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The following is an excerpt from a DEF 14A SEC Filing, filed by DODGE & COX FUNDS on 3/5/2007.
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DODGE & COX FUNDS - DEF 14A - 20070305 - PROXY_STATEMENT

PROXY STATEMENT

 


GENERAL

This document is a proxy statement (the “Proxy Statement”). This Proxy Statement and enclosed proxy card(s) are being furnished to shareholders of each of the Dodge & Cox Stock Fund, Dodge & Cox International Stock Fund, Dodge & Cox Balanced Fund and Dodge & Cox Income Fund (each a series of Dodge & Cox Funds) (each, a “Fund,” and collectively, the “Funds”) in connection with five Proposals. This Proxy Statement sets forth concisely the information that shareholders should know in order to evaluate the Proposals.

The Board of Trustees (the “Board,” the members of which are referred to herein as “Trustees”) of Dodge & Cox Funds (the “Trust”), is soliciting proxies from shareholders on behalf of each Fund, for use at the Meeting of Shareholders of each of the Funds, to be held in the A.P. Giannini Memorial Auditorium, Lower Level, 555 California Street, San Francisco, CA 94104, at 8:30 a.m. Pacific Time, on Tuesday, April 17, 2007, and at any and all adjournments thereof (each, a “Meeting”).

The Board has fixed the close of business on February 20, 2007, as the record date for determination of shareholders entitled to notice of and to vote at the Meeting (the “Record Date”). You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) with respect to a Fund if you owned shares of that Fund at the close of business on the Record Date.

This Proxy Statement, the Notice of Meeting and the proxy card(s) are first being mailed to shareholders on or about March 5, 2007.

At a Board meeting held on February 5, 2007, the Board unanimously approved and recommended that you vote FOR all the Proposals.

It is important for you to vote on the issues described in this Proxy Statement. We recommend that you read this Proxy Statement in its entirety to help you decide how to vote on the Proposals.

 

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The following Proposals will be considered and acted upon at the Meeting:

 

 

       Proposal    Page
1.    Amend each Fund’s fundamental investment restrictions with respect to the percentage of each Fund’s assets that are subject to diversification requirements.    3
     
2.    Amend each Fund’s fundamental investment restrictions with respect to investments in commodities, commodity contracts and real estate.    5
     
3.    Amend each Fund’s fundamental investment restrictions with respect to making loans.    7
     
4.    Eliminate each Fund’s fundamental investment restrictions with respect to investments in oil, gas and mineral leases or other mineral exploration or development programs.    10
     
5.    Amend each Fund’s fundamental investment restrictions with respect to borrowing and issuing senior securities.    11

Under the Investment Company Act of 1940, as amended (the “1940 Act”), a Fund’s “fundamental” investment policies may only be changed with shareholder approval.

If a Proposal is approved by shareholders of one Fund and disapproved by shareholders of another Fund, the Proposal may be implemented for the Fund that approved the Proposal and will not be implemented for any Fund that did not approve the Proposal.

 

This Proxy Statement should be kept for future reference. The most recent Annual Report of the Funds, including financial statements, for the fiscal year ended December 31, 2006, has been mailed previously to shareholders. If you would like to receive an additional copy of the Annual Report free of charge, or copies of any subsequent shareholder report, visit the Funds’ web site at www.dodgeandcox.com, contact the Trust at Dodge & Cox Funds, c/o Boston Financial Data Services, P.O. Box 8422, Boston, MA 02266-8422 or call 1-800-621-3979. Shareholder reports will be sent by first class mail within three business days of the receipt of the request.

 

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSALS 1 THROUGH 5.

 

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