Exhibit 12(a)(2)
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. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the Fund as of, and for, the periods
presented in this report;
4. 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) 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 second fiscal
quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Fund's
internal control over financial reporting; and
5. 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 (or
persons performing the equivalent functions):
(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 2, 2005
By: /s/James H. Gipson
------------------------
James H. Gipson
Chairman & President (principal executive officer) of Clipper
Fund, Inc.
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. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the Fund as of, and for, the periods
presented in this report;
4. 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) 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 second fiscal
quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Fund's
internal control over financial reporting; and
5. 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 (or
persons performing the equivalent functions):
(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 2, 2005
By: /s/ Michael Kromm
--------------------------
Michael Kromm
Secretary & Treasurer (principal financial officer) of Clipper
Fund, Inc.