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, 2004
Date of reporting period: June 30, 2004
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 last 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)(2): Certifications
Attached as Exhibit 10(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)(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 most recent 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 most recent 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