RE: Dodge & Cox Funds Expense Reimbursement Agreement

May 1, 2022

Dodge & ▇▇▇ Funds

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 40th Floor

San Francisco, CA 94104

RE: Dodge & ▇▇▇ Funds Expense Reimbursement Agreement

Dear Sirs and Madam:

This will confirm the Expense Reimbursement Agreement (the “Agreement”) between Dodge & ▇▇▇ (“Adviser”) and each series of the Dodge & ▇▇▇ Funds listed on Schedule A hereto (each a “Fund”). It is understood and agreed that for ease of administration, a single Agreement is being executed to confirm the expense reimbursement arrangements between ▇▇▇▇▇ & ▇▇▇ and each Fund. The parties agree that this Agreement shall be treated as a separate Agreement with respect to each Fund so listed as if Dodge & ▇▇▇ and that Fund had executed a separate agreement with respect to each such Fund, and this Agreement shall be construed accordingly. This Agreement replaces and supersedes the Expense Reimbursement Agreement, dated January 8, 2021, between Dodge & ▇▇▇ and the Dodge & ▇▇▇ Funds – Dodge & ▇▇▇ Emerging Markets Stock Fund; and the Expense Reimbursement Agreement, dated May 1, 2021, between Dodge & ▇▇▇ and the Dodge & ▇▇▇ Funds – Dodge & ▇▇▇ Global Bond Fund.

1. X Share Class Expense Reimbursement. Adviser undertakes to reimburse a portion of the Fund’s expenses and/or to waive a portion of its fees under the Investment Advisory Agreement or the Administrative and Shareholder Services Agreements between Adviser and the Fund to the extent that the total expenses (before payment of any extraordinary expenses) of the X share class would otherwise exceed the percent of the average daily net assets of the X share class set forth with respect to the Fund on Schedule A (the “Expense Cap”). Extraordinary expenses are determined under generally accepted accounting principles and not incurred in the ordinary course of the Fund’s business. Any reduction in fees otherwise payable by the Fund to Dodge & ▇▇▇ shall be calculated monthly by annualizing the operating expenses of the X share class for the month as of the last day of such month. Adviser shall not be permitted to recoup the amount of any fees waived or payments made to the Fund other than to the extent the total amount of such fee waivers and payments made during a year exceeds the amount needed to limit the total expenses of the X share class for that year to the Expense Cap.

2. Global Bond Fund I Share Class Expense Reimbursement. Solely with respect to the Global Bond Fund, Adviser undertakes to reimburse a portion of the Fund’s expenses and/or to waive a portion of its fees under the Investment Advisory Agreement or the Administrative and Shareholder Services Agreements between Adviser and the Fund to the extent that the total expenses (before payment of any extraordinary expenses) of the I share class would otherwise exceed the percent of the average daily net assets of the I share class set forth with respect to the Fund on Schedule A (the “Expense Cap”). Extraordinary expenses are determined under generally accepted accounting principles and not incurred in the ordinary course of the Fund’s business. Any reduction in fees otherwise payable by the Fund to Dodge & ▇▇▇ shall be calculated monthly by annualizing the operating expenses of the I share class for

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the month as of the last day of such month. Adviser shall not be permitted to recoup the amount of any fees waived or payments made to the Fund other than to the extent the total amount of such fee waivers and payments made during a year exceeds the amount needed to limit the total expenses of the I share class for that year to the Expense Cap.

3. Emerging Markets Stock Fund Expense Reimbursement. Solely with respect to the Emerging Markets Stock Fund, Adviser undertakes to reimburse a portion of the Fund’s expenses and/or to waive a portion of its fees under the Investment Advisory Agreement or the Administrative and Shareholder Services Agreements between Adviser and the Fund to the extent that the total expenses (before payment of any extraordinary expenses) of the Fund would otherwise exceed the percent of the average daily net assets of the Fund as set forth on Schedule A (the “Expense Cap”). Extraordinary expenses are determined under generally accepted accounting principles and not incurred in the ordinary course of the Fund’s business. Any reduction in fees otherwise payable by the Fund to Dodge & ▇▇▇ shall be calculated monthly by annualizing the operating expenses of the Fund for the month as of the last day of such month. Adviser shall not be permitted to recoup the amount of any fees waived or payments made to the Fund other than to the extent the total amount of such fee waivers and payments made during a year exceeds the amount needed to limit the total expenses of the Fund for that year to the Expense Cap.

4. Term and Termination. This agreement shall become effective on the date above written and shall have an initial term ending on April 30, 2023 and may not be terminated prior to the end of such initial term except by a resolution of the Fund’s Board of Trustees. Thereafter, this agreement shall automatically renew for one-year terms unless Adviser provides written notice to the Fund at the above address of the termination of this agreement, which notice shall be received by the Fund at least 30 days prior to the end of the then-current term. In addition, this agreement will terminate automatically in the event of the termination of the Investment Advisory Agreement or the Administrative and Shareholder Services Agreement between Adviser and the Fund.

5. Governing Law. This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, provided that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940, the Investment Advisers Act of 1940, or rules, orders or interpretations of the Securities and Exchange Commission or its staff thereunder.

6. Severability. If any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected thereby.

7. Limitation. It is expressly agreed that the obligations of the Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but shall bind only the property of the Fund. This agreement has been signed and delivered by an officer of the Fund, acting as such, and such execution and delivery by such officer shall not be deemed to have been made by any Trustee or officer individually or to impose any liability on any of them personally, but shall bind only the property of the Fund, as provided in the Fund’s Certificate of Trust dated February 13, 1998, as amended from time to time.

 

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If the foregoing is in accordance with your understanding of the agreement between us, please indicate your approval by signing and returning a copy of this letter to Adviser at the address above.

 

Agreed to:

DODGE & ▇▇▇ FUNDS

 

By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
		Chairman

 

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Schedule A

Dated May 1, 2022

The Expense Cap with respect to each Fund or Share Class, as applicable, is set forth below:

 

Fund		Annual Rate %
Dodge & ▇▇▇ Stock Fund – X Share Class			0.41	%
Dodge & ▇▇▇ Global Stock Fund – X Share Class			0.52	%
Dodge & ▇▇▇ International Stock Fund – X Share Class			0.52	%
Dodge & ▇▇▇ Emerging Markets Stock Fund			0.70	%
Dodge & ▇▇▇ Balanced Fund – X Share Class			0.41	%
Dodge & ▇▇▇ Income Fund – X Share Class			0.33	%1
Dodge & ▇▇▇ Global Bond Fund – I Share Class			0.45	%
Dodge & ▇▇▇ Global Bond Fund – X Share Class			0.37	%

 

1	You agree to waive your rights to compensation under the Agreement, for any calendar year, to the extent that the compensation plus all other expenses of the Fund exceeds 1.00% of the Fund’s average daily net assets.

 

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