt may be requested to participate in the
rescheduling of such debt and to extend further loans to governmental entities. In the event of a default by a governmental entity on a sovereign debt obligation, there may be few or no effective legal remedies for collecting on such debt.
DISCLOSURE OF FUND HOLDINGS
The
Funds provide a complete list of their holdings four times in each fiscal year, as of the end of each quarter. The lists also appear in the Funds Semi-Annual and Annual Reports to shareholders. The Funds file the lists with the SEC on Form
N-CSR (second and fourth quarters) and Form N-Q (first and third quarters). Shareholders may view the Funds Forms N-CSR and N-Q on the SECs website at www.sec.gov. Forms N-CSR and N-Q may also be reviewed and copied at the
SECs Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 202-942-8090 (direct) or 800-732-0330 (general SEC number). A list of the Funds quarter-end
holdings is also available at www.dodgeandcox.com and upon request on or about 15 days following each quarter end and remains available on the website until the list is updated in the subsequent quarter.
Occasionally, certain third partiesincluding the Funds service providers, independent rating and ranking organizations,
intermediaries that distribute the Funds shares, institutional investors and othersrequest information about the Funds portfolio holdings. The Board of Trustees has approved policies and procedures relating to disclosure of the
Funds portfolio holdings, which include measures for the protection of non-public portfolio holdings information, and which are designed to protect the interests of shareholders and address potential conflicts of interest that could arise
between the interests of a Funds shareholders, on the one hand, and those of Dodge & Cox, on the other. The Funds policy is to disclose portfolio holdings to third parties only if legally required to do so or when the Funds
believe there is a legitimate business purpose for the Funds to disclose the information and the recipient is subject to a duty of confidentiality, including a duty not to use the information to engage in any trading of the Funds holdings or
Fund shares on the basis of nonpublic information. This duty of confidentiality may exist under law or may be imposed by contract. Confidentiality agreements must be consistent with the policies adopted by the Board of Trustees and in form and
substance acceptable to Dodge & Coxs Legal Department and the Funds Chief Compliance Officer. In situations where the Funds policies and procedures require a confidentiality agreement, persons and entities unwilling to
execute an acceptable confidentiality agreement may only receive portfolio holdings information that has otherwise been publicly disclosed.
The Funds may provide, at any time, portfolio holdings information to their service providers, such as the Funds investment manager,
transfer agent, custodian/fund accounting agent, financial printer, pricing services, auditors, counsel, and proxy voting services, as well as to state, federal, and foreign regulators and government agencies, and as otherwise required by law or
judicial process. Government entities and Fund service providers are generally subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract.
From time to time, Officers of the Funds or Dodge & Cox may express their views orally or in writing on one or more of the
Funds portfolio securities or may state that the Funds have recently purchased or sold one or more securities. Such views and statements may be made to members of the press, shareholders in the Funds, persons considering investing in the Funds
or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations. The nature and content of the views and statements provided to each of these
persons may differ. The securities subject to these views and statements may be ones that were purchased or sold since the Funds most recent quarter-end and therefore may not be reflected on the list of the Funds most recent quarter-end
portfolio holdings disclosed on its website.
21
Additionally, when purchasing and selling its securities through broker-dealers, requesting bids
on securities, obtaining price quotations on securities as well as in connection with litigation involving the Funds portfolio securities, the Funds may disclose one or more of their securities. The Funds have not entered into formal
nondisclosure agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Dodge & Cox believed was misusing the disclosed information.
The Funds Board of Trustees and Dodge & Coxs Legal Department may, on a case-by-case basis, impose additional
restrictions on the dissemination of the Funds portfolio information beyond those described herein.
Dodge & Cox provides
investment advice to clients other than the Funds that have investment objectives that may be substantially similar to those of the Funds. These clients also may have portfolios consisting of holdings substantially similar to those of the Funds and
generally have access to current portfolio holding information for their accounts. These clients do not owe Dodge & Cox or the Funds a duty of confidentiality with respect to disclosure of their portfolio holdings.
Dodge & Coxs portfolio holdings policy requires any violations of the policy that affect the Funds be reported to the
Funds Chief Compliance Officer. If the Funds Chief Compliance Officer, in the exercise of her duties, deems that a violation constitutes a Material Compliance Matter within the meaning of Rule 38a-1 under the 1940 Act, she is
required to report the violation to the Funds Board of Trustees.
MANAGEMENT OF THE FUNDS
TRUSTEES AND OFFICERS
Each
Dodge & Cox Fund is governed by the Board of Trustees of the Trust, which meets regularly to review a wide variety of matters affecting the Funds. The Trustees primary responsibility is oversight of the management of each Fund for the
benefit of its shareholders, not day-to-day management. The Trustees set broad policies for the Funds; monitor Fund operations, service providers, regulatory compliance, performance, and costs; and nominate and select new Trustees. The Trustees also
elect the Funds Officers and are responsible for performing various duties imposed on them by the 1940 Act, the laws of Delaware, and other laws. Dodge & Cox manages the day-to-day operations of the Funds under the direction of the
Board of Trustees. The Board met 5 times during the fiscal year ended December 31, 2013.
Charles F. Pohl, an interested
Trustee, serves as Chairman of the Board of Trustees. The Independent Trustees of the Funds have designated a Lead Independent Trustee, who functions as a spokesperson and principal point of contact for the Independent Trustees. The Lead Independent
Trustee is responsible for coordinating the activities of the Independent Trustees, including calling and presiding at regular executive sessions of the Independent Trustees, developing the agenda of each Board meeting together with the Chairman,
and representing the Independent Trustees in discussions with Dodge & Cox management. John B. Taylor currently serves as Lead Independent Trustee. The Funds Board has determined that its leadership and committee structure is
appropriate because it sets the proper tone for the relationship between the Funds, on the one hand, and Dodge & Cox and the Funds other principal service providers, on the other, and facilitates the exercise of the Boards
independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees and the full Board.
Like other mutual funds, each of the Dodge & Cox Funds is subject to a variety of risks, including, among others, investment,
valuation, compliance, and operational risks. Dodge & Cox and other service providers have primary responsibility for the Funds risk management on a day-to-day basis as part of their overall responsibilities. Dodge & Cox is
also primarily responsible for managing investment risk and its own operational risks as part of its day-to-day investment management responsibilities. Dodge & Cox and the Funds Chief Compliance Officer (who reports directly to the
Boards Independent Trustees) assist the Board in overseeing the significant investment policies of the Funds and monitor the various compliance policies and procedures approved by the Board as part of its oversight responsibilities.
In discharging its oversight responsibilities, the Board of Trustees considers risk management issues throughout the year by reviewing regular
reports prepared by Dodge & Cox and the Funds Chief Compliance Officer, as well as special written reports or presentations provided on a variety of relevant issues, as needed. For
22
example, Dodge & Cox reports to the Board quarterly on the investment performance of the Funds, the financial performance of the Funds, and overall market and economic conditions.
Dodge & Cox also provides regular updates on legal and regulatory developments that may affect the Funds. The Funds Chief Compliance Officer provides regular presentations to the Board at its quarterly meetings. The Funds Chief
Compliance Officer also provides an annual report to the Board concerning, among other things, (i) any material compliance matters relating to the Funds, Dodge & Cox, and the Funds other key service providers; (ii) various
risks identified as part of the Funds compliance program assessments; and (iii) any material recommended changes to policies and procedures. The Funds Chief Compliance Officer also meets regularly in executive session with the
Independent Trustees and communicates any significant compliance-related issues and regulatory developments to the Audit and Compliance Committee between Board meetings.
In addressing issues regarding the Funds risk management between meetings, representatives of Dodge & Cox communicate with the
Lead Independent Trustee and/or the Chairman of the Audit and Compliance Committee and other Independent Trustees. As appropriate, the Trustees confer among themselves, or with Dodge & Cox, the Funds Chief Compliance Officer, and
independent legal counsel, to identify and review risk management issues that may be placed on the full Boards agenda.
The Board
also relies on its committees to administer the Boards oversight function. The Audit and Compliance Committee, which is composed of all Independent Trustees, oversees management of financial and compliance risks and controls. The Audit and
Compliance Committee assists the Board at various times throughout the year in reviewing with Dodge & Cox and the Funds independent auditors matters relating to financial accounting and reporting, systems of internal controls, and the
Funds annual audit process. The Valuation Committee reviews and makes recommendations concerning the fair valuation of portfolio securities and the Funds valuation policies in general. These and the Boards other committees present
reports to the Board that may prompt further discussion of issues concerning the oversight of the Funds risk management. The Board may also discuss particular risks that are not addressed in the committee process.
All of the Trustees bring to the Board a wealth of executive leadership experience. The Board and its Nominating and Governance Committees
select Independent Trustees with a view toward constituting a Board that, as a body, possesses the qualifications, skills, attributes, and experience to appropriately oversee the actions of the Funds service providers, decide upon matters of
general policy, and represent the long-term interests of Fund shareholders. In doing so, they consider the qualifications, skills, attributes, and experience of the current Board members of the Funds, with a view toward maintaining a Board that is
diverse in viewpoint, experience, education, and skills.
The Funds seek Independent Trustees who have high ethical standards and the
highest levels of integrity and commitment, who have inquiring and independent minds, mature judgment, good communication skills, and other complementary personal qualifications and skills that enable them to function effectively in the context of
the Funds Board and committee structure and who have the ability and willingness to dedicate sufficient time to effectively fulfill their duties and responsibilities. The business acumen, experience, and objective thinking of the Trustees are
considered invaluable assets for Dodge & Cox management and the Funds.
The Independent Trustees collectively have a significant
record of accomplishments in governance, business, not-for-profit organizations, government and military service, academia, law, accounting, or other professions. Although no single list could identify all the experience upon which the Funds
Independent Trustees draw in connection with their service, the table below summarizes key experience for each Independent Trustee. These references to the qualifications, attributes, and skills of the Trustees are pursuant to the disclosure
requirements of the U.S. Securities and Exchange Commission, and shall not be deemed to impose any greater responsibility or liability on any Trustee or the Board as a whole. Notwithstanding the qualifications listed below, none of the Independent
Trustees is considered an expert within the meaning of the federal securities laws with respect to information in the Funds registration statement.
Interested Trustees have similar qualifications, skills, and attributes as the Independent Trustees. Interested Trustees are senior executive
officers of Dodge & Cox. This management role with the Funds investment adviser also permits them to make a significant contribution to the Funds Board.
23
The Trustees and Officers of the Funds are listed below. The address for each Trustee and
Officer, unless otherwise noted, is c/o Dodge & Cox, 555 California Street, 40th Floor, San Francisco, CA 94104. Each Trustee and Officer oversees all six portfolios in the Dodge & Cox Funds Complex and serves for an indefinite
term.
Independent Trustees
(The term
Independent Trustee refers to a Trustee who is not an interested person of the Funds within the meaning of the 1940 Act.)
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Name, (Age), Position with the
Trust, and Year of Election or
Appointment as Trustee
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|
Principal Occupation(s) During the Past Five
Years and Other Relevant Experience
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Directorships of Public Companies and
Other Investment Companies During
the Past Five
Years
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Thomas A. Larsen
(64)
Trustee since 2002
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Mr. Larsen has been Senior Counsel of Arnold & Porter LLP (a law firm) since 2013, prior to which he was a Partner. He previously was a Director of Howard, Rice, Nemerovski, Canady, Falk & Rabkin (a law firm) from 1977 to
2011, where he also served as Chair of the Real Estate and Private Client Services Groups. Mr. Larsen previously worked in the Office of the General Counsel of the Environmental Protection Agency. Mr. Larsen has served in leadership positions on
advisory and trustee boards for many charitable, educational, and nonprofit organizations, as well as a private company.
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None
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Ann Mather
(54)
Trustee since 2011
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Ms. Mather has served as the Chief Financial Officer or in other executive financial management positions with numerous public and private companies, including Polo Ralph Lauren, Buena Vista International, Inc., and, most recently,
Pixar Animation Studios where she was CFO from 1999 to 2004. Ms. Mather has also served on a variety of public and private company boards, including as chair of the audit committee for several public company boards.
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Current Director of Google, Inc. (internet information services); Glu Mobile, Inc. (multimedia software); Netflix, Inc. (video services); Shutterfly, Inc. (internet photography services/publishing);and Solazyme Inc. (renewable
oils). Previous Director of Central European Media Enterprises, Ltd. (vertically integrated media services) and MoneyGram International, Inc. (business services)
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Robert B. Morris III
(61)
Trustee since 2011
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Mr. Morris most recently has served as an adviser to various financial services firms. During his career in the financial services industry, Mr. Morris worked with many leading firms, including Wells Fargo, Montgomery Securities,
Prudential-Bache Securities, and Goldman Sachs, where he was a partner and managing director. Mr. Morris has served on advisory and trustee boards for many charitable, educational, and nonprofit organizations.
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None
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24
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Name, (Age), Position with the
Trust, and Year of Election or
Appointment as Trustee
|
|
Principal Occupation(s) During the Past Five
Years and Other Relevant Experience
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|
Directorships of Public Companies and
Other Investment Companies During
the Past Five
Years
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Gary Roughead
(62)
Trustee since December 2013
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Admiral Roughead (Ret.) has served since 2011 as the Annenberg Distinguished Visiting Fellow at the Hoover Institution at Stanford University. Admiral Roughead is a member of the Arctic Security Initiative (Chair), Task Force on
Energy Policy, Military History Working Group and Foreign Policy Working Group at the Hoover Institution. From 1973 to 2011, Admiral Roughead served in the U.S. Navy. From 2007 to 2011, Admiral Roughead was the Chief of Naval Operations. During that
period, Admiral Roughead was a Senior Officer in the U.S. Navy, Naval Advisor to the President and Secretary of Defense and a Member of the Joint Chiefs of Staff.
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Current Director, Northrop Grumman Corp. (global security)
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Mark E. Smith
(62)
Trustee since April 2014
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Mr. Smith served as a consultant from 2012 to 2013 at Brown Brothers Harriman, an investment management company, and at Loomis Sayles & Company, L.P., an investment bank. Prior to 2012, Mr. Smith served as Executive Vice
President, Managing Director-Fixed Income at Loomis Sayles & Company, L.P. Mr. Smith previously served (until 2011) as Director of Loomis Sayles & Company, L.P. (an investment bank), Loomis Sayles Distributors, L.P. (a broker-dealer), Loomis
Sayles Trust Company, LLC (a private placement entity), Loomis Sayles Long Short Fund, LP (a hedge fund), and other related entities.
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None
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John B. Taylor
(67)
Trustee since 2005
(and 1998-2001)
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Mr. Taylor has been a Professor of Economics at Stanford University since 1984 and a Senior Fellow at the Hoover Institution since 1996. He has served in numerous government positions, including, most recently, Under Secretary for
International Affairs at the United States Treasury from 2001 to 2005. Previous government positions include service as a Director of the Overseas Private Investment Corporation, on the Advisory Panel of the Congressional Budget Office, and both a
Member and Senior Staff Economist of the Presidents Council of Economic Advisers. Mr. Taylor is actively involved in many economics professional societies.
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None
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25
Interested Trustees
(Each Interested Trustee is an employee of Dodge & Cox in an executive position and is an interested person of the Trust as defined in the
1940 Act.)
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Name, (Age), Position with the
Trust, and Year of Election or
Appointment as Trustee
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|
Principal Occupation(s) During the Past Five
Years and Other Relevant Experience
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Directorships of Public Companies
and Other Investment Companies
During the Past Five Years
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Dana M. Emery
(52)
President
Trustee since 1993
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Chief Executive Officer (since 2013), President (since 2011), Executive Vice President (2011), and Director of Dodge & Cox; Director of Fixed Income, Portfolio Manager and member of Fixed Income Investment Policy Committee
(FIIPC) and Global Bond Investment Policy Committee (GBIPC) (as of May 2014). Ms. Emery joined Dodge & Cox in 1983.
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None
|
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Charles F. Pohl
(56)
Chairman
Trustee since April 2014
|
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Chairman (as of May 2013), Co- President (2011-2013), Senior Vice President (until 2011), and Director of Dodge & Cox; Chief Investment Officer, Portfolio Manager, Investment Analyst, and member of Investment Policy Committee
(IPC), Global Stock Investment Policy Committee (GSIPC), International Investment Policy Committee (IIPC), and FIIPC. Mr. Pohl joined Dodge & Cox in 1984.
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Officers
|
|
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|
|
Name and (Age)
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|
Position(s) with the Trust
(Year of Election or Appointment)
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|
Principal Occupation(s) During the Past Five
Years
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Diana S. Strandberg
(54)
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Senior Vice President
(Officer since
2005)
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Senior Vice President (since 2011), Vice President (until 2011), and Director (since 2011) of Dodge & Cox; Director of International Equity (since 2009), Portfolio Manager, Investment Analyst, and member of IPC, GSIPC, IIPC, and
GBIPC (as of May 2014)
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Philippe Barret, Jr.
