SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A/A
ADOPTION OF AND AMENDMENT TO NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
Investment Company Act File No. 811- 173
The undersigned, a Delaware business trust, hereby notifies
the Securities and Exchange Commission (the "Commission") that it hereby adopts
the Notification of Registration of the Dodge & Cox Balanced Fund, a California
common law trust, under and pursuant to the provisions of Section 8(a) of the
Investment Company Act of 1940, as amended, and in connection with such
notification of registration submits the following information:
Name: Dodge & Cox Funds
(a Delaware business trust, as successor registrant to Dodge
& Cox Balanced Fund, a California common law trust)
Address of Principal Business Office (No. & Street, City, State, Zip Code):
One Sansome Street
35th Floor
San Francisco, California 94104
Telephone Number (including area code): 1-800-254-8494
Name and address of agent for service of process:
Thomas M. Mistele, Esq.
Dodge & Cox
One Sansome Street
35th Floor
San Francisco, California 94104
Check Appropriate Box:
Registrant is filing an Amendment to its Registration
Statement pursuant to Section 8(b) of the Investment Company
Act of 1940 concurrently with the filing of Form N-8A(1):
YES NO X
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(1) On February 13, 1998, Dodge & Cox Balanced Fund, the California common law
trust,filed a Post-Effective Amendment to its registration statement on
Form N-1A in connection with the reorganization of Dodge & Cox Balanced
Fund, Dodge & Cox Income Fund, and Dodge & Cox Stock Fund as separate
series of Dodge & Cox Funds, the Delaware business trust. Both Dodge & Cox
Income Fund and Dodge & Cox Stock Fund adopted the registration statement
of Dodge & Cox Balanced Fund.
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Item 1. Name of Registrant: Dodge & Cox Funds
Item 2. State and Date of Organization: Delaware; February 13, 1998
Item 3. Form of Organization: business trust
Item 4. Classification of Registrant: management company
Item 5(a). Registrant is an open-end company.
Item 5(b). Registrant is a diversified company.
Item 6. Investment Adviser of Registrant:
Dodge & Cox
One Sansome Street
35th Floor
San Francisco, California 94104
Item 7. Trustees and Officers of the Registrant:
Harry R. Hagey, Chairman and Trustee
John A. Gunn, President and Trustee
A. Horton Shapiro, Executive Vice President and Trustee
W. Timothy Ryan, Treasurer, Secretary and Trustee
Katherine Herrick Drake, Vice President and Trustee
Dana M. Emery, Vice President and Trustee
Kenneth E. Olivier, Vice President and Trustee
Max Gutierrez, Jr., Trustee
Frank H. Roberts, Trustee
John B. Taylor, Trustee
Will C. Wood, Trustee
Thomas M. Mistele, Assistant Secretary and Assistant Treasurer
The address for each of the trustees and officers of the
Registrant:
One Sansome Street
35th Floor
San Francisco, California 94104
Item 8. Not Applicable.
Item 9(a) Yes.
Item 9(b) Not Applicable.
Item 9(c) Not Applicable.
Item 9(d) Yes.
Item 9(e) Number of beneficial owners of registrant's outstanding
securities as of August 5, 1998:
Dodge & Cox Stock Fund 52,589
Dodge & Cox Balanced Fund 33,978
Dodge & Cox Income Fund 2,359
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Total: 88,926
Names of companies owning 10% or more of registrant's
outstanding voting securities as of August 5, 1998:
Charles Schwab & Co. Inc. (record holder)
Item 10. Current value of registrant's total assets as of
August 5, 1998:
Dodge & Cox Stock Fund $ 4,381,585,772
Dodge & Cox Balanced Fund 5,655,121,907
Dodge & Cox Income Fund 867,359,592
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Total: $10,904,067,271
Item 11. No.
Item 12. None.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has caused this Adoption of and Amendment to Notification
of Registration to be duly signed on its behalf in the City of San Francisco, in
the State of California on the 12th day of August, 1998.
DODGE & COX FUNDS.
BY: /s/ HARRY R. HAGEY
Harry R. Hagey, Chairman
Attest: /s/ THOMAS M. MISTELE
Thomas M. Mistele, Assistant Secretary
