UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03931
Clipper Fund, Inc.
(Exact name of registrant as specified in charter)
9601 Wilshire Boulevard, Suite 800
Beverly Hills, California 90210
(Address of principal executive offices) (Zip code)
James H. Gipson
9601 Wilshire Boulevard, Suite 800
Beverly Hills, California 90210
(Name and address of agent for service)
Copy to:
Michael Glazer, Esq.
c/o Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street
Los Angeles, California 90071
(213) 683-6207
Registrant's telephone number, including area code: 800-776-5033
Date of fiscal year end: December 31, 2003
Date of reporting period: December 31, 2003
Item 2: Code of Ethics
Clipper Fund, Inc. (the "Fund") has adopted a code of ethics that applies to the
Fund's principal executive officer and principal financial officer.
Item 3: Audit Committee Financial Expert
The Fund's Board of Directors has determined that the Fund does not have an
audit committee financial expert serving on the Fund's Audit Committee. The
Board concluded that none of the independent Directors qualified based on their
understanding of the legal requirements for classification of an "audit
committee financial expert." However, the Board concluded that the members of
the Audit Committee had sufficient business and financial experience to
understand the Fund's accounting and auditing issues, which it believes to be
relatively straightforward.
Item 4: Principal Accountant Fees and Services
Audit Fees: For the Fund's 2002 and 2003 fiscal years, aggregate fees billed by
PricewaterhouseCoopers LLP ("PwC") for the audit of the Fund's annual financial
statements and services that are normally provided by PwC in connection with
statutory and regulatory filings or engagements for those fiscal years were
$29,200 and $29,500, respectively.
Audit-Related Fees, Tax Fees, and All Other Fees: In the fiscal years 2002 and
2003, PwC did not provide any audit-related, tax, or other related services to
the Fund.
The Fund's Audit Committee Charter requires pre-approval by the Audit Committee
of all audit and permissible non-audit services to be provided to the Fund by
PwC, including fees.
For the 2002 and 2003 fiscal years, Pacific Financial Research, Inc. ("PFR"),
the Fund's investment adviser, paid PwC $13,000 and $15,000, respectively, for
AIMR-PPS(R) performance verification. The Audit Committee of the Fund's Board of
Directors considered these non-audit services provided to PFR and determined
that they were compatible with maintaining PwC's independence when providing
services to the Fund.
Item 10: Controls and Procedures
(a) The Fund's Form N-CSR Disclosure Controls and Procedures delegate to Pacific
Financial Research, Inc. ("PFR"), as the Fund's investment adviser, the task of
preparing and filing the Fund's Form N-CSR Reports, and in that connection
direct the Fund's principal executive and financial officers to review and
evaluate PFR's disclosure controls and procedures with respect to the Fund (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended
(the "Act")). PFR's disclosure controls and procedures were not documented until
September 2004 (the "Current Controls and Procedures"). The Fund's principal
executive and principal financial officers have evaluated the Current Controls
and Procedures within 90 days of the filing date of this amended report (the
"Evaluation Date") and have concluded that the Current Controls and Procedures
are effective.
In connection with their recent evaluation of the Current Controls and
Procedures, such officers also evaluated PFR's unwritten controls and procedures
with respect to generation of the Fund's shareholder reports (the "Prior
Controls and Procedures") that were in effect at the time of initial filing of
the report amended hereby (the "Original Filing"), including the report to
shareholders filed as item 1 thereof (the "Shareholder Report"). They concluded
as follows:
(i) The provisions of the Prior Controls and Procedures with respect to
the financial information contained in the Shareholder Report were the
same in all material respects as those of the Current Controls and
Procedures and were effective as of the date of the Original Filing.
(ii) The provisions of the Prior Controls and Procedures with respect to
the non-financial information contained in the Shareholder Report were
substantially the same as those of the Current Controls and Procedures.
However, the Prior Controls and Procedures were not
implemented in a fully effective manner with respect to non-financial
information as of the date of the Original Filing. Accordingly, the
Current Controls and Procedures have added a review of this type of
information by the Fund's newly appointed Chief Compliance Officer.
(iii) The Prior Controls and Procedures did not include provisions to
ensure that responses to all items of Form N-CSR (including those added
by this amendment), other than the Shareholder Report provided in
accordance with item 1 of the Form, were included in the Original
Filing, and thus were not effective in that regard. Accordingly, the
Current Controls and Procedures have added provisions with respect to
such other items.
(b) There have been no changes in the Fund's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the
Fund's second fiscal half-year that have materially affected, or are reasonably
likely to materially affect, the Fund's internal control over financial
reporting.
