Dodge & Cox

Fees and Compensation

Compensation for Advisory Services
Dodge & Cox furnishes continuous investment management supervision to clients’ securities portfolios. Such
supervision, which is normally on a fully discretionary basis, is based on the investment objectives and investment
guidelines of each client. Management fees for services are based on a percentage of assets under management.
Current annual fees for separate accounts are listed below.

Institutional Separate Accounts

    U.S. Equity and Balanced:
       .60% on the first $25 million
       .40% thereafter

    Global and International Equity:
       .60% on the first $500 million
       .45% thereafter
       Flat .45% for accounts $1.5 billion or greater

    Core Fixed Income:
       .35% on the first $25 million
       .25% on the next $75 million
       .15% on the next $150 million
       .12% on the next $750 million
       .11% thereafter

    Long Duration and Credit-Benchmarked Fixed Income:
       .35% on the first $25 million
       .25% on the next $75 million
       .15% on the next $150 million
       .13% on the next $250 million
       .12% thereafter

    Intermediate Fixed Income:
        .30% on the first $50 million
        .25% on the next $50 million
        .14% on the next $100 million
        .11% on the next $300 million
        .105% thereafter

Private Client Accounts

    U.S. Equity and Balanced:
       .60% on the first $25 million
       .40% thereafter

    Municipal Bond:
      .35% on the first $10 million
      .25% on the next $20 million
      .20% on the next $20 million
      .15% thereafter

Dodge & Cox’s established fee schedules are not negotiable. Different fee schedules and/or minimum quarterly fee
requirements may apply to accounts with special mandates or service needs or accounts that do not meet a
minimum account size. Certain longstanding clients have lower fee schedules than those offered to new clients. To
focus on providing investment management services to existing clients, Dodge & Cox may from time to time decline
to accept new clients.
     To the extent a separate account is invested in a Dodge & Cox-advised mutual fund (each a “Fund”), the account
is not assessed a management fee (at the separate account level) on the portion of the separate account invested in
the Fund. The Fund investment will, however, incur management and other fees, charges and expenses (at the Fund
level) at a rate which could be higher than the fee schedule that applies to the client’s separate account. Any such
Fund investment will be applied toward any applicable breakpoint on the account’s fee schedule. Certain clients
holding shares of a Fund outside of a separate account may also be permitted to apply those Fund assets toward
any applicable breakpoint on the account’s fee schedule, provided that the client notifies Dodge & Cox of its existing
Fund investments in advance and agrees to regularly provide updated Fund holdings information to Dodge & Cox.
Certain custodians and investment platforms charge their clients a fee for Fund transactions. These fees vary
depending on the custodian and are not paid to either Dodge & Cox or a Dodge & Cox Fund.
     Certain clients have negotiated and may seek to negotiate “most favored nation” or “MFN” provisions in their
investment management agreements with Dodge & Cox. Such provisions typically require that if Dodge & Cox enters
into a lower fee schedule in the future with a new client for whom Dodge & Cox performs substantially similar services
with respect to assets of a comparable or lower value, it will also offer the lower fee schedule to the client with the
MFN provision. The applicability of an MFN provision may depend on a number of factors including the amount of
assets in an account, the overall relationship size, the similarity of the investment strategies, and the account’s
servicing and reporting requirements; and determining whether an MFN provision applies may require Dodge & Cox
to exercise judgment.
     Model portfolio fees are based on a percentage of the assets being managed by reference to the model portfolio.

Payment of Fees
Management fees are generally billed and payable quarterly in arrears. Except when a minimum fee applies, fees are
based on the market value of the account as stipulated in the investment management agreement and are normally
adjusted for cash flows. When an account is opened or terminated, the fee is pro-rated to the opening or termination
date. The investment management agreement between Dodge & Cox and the client, once executed, generally
remains in effect until terminated by written notice from either party to the other. No such termination shall affect
transactions or commitments entered into for the client by Dodge & Cox prior to termination.
     Dodge & Cox does not deduct fees directly from client assets unless instructed to do so by the client; otherwise,
clients are invoiced for management fees incurred for their accounts. Management fees paid to Dodge & Cox from
a client account require written authorization by the client to its custodian. If authorized by a particular client, fees
may be billed directly to the client’s account by sending a bill to both the client and the client’s custodian. In such
cases, it is Dodge & Cox’s understanding, as communicated to the client and its custodian that the custodian sends
statements directly to the client or its representative showing all assets and transactions in the account, including
fees paid to Dodge & Cox, no less frequently than quarterly.

