U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of form before preparing form.
Please print or type.
1. Name and address of issuer: Clipper Fund, Inc.
9601 Wilshire Boulevard, Suite 800
Beverly Hills, CA 90210
2. Name of each series or class of funds for which this notice is filed:
Shares of Beneficial Interest in the Clipper Fund, Inc.
3. Investment Company Act File Number: 2-88543
Securities Act File Number: 811-3931
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
-0- $-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
2,950,275 shares $196,443,724
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
2,950,275 shares $196,443,724
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
502,985 shares $34,916,470
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $196,443,724
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 34,916,470
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -135,394,109
------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance
on rule 24f-2 [line {i), plus line (ii),
less line (iii), plus line {iv)]
(if applicable): $ 95,966,085
------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/3300
------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 29,081
------------
------------
Instruction: Issuers should complete lines (ii), (iii), (iv),
and {v) only if the form is being filed within
60 days after the close of the issuer's fiscal year.
See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1997
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
/s/
Michael C. Sandler
Vice President
Date: February 24, 1997
* Please print the name and title of the signing officer below the
signature.
CLIPPER FUND, INC.
OFFICER'S CERTIFICATE
ISSUED REGARDING THE FISCAL YEAR ENDED DECEMBER 31, 1996
The undersigned officer of Clipper Fund, Inc. (the "Company"), in
connection with the opinion to be rendered by Heller, Ehrman, White
& McAuliffe as required by Rule 24f-2(b)(1) promulgated under the
Investment Company Act of 1940, as amended, in connection with the
Company's filing of a Rule 24f-2 Notice with the Securities and
Exchange Commission, hereby certifies to Heller, Ehrman,
White & McAuliffe that:
1. The undersigned is the Secretary/Treasurer of the Company
and is authorized to execute this certificate on behalf of the
company;
2. The undersigned has furnished you with a true and complete
copy of the Company's Articles of Incorporation, and all amendments
thereto, and such Articles of Incorporation have been in effect
throughout the Company's fiscal year ended December 31, 1996 (the
"Fiscal Year");
3. The undersigned has furnished you with a true and complete
copy of the Company's By-laws, and all amendments thereto, and
such By-laws have been in effect throughout the Fiscal Year;
4. The undersigned has furnished you with true and complete
copies of the Prospectus and Statement of Additional Information
effective during the Fiscal Year, each dated April 30, 1996 and
April 30, 1996;
5. The resolutions adopted by the Board of Directors of the
Company authorizing the issuance of 200,000,000 shares of the
Company's capital stock remain in full force and effect;
6. 0 shares had been registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 in a prior fiscal year,
but remained unsold at the beginning of the Fiscal Year. A total
of 2,950,275 shares of the Company's capital stock (the "Shares")
were sold by the Company during the Fiscal Year, all of which were
sold in reliance upon Rule 24f-2 and in accordance with the
requirements of the Company's Form N-1A Registration Statement
filed under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, as that Registration
Statement was amended and in effect throughout the Fiscal Year;
7. The total number of Shares issued and sold during the Fiscal Year
is correctly reflected in the Company's Rule 24f-2 Notice for the
Fiscal Year;
8. At no time during the Fiscal Year did the number of issued and
outstanding Shares exceed 200,000,000;
9. All sales of the Company's Shares effected during the Fiscal
Year were sold at the public offering price described in the
Company's then-current Prospectus, such sales were made for cash
equal in amount to the net asset value of such Shares on the dates
they were issued, and such cash was actually received by the
Company; and
10. At no time during the Fiscal Year was the right of Company
shareholders to redeem their shares suspended.
/s/
Michael Kromm
Secretary/Treasurer
Clipper Fund, Inc.
Dated: February 24, 1997
February 19, 1997
Clipper Fund, Inc.
9601 Wilshire Boulevard
Beverly Hills, California 90210
Ladies and Gentlemen:
You have requested our opinion as counsel to Clipper
Fund, Inc., a California corporation (the "Company"), with
respect to the shares of the Company's capital stock sold by the
Company during its fiscal year ended December 31, 1996 (the
"Shares"), in connection with the notice (the "Notice") being
filed by the Company with the Securities and Exchange Commission
pursuant to Rule 24f-2 adopted under the Investment Company Act
of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted
to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals
of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the
following records, documents and instruments:
(a) The Company's Articles of Incorporation filed with
the California Secretary of State on December 1,
1983, as amended on February 16, 1984,
February 27, 1984, March 30, 1984 and May 2, 1984
(as so amended, the "Articles of Incorporation"),
certified to us by an officer of the Company as
being true and complete and in effect throughout
the Company's fiscal year ended December 31, 1996
(the "Fiscal Year");
(b) The Bylaws of the Company certified to us by an
officer of the Company as being true and complete
and in effect throughout the Fiscal Year;
(c) The Company's Prospectus and Statement of
Additional Information effective during the Fiscal
Year, as identified in the officer's certificate
identified in (e) below;
(d) Minutes of the meeting of the Board of Directors
relating to the establishment of the Company
authorizing the issuance of the Shares, as
certified by an officer of the Company as being in
full force and effect; and
(e) A certificate of an officer of the Company
concerning certain factual matters.
In rendering our opinion below, we have assumed that
all of the Shares were issued and sold for cash at the per-share
public offering price on the date of their issuance in accordance
with statements specified in the Company's then current
Prospectus. In rendering our opinion, we have assumed that all
monies paid in consideration for the Shares were actually
received by the Company. We have not conducted an independent
examination of the books and records of the Company for the
purpose of determining whether all of the Shares were fully paid
prior to their issuance and do not believe it to be our
obligation to do so.
Our opinion below is limited to the federal laws of the
United States of America and the laws of the State of California,
and we disclaim any opinion as to the laws of any other
jurisdiction. We further disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any
regional or local governmental authority.
Based upon our examination of such provisions of law as
we have deemed necessary and appropriate for the purposes of this
opinion, and subject to the foregoing, we are of the opinion that
the Shares, as sold pursuant to registration under the Securities
Act of 1933, as amended, and Rule 24f-2 adopted under the Act,
were legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Notice being filed by the Company with the
Securities and Exchange Commission. This opinion is rendered to
you in connection with that Notice and is solely for your
benefit. This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other
entity for any purpose, without our prior written consent. We
disclaim any obligation to advise you of any change of law that
occurs, or any facts of which we become aware, after the date of
this opinion.
Sincerely yours,
/s/ Heller Ehrman White & McAuliffe
