N-30D 1 cf2q2001.htm 2ND QUARTER REPORT 6-30-01 cf2q2001.htm

Dear Shareholder:
     Optimism, the cautious kind, returned to the stock market in the second quarter. As the prospect for corporate profits grew bleaker, the level of stock prices grew better because investors are anticipating an economic recovery soon:

 

 

Year   

 

2nd Qtr.

to Date

Nasdaq Composite

17.4%

-12.6%

S&P 500

5.9%

-6.7%

Russell 1000 Value Index

4.9%

-1.3%

Morningstar Large Value

4.9%

-0.9%

 

 

 

Your Portfolio

3.0%

4.1%

     Six major cuts in short-term interest rates this year leave no doubt about the Federal Reserve's new policy of monetary ease. Largely on the logic of "Don't fight the Fed," many investors view this as an infallible indicator that they should dive back into equities with every last bit of cash. Based on stock market history, the case is persuasive that easier monetary policy creates bull markets.
     Investor reaction to the Fed's monetary stimulus comes down to nostalgia for the past and forecast for the future. Investors understandably are nostalgic for the spectacular gains in technology stocks during the late 1990s. Even though that period contained many pleasant one-time events (e.g. lavish spending by dot com startups, Y2K outlays, a sharp rise in capital spending and the initial adoption of the Internet by most companies), many investors are buying the same tech stocks today in the hope of an instant replay of those past profits. That hope dovetails with the popular prediction that the Fed's recent actions will cause the economy and corporate profits to rebound vigorously and soon. Investors are looking over the valley of economic weakness to robust recovery, but in fact no one knows how deep and wide the valley will be. Their fearless forecast may prove right, but we lean to the more agnostic view expressed by Ezra Solomon: "The only function of economic forecasting is to make astrology look respectable."
     We have not jumped back into a fully invested position for three reasons which go beyond our normal inclination to take a position contrary to conventional wisdom:

1.

Corporate profits still contain a generous amount of both risk and uncertainty. Only a small slowing (not shrinking) of the economy has created a remarkably large decline in profits, particularly in the formerly favored technology sector. Demonstrating how confidence frequently exceeds competence, few confident investors in those stocks last year were competent enough to predict this year's profit plunge. Even more important than the short-term decline in profits is their long-term normal level. After several years of record high levels of profitability, corporate earning power may be declining toward a more sustainable but currently uncertain future normal level.

 

 

2.

The absolute level of equity valuation is currently at levels normally seen at past bull market peaks, not at bear market bottoms. Near record-high price/earnings ratios and near record-low dividend yields do not provide a great starting point for a sustainable rise in stock prices.

 

 

3.

What matters most to value investors such as ourselves are not the general observations above. What matters most is the opportunity provided by stocks in companies with good, understandable businesses available at cheap prices. Today's stock market offers us few such inviting opportunities. We will remain patient and disciplined in investing your remaining cash until the market opportunities fully justify it.


     So far this year the Fed has created a large amount of monetary ease in response to only a moderate weakness in the broad economy. We fully recognize that providing more liquidity has the effect of arresting what may have been a more serious cyclical downturn later this year. We also recognize that it creates a sense of relief and optimism in the minds of many investors that the worst of the bear market in stocks is over. While that condition is possible (but far from certain), our primary concern is a frustrating and very focused one-finding cheap stocks in which we can invest your cash with confidence and a margin of safety.

Inertia In Action

     In a market where frenetic trading is the norm, we appear more like the tortoise than the hare. Aside from the fact that our professional mission is to enrich our shareholders rather than our brokers and your tax collector, there are some good reasons for our slow portfolio turnover.
     There is no reason to trade when the values don't justify it. During periods such as this one we continue to research and value a large number of companies. Then we wait patiently for the stock market to offer us one cheaply. American Express is an example of a good company which recently became cheap enough to buy when its stock price dropped to $35. Like a tortoise doing a wind sprint, we quickly took a position and then resumed our normal inactivity.
     We also will adjust our existing positions in response to significant moves in their stock prices. We bought more of Freddie Mac last year when its price dropped to $40 and sold some when the price rose above $60. The underlying value of Freddie Mac's business was stable, but the major fluctuation in its share price enabled us to add value through trading activity.
     For investors of all ages, temperament drives behavior more than they are likely to admit. Younger investors lean toward tumultuous trading action; older investors incline toward portfolios which range from inactive to inert. Leaving temperament aside, the most rational course of action is to maintain a low level of activity supplemented by a willingness to become much more active if the value opportunities justify it as they did in 1987. Most of the time, however, our ideal investment is a good growing business which remains cheap enough for us to hold for many years. After all, the tortoise won the race.
     "Our technology is far too advanced for the accounting practices now used." So said the CEO of one company as he boldly went where no rational accountant has gone before (or is likely to go again). Insane equity prices require inane accounting practices to justify them, and the bull market of the late 1990s produced an abundance of both:

Pro forma accounting, once confined to genuinely rare events, became the favored form of financial plastic surgery. Ugly losses were cut away to leave more appealing growth curves on display. Few seriously believed the results of this accounting nip and tuck, but the game of pretending those results were meaningful required two willing players: executives in companies who conjured up the creative pro forma numbers and credulous investors who actually paid much attention to them. The Securities and Exchange Commission (SEC) now is investigating some of the more extreme examples of creative pro forma accounting.

