Shareholder Meeting and Proxy Vote

Mutual funds may hold special meetings of shareholders to elect Board Members, seek approval of changes to certain policies, or address other matters that require shareholder approval. As a shareholder of one or more of the Dodge & Cox Funds, you are entitled to vote on important matters that will be presented at a shareholder meeting of the Dodge & Cox Funds on October 24, 2024. You may attend the shareholder meeting via teleconference to cast your vote, or you may cast a proxy vote, which allows you to cast your vote through the mail, over the telephone, or online. By casting a proxy vote, your vote will be counted without requiring you to dial in at the meeting time. If you cast a proxy vote, you may still choose to dial in to the meeting.

Shareholders of record at the close of business on the record date are entitled to vote. Shareholders may cast one vote for each share of a Fund they hold with respect to each Proposal affecting that Fund (and a proportionate fractional vote for each fractional share held). The record date for the upcoming meeting of the Dodge & Cox Funds is August 15, 2024. The Notice of Meeting, the proxy card, and the proxy statement will be mailed to shareholders who held shares as of that date.

The purpose of the shareholder vote is to elect nominees to the Board of Trustees of the Trust and to update the investment objective of the Dodge & Cox Balanced Fund. The Board, upon recommendation by Dodge & Cox, believes it is in the interest of the Balanced Fund’s shareholders to approve a more general investment objective in order to provide the Fund with long-term flexibility. Dodge & Cox and the Board do not propose or anticipate any material change in the way the Balanced Fund is managed as a result of the proposed change to its investment objective. 

Once you receive your proxy materials, we ask that you vote right away.  Voting early helps reduce the number of phone calls we need to make and notices we have to send, helping keep costs low for shareholders. 

The Balanced Fund’s current investment objective states, “The Fund seeks regular income, conservation of principal, and an opportunity for long-term growth of principal and income.” The Board proposes the Balanced Fund’s investment objective be changed to, “The Fund seeks income and long-term capital appreciation.”

Dodge & Cox believes it is in the interest of the Balanced Fund’s shareholders to approve a simpler and more general investment objective. The Balanced Fund’s inception date was June 26, 1931, and over time the term “conservation of principal” has come to be more typically associated with funds that invest in the highest quality short-term instruments, such as money market or short-term bond Funds. Accordingly, Dodge & Cox recommends removing that reference from the Fund’s objective. This change will not affect the Fund’s investment strategies or principal risks. Making this change requires a shareholder vote.

No.

U.S. securities laws impose certain restrictions on the filling of Board vacancies without an election. Board members of the Dodge & Cox Funds were last elected by Fund shareholders in 2014, and since then, several Board members have retired or will retire this year. One of the principal purposes of this shareholder meeting is for shareholders to elect the current Trustees who will continue serving, as well as 4 new Trustees whose nominations have been proposed by the Nominating and Governance Committee of the Board and approved by the Board.

If shareholders vote in favor of electing all of the proposed Trustees, 75% of the Trustees will be independent. Dana Emery will continue to serve as the Chair of the Board and Gary Roughead will continue to serve as the Lead Independent Trustee.

Charles F. Pohl, Dana M. Emery, Mark E. Smith, Gary Roughead, Shawn Purvis, Gabriela Franco Parcella, Ann Mather, Thomas A. Larsen, Caroline M. Hoxby, and Luis Borgen currently serve on the Board.

Diana F. Cantor, Lucinda Johns, Roger G. Kuo, and Jennifer A. Nason have been nominated by the Nominating and Governance Committee and the Board. Ms. Cantor and Ms. Nason will become independent Trustees upon their election by shareholders, while Ms. Johns and Mr. Kuo will become interested Trustees.

If the nominees are successfully elected to the Board of Trustees at the Meeting, Charles F. Pohl plans to retire from the Board directly following the Meeting, and Thomas A. Larsen plans to retire from the Board on December 31, 2024.

Each Dodge & Cox Fund is overseen 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 Investment Company Act of 1940, the laws of Delaware, and other relevant laws. Dodge & Cox manages the day-to-day operations of the Funds under the oversight of the Board of Trustees.

The Investment Company Act of 1940—the primary federal law governing mutual funds and directors—imposes specific responsibilities on independent trustees and looks to them to monitor potential conflicts of interest between the fund and its adviser.

According to the Supreme Court, the independent trustees on mutual fund boards have “the primary responsibility” for looking after the interests of the fund’s shareholders and serve as “independent watchdogs” who “furnish an independent check” upon the management of the fund.

A trustee must satisfy a number of specific requirements to be “independent” under U.S. securities laws. Among other things, an independent trustee cannot currently have, or at any time during the previous two years have had, a significant business relationship with the fund’s investment adviser or certain affiliated parties. An independent trustee also cannot own any stock of the investment adviser or certain related entities of the investment adviser, such as parent companies or subsidiaries.

Yes. At a Board meeting held on June 3, 2024, the Board unanimously approved and recommended that you vote FOR all the nominees and proposals.

Yes. Morrow Sodali Fund Solutions (MSFS) is the proxy solicitation firm providing the voting and tabulation services to shareholders of record for this proxy.

