On November 3, 1997, the Board of Directors and Board of Trustees of the Dodge &
Xxx Stock Fund, Income Fund and Balanced Fund (the "Funds") approved an
Agreement and Plan of Reorganization (the "Plan") providing for the transfer of
all or substantially all of the assets of the Funds in exchange for shares of
"Dodge & Xxx Stock Fund," "Dodge & Xxx Balanced Fund," and "Dodge & Xxx Income
Fund," separate series of Dodge & Xxx Funds, an open-end management investment
company organized as a Delaware business trust. The Plan was approved by
shareholders of the Funds at a special meeting on January 30, 1998 (adjourned
from January 20, 1998).
On April 30, 1998 (the "Exchange Date"), in accordance
with the Plan, all of the assets of the Funds were transferred to separate
series of Dodge & Xxx Funds, established solely for the purpose of acquiring all
of the assets and assuming all of the liabilities of the Funds (the
"Successors") in exchange for the Shares of the Successors, and the assumption
by the Successors of all of the liabilities of the Funds.