 

 

 

Finding a few extra cents per share of earnings is a major objective for many aggressive companies. One way to accomplish that is to set up a captive finance subsidiary, which loans shaky customers the money to buy their products. The short-term impact is to raise sales and profits, particularly if inadequate provision is made for future loan losses. When short-term manipulation collides with economic reality, as it currently is doing for telecom equipment companies, large write-offs of those shaky loans become necessary.

 

 

 

There was a time when "nonrecurring write-offs" really were nonrecurring, but now they are a normal fact of accounting life for much (certainly not all) of corporate America. The particular facts of each case may vary enough to obscure the two major conclusions derived from the practice of regular write-offs: either past profits were overstated or future profits are going to be overstated. Investors who disregard write-offs do so on the principle that the sun would be shining if only those black clouds were not in the way. When the black cloud of write-offs is a fact, a rational investor must incorporate it into his analysis.

 

 

 

Capital gains on investments are great, but many companies have persuaded their auditors that those gains should be included as a part of normal net income. Investors then capitalize those often nonrecurring gains at some generous price/earnings ratio. We prefer a price/earnings ratio of one for one-time gains.

 

 

 

Stock options can be a wonderful way to align the interests of managers and stockholders. When the option amounts rise to numbers once reserved for the age of dinosaur bones, however, the few favored option holders understand Mae West's observation, "Too much of a good thing can be wonderful." Apart from their occasionally excessive amount, options suffer from inaccurate accounting by being relegated to footnotes in the annual report, which many shareholders never read. Unfortunately, the members of the Financial Accounting Standards Board voted not to require including options as a normal cost in computing corporate income even though many accountants consider that the best and most meaningful way to treat them.

 

 

 

A possible future problem arises not from doing something questionable, but from failing to change something which was in fact reasonable. Consider a company which assumes its pension assets will grow at 10% per year, a number well justified by the bull market of the last decade. Starting from now, however, that number is a stretch. Risk free government bonds yield under 6%, a fact which implies that any portfolio with high quality bonds must obtain double digit returns from equities to achieve an average return of 10%. Since the stock market currently sells at a near record price/earnings ratio of near record earnings, the cheerful assumption of double digit returns from equities is possible though doubtful. If companies eventually are forced to lower their pension return assumptions, the consequence will be reduced earnings and cash available to shareholders.

     Business practice has come a long way since it was said of Jay Gould in the 19th century, "When he is speaking he is lying. When he is silent he is stealing." Often outright fraud becomes more prevalent during a booming economy (e.g. the president of the New York Stock Exchange went to jail after the crash of 1929), but that is not the problem now. There is a difference between a fudge and a felony, and most of the problem here is merely fudging the accounting. The motives for painting profits in glowing colors are obvious: pleasing shareholders, making executive stock options profitable, getting a high stock price to use in acquisitions, etc. Part of our job as investment analysts is to correct the lens of financial reporting to one the rational owner of a business would use.
     The Securities and Exchange Commission recently changed financial reporting by a new rule mandating full disclosure of significant information to every relevant investor. The new rule makes a real difference to investors who try to outguess the stock market as to whether next quarter's earnings will be better or worse than expected. No longer can company executives favor certain analysts or investors with a wink, a nod, and selective guidance. Those same executives, however, still are free to discuss the basics of their business, their strategy for running it, and the long-term outlook which matters most to value investors such as ourselves. We favor the SEC's action on the basis of social equity and are indifferent on the basis of practical utility. It simply makes no difference to how we do our job.

/s/

/s/

/s/

/s/

James Gipson

Michael Sandler

Bruce G. Veaco

Peter Quinn

Chairman & President

Co-Manager

Co-Manager

Co-Manager

(UNAUDITED)

Investment Portfolio

June 30, 2001

Common Stocks (63.9%)

Shares 

 

 

Value

 

 

Advertising (1.9%)

 

1,216,900

 

The Interpublic Group of Companies, Inc.