(37)
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Vice President
(Officer since 2010)
|
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Vice President (since 2009) of Dodge & Cox; Portfolio Manager, Investment Analyst, and member of IPC (since 2013)
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Lily S. Beischer
(44)
|
|
Vice President
(Officer since 2008)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of GSIPC
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Wendell W. Birkhofer
(57)
|
|
Vice President
(Officer since 2001)
|
|
Vice President of Dodge & Cox, Portfolio Manager, and member of IPC
|
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Anthony J. Brekke
(39)
|
|
Vice President
(Officer since 2008)
|
|
Vice President of Dodge & Cox, Portfolio Manager, and member of FIIPC
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|
Richard T. Callister
(42)
|
|
Vice President
(Officer since 2010)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of IIPC (since 2012)
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C. Bryan Cameron
(56)
|
|
Vice President
(Officer since 2004)
|
|
Senior Vice President (since 2011) and Vice President (until 2011) of Dodge & Cox, Director of Research, Portfolio Manager, Investment Analyst, and member of IPC and IIPC
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James H. Dignan
(44)
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|
Vice President
(Officer since 2004)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of FIIPC and GBIPC (as of May 2014)
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|
Mario C. DiPrisco
(38)
|
|
Vice President
(Officer since 2005)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of IIPC
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|
|
Thomas S. Dugan
(49)
|
|
Vice President
(Officer since 2001)
|
|
Senior Vice President (since 2011), Vice President (until 2011), and Director (since 2011) of Dodge & Cox; Associate Director of Fixed Income (since 2009), Portfolio Manager, Investment Analyst, and member of FIIPC and GBIPC (as
of May 2014)
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26
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|
|
|
|
Name and (Age)
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|
Position(s) with the Trust
(Year of Election or Appointment)
|
|
Principal Occupation(s) During the Past Five
Years
|
|
|
|
John A. Gunn
(70)
|
|
Senior Vice President
(Office since
2014)
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Chairman Emeritus (2011-2013), Chairman (until 2011), Chief Executive Officer (until 2010), and Director of Dodge & Cox; Portfolio Manager and member of Investment Policy Committee (IPC), Global Stock Investment Policy
Committee (GSIPC) (until 2014), Fixed Income Investment Policy Committee (FIIPC) (until 2008), and International Investment Policy Committee (IIPC).
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David C. Hoeft
(46)
|
|
Vice President
(Officer since 2004)
|
|
Senior Vice President (since 2011), Vice President (until 2011), and Director (since 2011) of Dodge & Cox; Associate Director of Research (since 2009), Portfolio Manager, Investment Analyst, and member of IPC
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Keiko Horkan
(43)
|
|
Vice President
(Officer since 2007)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of IIPC
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|
|
Lucinda I. Johns
(40)
|
|
Vice President
(Officer since 2010)
|
|
Vice President (since 2009) of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of FIIPC (since 2012) and GBIPC (as of May 2014)
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|
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|
Roger G. Kuo
(42)
|
|
Vice President
(Officer since 2006)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of IIPC and GSIPC (since 2010)
|
|
|
|
Karol Marcin
(41)
|
|
Vice President
(Officer since 2008)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of GSIPC
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|
|
|
Raymond J. Mertens, Jr.
(41)
|
|
Vice President
(Officer since 2010)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of GSIPC (as of May 2014)
|
|
|
|
Kent E. Radspinner
(47)
|
|
Vice President
(Officer since 2003)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of FIIPC
|
|
|
|
Larissa K. Roesch
(47)
|
|
Vice President
(Officer since 2003)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of FIIPC
|
|
|
|
Adam S. Rubinson
(47)
|
|
Vice President
(Officer since 2008)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of FIIPC (since 2010) and GBIPC (as of May 2014)
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|
|
Gabriel Sod Hoffs
(46)
|
|
Vice President
(Officer since 2012)
|
|
Portfolio Manager, Investment Analyst of Dodge & Cox (since 2011) and member of GBIPC (as of May 2014); Macro Investment Professional at Farallon Capital Management (2007-2011)
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|
|
Gregory R. Serrurier
(58)
|
|
Vice President
(Officer since 2001)
|
|
Senior Vice President (since 2011) and Vice President (until 2011) of Dodge & Cox, Portfolio Manager, and member of IPC and IIPC
|
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|
|
Steven C. Voorhis
(44)
|
|
Vice President
(Officer since 2006)
|
|
Vice President of Dodge & Cox, Portfolio Manager, Investment Analyst, and member of IPC and GSIPC
|
|
|
|
Englebert T. Bangayan
(35)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President (since 2011) of Dodge & Cox and Investment Analyst
|
|
|
|
Matthew A. Beck
(41)
|
|
Assistant Vice President
(Officer since
2009)
|
|
Vice President (since 2012) of Dodge & Cox and Client Service Representative
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|
|
Damon T. Blechen
(37)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Vice President (since 2009) of Dodge & Cox and Investment Analyst (since 2012); Equity Trader (until 2012)
|
|
|
|
James T. Borden
(54)
|
|
Assistant Vice President
(Officer since
2004)
|
|
Vice President of Dodge & Cox and Portfolio Manager
|
|
|
|
Gazelle S.J. Brown
(29)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Client Service Representative of Dodge & Cox (since 2013); Business Development, WHV Investment Management (2008-2013)
|
27
|
|
|
|
|
Name and (Age)
|
|
Position(s) with the Trust
(Year of Election or Appointment)
|
|
Principal Occupation(s) During the Past Five
Years
|
|
|
|
Steven H. Cassriel
(52)
|
|
Assistant Vice President
(Officer since
2001)
|
|
Vice President of Dodge & Cox, Portfolio Manager, and Investment Analyst
|
|
|
|
Alexander J. Chartz
(26)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Fixed Income Client Service Associate (since 2011) and Operations Associate (2009-2011) of Dodge & Cox
|
|
|
|
Sophie Chen
(30)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Investment Analyst of Dodge & Cox (since 2012); Stanford Graduate School of Business MBA Program (2010-2012); Director of Tiger Asia Management (2007-2010)
|
|
|
|
Linda K. Chong
(41)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President (since 2009) of Dodge & Cox and Investment Analyst
|
|
|
|
Robert T. Curran
(38)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Vice President (since 2012) of Dodge & Cox and Fund Administration and Client Service Representative
|
|
|
|
Deirdre A. Curry
(47)
|
|
Assistant Vice President
(Officer since
2011)
|
|
Client Service Representative of Dodge & Cox (since 2010); Senior Relationship Manager of Blackrock Inc. (2001-2010)
|
|
|
|
Shawn G. Dahlem
(48)
|
|
Assistant Vice President
(Officer since
2009)
|
|
Vice President (since 2013) of Dodge & Cox and Portfolio Manager
|
|
|
|
Rameez Dossa
(30)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Investment Analyst of Dodge & Cox (since 2013); Harvard Business School MBA Program (2011-2013); Associate, TPG Capital (2007-2011)
|
|
|
|
David J. Edwards
(52)
|
|
Assistant Vice President
(Officer since
2001)
|
|
Vice President of Dodge & Cox and Client Service Representative
|
|
|
|
Karim A. Fakhry
(36)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President (since 2010) of Dodge & Cox and Investment Analyst
|
|
|
|
Kathryn O. Fast
(40)
|
|
Assistant Vice President
(Officer since
2009)
|
|
Vice President (since 2009) of Dodge & Cox and Client Service Representative
|
|
|
|
Allen C. Feldman
(28)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Investment Analyst (since 2013) and Research and Trading Associate (until 2013) of Dodge & Cox
|
|
|
|
Benjamin V. Garosi
(34)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President (since 2013) and Investment Analyst (since 2009) of Dodge & Cox
|
|
|
|
Steven T. Gorski
(44)
|
|
Assistant Vice President
(Officer since
2001)
|
|
Vice President of Dodge & Cox and Client Service Representative
|
|
|
|
Amy R. Grandstaff
(26)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Client Service Representative of Dodge & Cox (since 2010); University of Puget Sound BA (2006-2010)
|
|
|
|
Glen S. Guymon
(44)
|
|
Assistant Vice President
(Officer since
2009)
|
|
Vice President (since 2012), Senior Counsel (since 2013), and Associate Counsel (until 2013) of Dodge & Cox
|
|
|
|
John N. Iannuccillo
(45)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President of Dodge & Cox and Investment Analyst
|
|
|
|
Kevin D. Johnson
(52)
|
|
Assistant Vice President
(Officer since
2001)
|
|
Vice President of Dodge & Cox, Portfolio Manager, and Investment Analyst
|
|
|
|
Roberta R.W. Kameda
(53)
|
|
Assistant Vice President and
Assistant
Secretary
(Officer since 2006)
|
|
Vice President (since 2009), General Counsel (since 2011), and Senior Counsel (until 2011) of Dodge & Cox
|
|
|
|
Nancy A. Kellerman
(43)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President of Dodge & Cox, Portfolio Manager, and Investment Analyst
|
|
|
|
Michael Kiedel
(38)
|
|
Assistant Vice President
(Officer since
2011)
|
|
Vice President (since 2012) and Investment Analyst of Dodge & Cox
|
|
|
|
Mary E. Klabunde
(55)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Vice President of Dodge & Cox and Fund Administration and Client Service Representative
|
28
|
|
|
|
|
Name and (Age)
|
|
Position(s) with the Trust
(Year of Election or Appointment)
|
|
Principal Occupation(s) During the Past Five
Years
|
|
|
|
Thinh V. Le
(39)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President of Dodge & Cox and Investment Analyst
|
|
|
|
Nicholas V. Lockwood
(35)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President (since 2013) and Investment Analyst of Dodge & Cox
|
|
|
|
Hallie W. Marshall
(35)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Portfolio Manager and Investment Analyst of Dodge & Cox (since 2011); Haas School of Business at the University of California, Berkeley MBA Program (2009-2011)
|
|
|
|
Kathleen Grey McCarthy
(34)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President (since 2012) of Dodge & Cox and Investment Analyst
|
|
|
|
Molly K. Myers
(39)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Portfolio Manager (since 2013) of Dodge & Cox and Portfolio Manager Associate (2009-2013)
|
|
|
|
Joel-Patrick Millsap
(34)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President (since 2011) of Dodge & Cox and Investment Analyst
|
|
|
|
Masato Nakagawa
(33)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Investment Analyst of Dodge & Cox (since 2012); Portfolio Manager at Freddie Mac (2003-2012)
|
|
|
|
Ria T. Nickens
(43)
|
|
Assistant Vice President
(Officer since
2002)
|
|
Vice President (since 2009) of Dodge & Cox and Client Service Representative
|
|
|
|
Shirlee R. Neil
(49)
|
|
Assistant Vice President
(Officer since
2005)
|
|
Vice President of Dodge & Cox, and Portfolio Manager
|
|
|
|
Amanda L. Nelson
(42)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President of Dodge & Cox and Investment Analyst
|
|
|
|
Stephanie D. Notowich
(48)
|
|
Assistant Vice President
(Officer since
2005)
|
|
Vice President of Dodge & Cox and Portfolio Manager
|
|
|
|
Arun R. Palakurthy
(33)
|
|
Assistant Vice President
(Officer since
2011)
|
|
Vice President (since 2012) of Dodge & Cox and Investment Analyst
|
|
|
|
E. Saul Pena
(36)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President (since 2009) of Dodge & Cox and Investment Analyst
|
|
|
|
Salil A. Phadnis
(29)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Investment Analyst of Dodge & Cox (since 2013); Wharton School at the University of Pennsylvania MBA Program (2011-2013); Research Associate, Dodge & Cox (2009-2011)
|
|
|
|
Lynn A. Poole
(54)
|
|
Assistant Vice President
(Officer since
2001)
|
|
Vice President of Dodge & Cox, Portfolio Manager, and Investment Analyst
|
|
|
|
Nils M. Reuter
(34)
|
|
Assistant Vice President
(Officer since
2010)
|
|
Vice President (since 2010) of Dodge & Cox and Investment Analyst
|
|
|
|
Murray J. Rolfe
(42)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Vice President of Dodge & Cox, Operations Manager (since 2013), and Performance and Reporting Manager (until 2013)
|
|
|
|
Matthew B. Schefer
(29)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Investment Analyst (since 2011) and Research Associate (2008-2011) of Dodge & Cox
|
|
|
|
Tara E. Shamia
(37)
|
|
Assistant Vice President
(Officer since
2005)
|
|
Vice President (since 2012) of Dodge & Cox and Client Service Representative
|
|
|
|
Varinia T. Siefker
(34)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Intermediary Operations Relationship Manager of Dodge & Cox (since 2014); Portfolio Strategist and Product Manager, Charles Schwab Investment Management (2011-2013); Marketing Product Manager, Principal Funds Distributor
(2009-2011)
|
|
|
|
Paritosh Somani
(35)
|
|
Assistant Vice President (Officer since 2012)
|
|
Vice President (since 2012) of Dodge & Cox and Investment Analyst
|
|
|
|
Savvy S. Soun
(41)
|
|
Assistant Vice President
(Officer since
2013)
|
|
Vice President of Dodge & Cox and Equity Trading Manager
|
29
|
|
|
|
|
Name and (Age)
|
|
Position(s) with the Trust
(Year of Election or Appointment)
|
|
Principal Occupation(s) During the Past Five
Years
|
|
|
|
Jay J. Stock
(52)
|
|
Assistant Vice President
(Officer since
2011)
|
|
Vice President (since 2009) of Dodge & Cox and Investment Analyst
|
|
|
|
Robert S. Turley
(34)
|
|
Assistant Vice President
(Officer since
2014)
|
|
Investment Analyst of Dodge & Cox (since 2013); Harvard University Ph.D. Program in Business Economics (2008-2013)
|
|
|
|
Eric R. Warner
(52)
|
|
Assistant Vice President
(Officer since
2006)
|
|
Vice President (since 2009) of Dodge & Cox and Portfolio Manager
|
|
|
|
Tae Yamaura
(41)
|
|
Assistant Vice President
(Officer since
2012)
|
|
Vice President (since 2012) of Dodge & Cox and Investment Analyst
|
|
|
|
Thomas M. Mistele
(60)
|
|
Secretary
(Officer since 1998)
|
|
Chief Operating Officer, Director, Secretary, Senior Counsel (since 2011) and General Counsel (until 2011) of Dodge & Cox
|
|
|
|
David H. Longhurst
(56)
|
|
Treasurer
(Officer since 2006)
|
|
Vice President and Assistant Treasurer of Dodge & Cox
|
|
|
|
John M. Loll
(48)
|
|
Assistant Treasurer and Assistant Secretary
(Officer since 2000)
|
|
Vice President and Treasurer of Dodge & Cox
|
|
|
|
Katherine M. Primas
(39)
|
|
Chief Compliance Officer
(Officer since
2009)
|
|
Vice President (since 2011) and Chief Compliance Officer of Dodge & Cox
|
The Board of Trustees has the five standing committees listed below:
|
|
|
|
|
|
|
|
|
Functions
|
|
Members
|
|
Number of
Meetings Held
During the Last
Fiscal Year
|
Audit and Compliance Committee
|
|
Oversee the accounting and financial reporting processes of the Trust and each of its series and its internal controls and, as the Committee deems appropriate, inquire into the internal controls of certain third-party service
providers; oversee the quality and integrity of the Funds financial statements and the independent audit thereof; oversee, or, as appropriate, assist Board of Trustees oversight of, the Funds compliance with legal and regulatory
requirements that relate to the Funds accounting and financial reporting, internal controls and independent audits; approve prior to appointment the engagement of the Funds independent auditors and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the Funds independent auditors; and act as a liaison between the Funds independent auditors and Chief Compliance Officer and the Board.
|
|
Thomas A. Larsen Ann Mather
(Chairman)
Robert B. Morris
Gary Roughead
Mark E. Smith
John B. Taylor
|
|
2
|
Contract Review Committee
|
|
Consider the renewal of the Investment Management Agreements between the Funds and Dodge & Cox pursuant to Section 15(c) of the 1940 Act, and such other material contracts as the Board and Committee deem appropriate.
|
|
Thomas A. Larsen
(Chairman)
Ann Mather
Robert B. Morris
Gary Roughead
Mark E. Smith
John B. Taylor
|
|
2
|
30
|
|
|
|
|
|
|
|
|
Functions
|
|
Members
|
|
Number of
Meetings Held
During the Last
Fiscal Year
|
Governance
Committee
|
|
Nominate proposed members of committees of the Board; evaluate and recommend to the Board the compensation of Trustees and Trustee expense reimbursement policies; evaluate the performance of the Board as deemed necessary.
|
|
Thomas A. Larsen Ann Mather
Robert B.
