<PAGE>
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 STOCK 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 STOCK FUND, Capital Shares - par value $1.00
3. Investment Company Act File Number: 811-1294
Securities Act File Number: 2-22963
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:
13,503,535 Shares
$999,750,007 Aggregate Sales Price
<PAGE>
10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
13,503,535 Shares
$999,750,007 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:
<TABLE>
<C> <S> <C>
(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 999,750,007
(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): -$ 250,464,697
(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
--------------
(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): $ 749,285,310
(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
--------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 227,056.15
==============
</TABLE>
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
----------------------------------------------
W. Timothy Ryan, Secretary-Treasurer
Date: February 26, 1997
<PAGE>
February 25, 1997
Dodge & Cox Stock Fund
One Sansome Street, 35th Floor
San Francisco, California 94104
Gentlemen:
You have requested our opinion as counsel to the Dodge & Cox Stock
Fund, a California corporation (the "Company"), with respect to the shares of
the Company's capital stock, par value $1.00 per share, sold by the Company
during its fiscal year ended December 31, 1996 (the "Shares"), in connection
with the notice (the "Notice") being filed by the Company 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 Company's Articles of Incorporation filed with the California
Secretary of State on June 26, 1964, as amended November 10, 1980
and July 5, 1990 (as so amended, the "Articles of
Incorporation"), certified to us by an officer of the Company as
being true and complete and in effect throughout the Company's
fiscal year ended
<PAGE>
Dodge & Cox Stock Fund
February 25, 1997 Page 2
December 31, 1996 and as of the date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the
Company 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;
(c) Audited Financial Statements of the Company for its fiscal year
ended December 31, 1996;
(d) The Company's Prospectus and Statement of Additional Information
effective during the fiscal year ended December 31, 1996;
(e) Resolutions adopted by the Board of Directors of the Company (the
"Board") at the December 2, 1996 meeting of the Board; and
(f) A certificate of an officer of the Company 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 Company's then current
Prospectus and in accordance with Article Fifth of the Articles of
Incorporation. We have assumed that the Company received the purchase price for
the Shares in cash. We have not conducted an independent examination of the
books and records of the Company 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 laws 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,
<PAGE>
Dodge & Cox Stock Fund
February 25, 1997 Page 3
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental body.
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.
We hereby consent to the filing of this opinion as an exhibit to the
Notice being filed by the Company with the Securities and Exchange Commission
pursuant to Rule 24f-2 promulgated under the Act. 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