$35,716,015

 

 

 

 

 

 

Computer Services (1.9%)

 

1,063,900

 

Computer Sciences Corporation*

36,810,940

 

 

 

 

 

 

Consumer Products (2.7%)

 

2,066,500

 

Newell Rubbermaid Inc.

51,869,150

 

 

 

 

 

 

Food & Tobacco (16.8%)

 

2,176,000

 

Philip Morris Companies Inc.

110,432,000

2,884,200

 

McDonald's Corporation

78,046,452

1,752,600

 

UST Inc.

50,580,036

2,264,200

 

Sara Lee Corporation

42,883,948

662,224

 

Tyson Foods Inc. Class A

6,099,083

1,079,500

 

Other

33,464,500

 

 

 

321,506,019

 

 

 

 

 

 

Industrial & Electrical Equipment (1.3%)

 

603,500

 

Pitney Bowes Inc.

25,419,420

 

 

 

 

 

 

Insurance & Financial Services (3.0%)

 

1,031,800

 

American Express Company

40,033,840

612,840

 

Old Republic International Corporation

17,772,360

 

 

 

57,806,200

 

 

Mortgage Finance (12.5%)

 

2,155,700

 

Freddie Mac

150,899,000

819,600

 

Fannie Mae

69,788,940

291,300

 

Golden West Financial Corporation

18,713,112

 

 

 

239,401,052

 

 

 

 

 

 

Real Estate Investments (11.8%)

 

1,167,400

 

Equity Residential Properties Trust

66,016,470

1,219,800

 

Equity Office Properties Trust

38,582,274

1,735,700

 

Security Capital Group Inc./Class B*

37,143,980

1,274,000

 

Archstone Communities Trust

32,843,720

629,200

 

Apartment Investment & Management Company

30,327,440

706,400

 

Mack-Cali Realty Corporation

20,118,272

 

 

 

225,032,156

 

 

 

 

 

 

Retailing (6.6%)

 

4,361,700

 

Staples, Inc.*

69,743,583

2,439,500

 

Office Depot, Inc.*

25,322,010

714,900

 

Target Corporation

24,735,540

332,400

 

Other

7,379,280

 

 

 

127,180,413

Special Situations (5.4%)

1,701,200

 

R.R. Donnelley & Sons Company

50,525,640

1,567,900

 

Manpower Inc.

46,880,210

117,100

 

Great Lakes Chemical Corporation

3,612,535

254,800

 

Airgas, Inc.*

3,032,120

 

 

 

104,050,505

 

 

 

 

 

Total Common Stocks (Cost $1,045,850,205)

1,224,791,870

 

 

 

 

Short Term Investments (37.1%)

 

 

 

 

 

Par Value

 

 

 

 

 

 

 

 

 Federal Home Loan Bank (5.5%)

 

104,781,000

 

5.500%, due 8/13/01 (Cost $104,738,937)

104,911,976

 

 

 

 

 

 State Street Repurchase Agreements (31.6%) (Note 6)

 

604,606,000

 

2.750%, due 7/02/01 (Cost $604,606,000)

604,606,000

 

 

 

 

 Total Short Term Investments (Cost $709,344,837)

709,517,976

 

 

 

 

 Total Investment Portfolio (101.0%) (Cost $1,755,195,042)

1,934,309,846

 

 

Cash and Receivables less Liabilities (-1.0%)

(18,641,339)

 

 

 

 

Net Assets (100.0%)

$1,915,668,507

 

=================

See notes to financial statements.

 

*Non-income producing securities

 

 

 

(UNAUDITED)

Statement of Assets and Liabilities

June 30, 2001

Assets:

 

 

 

Investment Portfolio:

 

 

Investment securities, at market value (identified cost: $1,755,195,042)

$1,934,309,846

 

 

 

 

 

Cash

 

567

 

 

 

1,934,310,413

 

 

 

 

 

Receivable for:

 

 

Fund shares sold

8,619,195

 

Dividends & interest

4,646,446

 

 

 

 

 

Directed commission recapture (Note 5)

45,148

 

 

 

13,310,789

 

 

 

1,947,621,202

Liabilities:

================

 

Payable for:

 

 

 

Investments purchased

29,683,434

 

Fund shares repurchased

814,539

 

Accrued expenses (including $1,532,040 due adviser)

1,454,722

 

 

 

31,952,695

 

 

 

 

Net Assets: (equivalent to $82.50 per share on 23,221,291 shares

 

 

of Capital Stock outstanding-200,000,000 shares authorized)

$1,915,668,507

 

 

 

==================

Summary of Shareholders' Equity:

 

 

Paid-in Capital

$1,641,929,500

 

Unrealized appreciation of investments (Note 4)

179,114,804

 

Undistributed realized capital gains (Note 4)

77,169,632

 

Undistributed net investment income

17,454,571

 

Net assets at June 30, 2001

$1,915,668,507

See notes to financial statements.