Morris
Gary Roughead
Mark E. Smith
John B. Taylor
(Chairman)
|
|
4
|
Nominating
Committee
|
|
Determine such standards or qualifications for nominees to serve as Trustees, if any, as the Committee deems appropriate; identify possible candidates to become members of the Board in the event that a Trustee position is vacated or
created and/or in contemplation of a shareholders meeting at which one or more Trustees is to be elected; and consider and evaluate such candidates and recommend Trustee nominees for the Boards approval.
|
|
Thomas A. Larsen
Ann Mather
Robert B. Morris
Gary Roughead
Mark E. Smith
John B. Taylor
(Chairman)
|
|
7
|
Valuation
Committee
|
|
Review and approve the Funds valuation policies; provide oversight for pricing of securities and calculation of net asset value; review fair valuations and determinations of liquidity of the Funds
securities.
|
|
Thomas A. Larsen
Ann Mather
Robert B. Morris
(Chairman)
Gary Roughead
Mark E. Smith
John B. Taylor
|
|
1
|
Trustees and Officers of the Trust affiliated with Dodge & Cox hold a controlling interest in Dodge & Cox.
As of March 31, 2014, the Officers and Trustees of the Trust owned less than 1% of the outstanding shares of Dodge & Cox Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund, and
Dodge & Cox Income Fund. As of March 31, 2014, the Officers and Trustees of the Trust owned [ ]% of the outstanding shares of Dodge & Cox Global Stock Fund.
The following table shows the dollar range of any equity securities beneficially owned by the Trustees in any of the Funds in the Dodge & Cox Funds
Complex as of December 31, 2013.
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of Equity Securities in the
Funds
|
|
Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen
by Trustee in Family of
Investment
Companies
|
Interested Trustees
|
|
|
|
|
|
|
Charles F. Pohl
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
Over $100,000
Over $100,000
Over $100,000
Over $100,000
Over $100,000
|
|
Over $100,000
|
31
|
|
|
|
|
|
|
Name of
Trustee
|
|
Dollar Range of Equity Securities in the Funds
|
|
Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen
by Trustee in Family of
Investment
Companies
|
Dana M. Emery
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
Over $100,000
Over $100,000
Over $100,000
Over $100,000
Over
$100,000
|
|
Over $100,000
|
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
Thomas A. Larsen
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
Over $100,000
Over $100,000
Over $100,000
none
Over $100,000
|
|
Over $100,000
|
Ann Mather
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
$10,001-$50,000
$10,001-$50,000
$10,001-$50,000
$10,001-$50,000
$10,001-$50,000
|
|
Over $100,000
|
Robert B. Morris
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
Over $100,000
Over $100,000
Over $100,000
Over $100,000
none
|
|
Over $100,000
|
Gary Roughead*
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
$10,001-$50,000
$10,001-$50,000
none
$10,001-$50,000
none
|
|
$10,001-$50,000
|
Mark E. Smith**
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
[ ]
|
|
|
John B. Taylor
|
|
Dodge & Cox Stock Fund
Dodge & Cox
Global Stock Fund
Dodge & Cox International Stock Fund
Dodge & Cox Balanced Fund
Dodge & Cox Income
Fund
|
|
Over $100,000
none
Over $100,000
none
Over $100,000
|
|
Over $100,000
|
*
|
Joined the Board of Trustees on December 17, 2013; Fund holdings are as of February 15, 2014.
|
**
|
Joined the Board of Trustees on [ ]; Fund holdings are as of [ ].
|
The following table shows compensation paid by the Trust to Independent Trustees. The Trust does not pay any other remuneration to its Officers or Trustees,
and has no bonus, profit-sharing, pension, or retirement plan.
|
|
|
Independent Trustee
|
|
Total Compensation from Funds and the Dodge & Cox Funds
Complex paid to Trustees for
Year Ended December 31, 2013
|
L. Dale Crandall*
|
|
$230,000
|
Thomas A. Larsen
|
|
$210,000
|
Ann Mather
|
|
$200,000
|
Robert B. Morris
|
|
$225,000
|
32
|
|
|
|
|
Independent Trustee
|
|
Total Compensation from Funds and the Dodge & Cox Funds
Complex paid to Trustees
for Year Ended December 31, 2013
|
|
Gary Roughead**
|
|
$
|
00
|
|
John B. Taylor
|
|
$
|
210,000
|
|
*
|
Retired from the Board of Trustees effective April 2014
|
**
|
Joined the Board of Trustees on December 17, 2013
|
CODE OF ETHICS
The Funds and Dodge & Cox have adopted a Code of Ethics under Rule 17j-1 of the 1940 Act. Dodge & Cox employees with access to information
(access persons) about the purchase or sale of securities in a Funds portfolio may engage in personal securities transactions, including securities purchased or held by the Funds. However, the Code of Ethics requires, among other provisions,
that access persons obtain approval before executing certain personal trades. The Code of Ethics is designed to place the interests of the Funds shareholders before the interests of the people who manage the Funds. The Code of Ethics is on
file with the SEC.
PROXY VOTING POLICIES AND PROCEDURES
Dodge & Cox Funds Proxy Voting Policies and Procedures are attached to this SAI as Appendix B. Information regarding how the Funds voted proxies
relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 800-621-3979; or on or the Funds website at www.dodgeandcox.com, and (2) on the
SECs website at www.sec.gov.
PRINCIPAL HOLDERS OF SECURITIES
On March 31, 2014, National Financial Services, 200 Seaport Boulevard, Boston, MA 02210, owned of record
[ ] shares ([ ]%), [ ] shares
([ ]%), [ ] shares ([ ]%),
[ ] shares ([ ]%), and [ ] ([ ]%) of the outstanding shares of Dodge & Cox
Stock Fund, Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund and Dodge & Cox Income Fund, respectively.
The Charles Schwab Corporation, 211 Main Street, San Francisco, CA 94105, owned of record
[ ] shares ([ ]%), [ ] shares
([ ]%), [ ] shares ([ ]%),
[ ] shares ([ ]%), and [ ] shares
([ ]%) of the outstanding shares of Dodge & Cox Stock Fund, Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund and Dodge & Cox Income
Fund, respectively.
Edward Jones, 12555 Manchester Road, Saint Louis, MO 63131, owned of record [ ]
([ ]%) of the outstanding shares of Dodge & Cox Income Fund.
A person owning 25% or more of the
outstanding shares of a Fund may be presumed to control (as that term is defined in the 1940 Act) such Fund. On May 1, 2014, Dodge & Cox owned of record 100% of the outstanding shares of Dodge & Cox Global Bond
Fund. As a result, Dodge & Cox would have the ability to vote a majority of the shares of the Dodge & Cox Global Bond Fund on any matter requiring shareholder approval.
The Trust knows of no other person who owns beneficially or of record more than 5% of the outstanding shares of any Fund.
INVESTMENT MANAGER
Dodge & Cox, 555 California Street, 40
th
Floor, San Francisco, CA 94104, a California
corporation, is employed by the Trust as manager and investment adviser of the Funds, subject to the direction of the Board of Trustees. Dodge & Cox is one of the oldest professional investment management firms in the United States, having
acted continuously as investment managers since 1930, and has served as manager and investment adviser for the Funds since each Funds inception.
Dodge & Cox is not engaged in the brokerage business nor in the business of dealing in or selling securities. Its activities are
devoted to investment research and the supervision of investment accounts for individuals, trustees, corporations, pension and profit-sharing funds, public entities, and charitable institutions. The Dodge & Cox Stock Fund, Balanced Fund,
and Global Bond Fund each pay Dodge & Cox a management fee which is payable monthly at the annual rate of 0.50% of the average daily net asset value of each Fund. The Dodge &
33
Cox Global Stock Fund and International Stock Fund each pay Dodge & Cox a management fee which is payable monthly at the annual rate of 0.60% of the average daily net asset value of the
Fund. The Dodge & Cox Income Fund pays Dodge & Cox a management fee which is payable monthly at the annual rate of 0.50% of the average daily net asset value of the Fund up to $100 million and 0.40% of the average daily net asset
value of the Fund in excess of $100 million.
The Investment Management Agreements with the Dodge & Cox Stock Fund and Income
Fund provide that Dodge & Cox will waive its fee for any calendar year to the extent that such fee plus all other ordinary operating expenses paid by the Fund exceed 0.75% and 1%, respectively, of the average daily net asset value of the
Fund. No waiver of management fee was required for 2013 under the agreements. For the fiscal periods ending December 31, 2014 and 2015, Dodge & Cox has contractually agreed to reimburse the Dodge & Cox Global Bond Fund for all
ordinary expenses to the extent necessary to maintain its total fund operating expenses at 0.60%. The agreement is renewable annually thereafter and is subject to termination upon 30 days written notice by either party. Investment management
fees received by Dodge & Cox from the Funds for the last three years were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Dodge & Cox Stock Fund
|
|
$
|
238,546,912
|
|
|
$
|
196,296,447
|
|
|
$
|
205,646,420
|
|
Dodge & Cox Global Stock Fund
|
|
|
19,554,607
|
|
|
|
13,233,494
|
|
|
|
11,490,296
|
|
Dodge & Cox International Stock Fund
|
|
|
277,562,377
|
|
|
|
227,863,650
|
|
|
|
253,217,597
|
|
Dodge & Cox Balanced Fund
|
|
|
66,981,438
|
|
|
|
62,346,463
|
|
|
|
69,707,857
|
|
Dodge & Cox Income Fund
|
|
|
103,980,437
|
|
|
|
101,872,398
|
|
|
|
94,070,507
|
|
The contracts may be terminated at any time without penalty upon 60 days written notice by action of the Trustees,
shareholders or by Dodge & Cox. The contracts will terminate automatically should there be an assignment thereof. In addition to Dodge & Coxs fee, each Fund pays other direct expenses, including transfer agent, custodial,
accounting, legal, insurance and audit fees; costs of preparing and printing prospectuses and reports sent to shareholders; registration fees and expenses; proxy and shareholder meeting expenses; membership dues for trade associations; legal
expenses for Independent Legal Counsel to the Independent Trustees of the Trust; and Trustee fees and expenses. In 2013, the ratio of total operating expenses to average net assets of Dodge & Cox Stock Fund, Global Stock Fund, International
Stock Fund, Balanced Fund and Income Fund were 0.52%, 0.65%, 0.64%, 0.53% and 0.43%, respectively. Dodge & Cox furnishes personnel and other facilities necessary for the operation of the Funds for which it receives no additional
compensation. Dodge & Cox supervises the operations of the Funds and directs the investment and reinvestment of its assets and furnishes all executive personnel and office space required.
Dodge & Cox serves as investment manager of each Subsidiary. Pursuant to the Investment Management Agreement between each Subsidiary and
Dodge & Cox, Dodge & Cox does not receive compensation from the Subsidiary for the portfolio management and administrative services it provides to a Subsidiary. The direct expenses of a Subsidiary, including transfer agent,
custodial, accounting, legal, insurance and audit fees, organizational expenses, and taxes and governmental fees, are borne by the relevant Fund. Each Investment Management Agreement between the Subsidiary and Dodge & Cox may be terminated
at any time without penalty upon 60 days written notice by action of the Subsidiarys directors or by Dodge & Cox, and will terminate automatically should there be an assignment thereof.
INVESTMENT COMMITTEE MEMBERS
As
described in the Funds Prospectus, the Dodge & Cox Stock Funds investments and the stock portion of the Dodge & Cox Balanced Fund are managed by Dodge & Coxs Investment Policy Committee (
IPC
), and
no one
34
IPC member is primarily responsible for making investment recommendations for the Funds. The IPC also makes asset allocation decisions among equity and debt securities in the Dodge & Cox
Balanced Fund. The Dodge & Cox Global Stock Funds investments are managed by Dodge & Coxs Global Stock Investment Policy Committee (
GSIPC
), and no one GSIPC member is primarily responsible for making investment
recommendations for the Fund. The Dodge & Cox International Stock Funds investments are managed by Dodge & Coxs International Investment Policy Committee (
IIPC
), and no one IIPC member is primarily responsible
for making investment recommendations for the Fund. The Dodge & Cox Income Funds investments and the debt portion of the Dodge & Cox Balanced Fund are managed by Dodge & Coxs Fixed Income Investment Policy
Committee (
FIIPC
), and no one FIIPC member is primarily responsible for making investment recommendations for the Funds. The Dodge & Cox Global Bond Funds investments are managed by Dodge & Coxs Global Bond
Investment Policy Committee (
GBIPC
), and no one GBIPC member is primarily responsible for making investment recommendations for the Fund. The research work of Dodge & Cox is organized for comprehensive and continuous appraisal of the
economy and of various industries and companies. Supplemental research facilities are used to obtain additional coverage of business and financial developments affecting comparative security values.
Other Accounts Managed By Investment Committee Members
The investment committee members may also be responsible for the day-to-day management of other accounts, as indicated by the following table. None of these
accounts has an advisory fee based on the performance of the account.
35
Dodge & Cox Stock Fund (number of accounts and total assets is as of December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge &
Cox Funds)
|
|
|
Other Pooled
Investment Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
IPC Members
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Gunn
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
71,944,132,160
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Pohl
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
96,598,216,261
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Bryan Cameron
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
68,020,142,064
|
|
|
|
167,017,470
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana S. Strandberg
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
71,944,132,160
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Hoeft
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
130,462,797
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory R. Serrurier
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
33
|
|
Total Assets in Other Accounts Managed
|
|
|
68,020,142,064
|
|
|
|
167,017,470
|
|
|
|
2,245,975,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendell W. Birkhofer
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
1
|
|
|
|
73
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
130,462,797
|
|
|
|
5,739,729,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C. Voorhis
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
18,327,915,202
|
|
|
|
551,315,749
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Barret, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
130,462,797
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
Dodge & Cox Global Stock Fund (number of accounts and total assets is as of December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
GSIPC Members
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Pohl
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
147,521,741,697
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana S. Strandberg
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
122,867,657,596
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C. Voorhis
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
69,251,440,638
|
|
|
|
551,315,749
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karol Marcin
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
420,852,952
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lily S. Beischer
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
420,852,952
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger G. Kuo
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
53,616,216,958
|
|
|
|
457,407,625
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raymond J. Mertens
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Mr. Mertens was appointed to the GSIPC effective February 28, 2014.
|
Dodge & Cox
International Stock Fund (number of accounts and total assets is as of December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
IIPC Members
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Gunn
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
73,175,430,734
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Pohl
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
97,829,514,835
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana S. Strandberg
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
73,175,430,734
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Bryan Cameron
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
69,251,440,638
|
|
|
|
167,017,470
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory R. Serrurier
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
33
|
|
Total Assets in Other Accounts Managed
|
|
|
69,251,440,638
|
|
|
|
167,017,470
|
|
|
|
2,245,975,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment Vehicles
|
|
|
Other Accounts
(Dodge & Cox
Separately
Managed Accounts)
|
|
Mario C. DiPrisco
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
36,554,673
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger G. Kuo
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
3,923,990,096
|
|
|
|
457,407,625
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keiko Horkan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
36,554,673
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard T. Callister
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
36,554,673
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dodge & Cox Balanced Fund (number of accounts and total assets is as of December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
IPC and FIIPC Members
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Gunn
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
112,387,722,586
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dana M. Emery
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
6
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
2,431,213,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Pohl
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
137,041,806,687
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Bryan Cameron
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
108,463,732,490
|
|
|
|
167,017,470
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana S. Strandberg
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
3
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
112,387,722,586
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Dugan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
18
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
8,014,127,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David C. Hoeft
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
54,847,515,532
|
|
|
|
130,462,797
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory R. Serrurier
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
33
|
|
Total Assets in Other Accounts Managed
|
|
|
108,463,732,490
|
|
|
|
167,017,470
|
|
|
|
2,245,975,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
Wendell W. Birkhofer
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
1
|
|
|
|
73
|
|
Total Assets in Other Accounts Managed
|
|
|
54,847,515,532
|
|
|
|
130,462,797
|
|
|
|
5,739,729,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C. Voorhis
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
2
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
58,771,505,628
|
|
|
|
551,315,749
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kent E. Radspinner
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
22
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
5,777,500,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larissa K. Roesch
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
28
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
9,205,176,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Dignan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
8
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
2,499,560,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony J. Brekke
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
5
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
1,624,992,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam S. Rubinson
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucinda I. Johns
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
24,654,084,101
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philippe Barret, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
1
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
54,847,515,532
|
|
|
|
130,462,797
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dodge & Cox Income Fund (number of accounts and total assets is as of December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
FIIPC Members
|
|
|
|
|
|
|
|
|
|
|
|
|
Dana M. Emery
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
6
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
2,431,213,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Pohl
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
126,791,647,692
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Dugan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
18
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
8,014,127,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kent E. Radspinner
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
22
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
5,777,500,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
Larissa K. Roesch
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
28
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
9,205,176,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Dignan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
8
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
2,499,560,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony J. Brekke
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
5
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
1,624,992,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam S. Rubinson
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucinda I. Johns
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
14,403,925,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dodge & Cox Global Bond Fund (number of accounts and total assets is as of December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment
Companies (Other Dodge
& Cox Funds)
|
|
|
Other Pooled
Investment
Vehicles
|
|
|
Other Accounts
(Dodge & Cox Separately
Managed Accounts)
|
|
GBIPC Members
|
|
|
|
|
|
|
|
|
|
|
|
|
Dana M. Emery
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
0
|
|
|
|
6
|
|
Total Assets in Other Accounts Managed
|
|
|
39,058,009,207
|
|
|
|
0
|
|
|
|
2,431,213,899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana S. Strandberg
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
4
|
|
|
|
3
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
126,791,647,692
|
|
|
|
587,870,422
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Dugan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
0
|
|
|
|
18
|
|
Total Assets in Other Accounts Managed
|
|
|
39,058,009,207
|
|
|
|
0
|
|
|
|
8,014,127,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Dignan
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
0
|
|
|
|
8
|
|
Total Assets in Other Accounts Managed
|
|
|
39,058,009,207
|
|
|
|
0
|
|
|
|
2,499,560,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam S. Rubinson
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
39,058,009,207
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lucinda I. Johns
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
2
|
|
|
|
0
|
|
|
|
6
|
|
Total Assets in Other Accounts Managed
|
|
|
39,058,009,207
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gabriel Sod Hoffs
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Other Accounts Managed
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total Assets in Other Accounts Managed
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Potential Conflicts of Interest
Potential conflicts of interest may arise in connection with the management of multiple accounts, including potential conflicts of interest related to the
knowledge and timing of the Funds trades, investment opportunities, broker selection and Fund investments. Because of their roles on the investment committees, investment committee members may be privy to the size, timing and possible market
impact of a Funds trades. It is theoretically possible that investment committee members could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund. It is possible that an investment
opportunity may be suitable for both a Fund and other accounts managed by investment committee members, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited
opportunity to sell an investment held by a Fund and another account. Dodge & Cox has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis
over time. With respect to securities transactions for the Funds, Dodge & Cox determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to its other
accounts, Dodge & Cox may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Dodge & Cox may place separate, non-simultaneous
transactions for a Fund and another account which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of a Fund or the other account. Additionally, members of investment committees
or their relatives may invest in a Fund and a conflict may arise where they may have an incentive to treat the Fund that they invest in preferentially as compared to other accounts.