Item 11(a)(1): Exhibits
Attached as Exhibit 11(a)(1) is the Fund's code of ethics that applies to the
Fund's principal executive officer and principal financial officer. The code of
ethics is also available on the Fund's Internet website at www.clipperfund.com.
Item 11 (a)(2): Certifications
Attached as Exhibit 11(a)(2) are the certifications of the principal executive
and principal financial officers required by Rule 30a-2 of the Investment
Company Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) CLIPPER FUND, INC.
By (Signature and Title)* /s/ James H. Gipson
James H. Gipson, Chairman & President
Date September 21, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ James Gipson
James H. Gipson, Chairman & President
Date September 21, 2004
By (Signature and Title)* /s/ Michael Kromm
Michael Kromm, Secretary & Treasurer
Date September 21, 2004
* Print the name and title of each signing officer under his or her signature.
EXHIBIT 11(a)(1)
CLIPPER FUND, INC.
CODE OF ETHICS FOR
PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS
The Board of Directors (the "Board") of Clipper Fund, Inc. (the "Company") has
adopted this Code of Ethics (the "Code") for the Company's Principal Officers
and Senior Financial Officers (the "Officers") to guide and remind the Officers
of their responsibilities to the Company, other Officers, shareholders of the
Company, and governmental authorities. Officers are expected to act in
accordance with the guidance and standards set forth in this Code.
For the purposes of this Code, the Company's Principal Officers and Senior
Financial Officers shall include: the Principal Executive Officer; the Principal
Financial Officer; the Principal Accounting Officer; the Controller; and any
persons performing similar functions on behalf of the Company, regardless of
whether such persons are employed by the Company or a third party.
This Code is intended to serve as the code of ethics described in Section 406 of
The Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that an Officer is
subject to the Company's code of ethics adopted pursuant to Rule 17j-1 of the
Investment Company Act of 1940, as amended (the "Rule 17j-1 Code"), this Code is
intended to supplement and be interpreted in the context of the Rule 17j-1 Code.
This Code also should be interpreted in the context of all applicable laws,
regulations, the Company's Articles of Incorporation and Bylaws, as amended, and
all other governance and disclosure policies and documents adopted by the Board.
All Officers must become familiar and fully comply with this Code. Because this
Code cannot and does not cover every applicable law or provide answers to all
questions that might arise, all Officers are expected to use common sense about
what is right and wrong, including a sense of when it is proper to seek guidance
from others on the appropriate course of conduct.
The purpose of this Code is to set standards for the Officers that are
reasonably designed to deter wrongdoing and are necessary to promote:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission (the "SEC") and in any
other public communications by the Company;
o compliance with applicable governmental laws, rules and
regulations;
o the prompt internal reporting of violations of the Code to the
appropriate persons as set forth in the Code; and
o accountability for adherence to the Code.
1. HONEST AND ETHICAL CONDUCT
a. Honesty, Diligence and Professional Responsibility
Officers are expected to observe both the form and the spirit of the ethical
principles contained in this Code. Officers must perform their duties and
responsibilities for the Company:
o with honesty, diligence, and a commitment to professional and
ethical responsibility;
o carefully, thoroughly and in a timely manner; and
o in conformity with applicable professional and technical
standards.
Officers who are certified public accountants are expected carry out their
duties and responsibilities in a manner consistent with the principles governing
the accounting profession, including any guidelines or principles issued by the
Public Company Accounting Oversight Board or the American Institute of Certified
Public Accountants from time to time.
b. Objectivity / Avoidance of Undisclosed Conflicts of Interest
Officers are expected to maintain objectivity and avoid undisclosed conflicts of
interest. In the performance of their duties and responsibilities for the
Company, Officers must not subordinate their judgment to personal gain and
advantage, or be unduly influenced by their own interests or by the interests of
others. Officers must avoid participation in any activity or relationship that
constitutes a conflict of interest unless that conflict has been completely
disclosed to affected parties. Further, Officers should avoid participation in
any activity or relationship that could create the appearance of a conflict of
interest.
A conflict of interest would generally arise if an Officer directly or
indirectly participated in any investment, interest, association, activity or
relationship that may impair or appear to impair the Officer's objectivity.
Any Officer who may be involved in a situation or activity that might be a
conflict of interest or give the appearance of a conflict of interest should
consider reporting such situation or activity using the reporting procedures set
forth in Section 4 of this Code.