If MSFS has not received your proxy card or if you have not voted by internet or telephone before the date of the shareholder meeting, a representative from MSFS may contact you to remind you to exercise your right to vote.

The online proxy voting system maintains a high level of security to ensure the integrity of your vote. Security measures include the following:

• General Security Measures. MSFS has implemented a variety of technical and organizational security measures to address relevant risks, including an in-depth Information Security Policy, strict controls around access to shareholder data, industry standard virus and malware protection, and periodic vulnerability assessments.
• Personalized Control Numbers. Each shareholder receives a personalized voting control number with their proxy package. MSFS’s website application at www.proxyvotenow.com/dodgeandcox verifies these numbers and displays the correct proxy information for the individual shareholder.

All proxy votes received in good order before the shareholder meeting (on October 24, 2024) will be counted. You may also cast your vote at the meeting by attending the shareholder meeting teleconference. If the meeting is for some reason adjourned or postponed, all votes received before the meeting reconvenes will be counted at the reconvened meeting.

In order to hold a vote on proposals at the shareholder meeting, a “quorum” of shareholders, representing one-third of the shares of the Trust (for Proposal 1) or one-third of the shares of the Balanced Fund (for Proposal 2) must be represented, either by submitting a proxy or by attending the meeting. In order to pass Proposal 1, a plurality of the votes must be in favor of the Proposal. Approval of Proposal 2 will require the approval of the lesser of:  67 percent or more of the Balanced Fund shares present at the meeting, if the holders of more than 50 percent of the Balanced Fund’s outstanding shares are present or represented by proxy; or more than 50 percent of the Balanced Fund’s outstanding shares.

Yes. You may revoke your proxy or change your vote at any time before the shareholder meeting on October 24, 2024, by:

• Sending a written notice expressly revoking your proxy;
• Executing another proxy bearing a later date that is received by the Fund at or prior to the shareholder meeting; or
• Attending the shareholder meeting teleconference and voting at the meeting. Please remember that since your voting instructions are processed in the order in which they are received, your last vote received will be the one counted.

Please vote by one of the following methods:

• Mail: Please complete, date, and sign the proxy card delivered to you and return it in the included postage-paid envelope.
• Telephone: Have your proxy card available. Call the toll-free number listed on the proxy card. Follow the recorded instructions and have your control number from the proxy card available.
• Internet: Have your proxy card available. Go to the website or scan the QR code listed on the proxy card. Follow the instructions and have your control number from the proxy card available.

The proxy card also describes these simple voting instructions. If you sign, date, and return the proxy card(s), but do not specify a vote on a given Proposal, your vote will be counted in favor of that Proposal. If you have any questions on the Proposals before you vote, please contact our proxy solicitor, MSFS, toll-free at 833-812-4594.

We encourage you to vote by telephone or internet using the control number that appears on the enclosed proxy card. Voting by telephone or internet will reduce the time and costs to the Funds associated with this proxy solicitation.

Individual Accounts: Sign exactly as your name appears on the account.

Joint Accounts: When shares are held jointly, both shareholders should sign.

Other Types of Accounts: When signing as attorney, executor, administrator, trustee, or guardian, please provide full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer, and if a partnership, please sign in full partnership name by an authorized person.

The shareholder meeting will be held on Thursday, October 24, 2024, at 10:00 A.M. Pacific time via teleconference.  Any shareholder wishing to participate in the meeting telephonically can do so.

If you were a record holder of the Fund shares as of the record date, please send an e-mail to the Fund’s proxy solicitor at msfs-meetinginfo@morrowsodali.com no later than 2:00pm Eastern time on October 23, 2024, to register. Please include the Fund’s name(s) in the subject line and provide your name and address in the body of the e-mail. MSFS will then e-mail you the credentials to the teleconference and instructions for voting during the meeting.

If you held Fund shares through an intermediary, such as a broker-dealer, as of the record date, and you want to participate in the meeting, please e-mail MSFS at msfs-meetinginfo@morrowsodali.com no later than 2:00pm ET on October 23, 2024, to register. Please include the Fund’s name(s) in the subject line and provide your name, address, and proof of ownership as of the record date from your intermediary. Please be aware that if you wish to vote at the meeting, you must first obtain a legal proxy from your intermediary reflecting the Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an email from your intermediary containing the legal proxy or e-mail an image of the legal proxy to MSFS at msfs-meetinginfo@morrowsodali.com and put “Legal Proxy” in the subject line. MSFS will then provide you with the credentials for the teleconference and instructions for voting during the meeting. The teleconference credentials will only be active for the date and time of the meeting. If you have any questions prior to the meeting, please call MSFS at 833-812-4594.

Proposal 1. If the election of Trustees is approved, Ms. Cantor, Ms. Johns, and Mr. Kuo will be seated immediately following the Meeting; and Ms. Nason will be seated on or about February 1, 2025.

Proposal 2. If approved, the changed to the Balanced Fund’s investment objective will take effect promptly following the Meeting, once the Balanced Fund’s Prospectus can be updated to reflect the change.