Conflicts of interest may also arise in cases where Dodge & Cox clients with different strategies (including Funds with different
strategies) invest in different parts of an issuers capital structure, such as when one client owns debt obligations of an issuer and another client owns equity in the same issuer. For example, if an issuer in which different clients own
different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interests (such as conflicts over proposed waivers and amendments to debt covenants). A debt holder may be better served
by a liquidation of the issuer in which it may be paid in full, whereas an equity holder might prefer a reorganization that holds the potential to create value for the equity holders.
Although in some cases Dodge & Cox may refrain from taking certain actions or making investments on behalf of clients/Funds because
of conflicts (potentially disadvantaging those on whose behalf the actions are not taken or investments not made), in other cases Dodge & Cox will not refrain from taking actions or making investments on behalf of some clients/Funds that
have the potential to disadvantage other clients. Any of the foregoing conflicts of interest will be reviewed on a case-by-case basis. Any review will take into consideration the interests of the relevant clients/Funds, the circumstances giving rise
to the conflict, and applicable laws. Clients (and investors in Funds) should be aware that conflicts will not necessarily be resolved in favor of their interests, and Dodge & Cox will attempt to resolve such matters fairly, but even fair
resolution may be resolved in favor of other clients, including Funds, which pay Dodge & Cox higher fees. There can be no assurance that any actual or potential conflicts of interest will not result in a particular client or group of
clients/Funds receiving less favorable investment terms in certain investments than if such conflicts of interest did not exist.
Compensation
Compensation of Dodge & Cox Funds investment committee members includes a base salary, cash bonus, and a package of employee benefits which are
generally available to all salaried employees. Compensation is structured to emphasize the success of Dodge & Cox rather than that of any one individual. Dodge & Cox does not have any incentive compensation or
deferred compensation programs. Compensation is not linked to the distribution of Fund shares or to the performance of any account or Fund. All investment committee members also participate in equity ownership of Dodge & Cox.
Each element of compensation is detailed below:
Base Salary. Each investment committee member is paid a fixed base salary which is intended to be
competitive in light of each members experience and responsibilities.
41
Bonus. Bonus payments are based on a number of factors including the profitability of Dodge & Cox and
the members long-term contributions to the firm. Dodge & Coxs principles emphasize teamwork and a focus on client needs, and bonuses are structured to emphasize those principles. All full-time employees of Dodge & Cox
participate in the annual bonus program. Bonuses are not linked to the volume of assets managed or to measurements of relative or absolute investment returns.
Equity Ownership. All investment committee members are shareholders of Dodge & Cox, which is a private, employee-owned S-corporation. A
shareholders equity interest in Dodge & Cox provides pass-through income of Dodge & Coxs profits and annual cash distributions based on each shareholders proportionate interest. Shareholder distributions are
generally determined based on considerations of Dodge & Coxs working capital requirements, net income generated each year, and estimated tax liabilities associated with the pass-through of Dodge & Coxs income.
Dodge & Coxs shares are issued and redeemed at book value and may be held only by active employees of the company. Changes in share ownership are controlled by Dodge & Coxs Board of Directors, whose decisions regarding
share ownership are based on each members long-term contributions to the firm. Shareholders also may receive a benefit from the appreciation of the book value of their shares, which may be realized when shares are repurchased by
Dodge & Cox from the shareholder.
Employee Benefit Program. Investment committee members participate in benefit plans and programs available
generally to all employees, which includes a qualified, defined-contribution profit sharing plan funded at the maximum allowable amount.
The above
information regarding compensation of investment committee members is current as of December 31, 2013.
Ownership of Securities
The following table indicates the dollar range of securities of each Dodge & Cox Fund beneficially owned by the Funds investment committee
members as of December 31, 2013.
AGGREGATE DOLLAR RANGE OF SECURITIES IN THE FUND
|
|
|
|
|
|
|
Dodge & Cox
Stock Fund
|
|
Dodge & Cox
Balanced Fund
|
Investment Policy Committee
|
|
|
|
|
Wendell W. Birkhofer
|
|
G
|
|
F
|
C. Bryan Cameron
|
|
G
|
|
G
|
John A. Gunn
|
|
G
|
|
G
|
David C. Hoeft
|
|
G
|
|
G
|
Charles F. Pohl
|
|
G
|
|
G
|
Gregory R. Serrurier
|
|
G
|
|
F
|
Diana S. Strandberg
|
|
G
|
|
G
|
Steven C. Voorhis
|
|
G
|
|
E
|
Philippe Barret, Jr.
|
|
E
|
|
E
|
42
AGGREGATE DOLLAR RANGE OF SECURITIES IN THE FUND
|
|
|
|
|
|
|
Dodge & Cox
Global
Stock Fund
|
|
|
Global Stock Investment Policy Committee
|
|
|
|
|
Lily S. Beischer
|
|
F
|
|
|
Roger G. Kuo
|
|
G
|
|
|
Karol Marcin
|
|
G
|
|
|
Raymond J. Mertens*
|
|
F
|
|
|
Charles F. Pohl
|
|
G
|
|
|
Diana S. Strandberg
|
|
G
|
|
|
Steven C. Voorhis
|
|
G
|
|
|
|
|
|
|
|
Dodge & Cox
International
Stock Fund
|
|
|
International Investment Policy Committee
|
|
|
|
|
Richard T. Callister
|
|
F
|
|
|
C. Bryan Cameron
|
|
G
|
|
|
Mario C. DiPrisco
|
|
E
|
|
|
John A. Gunn
|
|
G
|
|
|
Keiko Horkan
|
|
G
|
|
|
Roger G. Kuo
|
|
G
|
|
|
Charles F. Pohl
|
|
G
|
|
|
Gregory R. Serrurier
|
|
G
|
|
|
Diana S. Strandberg
|
|
G
|
|
|
|
|
|
|
|
Dodge & Cox
Balanced Fund
|
|
Dodge & Cox
Income Fund
|
Fixed Income Investment Policy Committee
|
|
|
|
|
Anthony J. Brekke
|
|
E
|
|
E
|
James H. Dignan
|
|
F
|
|
G
|
Thomas S. Dugan
|
|
G
|
|
G
|
Dana M. Emery
|
|
G
|
|
G
|
Lucinda I. Johns
|
|
E
|
|
E
|
Charles F. Pohl
|
|
G
|
|
G
|
Kent E. Radspinner
|
|
G
|
|
G
|
Larissa K. Roesch
|
|
E
|
|
E
|
Adam S. Rubinson
|
|
F
|
|
E
|
|
|
|
|
|
Dodge & Cox
Global Bond Fund
|
|
|
Global Bond Investment Policy Committee
|
|
**
|
|
|
Dana M. Emery
|
|
**
|
|
|
Diana S. Strandberg
|
|
**
|
|
|
Thomas S. Dugan
|
|
**
|
|
|
James H. Dignan
|
|
**
|
|
|
Adam S. Rubinson
|
|
**
|
|
|
43
AGGREGATE DOLLAR RANGE OF SECURITIES IN THE FUND
|
|
|
Lucinda I. Johns
|
|
**
|
Gabriel Sod Hoffs
|
|
**
|
RANGES: ANONE; B$1-$10,000; C$10,001-$50,000; D$50,001-$100,000;
E$100,001-$500,000; F$500,001-$1,000,000; GMORE THAN $1,000,000.
*
|
Mr. Mertens. was appointed as a policy committee member effective February 28, 2014; His Fund holdings are as of such date.
|
**
|
The Dodge & Cox Global Bond Fund is effective May 1, 2014.
|
Dodge & Coxs profit
sharing plan is 94% invested in shares of the Funds. As of December
31, 2013, the profit sharing plan held $166,811,648 in the Funds.
OTHER SERVICE PROVIDERS
Custodian and Transfer Agent
State Street Bank and Trust
Company, P.O. Box 8422, Boston, Massachusetts 02266-8422 (800-621-3979), at its offices of its branches and agencies throughout the world, acts as custodian of all cash and securities of the Funds and serves as fund accounting agent for the Funds.
As Foreign Custody Manager for the Dodge & Cox Global Stock Fund and Dodge & Cox International Stock Fund, the bank selects and monitors foreign sub-custodian banks, selects and evaluates non-compulsory foreign depositaries, and
furnishes information relevant to the selection of compulsory depositaries. Boston Financial Data Services, P.O. Box 8422, Boston, Massachusetts 02266-8422 (800-621-3979) acts as transfer and dividend disbursing agent for the Funds.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, Three Embarcadero Center, San Francisco, CA 94111, is the Independent Registered Public Accounting Firm to the Funds, subject to
annual appointment by the Board of Trustees. PricewaterhouseCoopers LLP conducts an annual audit of the accounts and records of each Fund, reports on the Funds annual financial statements, and performs tax and accounting advisory services.
Independent Legal Counsel to the Independent Trustees
Ropes & Gray LLP, One Embarcadero Center, Suite 2200, San Francisco, CA 94111, currently serves as Independent Legal Counsel to the Independent
Trustees. A determination with respect to the independence of the Independent Legal Counsel is made at least annually by the Independent Trustees, as prescribed by the 1940 Act and the rules promulgated thereunder.
Legal Counsel to the Funds
Dechert LLP, 1900 K Street,
NW, Washington, DC 20006, currently serves as legal counsel to the Funds.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Investment Management Agreements provide that Dodge & Cox is responsible for selecting members of securities exchanges, brokers and dealers
(
brokers
) for the execution of a Funds portfolio transactions and, when applicable, the negotiation of commissions. All decisions and placements are made in accordance with the following principles:
1.
|
Dodge & Coxs objective in selecting brokers and effecting portfolio transactions in securities is to seek best execution with respect
to portfolio transactions. In deciding what constitutes best execution, the determinative factor is not simply quantitative, e.g., the lowest possible transaction cost, but also whether the transaction represents the best qualitative execution. The
determination of what may constitute best execution of a securities transaction by a broker involves a number of considerations, including without limitation, the overall direct net economic result to a Fund (involving both price paid or received
and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved and to search for and obtain liquidity to minimize
|
44
|
market impact, availability of the broker to stand ready to execute possibly difficult transactions, and the financial strength and stability of the broker. Because determining best execution
involves qualitative judgments on a variety of factors, Dodge & Cox does not use a single basis of measurement that can be applied to all trades. Rather, Dodge & Cox views best execution as a process that should be evaluated over
time as part of an overall relationship with a broker rather than on a trade-by-trade basis. Therefore, Dodge & Cox focuses on establishing the appropriate level of oversight, checks and balances, and documentation of best execution
processes.
|
2.
|
Factors used to select brokers and/or electronic trading platforms to execute equity transactions include, but are not limited to, Dodge & Coxs knowledge of negotiated commission rates; the nature of the
security being traded; the size and type of the transaction; research and brokerage services provided by the broker; the nature and character of the markets for the security to be purchased or sold; the desired timing of the trade; the activity
existing and expected in the market for the particular security; confidentiality; the execution, clearance, and settlement capabilities as well as the reputation and perceived operational/financial soundness of the broker; Dodge &
Coxs knowledge of actual or apparent operational problems of any broker; the brokers historical transaction and execution services; and the reasonableness of spreads or commissions. Dodge & Cox does not select brokers solely on
the basis of purported or posted commissions, nor does it always seek in advance competitive bidding for the most favorable commission applicable to any particular portfolio transaction. Although Dodge & Cox generally seeks
competitive commissions, it will not necessarily select a broker based on the lowest commission charged in a given transaction. Dodge & Cox may not pay the lowest available commission when it believes that a broker charging a higher
commission offers greater liquidity or improved price or execution; Dodge & Cox may also select a broker in recognition of research and/or brokerage services provided or expected to be provided.
|
When effecting a debt securities transaction in the secondary market, Dodge & Cox generally will select brokers who
are deemed likely to provide best execution for the specific transaction based on certain factors. These factors may include, but are not limited to, access to offerings; market familiarity; integrity (ability to maintain confidentiality); history
of competitive pricing; trade settlement capability; expertise; financial condition (credit risk); and reliability and willingness to commit capital.
3.
|
Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the United States and overseas, these commissions are negotiated. Equity securities will ordinarily be
purchased in the primary markets, whether over-the-counter or listed; however, listed securities may be purchased in the over-the-counter market if such market provides best execution and liquidity. In underwritten offerings, the price includes a
disclosed selling concession.
|
For debt securities, it is expected that purchases and sales will ordinarily
be transacted with the issuer, the issuers underwriter, or with a primary market maker acting as principal on a net basis, with no brokerage commission being paid by the Fund. However, the price of the securities generally includes
compensation which is not disclosed separately. Transactions placed through dealers who are serving as primary market makers reflect the spread between the bid and asked prices.
4.
|
Dodge & Cox is authorized to allocate brokerage business to brokers who have provided brokerage and research services, as such services are
defined in Section 28(e) of the Securities Exchange Act of 1934 (1934 Act), for a Fund and/or other accounts, if any, for which Dodge & Cox exercises investment discretion (as defined in Section 3(a)(35) of the 1934 Act) and, as
to transactions as to which fixed minimum commission rates are not applicable (sometimes referred to as soft dollar arrangements). Such allocation may cause a Fund to pay a commission for effecting a securities transaction in excess of
the amount another broker would have charged for effecting that transaction, if Dodge & Cox determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by
such broker, viewed in terms of either that particular transaction or with Dodge & Coxs overall responsibilities with respect to a Fund and the other accounts, if any, as to which it exercises investment discretion. In reaching such
determination, Dodge & Cox is not required to place or attempt to place a specific cash (i.e., hard dollar) value on the research or execution services of a broker or on the portion of any commission reflecting brokerage or
research services. In demonstrating that such
|
45
determinations were made in good faith, Dodge & Cox will be prepared to show that all commissions were allocated and paid for purposes contemplated by a Funds brokerage policy;
that commissions were paid only for products or services which provide lawful and appropriate assistance to Dodge & Cox in the performance of its investment decision-making responsibilities; and that the commissions paid were within a
reasonable range.
The determination that commissions are within a reasonable range will be based on any available
information as to the level of commissions known to be charged by other brokers on comparable transactions, and will also take into account a Funds policies that (i) obtaining a low commission is deemed secondary to obtaining a favorable
securities price, since it is recognized that usually it is more beneficial to a Fund to obtain a favorable price than to pay the lowest commission; and (ii) the quality, comprehensiveness and frequency of research services which are provided
to Dodge & Cox are useful to Dodge & Cox in performing its advisory services under its Investment Management Agreement with a Fund. Research services provided by brokers to Dodge & Cox are considered to be in addition to,
and not in lieu of, services required to be performed by Dodge & Cox under its Investment Management Agreement. Research furnished by brokers through whom a Fund effects securities transactions may be used by Dodge & Cox for any of
its accounts, and not all such research may be used by Dodge & Cox for the Funds.
The research services received
by Dodge & Cox may be produced by the brokers effecting the trade (proprietary research), or by a third party broker that is not involved in effecting the trade (third party research). Research services received by
Dodge & Cox include, without limitation, information on the economy, industries, groups of securities, and individual companies; statistical information and databases; accounting and tax law interpretations; political developments; legal
and regulatory developments affecting portfolio securities; pricing and appraisal services; industry consultants; issuer disclosure services; credit, risk measurement, and performance analysis; and analysis of corporate responsibility issues.