The Audit Committee will not be responsible for monitoring or enforcing this
conflict of interest policy, but rather each Officer is responsible for
self-compliance with this conflict of interest policy.
c. Preparation of Financial Statements
Officers must not knowingly make any misrepresentations regarding the Company's
financial statements or any facts in the preparation of the Company's financial
statements, and must comply with all applicable laws, standards, principles,
guidelines, rules and regulations in the preparation of the Company's financial
statements. This section is intended to prohibit:
o making, or permitting or directing another to make, materially
false or misleading entries in the Company's financial statements
or records;
o failing to correct the Company's financial statements or records
that are materially false or misleading when he or she has the
authority to record an entry; and
o signing, or permitting or directing another to sign, a document
containing materially false or misleading financial information.
Officers must be scrupulous in their application of generally accepted
accounting principles. No Officer may (i) express an opinion or state
affirmatively that the financial statements or other financial data of the
Company are presented in conformity with generally accepted accounting
principles, or (ii) state that he or she is not aware of any material
modifications that should be made to such statements or data in order for them
to be in conformity with generally accepted accounting principles, if such
statements or data contain any departure from generally accepted accounting
principles then in effect in the United States.
Officers must follow the laws, standards, principles, guidelines, rules and
regulations established by all applicable governmental bodies, commissions or
other regulatory agencies in the preparation of financial statements, records
and related information. If an Officer prepares financial statements, records or
related information for purposes of reporting to such bodies, commissions or
regulatory agencies, the Officer must follow the requirements of such
organizations in addition to generally accepted accounting principles.
If an Officer and his or her supervisor have a disagreement or dispute relating
to the preparation of financial statements or the recording of transactions, the
Officer should take the following steps to ensure that the situation does not
constitute an impermissible subordination of judgment:
o The Officer should consider whether (i) the entry or the failure
to record a transaction in the records, or (ii) the financial
statement presentation or the nature or omission of disclosure in
the financial statements, as proposed by the supervisor,
represents the use of an acceptable alternative and does not
materially misrepresent the facts or result in an omission of a
material fact. If, after appropriate research or consultation,
the Officer concludes that the matter has authoritative support
and/or does not result in a material misrepresentation, the
Officer need do nothing further.
o If the Officer concludes that the financial statements or records
could be materially misstated as a result of the Supervisor's
determination, the Officer should follow the reporting procedures
set forth in Section 4 of this Code.
d. Obligations to the Independent Auditor of the Company
In dealing with the Company's independent auditor, Officers must be candid and
not knowingly misrepresent facts or knowingly fail to disclose material facts,
and must respond to specific inquiries and requests by the Company's independent
auditor.
Officers must not take any action, or direct any person to take any action, to
fraudulently influence, coerce, manipulate or mislead the Company's independent
auditor in the performance of an audit of the Company's financial statements for
the purpose of rendering such financial statements materially misleading.
2. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
It is the Company's policy to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that the Company files with,
or submits to, the SEC and in any other public communications by the Company.
The Company has designed and implemented Disclosure Controls and Procedures to
carry out this policy.
Officers are expected to use their best efforts to promote, facilitate, and
prepare full, fair, accurate, timely, and understandable disclosure in all
reports and documents that the Company files with, or submits to, the SEC and in
any other public communications by the Company.
Officers must review the Company's Disclosure Controls and Procedures to ensure
they are aware of and carry out their duties and responsibilities in accordance
with the Disclosure Controls and Procedures and the public reporting obligations
of the Company. Officers are responsible for monitoring the integrity and
effectiveness of the Company's Disclosure Controls and Procedures.
3. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
Officers are expected to know, respect and comply with all laws, rules and
regulations applicable to the conduct of the Company's business. If an Officer
is in doubt about the legality or propriety of an action, business practice or
policy, the Officer should seek advice from the Officer's supervisor or the
Company's legal counsel.
In the performance of their work, Officers must not knowingly be a party to any
illegal activity or engage in acts that are discreditable to the Company.
Officers are expected to promote the Company's compliance with applicable laws,
rules and regulations. To promote such compliance, Officers may establish and
maintain mechanisms to educate employees carrying out the finance and compliance
functions of the Company about any applicable laws, rules or regulations that
affect the operation of the finance and compliance functions and the Company
generally.
4. REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
Officers should promptly report any conduct or actions by an Officer that do not
comply with the law or with this Code. Officers and the Company shall adhere to
the following reporting procedures:
o Any Officer who questions whether a situation, activity or
practice is acceptable must immediately report such practice to
the Principal Executive Officer of the Company (or to an Officer
who is the functional equivalent of this position) or to the
Company's legal counsel. The person receiving the report shall
consider the matter and respond to the Officer within a
reasonable amount of time.
o If the Officer is not satisfied with the response of the
Principal Executive Officer or counsel, the Officer must report
the matter to the Chairman of the Audit Committee. If the
Chairman is unavailable, the Officer may report the matter to any
other member of the Audit Committee. The person receiving the
report shall consider the matter, refer it to the full Audit
Committee if he or she deems appropriate, and respond to the
Officer within a reasonable amount of time.
o If, after receiving a response, the Officer concludes that
appropriate action was not taken, he or she should consider any
responsibility that may exist to communicate to third parties,
such as regulatory authorities or the Company's independent
auditor. In this matter, the Officer may wish to consult with his
or her own legal counsel.
o The Audit Committee and the Company will not be responsible for
monitoring or enforcing this reporting of violations policy, but
rather each Officer is responsible for self-compliance with this
reporting of violations policy.
o To the extent possible and as allowed by law, reports will be
treated as confidential.
o If the Audit Committee determines that an Officer violated this
Code, failed to report a known or suspected violation of this
Code, or provided intentionally false or malicious information in
connection with an alleged violation of this Code, the Company
may take disciplinary action against any such Officer to the
extent the Audit Committee deems appropriate. No Officer will be
disciplined for reporting a concern in good faith.
o The Company and the Audit Committee may report violations of the
law to the appropriate authorities.
5. ACCOUNTABILITY AND APPLICABILITY
All Officers will be held accountable for adherence to this Code. On an annual
basis, within 30 days of the beginning of each calendar year, each Officer shall
certify in writing his or her receipt, familiarity and commitment to compliance
with this Code, by signing the Acknowledgment Form.
This Code is applicable to all Officers, regardless of whether such persons are
employed by the Company or a third party. If an Officer is aware of a person
("Potential Officer") who may be considered an Officer as defined by this Code,
the Officer should inform legal counsel to the Company of such Potential Officer
so that a determination can be made regarding whether such Potential Officer has
completed or should complete an Acknowledgment Form. However, the absence of
such a determination will not be deemed to relieve any person of his or her
duties under this Code.
6. DISCLOSURE OF THIS CODE
This Code shall be disclosed by at least one of the following methods in the
manner prescribed by the SEC, unless otherwise required by law:
o by filing a copy of the Code with the SEC;
o by posting the text of the Code on the Company's website; or
o by providing, without charge, a copy of the Code to any person
upon request.
7. WAIVERS
Any waiver of this Code, including an implicit waiver, that has been granted to
an Officer, may be made only by the Board or a committee of the Board to which
such responsibility has been delegated, and must be disclosed by the Company in
the manner prescribed by law and as set forth above in Section 6 (Disclosure of
this Code).
8. AMENDMENTS
This Code may be amended by the affirmative vote of a majority of the Board. Any
amendment of this Code, must be disclosed by the Company in the manner
prescribed by law and as set forth above in Section 6 (Disclosure of this Code),
unless such amendment is deemed to be technical, administrative, or otherwise
non-substantive. Any amendments to this Code will be provided to the Officers.
Approved by the Board of Directors on June 9, 2003.
EXHIBIT 11(a)(2)
CERTIFICATIONS
I, James H. Gipson, certify that:
1. I have reviewed this report on Form N-CSR of Clipper Fund, Inc. (the "Fund");
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. The Fund's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended) for the Fund and have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Fund, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and
c. disclosed in this report any change in the Fund's internal control
over financial reporting that occurred during the Fund's second fiscal half-year
that has materially affected, or is reasonably likely to materially affect, the
Fund's internal control over financial reporting; and
4. The Fund's other certifying officer and I have disclosed to the Fund's
auditors and the audit committee of the Fund's board of directors:
a. all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Fund's ability to record, process, summarize, and
report financial information; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the Fund's internal control over
financial reporting.
Date: September 21, 2004
/s/ James H. Gipson
James H. Gipson
Chairman & President
I, Michael Kromm, certify that:
1. I have reviewed this report on Form N-CSR of Clipper Fund, Inc. (the "Fund");
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. The Fund's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended) for the Fund and have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Fund, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of a date within 90 days prior to
the filing date of this report based on such evaluation; and
c. disclosed in this report any change in the Fund's internal control
over financial reporting that occurred during the Fund's second fiscal half-year
that has materially affected, or is reasonably likely to materially affect, the
Fund's internal control over financial reporting; and
4. The Fund's other certifying officer and I have disclosed to the Fund's
auditors and the audit committee of the Fund's board of directors:
a. all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Fund's ability to record, process, summarize, and
report financial information; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the Fund's internal control over
financial reporting.
Date: September 21, 2004
/s/ Michael Kromm
Michael Kromm
Secretary & Treasurer