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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
DODGE & COX BALANCED FUND
ONE SANSOME STREET, 35TH FLOOR
SAN FRANCISCO, CA 94104
2. Name of each series or class of funds for which this notice is filed:
DODGE & COX BALANCED FUND, Beneficial Shares - par value $1.00
3. Investment Company Act File Number: 811-173
Securities Act File Number: 2-11522
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year.
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sales price of securities sold during the fiscal
year:
35,304,020 Shares
$2,015,087,818 Aggregate Sales Price
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10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
35,304,020 Shares
$2,015,087,818 Aggregate Sales Price
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Not Applicable
12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 2,015,087,818
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ N/A
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - $434,353,361
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + N/A
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (I), plus line
(ii), less line (iii), plus line (iv)] (if applicable): $ 1,580,734,457
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 479,010.44
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 25, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
By (Signature and Title) /s/ W. Timothy Ryan
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W. Timothy Ryan, Secretary
Date: February 26, 1997
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February 25, 1997
Dodge & Cox Balanced Fund
One Sansome Street, 35th Floor
San Francisco, California 94104
Gentlemen:
As counsel to the Dodge & Cox Balanced Fund, a California trust (the
"Trust"), you have requested our opinion with respect to the shares of
beneficial interest, par value $1.00 per share, sold by the Trust during its
fiscal year ended December 31, 1996 (the "Shares") in connection with the notice
(the "Notice") being filed by the Trust with the Securities and Exchange
Commission pursuant to Rule 24f-2 promulgated under the Investment Company Act
of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:
(a) The Trust's Agreement and Declaration of Trust dated April 29,
1931, as amended and restated on November 27, 1951, and as
further amended on May 5, 1964 (as so amended, the "Declaration
of Trust"), certified to us by an officer of the Trust as being
true and complete and in effect throughout the Company's fiscal
year ended December 31, 1996 and as of the date of this opinion;
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Dodge & Cox Balanced Fund
February 25, 1997 Page 2
(b) The Bylaws of the Trust certified to us by an officer of the
Trust as being true and complete and in effect throughout the
Trust's fiscal year ended December 31, 1996 and as of the date of
this opinion;
(c) Audited Financial Statements of the Trust for its fiscal year
ended December 31, 1996;
(d) The Trust's Prospectus and Statement of Additional Information
effective during the fiscal year ended December 31, 1996
(collectively, the "Prospectus");
(e) Resolutions adopted by the Board of Trustees of the Trust (the
"Board") at the meeting of the Board held on December 2, 1996;
and
(f) A certificate of an officer of the Trust concerning certain
factual matters.
In rendering our opinion below, we have assumed that all of the Shares
were issued and sold at the per-share public offering price on the date of their
issuance in accordance with statements specified in the Trust's then-current
Prospectus and in accordance with Article IX of the Declaration of Trust. We
have assumed that the Trust received the purchase price for the Shares in cash.
We have not conducted an independent examination of the books and records of the
Trust for the purpose of determining whether all of the Shares were fully paid
prior to their issuance and do not believe it to be our obligation to do so.
Our opinion below is limited to the federal law of the United States
of America and the laws of the State of California, and we disclaim any opinion
as to the laws of any other jurisdiction. We further disclaim any opinion as to
any statute,
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Dodge & Cox Balanced Fund
February 25, 1997 Page 3
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental authority.
Based upon our examination of such questions of law as we have deemed
may be appropriate for the purpose of this opinion and subject to the foregoing,
we are of the opinion that the Shares, as sold in reliance upon the registration
under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 promulgated
under the Act, were legally issued, fully paid and nonassessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Notice being filed by the Trust with the Securities and Exchange Commission.
This opinion is rendered to you in connection with that Notice and is solely for
your benefit. This opinion may not be relied upon by you for any other purpose,
or relied upon by any other person, firm or other entity for any purpose,
without our prior written consent.
Sincerely yours,
/s/ HELLER, EHRMAN, WHITE & MCAULIFFE