Research services may also include providing opportunities to meet with company executives, which allows Dodge & Cox analysts to gather information about a specific company, industry, or sector and to directly evaluate the strengths and
weaknesses of an issuers management team.
The receipt of investment research and information and related services
permits Dodge & Cox to supplement its own research and analysis and makes available to Dodge & Cox the views and information of individuals and research staffs of other firms, including persons having special expertise on certain
companies, industries, areas of the economy, market factors, or other areas.
Research services are subject to internal
analysis before being incorporated into Dodge & Coxs investment process.
Dodge & Cox may use
brokerage commissions to acquire research and related services from third party vendors and brokers through commission-sharing arrangements (CSAs). CSAs are agreements between an investment adviser and a broker in which the executing broker
allocates a portion of brokerage commissions to a commission pool, which can be used to acquire third party research from another broker. Dodge & Cox may also use step-outs or similar transactions with brokers. In a
step-out arrangement, the investment adviser executes a trade through one broker but instructs that broker to step-out all or a portion of the trade to a second broker that provides research and/or brokerage services to Dodge & Cox. This
second broker will clear and settle, and receive commissions for, the stepped-out portion of the trade.
Dodge &
Cox may also use hard dollars out of its own assets to pay for third party research.
5.
|
Purchases and sales of portfolio securities within the United States other than on a securities exchange will be executed with primary market makers acting as principal except where, in the judgment of Dodge &
Cox, better prices and execution may be obtained on a commission basis or from other sources.
|
Insofar as known to management, no Trustee or
officer of the Trust, nor Dodge & Cox or any person affiliated with any of them, has any material direct or indirect interest in any broker employed by or on behalf of a Fund. There is no fixed method used in determining which brokers
receive which order or how many orders.
Periodically Dodge & Cox reviews the current commission rates and discusses the
execution capabilities and the services provided by the various brokers Dodge & Cox is utilizing in the execution of orders. Research
46
services furnished by the brokers through whom Dodge & Cox effects security transactions for a Fund may be used in servicing some or all of Dodge & Coxs accounts, however,
all such services may not be used by Dodge & Cox in connection with a Fund. Aggregate brokerage commissions, excluding underwriting concessions, paid by Dodge & Cox Stock Fund, Global Stock Fund, International Stock Fund and
Balanced Fund during the last three years were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Dodge & Cox Stock Fund
1
|
|
$
|
12,081,421
|
|
|
$
|
8,473,656
|
|
|
$
|
9,946,695
|
|
Dodge & Cox Global Stock Fund
1,2
|
|
|
1,312,200
|
|
|
|
661,545
|
|
|
|
530,505
|
|
Dodge & Cox International Stock Fund
1
|
|
|
13,590,488
|
|
|
|
7,794,834
|
|
|
|
9,054,362
|
|
Dodge & Cox Balanced Fund
1
|
|
|
3,425,099
|
|
|
|
2,508,196
|
|
|
|
2,717,311
|
|
1
|
The increase in brokerage commissions from 2012 to 2013 was primarily due to higher portfolio turnover and higher commission rates.
|
2
|
The increase in brokerage commissions from 2011 to 2012 was primarily due to growth in Fund net assets and the corresponding increase in the magnitude of security transactions.
|
In 2013, Dodge & Cox Stock Fund, Global Stock Fund, International Stock Fund, and Balanced Fund paid brokerage commissions of
$11,729,559, $1,290,566, $13,501,171, and $3,290,417, respectively, from aggregate portfolio transactions of $12,888,088,555, $1,644,499,215, $14,335,011,347, and $4,417,915,901, respectively, to brokers that provided research services.
As of December 31, 2013, Dodge & Cox Funds held the following securities of their regular broker-dealers or parent entities:
|
|
|
|
|
|
|
|
|
Issuer
|
|
Value
|
|
Dodge & Cox Stock Fund
|
|
Goldman Sachs Group, Inc.
|
|
$
|
1,240,199,590
|
|
|
|
Bank of America Corp.
|
|
|
1,202,232,879
|
|
|
|
JPMorgan Chase & Co.
|
|
|
439,880,712
|
|
|
|
|
Dodge & Cox Global Stock Fund
|
|
Credit Suisse Group AG
|
|
|
69,852,653
|
|
|
|
Goldman Sachs Group, Inc.
|
|
|
54,808,792
|
|
|
|
Bank of America Corp.
|
|
|
49,828,671
|
|
|
|
Barclays PLC
|
|
|
42,887,259
|
|
|
|
HSBC Holdings PLC
|
|
|
33,106,256
|
|
|
|
|
Dodge & Cox International Stock Fund
|
|
Credit Suisse Group AG
|
|
|
1,388,708,204
|
|
|
|
HSBC Holdings PLC
|
|
|
1,189,094,902
|
|
|
|
Barclays PLC
|
|
|
746,412,748
|
|
|
|
|
Dodge & Cox Balanced Fund
|
|
Bank of America Corp.
|
|
|
299,438,674
|
|
|
|
Goldman Sachs Group, Inc.
|
|
|
217,498,020
|
|
|
|
JPMorgan Chase & Co.
|
|
|
114,317,323
|
|
|
|
Citigroup, Inc.
|
|
|
76,368,030
|
|
|
|
|
Dodge & Cox Income Fund
|
|
Bank of America Corp.
|
|
|
530,153,097
|
|
|
|
Citigroup, Inc.
|
|
|
444,926,138
|
|
|
|
HSBC Holdings PLC
|
|
|
311,262,119
|
|
|
|
JPMorgan Chase & Co.
|
|
|
145,989,239
|
|
47
Investment decisions for a Fund are made independently from those of the other Funds and other
accounts managed by Dodge & Cox. It may frequently develop that the same investment decision is made for more than one account. Simultaneous transactions may often occur when the same security is suitable for the investment objective of
more than one account. When two or more accounts are simultaneously engaged in the purchase or sale of the same security, the transactions are averaged as to price and allocated as to amount in accordance with a formula equitable to each account. It
is recognized that in some cases this system could have a detrimental effect on the price or availability of the security as far as a Fund is concerned. In other cases, however, it is believed that the ability of a Fund to participate in volume
transactions may produce better executions for the Fund.
CAPITAL STOCK
The Trust was organized as a Delaware statutory trust in 1998. Each of the six Dodge & Cox Funds is a series of the Trust, and each has a single class
of shares. Each share evidences a beneficial ownership interest in a Fund, and there is no limit to the number of shares that may be issued. All shares of a Fund have the same rights as to redemption, dividends, and in liquidation. All shares issued
are fully paid and non-assessable, are transferable, and are redeemable at net asset value upon demand of the shareholder. Shares have no preemptive or conversion rights. The Trust is not required to hold annual meetings of shareholders. Three of
the Funds existed with a different legal form before they were reorganized as series of the Trust in 1998 following shareholder votes. Dodge & Cox Balanced Fund was established in 1931; Dodge & Cox Stock Fund in 1965;
Dodge & Cox Income Fund in 1989; Dodge & Cox International Stock Fund in 2001; Dodge & Cox Global Stock Fund in 2008; and Dodge & Cox Global Bond Fund in 2014.
PURCHASE, REDEMPTION, AND PRICING OF SHARES
The procedures for purchasing and redeeming shares of a Fund are described in the Funds Prospectus, which is incorporated herein by reference.
NET ASSET VALUE PER SHARE
The purchase and redemption price of
a Funds shares is equal to a Funds net asset value per share (
NAV
) or share price. A Fund determines its NAV by subtracting a Funds total liabilities (including accrued expenses and dividends payable) from its total assets
(the market value of the securities a Fund holds plus cash and other assets, including income accrued but not yet received) and dividing the result by the total number of shares outstanding. The NAV of a Fund is normally calculated as of the close
of trading on the New York Stock Exchange (
NYSE
), generally 4:00 p.m. Eastern Time, each day that the NYSE is open for business. The NYSE is closed on the following days: New Years Day, Martin Luther King, Jr. Day, Presidents Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Determination of NAV (and subscriptions and
redemptions of shares) for a Fund may be suspended when (a) the NYSE is closed, other than customary weekend and holiday closings, (b) trading on the NYSE is restricted, (c) an emergency exists as a result of which disposal by a Fund
of securities owned by it is not reasonably practicable or it is not reasonably practicable for a Fund to fairly determine the value of its net assets, or (d) a governmental body having jurisdiction over a Fund may by order permit such a
suspension for the protection of a Funds shareholders; provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) shall govern as to whether the conditions prescribed in (b), (c), or
(d) exist.
48
For purposes of calculating the NAV, portfolio securities and other financial instruments for
which market quotes are readily available are valued at market value. Listed securities are generally valued using the official quoted close price or the last sale on the exchange that is determined to be the primary market for the security. Debt
securities and non-exchange traded derivatives are valued based on prices received from independent pricing services which utilize both dealer-supplied valuations and pricing models. Pricing models may consider quoted prices for similar securities,
interest rates, prepayment speeds, and credit risk. Exchange-traded derivatives are valued at the settlement price determined by the relevant exchange. Foreign currency forward contracts are valued using the prevailing forward exchange rate.
Security values are not discounted based on the size of a Funds position. Short-term securities less than 60 days to maturity may be valued at amortized cost if amortized cost approximates current value.
Trading in securities denominated in foreign currencies and traded on European, African, and Asian securities exchanges and over-the-counter
markets is normally completed well before the close of business of the NYSE on each day that the NYSE is open. Trading in non-U.S. securities generally, or in a particular country or countries, may not take place on every NYSE business day.
Furthermore, trading takes place in various foreign markets on days that are not business days for the NYSE and on which the Funds NAV is not calculated. Thus, the calculation of the Funds NAV does not take place contemporaneously with
the determination of the prices of many of the portfolio securities used in the calculation and, if events materially affecting the value of these foreign securities occur, the securities are valued at fair value.
PURCHASES IN - KIND
Dodge & Cox may, at its
discretion, permit you to purchase shares of a Fund through the exchange of other securities you own. Any securities exchanged (i) must meet the investment objective, policies and limitations of the Fund; (ii) must have a readily
ascertainable market value; (iii) must be liquid; (iv) must not be subject to restrictions on resale; and (v) the market value of any securities exchanged, plus any cash, must be at least $25 million; Dodge & Cox reserves the
right to make exceptions to this minimum at its discretion. Dodge & Cox has unlimited discretion to accept or reject any securities submitted for exchange. Fund shares purchased in exchange for securities generally may not be redeemed or
exchanged until the transfer has settled. The basis of the exchange will depend upon the net asset value of the shares purchased and securities exchanged. Securities accepted by the Fund will be valued in the same manner as the Fund values its
assets, and such value will include any interest accrued on the securities prior to their delivery to the Fund. The securities become the property of the Fund as of the date of the exchange, at which time any interest, dividends, subscription, or
other rights that are attached to the securities also become the property of the Fund.
REDEMPTIONS IN KIND
The Funds reserve the right, if conditions exist which make cash payments undesirable, to honor any request for redemption by making payment in whole or in
part in readily marketable securities chosen by a Fund and valued as they are for purposes of computing a Funds NAV (a
redemption-in-kind
). If payment is made in securities, a shareholder may incur transaction expenses in converting
these securities to cash. The Funds have elected, however, to be governed by Rule 18f-1 under the 1940 Act, as a result of which a Fund is obligated to redeem shares, with respect to any one shareholder during any 90-day period, solely in cash up to
the lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of the period.
TAXATION OF THE FUNDS
Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the purchase, ownership, and disposition of Fund shares.
This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Internal
Revenue Code of 1986, as amended (
Code
), the regulations promulgated thereunder, and judicial and administrative authorities, all of which are subject to change, which change may be retroactive. You should consult your own tax adviser with
regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
49
Each Fund intends to qualify each year as a regulated investment company under the Code.
Accordingly, each Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of
stock, securities or foreign currencies, net income from certain publicly traded partnerships or other income derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at
the end of each fiscal quarter, (i) at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with
such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of
its total assets is invested in the securities of any one issuer (other than U.S. Government securities and the securities of other regulated investment companies), or in two or more controlled issuers in the same or similar or related trades or
businesses, or in certain publicly traded partnerships. As a regulated investment company, each Fund generally is not subject to U.S. federal income tax on income and gains that it distributes to shareholders, if at least 90% of each Funds
investment company taxable income (which includes, among other items, dividends, interest, and the excess of any net short-term capital gains over net long-term capital losses) and any net tax-exempt income for the taxable year is distributed. Each
Fund intends to distribute substantially all of such income.
If, in any taxable year, a Fund fails to qualify as a regulated investment
company under the Code or fails to meet the distribution requirement, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. In
addition, the Funds distributions, to the extent derived from the Funds current or accumulated earnings and profits, would constitute dividends which are generally taxable to shareholders as ordinary income, even if those distributions
are attributable (wholly or partly) to net long-term capital gains. If a Fund fails to qualify as a regulated investment company in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a regulated
investment company. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund must generally distribute during
each calendar year an amount at least equal to the sum of (1) 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) 98.2% of its capital gains in excess of its capital losses (adjusted
for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year, and (3) all ordinary income and capital gains for previous years that were not distributed or taxed to the Fund during such years. To
avoid application of the excise tax, each Fund intends to make distributions in accordance with the calendar year distribution requirement. Certain deferrals, elections and adjustments may apply in computing a Funds taxable income and net
gains and in calculating the required distribution under the excise tax.
You need to be aware of the possible tax consequences when:
|
|
|
You sell Fund shares, including an exchange from one Fund to another.
|
|
|
|
A Fund makes a distribution to your account.
|
TAXES ON FUND REDEMPTIONS
If your shares are held in a taxable account, you will generally have a taxable capital gain or loss if you sell your Fund shares or exchange them for shares
of a different Fund. The amount of the gain or loss and the rate of tax will depend primarily upon how much you paid for the shares (your cost basis), how much you sold them for, and how long you held them. Your total cost basis is
generally the original amount paid for shares in a Fund, plus the value of reinvested dividends and capital gains distributions.
At the
time you sell shares from a Fund, you should inform the Fund of your cost selection for tax reporting purposes, or you should specify in advance a standing cost basis method for your account. For tax reporting purposes, the cost basis of shares
that you sell must be determined using a method acceptable to the IRS. Such methods include (but are not limited to) the first in first out (FIFO) method and the average cost method. Unless you specify an alternate
cost basis method, the Funds will default to the average cost method when calculating cost basis.
50
Covered shares are generally Fund shares that are acquired on or after
January 1, 2012. If you sell or exchange covered shares within a taxable account, the Funds will report the gross proceeds, cost basis, and holding period of the shares sold on Form 1099-B by February 15th. The Funds will also report this
information to the IRS. Non-covered shares generally are those Fund shares acquired prior to January 1, 2012, or shares transferred into your account without corresponding cost basis information. If you sell or exchange non-covered
shares from a taxable account, the Funds will report the gross proceeds to you and to the IRS on Form 1099-B. If the Funds have average cost basis information for the non-covered shares sold, the information will be reported to you on a separate
statement mailed along with Form 1099-B. The information on the separate statement is not reported to the IRS. Additional information about cost basis reporting is available at dodgeandcox.com/costbasis.
Any loss realized on a sale or exchange of Fund shares will be disallowed to the extent the shares disposed of are replaced (including through
reinvestment of dividends) within a period of 61 days, beginning 30 days before and ending 30 days after the shares are disposed of. In such a case the basis of the acquired shares will be adjusted to reflect the disallowed loss. If you hold Fund
shares for six months or less and during that period receive a distribution taxable to you as long-term capital gain, any loss realized on the sale of such shares during such six-month period would be a long-term capital loss to the extent of such
distribution.
To help you maintain accurate records, the Funds will send you a confirmation immediately following each transaction
(except for systematic purchases) and quarterly and year-end statements detailing all transactions in your account during the period.
TAXES ON FUND
DISTRIBUTIONS
The following summary does not apply to retirement accounts, such as IRAs, which are tax-deferred until shareholders withdraw money from
them.
Distributions of investment company taxable income are taxable to you, whether paid in cash or reinvested in Fund shares. Dividends
paid by a Fund to a corporate shareholder, to the extent such dividends are attributable to dividends received by the Fund from U.S. corporations, may, subject to limitation, be eligible for the dividends received deduction. Holders of a
Dodge & Cox Fund, other than the Income Fund, may be able to take such a deduction. However, the alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction.
A portion of the dividends paid to you by a Fund may be qualified dividends subject to a maximum tax rate of 15% or 20% (depending on whether
the individuals income exceeds certain threshold amounts). In general, income dividends from domestic corporations and qualified foreign corporations will be permitted this favored federal tax treatment. Distributions of qualified dividends
will be eligible for these reduced rates of taxation only if you own your shares for at least 61 days during the 121-day period beginning 60 days before the ex-dividend date of any dividend. Dividends from interest earned by a Fund on debt
securities and dividends received from unqualified foreign corporations will continue to be taxed at the higher ordinary income tax rates.
The excess of net long-term capital gains over net short-term capital losses realized, distributed and properly reported by a Fund, whether
paid in cash or reinvested in Fund shares, will generally be taxable to you as long-term gain, regardless of how long you have held Fund shares. Distributions of net capital gains from assets held by a Fund for one year or less will be taxed as
ordinary income.