Other Fees and Expenses
As described under Brokerage Practices on p. 31, we effect brokerage transactions on behalf of client accounts
subject to our obligation to seek best execution. Clients pay brokerage commissions, mark-ups, and mark-downs as
well as spreads and/or transaction costs related to transactions effected for their accounts to executing broker-
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Types of Clients

Dodge & Cox provides investment management services to individuals and institutions. Institutional clients include
banking or thrift institutions, investment companies, other pooled investment vehicles, pension and profit-sharing
plans, charitable organizations, state or municipal government entities, other investment advisers, insurance
companies, corporations, and other entities not listed above.
    The minimum initial account size is as follows:

    Institutional Separate Accounts:
         U.S. Equity and Balanced: $60 million
         Global Equity and International Equity: $500 million
         U.S. Fixed Income (Core, Intermediate, Long Duration, Credit-Benchmarked, Other): $300 million

    Private Client Accounts:
         U.S. Equity and Balanced: $20 million
         Municipal Bond: $10 million

Dodge & Cox will consider any departure from these minimums on a case-by-case basis and may impose a minimum
quarterly fee on accounts below the minimum account size.

Methods of Analysis, Investment Strategies, and Risk of Loss

General
Fundamental bottom-up research, rigorous valuation discipline, and a long-term investment horizon are central to
Dodge & Cox’s investment philosophy. Investment decisions are made by a team of seasoned investment
professionals based on key fundamental factors that we believe determine investment value over the long term.
Investment ideas are subject to committee review for both their merits as specific investments and their roles in an
overall portfolio managed by Dodge & Cox. Our approach stresses an evaluation of risk relative to opportunity and
we seek investments that we believe are undervalued by the market. This section discusses in more detail the
methods of analysis and investment strategies that Dodge & Cox uses when making investments. We also describe
some of the risks involved with investing in particular types of securities.
     All investing involves risks, including the permanent loss of capital. Dodge & Cox does not guarantee the
future performance of a client’s account, the success of any investment decision or strategy, or the success
of the overall management of an account. Clients should understand that investment decisions made for their
accounts by Dodge & Cox are subject to various risks, including market, liquidity, commodity, currency, economic,
political, and business risks, and that those investment decisions will not always be profitable. Clients should be
prepared to bear the risk of loss that accompanies investing in securities, as well as other burdens and risks
associated with ownership of securities, including tax reporting, litigation, and safekeeping.

Principal Investment Risks
A client can lose money on the investments held in its account, and the account may underperform the market, its
benchmark, or other investments for many reasons, including those listed below. This is not a complete list of every
risk involved in investing in an account managed by Dodge & Cox and not all risks described below will apply to every
account. Furthermore, an account can have exposure to risks indirectly. For example, investments in equity
securities create indirect exposure to a variety of risks to which the issuers of those securities are exposed, which
may include interest rate, credit, and currency risk. Debt or equity investments in commodity-related issuers create
indirect exposure to commodity risk. The risks below are organized alphabetically. The order in which a risk appears
is not an indication that Dodge & Cox believes such risk is more or less significant than another. An account’s
investment risks will also depend on the specific investment guidelines governing the account.

           Artificial Intelligence Risk. Developments in artificial intelligence (“AI”) and related technologies may
            adversely affect the value of an account’s investments or make such investments more difficult to value.
            Rapid advancements in AI may disrupt existing business models, competitive dynamics, and labor
            markets across industries. AI technology is reliant on the collection and analysis of large amounts of
            data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into AI
            models. Data used in AI models may contain inaccuracies, errors, or be inadequate or flawed, which
            could degrade the effectiveness of AI technology and lead to operational errors and investment losses.
            Companies that fail to adapt to technological change, including AI, may experience reduced revenues,
            profitability, or market share. The adoption and use of AI may give rise to additional regulatory, legal,
            ethical, data privacy, cybersecurity, and intellectual property risks. Market expectations regarding the
            benefits of AI may prove to be overly optimistic. If anticipated productivity gains, cost savings, or
            revenue growth related to AI adoption do not materialize to the extent anticipated, securities of
            companies perceived as beneficiaries of AI technology may decline. Companies negatively affected by
            AI-related disruption may underperform. As a result of these dynamics, AI-related developments may
            increase volatility in the market and for an account’s investments.

   Asset Allocation Risk. In an account holding both equity and debt securities, the account’s ability to achieve
    the client’s investment objective is affected by Dodge & Cox’s determination of the account’s broad asset
    allocation mix. It is possible that Dodge & Cox’s evaluations and assumptions regarding asset classes will
    not successfully achieve a client’s investment objective in view of actual market movements. The account’s
    balance between equity and debt securities could limit its potential for capital appreciation relative to an all-
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