A portion of a Funds distributions may be treated as a return of capital to you for federal income tax purposes.
In such a case, the return of capital would not be currently taxable, but would instead reduce your tax basis in your Fund shares, which would generally result in an increase in any taxable gain, or a reduction in any taxable loss, on the subsequent
sale of your shares.
In February, you will be sent Form 1099-DIV indicating the tax status of any distributions paid to you during the prior year. This
information will also be reported to the IRS. You will generally be taxed on distributions you receive from a Fund. If a Fund declares a dividend in October, November or December but pays it in January, you may be taxed on the dividend as if you
received it in the previous year.
51
PASS-THROUGH OF FOREIGN TAX PAYMENTS (DODGE & COX GLOBAL STOCK FUND AND DODGE & COX
INTERNATIONAL STOCK FUND)
The Funds may be subject to foreign withholding taxes on income from certain foreign securities. This, in turn, could reduce
each Funds income dividends paid to you. If more than 50% of a Funds total assets at the end of a taxable year is invested in foreign securities and the Fund distributes at least 90% of its investment company taxable income, the Fund may
elect to pass through to you your pro rata share of foreign taxes paid by the Fund. If this election is made, you will be required to include in gross income (in addition to taxable dividends actually received) your pro rata share of the foreign
taxes paid by the Fund, and will be entitled either to deduct your pro rata share of foreign income and similar taxes in computing your taxable income or to use it as a foreign tax credit against your U.S. federal income tax liability, subject to
limitations. No deduction for foreign taxes may be claimed by individuals who do not itemize deductions, but such shareholders may be eligible to claim the foreign tax credit. No credit may be claimed by you with respect to Fund shares that you have
held less than 16 days during the 31-day period beginning 15 days before the ex-dividend date of any dividend. You will be notified within 60 days after the close of each Funds taxable year whether the foreign taxes paid by the Fund will
pass through for that year.
Generally, a credit for foreign taxes is subject to the limitation that it may not exceed your
U.S. tax attributable to your foreign source taxable income. For this purpose, if the pass-through election is made for a Fund, the source of the Funds income flows through to you. Gains from the sale of securities may be treated as derived
from U.S. sources and certain currency fluctuation gains, including fluctuations gains from foreign currency denominated debt securities, and receivables and payables, may be treated as ordinary income derived from U.S. sources. The limitation on
foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including the foreign source passive income passed through by the Funds. You may be unable to claim a credit for the full
amount of your proportionate share of the foreign taxes paid by the Funds. If a Fund is not eligible to make the election to pass through to you its foreign taxes, the foreign income taxes it pays generally will reduce investment company
taxable income, and the distributions by the Fund will be treated as United States source income.
The foregoing is only a general
description of the foreign tax credit. Because application of the credit depends on the particular circumstances of each shareholder, shareholders are advised to consult their own tax advisers.
EFFECT OF FOREIGN CURRENCY GAINS AND LOSSES ON DISTRIBUTIONS (DODGE & COX GLOBAL STOCK FUND, DODGE & COX INTERNATIONAL STOCK FUND,
DODGE & COX GLOBAL BOND FUND)
Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates that occur between
the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income
or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the
date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. (The Funds may elect to treat gains and losses on the disposition of certain forward foreign currency contracts as capital gains
and losses.) These ordinary gains and losses generally may increase or decrease the amount of a Funds net investment income to be distributed to you as ordinary income. For example, fluctuations in exchange rates may increase the amount of
income that a Fund must distribute in order to qualify for treatment as a regulated investment company and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate
income available for distribution. If foreign currency losses exceed other net investment income during a taxable year, a Fund would not be able to make ordinary dividend distributions, or distributions made before the losses were realized would be
recharacterized as a return of capital to you for federal income tax purposes, rather than as an ordinary dividend, reducing your basis in your Fund shares.
52
FEDERAL TAX TREATMENT OF FOREIGN CURRENCY TRANSACTIONS AND U.S. TREASURY FUTURES
The Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, and Dodge & Cox Global Bond Fund may enter into certain
forward foreign currency transactions that may be designated as Section 1256 contracts or straddles. The Dodge & Cox Balanced Fund and the Dodge & Cox Income Fund may enter into U.S. Treasury Futures contracts which will be
treated as Section 1256 contracts. Transactions that are considered Section 1256 contracts will be considered to have been closed at the end of each Funds fiscal year and any gains or losses will be recognized for tax purposes at
that time. Such gains or losses from the normal closing or settlement of such transactions will be characterized as 60% long-term capital gain or loss and 40% short-term capital gain or loss regardless of the holding period of the instrument
(ordinary income or loss for foreign exchange contracts). Each Fund will be required to distribute net gains on such transactions to shareholders even though it may not have closed the transaction or received cash to pay such distributions.
Certain foreign currency transactions that offset a foreign dollar-denominated bond or currency position may be considered straddles for tax
purposes, in which case a loss on any position in a straddle will be subject to deferral to the extent of unrealized gain in an offsetting position. The holding period of the securities or currencies comprising the straddle will be deemed not to
begin until the straddle is terminated.
In order for each Fund to continue to qualify as a regulated investment company, at least 90% of
its gross income for a taxable year must be derived from qualifying income, i.e., dividends, interest, income derived from loans of securities, and gains from the sale of securities or currencies. Tax regulations could be issued limiting the extent
that net gains realized from foreign forward exchange contracts on currencies or certain other foreign currency gains are qualifying income for purposes of the 90% requirement.
TRANSACTIONS IN SWAPS AND OTHER DERIVATIVES
Generally, hedging
transactions and certain other transactions in options, futures and forward contracts undertaken by a Fund, may result in straddles for U.S. federal income tax purposes. In some cases, the straddle rules also could apply in connection
with swap agreements. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by a Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being
taken into account in calculating the taxable income for the taxable year in which such losses are realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences of transactions in options,
futures, forward contracts, and swap agreements to a Fund are not entirely clear. The transactions may increase the amount of short-term capital gain realized by a Fund which is taxed as ordinary income when distributed to shareholders.
A Fund may make one or more of the elections available under the Internal Revenue Code which are applicable to straddles. If a Fund makes any
of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the
elections operate to accelerate the recognition of gains or losses from the affected straddle positions.
Because application of the
straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to
shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not engage in such hedging transactions.
Rules governing the tax aspects of swap agreements are in a developing stage and are not entirely clear in certain respects. Accordingly,
while the Funds intend to account for such transactions in a manner they deem to be appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a regulated investment company might be affected.
Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company, including the
qualifying income and diversification requirements applicable to a Funds assets may limit the extent to which a Fund will be able to engage in transactions in options, futures contracts, forward contracts, and swap agreements.
53
In addition, the use of swaps or other derivatives could adversely affect the character (capital
gain vs. ordinary income) of the income recognized by the Funds for federal income tax purposes, as well as the amount and timing of such recognition, as compared to a direct investment in underlying securities, and could result in a Funds
recognition of income prior to the receipt of any corresponding cash. As a result of the use of swaps and derivatives, a larger portion of the Funds distributions may be treated as ordinary income than would have been the case if the Fund did
not enter into such swaps or derivatives. The tax treatment of swap agreements and other derivatives may also be affected by future legislation or Treasury Regulations and/or guidance issued by the IRS that could affect the character, timing and/or
amount of the Funds taxable income or gains and distributions made by the Fund.
PFIC SECURITIES
A Dodge & Cox Fund, other than the Income Fund, may invest in securities of foreign entities that could be deemed for tax purposes to be passive
foreign investment companies (
PFICs
). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross income is investment-type income. The Fund
intends to
mark-to-market
these securities and recognize any realized or unrealized gains at the end of its fiscal year. Deductions for losses are allowable only to the
extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Fund may be required to distribute, even though it has not sold the securities. There can be no assurance that a
Fund will be able to identify all investments that may be classified as PFICs or that it will be able to make the mark-to-market election with respect to all PFICs. In such an event tax and interest charges may be imposed on the Fund with respect to
gains and/or certain distributions with respect to securities of such PFIC.
CONSTRUCTIVE SALES
Under certain circumstances, the Fund may recognize gain from a constructive sale of an appreciated financial position it holds if it enters into a
short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, the Fund would be treated as if it had sold and immediately repurchased the property and would be
taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Funds holding period in the property. Loss from a constructive sale would be recognized when the property was
subsequently disposed of, and its character would depend on the Funds holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions if such transaction is closed
before the end of the 30
th
day after the close of the Funds taxable year and the Fund holds the appreciated financial position throughout the 60-day period beginning with the day such
transaction was closed if certain other conditions are met.
MARKET DISCOUNT
If a Fund purchases a debt security at a price lower than the stated redemption price of such debt security, the excess of the stated redemption price over the
purchase price is market discount. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by the Fund in each taxable year in which the
Fund owns an interest in such debt security and receives a principal payment on it. In particular, a Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has
not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount
for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund at a constant
rate over the time remaining to the debt securitys maturity or, at the election of a Fund, at a constant yield to maturity which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount
obligation must be recognized as ordinary interest income (not capital gain) to the extent of the accrued market discount.
54
ORIGINAL ISSUE DISCOUNT
Certain debt securities acquired by a Fund may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount
is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although no cash income on account of such discount is actually received by a Fund, original issue discount that accrues on a
debt security in a given year generally is treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be
purchased by a Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount represents market discount for federal income tax purposes (see above).
TAX EFFECT OF BUYING SHARES BEFORE A CAPITAL GAIN OR INCOME DISTRIBUTION
If you buy shares shortly before or on the record date for a Fund distributionthe date that establishes you as the person to receive the
upcoming distributionyou will receive, in the form of a taxable distribution, a portion of the money you just invested. Therefore, you may wish to find out a Funds record date before investing. Of course, a Funds share price may,
at any time, reflect undistributed capital gains or income. Unless a Fund incurs offsetting losses, these amounts will eventually be distributed as a taxable distribution.
BACKUP WITHHOLDING ON DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND REDEMPTIONS
Each Fund generally will be required to withhold federal income tax (backup withholding) from dividends paid (other than exempt-interest
dividends), capital gain distributions, and redemption proceeds otherwise payable to you if (1) you fail to furnish the Fund with your correct taxpayer identification number or social security number, (2) the IRS notifies you or the Fund
that you have failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (3) when required to do so, you fail to certify that you are not subject to backup withholding. The rate of
backup withholding is currently 28%. Any amounts withheld may be credited against your federal income tax liability.
OTHER TAXATION
Distributions may be subject to state, local and foreign taxes, depending on each shareholders particular situation. Non-U.S. shareholders may be subject
to U.S. tax rules that differ significantly from those summarized above, including the likelihood that ordinary income dividends to them would be subject to withholding of a U.S. tax at a rate of 30% (or a lower treaty rate, if applicable) and that
such non-U.S. shareholders may be subject to U.S. estate tax.
Effective January 1, 2014, the Funds will be required to withhold U.S.
tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2017) redemption proceeds and certain capital gain dividends paid to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new
reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine
whether withholding is required.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary
dividends and capital gain distributions received from the Funds and net gains from redemptions or other taxable dispositions of fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross
income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
The discussion above and in the Funds Prospectus regarding the federal income tax consequences of investing in a Fund have been prepared
by Dodge & Cox and do not purport to be complete descriptions of all tax implications of an investment in a Fund. You are advised to consult with your own tax adviser concerning the application of federal, state and local taxes to an
investment in a Fund. The Trusts legal counsel has expressed no opinion in respect thereof.
PRINCIPAL UNDERWRITER
The Trust distributes the shares of the Funds and does not have a principal underwriter.
55
PERFORMANCE INFORMATION
TOTAL RETURN (BEFORE TAXES)
Quotations of a Funds average
annual total rate of return will be expressed in terms of the average annual compounded rate of return on a hypothetical investment in the Fund over periods of one, five, and ten years, will reflect the deduction of a proportional share of Fund
expenses (on an annual basis), will assume that all dividends and capital gains distributions are reinvested when paid, but will not take into account any income taxes payable by shareholders, and will be calculated according to the following
formula:
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|
|
|
|
|
|
|
|
|
P (1 + T)
n
= ERV
|
|
|
|
|
where
|
|
P
|
|
=
|
|
a hypothetical initial payment of $1,000,
|
|
|
T
|
|
=
|
|
the average annual total return,
|
|
|
n
|
|
=
|
|
the number of years,
|
|
|
ERV
|
|
=
|
|
the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period.
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AVERAGE ANNUAL TOTAL RETURN AFTER TAXES ON DISTRIBUTIONS
A Funds average annual return after taxes on distributions will be calculated according to the following formula:
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|
|
|
|
|
|
|
|
|
|
|
P (1 + T)
n
= ATV
D
|
|
|
|
|
where
|
|
P
|
|
=
|
|
a hypothetical initial payment of $1,000,
|
|
|
T
|
|
=
|
|
the average annual total return (after taxes on distributions),
|
|
|
n
|
|
=
|
|
the number of years,
|
|
|
ATV
D
|
|
=
|
|
the ending value of a hypothetical $1,000 payment made at the beginning of the period, after taxes on fund distributions, but not after taxes on redemption.
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AVERAGE ANNUAL TOTAL RETURN AFTER TAXES ON DISTRIBUTIONS AND REDEMPTION
A Funds average annual return after taxes on distributions and redemption will be calculated according to the following formula:
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|
|
|
|
|
|
|
|
|
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P (1 + T)
n
= ATV
D
R
|
|
|
|
|
where
|
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P
|
|
=
|
|
a hypothetical initial payment of $1,000,
|
|
|
T
|
|
=
|
|
the average annual total return (after taxes on distributions and redemption),
|
|
|
n
|
|
=
|
|
the number of years,
|
|
|
ATV
DR
|
|
=
|
|
the ending value of a hypothetical $1,000 payment made at the beginning of the period, after taxes on fund distributions and after taxes on redemption.
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The average annual total returns of the Funds for the one, five, and ten-year periods (or for the periods the Fund has been in
operation) ended December 31, 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Dodge & Cox Stock Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
Return before Taxes
|
|
|
40.55
|
%
|
|
|
19.63
|
%
|
|
|
7.95
|
%
|
Return after Taxes on Distributions
|
|
|
40.06
|
|
|
|
19.33
|
|
|
|
7.33
|
|
Return after Taxes on Distributions and Sale of Fund Shares
|
|
|
23.25
|
|
|
|
16.04
|
|
|
|
6.53
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
|
5 Years
|
|
|
Life of Fund*
|
|
Dodge & Cox Global Stock Fund
|
|
|
|
|
|
Return before Taxes
|
|
|
33.17
|
%
|
|
|
19.33
|
%
|
|
|
4.76
|
%
|
Return after Taxes on Distributions
|
|
|
31.97
|
|
|
|
18.95
|
|
|
|
4.46
|
|
Return after Taxes on Distributions and Sale of Fund Shares
|
|
|
19.90
|
|
|
|
15.96
|
|
|
|
3.84
|
|
*
|
For the period from May 1, 2008 through December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Dodge & Cox International Stock Fund
|
|
|
|
|
|
Return before Taxes
|
|
|
26.31
|
%
|
|
|
16.58
|
%
|
|
|
9.77
|
%
|
Return after Taxes on Distributions
|
|
|
25.97
|
|
|
|
16.43
|
|
|
|
9.40
|
|
Return after Taxes on Distributions and Sale of Fund Shares
|
|
|
15.43
|
|
|
|
13.71
|
|
|
|
8.30
|
|
|
|
|
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Dodge & Cox Balanced Fund
|
|
|
|
|
|
Return before Taxes
|
|
|
28.37
|
%
|
|
|
16.57
|
%
|
|
|
7.18
|
%
|
Return after Taxes on Distributions
|
|
|
27.69
|
|
|
|
15.94
|
|
|
|
6.29
|
|
Return after Taxes on Distributions and Sale of Fund Shares
|
|
|
16.36
|
|
|
|
13.26
|
|
|
|
5.65
|
|
|
|
|
|
|
|
1 Year
|
|
|
5 Years
|
|
|
10 Years
|
|
Dodge & Cox Income Fund
|
|
|
|
|
|
Return before Taxes
|
|
|
0.64
|
%
|
|
|
7.20
|
%
|
|
|
5.10
|
%
|
Return after Taxes on Distributions
|
|
|
-0.68
|
|
|
|
5.59
|
|
|
|
3.43
|
|
Return after Taxes on Distributions and Sale of Fund Shares
|
|
|
0.36
|
|
|
|
5.00
|
|
|
|
3.31
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
|
Life of Fund**
|
|
Dodge & Cox Global Bond Fund**
|
|
|
|
|
|
Return before Taxes
|
|
|
2.59
|
%
|
|
|
2.61
|
%
|
Return after Taxes on Distributions
|
|
|
2.59
|
|
|
|
2.61
|
|
Return after Taxes on Distributions and Sale of Fund Shares
|
|
|
1.47
|
|
|
|
2.13
|
|
**
|
For the period December 5, 2012 to December 31, 2013. A private fund managed and funded by Dodge & Cox was reorganized into the Fund and the Fund commenced operations on May 1, 2014. This private
fund commenced operations on December 5, 2012, and had an investment objective and strategies that were, in all material respects, the same as those of the Fund, and was managed in a manner that, in all material respects, complied with the
investment guidelines and restrictions of the Fund. However, the private fund was not registered as an investment company under the Investment Company Act of 1940 (the 1940 Act), and therefore was not subject to certain investment
limitations, diversification requirements, liquidity requirements, and other restrictions imposed by the 1940 Act and the Internal Revenue Code of 1986, which, if applicable, may have adversely affected its performance. The Funds performance
for periods prior to the commencement of operations on May 1, 2014 is that of the private fund. The performance of the private fund has not been restated because the net total operating expense ratio of the private fund and the Fund are the
same.
|
Total return indicates the positive or negative rate of return that an investor would have earned from reinvested dividends and
distributions and changes in net asset value per share during the period. Past performance (before and after taxes) does not necessarily indicate how a Fund will perform in the future.
57
Quotations of yield, as defined by the SEC, will be based on net investment income per share
earned during a given thirty-day period and will be computed by dividing this net investment income by the net asset value per share on the last day of the period and annualizing the results according to the following formula:
|
|
|
|
|
YIELD = 2[(
|
|
a-b
|
|
+1)
6
-1]
|
|
|
cd
|
|
|
|
|
|
|
|
|
|
|
|
|
|
where
|
|
a
|
|
=
|
|
dividends and interest earned during the period,
|
|
|
b
|
|
=
|
|
expenses accrued for the period (net of reimbursements or waivers),
|
|
|
c
|
|
=
|
|
the average daily number of shares outstanding during the period that were entitled to receive dividends, and
|
|
|
d
|
|
=
|
|
the maximum offering price per share on the last day of the period.
|
The Funds current yields for the thirty days ended December 31, 2013 were as follows:
|
|
|
|
|
Dodge & Cox Stock Fund
|
|
|
1.23
|
%
|
Dodge & Cox Global Stock Fund
|
|
|
1.30
|
%
|
Dodge & Cox International Stock Fund
|
|
|
1.51
|
%
|
Dodge & Cox Balanced Fund
|
|
|
1.75
|
%
|
Dodge & Cox Income Fund
|
|
|
2.74
|
%
|
Dodge & Cox Global Bond Fund
|
|
|
3.39
|
%
|
Yield does not directly reflect changes in net asset value per share which occurred during the period.
As appropriate, performance information for a Fund may be compared in reports and promotional literature to: (i) the Standard &
Poors 500
®
Composite Index, MSCI World
®
Index, MSCI EAFE
®
Index, the
Barclays Capital
®
Aggregate Bond Index, the Barclays Global Aggregate Index or various other unmanaged indices of the performance of various types of investments, so that investors may compare
a Funds results with those of indices widely regarded by investors as representative of the security markets in general, and (ii) the performance of other mutual funds. Unmanaged indices may assume the reinvestment of income
distributions, but generally do not reflect deductions for administrative and management costs and expenses.
Performance information for
a Fund reflects only the performance of hypothetical investments in the Fund during the particular time periods on which the calculations are based. Such information should not be considered as representative of the performance of the Fund in the
future because, unlike some bank deposits or other investments which pay a fixed yield for a stated period of time for a fixed-principal amount, the performance of the Fund will vary based not only on the current market value of the securities held
in its portfolio, but also on changes in a Funds expenses and in the asset size of a Fund. Performance information should be considered in light of a Funds investment objectives and policies, the types and quality of a Funds
portfolio investments, market conditions during the particular time period and operating expenses. Further information about the performance of a Fund is contained in each Funds Annual Report which may be obtained without charge from the Fund.
FINANCIAL STATEMENTS
Please
refer to the Dodge & Cox Stock, Global Stock, International Stock, Balanced and Income Funds Financial Statements consisting of the financial statements of each Fund and the notes thereto, and the report of the Independent Registered
Public Accounting Firm contained in each Funds [to be filled in] Annual Report to Shareholders. The Financial Statements and the report of the Independent Registered Public Accounting Firm (but no other material from the Annual Report) [to be
incorporated herein by reference.] Additional copies of the Annual Report may be obtained from a Fund at no charge by writing, visiting the Funds website at www.dodgeandcox.com, or telephoning the Fund (800-621-3979).
58
APPENDICES
APPENDIX A: RATINGS
A debt
obligation rating by Moodys, Fitch, or S&P reflects their current assessment of the creditworthiness of an obligor with respect to a specific obligation. The purpose of the rating systems is to provide investors with a simple system of
gradation by which the relative investment qualities of bonds may be noted. A rating is not a recommendation as to investment value, inasmuch as it does not comment as to market price or suitability for a particular investor.
The ratings are based on current information furnished by the issuer or from other sources that the rating agencies deem reliable. The ratings
are based on the opinion and judgment of the rating agencies and may prove to be inaccurate. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or for other circumstances.
All references in this SAI and the Funds Prospectus to a rating classification incorporate the full range of modifiers for the
classification. For example, a reference to Moodys Baa or S&Ps BBB quality rating incorporates Baa1 to Baa3 and BBB+ to BBB-, respectively.
The following is a description of the characteristics of ratings as recently published by Moodys, Fitch and S&P.
Ratings by Moodys (Moodys Investors Service)
(from Moodys Investors Service, Rating Symbols and Definitions, September 2013)
Global Long-Term Rating Scale
Ratings assigned on
Moodys global long-term rating scale are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and
public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss
suffered in the event of default.
Aaa
|
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
|
Aa
|
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
|
A
|
Obligations rated A are considered to be upper-medium grade and are subject to low credit risk.
|
Baa
|
Obligations rated Baa are judged to be medium grade and subject to moderate credit risk, and as such may possess certain speculative characteristics.
|
Ba
|
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
|
B
|
Obligations rated B are considered speculative and are subject to high credit risk.
|
Caa
|
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
|
Ca
|
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
C
|
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
|
Note:
Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Ratings by Fitch (Fitch Ratings)
(from Fitch
Ratings, Definitions of Ratings and Other Forms of Opinion, January 2014)
Corporate Finance Obligations - Long-Term Rating Scales
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for
financial obligations in corporate finance, a measure of recovery
59
given default on that liability is also included in the rating assessment. This notably applies to covered bonds
ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument. The relationship between issuer scale and obligation scale assumes an historical average recovery of between
30%-50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entitys issuer rating.
AAA
|
Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity
is highly unlikely to be adversely affected by foreseeable events.
|
AA
|
Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable
to foreseeable events.
|
A
|
High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to
adverse business or economic conditions than is the case for higher ratings.
|
BBB
|
Good credit quality. BBB ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic
conditions are more likely to impair this capacity.
|
BB
|
Speculative. BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial
alternatives may be available to allow financial commitments to be met.
|
B
|
Highly speculative. B ratings indicate that material credit risk is present.
|
CCC
|
Substantial credit risk. .
|
CC
|
Very high levels of credit risk.
|
C
|
Exceptionally high levels of credit risk.
|
Note:
The modifiers + or -
may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA obligation category, or to corporate finance obligation ratings in the categories below CCC.
Ratings of Structured, Project & Public Finance Obligations Long-Term Rating Scales
Ratings of structured finance, project finance and public finance obligations on the long-term scale, including the financial obligations of sovereigns,
consider the obligations relative vulnerability to default. These ratings are typically assigned to an individual security or tranche in a transaction and not to an issuer.
AAA
|
Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity
is highly unlikely to be adversely affected by foreseeable events.
|
AA
|
Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.
|
A
|
High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to
adverse business or economic conditions than is the case for higher ratings.
|
BBB
|
Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic
conditions are more likely to impair this capacity.
|
BB
|
Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time.
|
60
B
|
Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued
payment is vulnerable to deterioration in the business and economic environment.
|
CCC
|
Substantial credit risk. Default is a real possibility.
|
CC
|
Very high levels of credit risk. Default of some kind appears probable.
|
C
|
Exceptionally high levels of credit risk. Default is imminent or inevitable.
|
Note:
The
modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-Term Rating category, or categories below B.
Ratings by S&P (Standard & Poors Ratings Group)
(from Standard & Poors Ratings Definitions, November 2013)
Long-Term Issue Credit Ratings
Issue credit ratings are
based, in varying degrees, on Standard & Poors analysis of the following considerations: Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms
of the obligation; Nature of and provisions of the obligation; Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting
creditors rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in
the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.
AAA
|
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
|
AA
|
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
|
A
|
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors
capacity to meet its financial commitment on the obligation is still strong.
|
BBB
|
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet
its financial commitment on the obligation.
|
BB, B, CCC, CC, and C
Obligations rated BB, B, CCC,
CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
|
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions
which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
|
B
|
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
|
CCC
|
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the
obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
|
CC
|
An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but Standard & Poors expects default to be a
virtual certainty, regardless of the anticipated time to default.
|
61
C
|
An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated
higher.
|
Note:
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within the major rating categories.
62
APPENDIX B: PROXY VOTING POLICIES AND PROCEDURES
DODGE & COX FUNDS
PROXY
VOTING POLICIES AND PROCEDURES
Revised February 25, 2014
The Dodge & Cox Funds have authorized Dodge & Cox to vote proxies on behalf of the Dodge & Cox Funds pursuant to the following
Dodge & Cox Proxy Voting Policies & Procedures. To the extent issues are not covered by the Dodge & Cox Proxy Voting Policies & Procedures, the Dodge & Cox Funds have authorized Dodge & Cox to
vote proxies in its absolute discretion after taking into consideration the best interests of the Dodge & Cox Funds and its shareholders.
The following proxy voting policies and procedures (Policies and Procedures) have been adopted by Dodge & Cox, a
California corporation (Dodge & Cox), an investment adviser registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended (Advisers Act).
Dodge & Coxs clients include Dodge & Cox Funds (the Trust), an investment company registered with the SEC under the Investment Company Act of 1940, as amended (1940 Act), consisting of six series
(Dodge & Cox Stock Fund, Dodge & Cox Global Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund, Dodge & Cox Income Fund, and Dodge & Cox Global Bond Fund, collectively,
the Funds) as well as individuals, UCITS umbrella funds, corporations and pension plans subject to the Employee Retirement Income Security Act of 1974 (ERISA).
These Policies and Procedures are adopted to ensure compliance by Dodge & Cox with Rule 206(4)-6 under the Advisers Act, Rule 30b1-4
and Form N-1A under the 1940 Act and other applicable fiduciary obligations under rules and regulations of the SEC and interpretations of its staff. Dodge & Cox follows these Policies and Procedures for each of its clients as required under
the Advisers Act and other applicable laws, unless expressly directed by a client in writing to refrain from voting that clients proxies (or, to the extent permitted by applicable law, to vote in accordance with the clients proxy voting
policies and procedures). To the extent issues are not covered by the Dodge & Cox Proxy Policies and Procedures, Dodge & Cox will vote proxies in its absolute discretion after taking into consideration the best interests of its
clients (i.e., the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform.).
GENERAL POLICY
Dodge & Cox
maintains a policy of voting proxies in a way which, in Dodge & Coxs opinion, best serves the interest of its clients in their capacity as shareholders of a company. Dodge & Cox believes that this is consistent with SEC and
U.S. Department of Labor guidelines, which state that an investment managers primary responsibility as a fiduciary is to vote in the best interest of its clients. As an investment manager, Dodge & Cox is primarily concerned with
maximizing the value of its clients investment portfolios. Dodge & Cox normally votes in support of company management, but votes against proposals that Dodge & Cox believes would negatively impact the long-term value of its
clients shares of a company.
In those instances in which Dodge & Cox has been given full discretion with regard to
proxies, Dodge & Cox voted and will continue to vote based on its principle of maximizing shareholder value, as described above.
PROXY DECISION-MAKING PROCESS
All
proxies are reviewed by Dodge & Coxs designated Proxy Officer or delegate and a securities analyst. The Proxy Officer or delegate votes the proxies according to these guidelines and consults the Proxy Policy Committee (consisting of
the current Proxy Officer, appropriate securities analyst, a subset of the firms Investment Policy Committee and International Investment Policy Committee, and a member of the Legal and Compliance Departments) when necessary. Issues that are
not clearly covered by these guidelines are reviewed by one or more members of the Proxy Policy Committee who then decide on an appropriate policy or recommend further review by the relevant investment policy committee.
63
To assist Dodge & Cox with its research and decision-making process and to help
Dodge & Cox stay abreast of current issues, it has retained the services of an outside proxy administrator to administer proxy voting and reporting for Dodge & Coxs clients. Dodge & Cox votes each proxy while the
proxy administrator ensures that the decisions are implemented for each client. Additionally, Dodge & Cox has retained the services of two outside proxy research firms to provide Dodge & Cox with research relating to proxy issues
and to make proxy voting recommendations. The Proxy Officer is responsible for: (i) voting the proxies of clients subject to these Policies and Procedures; (ii) overseeing the outside proxy administrator; (iii) implementing these
Policies and Procedures; (iv) consulting with analysts for the relevant portfolio security (and the Proxy Policy Committee if necessary); and (v) maintaining proxy voting records.
LIMITATIONS RELATING TO PROXY VOTING
While Dodge & Cox uses its best efforts to vote proxies, in certain circumstances it may be impractical or impossible to do so. For example, when a
client has loaned securities to a third party, such securities are generally not available for proxy voting. Dodge & Cox may also be prohibited from voting certain shares or required to vote in proportion to other shareholders under
applicable U.S. or foreign regulatory requirements or company governance provisions.
Corporate governance standards, disclosure
requirements, and voting mechanics vary greatly among foreign markets in which the Funds may invest. Dodge & Cox will cast votes in a manner believed to be consistent with these Policies and Procedures, while taking into account differing
practices by market. Some foreign markets require that securities be blocked or registered to vote at a companys meeting. Absent an issue of compelling importance, Dodge & Cox will generally not subject the
Dodge & Cox Funds to the loss of liquidity imposed by these requirements. Additionally, Dodge & Cox may not be able to vote proxies in connection with certain holdings of foreign securities if Dodge & Cox does not receive
the proxy statement in time to vote the proxies or does not meet the requirements necessary to vote the securities. The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings.
As such, Dodge & Cox may limit its voting of foreign holdings in instances where the issues presented are unlikely to have a material impact on shareholder value.
PROXY VOTING GUIDELINES
PLEASE NOTE: The
examples below are provided to give a general indication as to how Dodge & Cox will vote proxies on certain issues. However, these examples do not address all potential voting issues or the intricacies that may surround individual proxy
votes, and for that reason, actual proxy votes may differ from the guidelines presented here. It is also important to note that the proxy voting policies described herein may at times be inconsistent with our investment decisions.
|
A.
|
Approval of Auditors (unless a change is not satisfactorily explained) and Compensation in Line with Prevailing Practice.
|
|
B.
|
Change Date and Place of Annual Meeting (if not associated with a takeover).
|
|
C.
|
Change in Company Name.
|
|
D.
|
Approval of Financial Statements (foreign companies).
|
|
E.
|
Payment or Distribution of Dividends (foreign companies).
|
|
F.
|
Other Business (domestic companies).
|
64
Dodge & Cox considers the reputation, experience, and competence of a companys
management and Board when it researches and evaluates the merits of investing in a particular security. In general, Dodge & Cox has confidence in the abilities and motives of the Board and management of the companies in which
Dodge & Cox invests and typically will vote in accordance with them on the above-referenced and other routine issues. Dodge & Cox will typically vote against shareholder proposals that require a company to pay a dividend, as the
decision to return excess cash is best made by a companys management.
|
G.
|
Other Business (foreign companies).
|
Dodge & Cox will typically vote against other
business proposals in foreign markets, as it varies by market what can legally be covered under other business and it cannot be known, when voting by proxy, whether the items raised under other business would be beneficial to shareholders.
|
H.
|
Amend Bylaws/Articles of Association to Bring in Line with Changes in Local Laws & Regulations.
|
Dodge & Cox will generally support the amending of an issuers bylaws to bring the bylaws in line with local laws and
regulations, however, Dodge & Cox will vote against proposals that Dodge & Cox believes would negatively impact the long-term value of its clients shares of a company.
II.
|
Capitalization / Reorganization
|
|
A.
|
Issuance of Securities to Meet Ongoing Corporate Needs.
|
|
C.
|
Share Repurchase Authorization.
|
|
D.
|
Cancel Treasury Shares (in connection with a Share Repurchase Program).
|
Dodge & Cox
considers the reputation, experience, and competence of a companys management and Board when it researches and evaluates the merits of investing in a particular security. In general, Dodge & Cox has confidence in the abilities and
motives of the Board and management of the companies in which Dodge & Cox invests and typically will vote in accordance with them on the above-referenced and similar issues.
|
E.
|
Issuance of Blank Check Preferred.
|
Dodge & Cox supports managements ability to
raise capital to meet ongoing business needs. However, the ability to issue large blocks of securities for any purpose without shareholder approval can be detrimental to shareholder value. A company can issue and place large blocks of stock in
friendly hands to thwart or deter an unwanted takeover. Dodge & Cox typically supports provisions where a company expressly states that the securities would not be used as a takeover defense nor carry special voting rights.
Dodge & Cox generally supports managements decision to
reincorporate in another location for reasons other than to prevent takeover attempts.
65
|
A.
|
Compensation, Stock Option, Employee Stock Purchase Plans and Savings Plans that are Generally in Line with Prevailing Practice.
|
Dodge & Cox typically supports measures which enable companies to attract and retain key employees and directors. Dodge & Cox
reviews each compensation plan to evaluate whether the plan overly dilutes shareholder value. Dodge & Cox uses two independent proxy research firms which provide research on proxy issues as a source to help determine the dilutive effects of
each plan. Dodge & Cox favors plans which reward long-term performance and align management and shareholders interests.
Provisions for golden parachutes are evaluated on a
case-by-case basis. Dodge & Cox generally supports golden parachutes when it believes that they will enable the company to attract and retain key executives.
Dodge & Cox generally supports proposals establishing a policy of
expensing the costs of all stock options issued by a company in the companys annual income statement. Most companies report the cost of stock options on a pro-forma basis in a footnote in the financial statements, rather than include the
option costs in determining operating income. Dodge & Cox believes that the lack of option expensing may be a factor in encouraging excessive use of options in a companys compensation plans and that unexpensed options can obscure and
understate the cost of executive compensation. Dodge & Cox also believes that a desire to gain personal wealth through options may promote executives to pursue corporate strategies designed to promote short-term stock price rather than
long-term corporate value.
|
D.
|
Claw-Back of Payments Under Restatement.
|
In evaluating claw-back shareholder proposals,
Dodge & Cox will consider whether the company has a history of negative material restatements and/or whether the company has already adopted a formal claw-back policy. While Dodge & Cox typically votes against shareholder proposals
requesting that companies adopt policies that seek to recoup bonuses/awards in the event of a significant negative restatement of financial results, each proposal will be reviewed on a case-by-case basis.
|
E.
|
Advisory Votes on Compensation.
|
Dodge & Cox typically supports managements
discretion to set compensation for executive officers and will generally vote in favor of the compensation practices of the companies in which it invests so long as Dodge & Cox believes that the plans align management and shareholders
interests.
|
F.
|
Frequency of Advisory Votes on Compensation.
|
Dodge & Cox believes that management is
in the best position to determine how frequently an advisory vote on compensation should appear on a companys proxy and will typically vote in line with managements recommendation with regard to such matters. In the absence of a
recommendation by management, Dodge & Cox will typically vote to have the advisory vote on compensation appear on a companys proxy every three years consistent with our long-term investment horizon.
|
G.
|
Limit Services of Compensation Consultant.
|
Dodge & Cox will typically vote against
shareholder proposals that seek to limit the services of compensation consultants to strictly performing compensation-related consulting. Such a proposal limits the issuers ability to retain consulting services that it believes would be
necessary or beneficial to the firm.
66
IV.
|
Board & Management Related
|
|
A.
|
Election of Directors in Uncontested Elections.
|
|
B.
|
Indemnification of Officers and Directors in Line with Prevailing Practice.
|
Dodge &
Cox considers the reputation, experience, and competence of a companys management and Board when it researches and evaluates the merits of investing in a particular security. In general, Dodge & Cox has confidence in the abilities and
motives of the Board and management of the companies in which Dodge & Cox invests and typically will vote in accordance with them on the above issues. However, Dodge & Cox will typically vote against the election of a director if
insufficient information is provided on the proposed director., When reviewing foreign indemnification proposals, Dodge & Cox will consider using Delaware law as a benchmark for evaluating appropriate levels of indemnification for officers
and directors.
There is no optimal size or composition of inside and outside directors that
fits every company. Dodge & Cox considers the composition, reputation and experience of a companys Board in the process of reviewing the merits of investing in a particular companys shares. Dodge & Cox prefers that the
number of directors be fixed and cannot be altered without shareholder approval; allowing management to increase or decrease the size of the Board can be used as an anti-takeover defense. Dodge & Cox also prefers that companies have a
majority of independent directors and for companies to have compensation and audit committees composed entirely of independent directors. Dodge & Cox will typically vote in favor of the establishment of a nominating committee for the Board
of Directors.
|
D.
|
Independent Chairman (Separate Chairman / Chief Executive Officer).
|
Dodge & Cox
considers the reputation, experience, and competence of a companys management and Board when it researches and evaluates the merits of investing in a particular security. Directors and management of companies are in the best position to
determine an efficient, functional structure for the board of directors and splitting the positions of Chief Executive Officer and Chairman may not be in the best interests of the company or its shareholders. Dodge & Cox typically will vote
in accordance with company management on the above issues.
|
E.
|
Directors Term in Office / Length of Service / Mandatory Retirement Age.
|
Dodge & Cox believes that any restrictions on a directors tenure, such as a mandatory retirement age or length of service
limits, could harm shareholder interests by forcing experienced and knowledgeable directors off the Board.
Dodge & Cox will generally support non-binding shareholder
proposals that encourage companies to adopt a succession plan for senior management, if the company does not currently have a succession plan in place.
|
G.
|
Shareholders Ability to Remove and Approve Directors.
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Dodge & Cox believes that
fair and democratic access to the Board is an important factor in increasing the accountability of the Board of Directors to shareholders. Thus, Dodge & Cox would generally support proposals whereby nominations of directors by a stockholder
would be included in the proxy statement and ballot. Dodge & Cox would vote against proposals restricting the shareholders ability to remove a director, as it could serve to entrench management. Dodge & Cox does not support
proposals giving continuing directors the right to fill vacant Board seats without shareholder approval.
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H.
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Majority of Votes to Elect Directors.
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Dodge & Cox will typically support non-binding
shareholder proposals to require a majority vote standard for the election of directors provided it does not conflict with the state law where the company is incorporated; however, if the proposals are binding, Dodge & Cox will give careful
review on a case-by-case basis of the potential ramifications (e.g., whether the resolution allows for a carve-out for a plurality vote standard when there are more nominees than board seats).
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I.
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Classified Boards / Annual Elections.
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Dodge & Cox does not support classified Boards
because this makes a change in Board control more difficult to effect, and hence may reduce the accountability of the Board to shareholders.
Dodge & Cox will typically vote against proposals to establish
cumulative voting, as cumulative voting does not align voting interest with economic interest in a company.
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K.
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Directors Required to Own Specified Amount of Company Stock.
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Dodge & Cox typically
does not support proposals requiring directors to own a specific amount of a companys shares, as it could prove onerous to qualified individuals who could otherwise contribute significantly to the company.
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L.
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Include Shareholders Nominations of Directors in Proxy.
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Dodge & Cox generally
supports including shareholders nominations of directors in the proxy statement and ballot as it serves to increase the accountability of the Board to shareholders. Dodge & Cox will generally consider the proposed length and percent
ownership, as well as other governance provisions at the company, when determining how to vote on proxy access proposals. Dodge & Cox believes that fair and democratic access to the Board is an important part of increasing accountability.
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M.
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Retirement Benefits for Non-Employee Directors.
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Dodge & Cox typically does not
support shareholder proposals which seek to eliminate retirement benefits for non-employee directors. Dodge & Cox believes such proposals could hinder companies from attracting and retaining qualified Board members.
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N.
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Director Compensation.
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Dodge & Cox typically does not support shareholder proposals
which seek to pay directors partially or solely in stock. Dodge & Cox believes that the Compensation Committee or full Board is best qualified to design compensation packages which will attract, motivate and retain capable directors.
V.
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Anti-Takeover / Business Combinations
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Generally, Dodge & Cox does not support
those provisions which Dodge & Cox believes negatively impact the value of the shares by deterring an unwanted tender or takeover offer. Toward that end, Dodge & Cox generally supports the right of shareholders to vote on issues
pertaining to business combinations, restructurings, and changes in capitalization. Dodge & Cox does, however, support those policies that grant management time in which to respond to an unsolicited offer and which discourage two-tier
offers.
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A.
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Opt-Out of State Law Business Combination Provisions.
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Dodge & Cox generally supports
shareholder proposals to opt-out of certain state laws designed to deter unwanted takeovers. The corporation can continue to receive the many benefits of incorporation in a particular state, while the opt-out removes
anti-takeover provisions that may detract from shareholder value.
While Dodge & Cox would support a Fair Price provision concerned only
with preventing two-tier offers, many also give the Board sole discretion in determining the fair price of its securities. This determination can be overridden only by a supermajority vote of the shareholders. Dodge & Cox
believes that this is in conflict with Dodge & Coxs policy of preserving shareholder value.
Dodge & Cox does not support supermajority voting provisions. By
vesting a minority with veto power over shareholder decisions, a supermajority provision could deter tender offers and hence adversely affect shareholder value.
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D.
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Shareholder Rights Proposals / Poison Pills.
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Generally, Dodge & Cox supports
managements decision to implement shareholders rights programs because they do not seem to deter or prevent takeovers, but instead provide the Board time to pursue alternatives often resulting in better value for shareholders. Dodge &
Cox may vote against a shareholder rights program if local law provides safeguards that allow a company to adequately assess a takeover offer. Dodge & Cox generally supports shareholder proposals requesting that the company submit existing
or future shareholders rights programs to a shareholder vote (although it may vote against a proposal when a company has adopted a meaningful alternative to the shareholder proposal). In considering proposals to ratify shareholders rights programs,
Dodge & Cox will generally consider the following criteria, among other factors:
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20% or higher flip-in or flip-over;
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Two-to three-year sunset provision;
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No dead-hand, slow-hand, no-hand or similar features;
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Shareholder redemption feature - if the board refuses to redeem the pill 90 days after an offer is announced, ten percent of the shares may call a special meeting or seek a written consent to vote on rescinding the
pill.
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Dodge & Cox does not support the payment of greenmail, the
situation in which a potential bidder is paid a premium as a condition of not pursuing a takeover of or restructuring of the company, since one shareholder profits at the expense of the others.
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F.
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Mergers, Acquisitions and Spin-offs.
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Dodge & Cox considers each proposal concerning a
merger, acquisition or spin-off on a case-by-case basis. Dodge & Cox will generally support these types of corporate restructurings where it believes that they would maximize long-term shareholder value. When Dodge & Cox is in
favor of a merger, acquisition or spin-off, Dodge & Cox will typically support a proposal to adjourn the meeting when votes for a merger or acquisition are insufficient, as this gives management additional opportunities to present
shareholders with information about its proposals.
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G.
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Amend Bylaws Without Shareholder Consent.
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Dodge & Cox generally opposes proposals
giving the Board of Directors exclusive authority to amend the bylaws of the company without seeking shareholder consent.
Since there exists the possibility that certain shareholders may be
subject to undue pressure to vote in favor of management, Dodge & Cox believes that the voting process is better served by confidentiality.
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B.
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Right to Call Meetings.
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Dodge & Cox generally supports proposals that give
shareholders the ability to call special meetings and vote on issues outside of the companys annual meeting. Limiting the forum in which shareholders are able to vote on proposals could adversely affect shareholder value. Dodge & Cox
will generally support shareholder proposals that seek to allow stockholders owning 10 percent or more of the outstanding shares of the companys common stock to call a special meeting and will consider proposals with thresholds lower than 10
percent on a case-by-case basis.
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C.
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Shareholder Action by Written Consent.
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Dodge & Cox typically supports the right of
shareholders to take action by written consent because it facilitates broader corporate governance but will generally consider the minimum consent threshold as well as other governance rights shareholders may have at the company when determining how
to vote.
Dodge & Cox does not support supermajority voting provisions with
respect to corporate governance issues. By vesting a minority with veto power over shareholder decisions, a supermajority provision could deter tender offers and hence adversely affect shareholder value.
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E.
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Omission of Irrelevant Proxy Issues.
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Dodge & Cox has made it a policy not
to get involved in determining what is appropriate for a company to include or exclude in its proxy statements, as there are very specific rules laid out by the SEC governing this issue. Dodge & Cox considers the proxy process to be a very
important part of corporate governance, and would consider any effort to limit this shareholder forum as an effort to reduce the accountability of management. Dodge & Cox defers to the SEC rules on this matter.
Dodge & Cox is generally opposed to dual-class capitalization
structures that provide disparate voting rights to different groups of shareholders with similar economic investments. As such, all things equal, Dodge & Cox will generally oppose the creation of separate classes with different voting
rights, and will typically support the dissolution of such classes in cases where controlling interest significantly outweighs economic interest. However, for an existing dual class structure, Dodge & Cox may consider managements
record with respect to management and governance and will review proposals to eliminate a dual class structure on a case-by-case basis.
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G.
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Electronic Communications to Shareholders.
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Dodge & Cox will typically support
proposals that allow companies to provide electronic communications/notices to shareholders in lieu of paper notices, provided that the company complies with local laws for disseminating information to shareholders.
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Dodge & Cox will generally vote against proposals that select a
specific jurisdiction as the exclusive venue for certain shareholder lawsuits, as it could limit the ability of shareholders to take legal action against the company.
VII.
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Social / Environmental (Representative Issues)
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Dodge & Cox generally supports
managements decisions regarding a companys business operations. Dodge & Cox will review shareholder proposals regarding social and environmental issues on a case-by-case basis and will consider supporting proposals that address
material issues that it believes will protect and/or enhance the long-term value of the company.
VIII.
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Mutual Fund Proxies
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A.
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Election of Trustees/Directors.
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In general, Dodge & Cox has confidence in the
abilities and motives of the Board of the mutual funds in which Dodge & Cox invests and typically will vote in support of the proposed nominees in uncontested elections.
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B.
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Investment Advisory Agreement.
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Dodge & Cox votes on investment advisory agreements on
a case-by-case basis.
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C.
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Fundamental Investment Restrictions.
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Dodge & Cox votes on amendments to a funds
fundamental investment restrictions on a case-by-case basis.
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D.
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Distribution Agreements.
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Dodge & Cox votes on distribution agreements on a
case-by-case basis.
CONFLICTS OF INTEREST
Dodge & Cox is sensitive to conflicts of interest that may arise in the proxy decision-making process. For example, conflicts of interest may arise
when: (i) proxy votes regarding non-routine matters are solicited by an issuer who has an institutional separate account relationship with Dodge & Cox; (ii) a proponent of a proxy proposal has a business relationship with
Dodge & Cox (e.g., an employee group for which Dodge & Cox manages money); (iii) Dodge & Cox has business relationships with participants in proxy contests, corporate directors or director candidates; or (iv) a
Dodge & Cox employee has a personal interest in the outcome of a particular matter before shareholders (e.g., a Dodge & Cox executive has a relative who serves as a director of a company). Dodge & Cox is committed to
resolving all such and similar conflicts in its clients best interests. Dodge & Cox has developed these Policies and Procedures to serve the best interests of its clients, and accordingly, will generally vote pursuant to these
Policies and Procedures when conflicts of interest arise. When there are proxy voting proposals that give rise to conflicts of interest and such proposals are not addressed by these Policies and Procedures, the Proxy Policy Committee will consult
Dodge & Coxs Compliance Officer and senior management. The Proxy Policy Committee, Compliance Officer and senior management will consult with an independent consultant or outside counsel to resolve material conflicts of interest.
Possible resolutions of such conflicts may include: (i) voting in accordance with the guidance of an independent consultant or outside counsel; (ii) erecting information barriers around the person or persons making voting decisions;
(iii) designating a person or committee to vote that has no knowledge of any relationship between Dodge & Cox and the issuer, its officers or directors, director candidates, or proxy proponents; (iv) voting in proportion to other
shareholders; or (v) voting in other ways that are consistent with Dodge & Coxs obligation to vote in its clients best interests.
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PROXY VOTING RECORDKEEPING
Dodge & Cox maintains records of the following items: (i) these Policies and Procedures; (ii) proxy statements received regarding client
securities (unless such statements are available on the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes Dodge & Cox cast on behalf of clients, which may be maintained by a third
party service provider if the service provider undertakes to provide copies of those records promptly upon request; (iv) records of written requests for proxy voting information and Dodge & Coxs response to such request (whether
a clients request was oral or in writing); and (v) any documents prepared by Dodge & Cox that were material to making a decision on how to vote, or that memorialized the basis for the decision. Additionally, Dodge & Cox
will maintain any documentation related to an identified material conflict of interest.
Dodge & Cox or its agent will maintain
these records in an easily accessible place for at least five years from the end of the fiscal year during which the last entry was made on such record. For the first two years, Dodge & Cox or its agent will store such records at its
principal office.
REVIEW OF POLICIES AND PROCEDURES
These Policies and Procedures will be subject to periodic review as deemed appropriate by Dodge & Cox.
HOW TO OBTAIN DODGE & COX FUNDS PROXY VOTING RECORD
Information regarding how Dodge & Cox, on behalf of the Dodge & Cox Funds, voted proxies relating to the Dodge & Cox Funds
portfolio securities for the 12 months ending June 30 is available on the Dodge & Cox Funds website at www.dodgeandcox.com and on the SECs website at www.sec.gov.
Link to Prospectus
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