=================

(UNAUDITED)

Statement of Operations
Six Months Ended June 30, 2001

 

 

 

 

Investment Income:

 

 

 

Interest

 

13,032,166

 

Dividends

 

12,516,883

 

Total Investment Income

 

25,549,049

 

 

 

 

Expenses:

 

 

 

Management fee (Note 2)

7,813,787

 

 

Transfer agent

367,518

 

 

Custodian and accounting (Note 5)

86,798

 

 

Registration fees

62,130

 

 

Postage & other

45,506

 

 

Printing

17,957

 

 

Legal

13,501

 

 

Insurance

13,011

 

 

Auditing

9,520

 

 

Directors' fees (Note 2)

7,500

 

 

ICI Dues

6,913

 

 

Taxes

398

 

 

Miscellaneous

747

 

 

 

8,445,286

 

 

Reduction of Expenses (Note 5)

(350,808)

 

 

Total Expenses

 

8,094,478

 

Net Investment Income

 

17,454,571

 

 

 

 

Net Realized and Unrealized Gain on Investments:

 

 

Realized gain on investments (excluding short-term investments):

 

 

Proceeds from investments sold

257,455,733

 

 

Cost of investments sold

180,286,101

 

 

Net realized gain on investments (Notes 3 and 4)

77,169,632

 

Unrealized appreciation of investments:

 

 

 

Beginning of period

222,039,368

 

 

End of period (Note 4)

179,114,804

 

 

Decrease in unrealized appreciation of investments

(42,924,564)

 

Net realized and unrealized gain on investments

34,245,068

Net Increase in Net Assets resulting from Operations

51,699,639

 

==============

 

 

(UNAUDITED)

Statement of Changes in Net Assets

 

 

Six Months Ended

Year Ended

 

 

June 30, 2001

Dec 31, 2000

Increase in Net Assets:

 

 

Operations:

 

 

 

Net investment income

$17,454,571

$26,476,893

 

Net realized gain on investments (Note 3 and 4)

77,169,632

121,721,093

 

Net unrealized (depreciation) appreciation of investments

(42,924,564)

159,898,097

 

Net increase in net assets resulting from operations

51,699,639

308,096,083

 

 

 

 

 

Distributions to shareholders from:

 

 

 

Net investment income

        -0-        

(26,847,920)

 

Net realized capital gain

        -0-        

(121,707,058)

 

Return of Capital

        -0-        

(316,890)

 

Decrease in net assets resulting from distributions

        -0-        

(148,871,868)

 

 

 

 

 

Capital Stock Transactions:

 

 

 

Proceeds from Capital Stock sold

 

 

                          (10,634,318 and 6,011,969 shares, respectively)

853,770,911

469,119,447

 

Proceeds from Capital Stock purchased by reinvestment of dividends and distributions

 

 

                          (-0- and 1,799,323 shares, respectively)

        -0-        

139,969,302

 

Cost of Capital Stock redeemed

 

 

                          (4,654,311 and 5,286,016 shares, respectively)

(356,178,114)

(362,658,909)

 

Increase in net assets resulting

 

 

                         from Capital Stock transactions

497,592,797

246,429,840

 

Total increase in net assets

549,292,436

405,654,055

 

 

 

 

 

Net Assets:

 

 

 

Beginning of period (includes $-0- and $371,027 of

 

 

                        undistributed net investment income, respectively)

1,366,376,071

960,722,016

 

End of period (includes $17,454,571 and $-0- of

 

 

                         undistributed net investment income, respectively)

$1,915,668,507

$1,366,376,071

 

==================

==================

See notes to financial statements.

 

 

 

(UNAUDITED)

Statement of Financial Highlights

 

 

 

Six Months Ended June 30,

Year Ended December 31,

 

 

 

2001

2000

1999

1998

1997

1996

Per Share Data

Net asset value,

    beginning of period 

$79.25

$65.28

$75.37

$76.86

$67.57

$60.74

Income (loss) from 

    Investment operations

 

 

 

 

 

 

      Net Investment Income

0.75

1.83

2.27

1.64

1.36

0.83

    Net realized and unrealized

 

 

 

 

 

 

      Gain (loss) on investments

2.50

22.40

(3.96)

11.36

19.12

11.10

Total income (loss)

    From investment operations

3.25

24.23

(1.69)

13.00

20.48

11.93

Less distributions of 

    Dividends from net

 

 

 

 

 

 

      Investment income

---

(1.86)

(2.25)

(1.63)

(1.36)

(0.83)

    Distributions of

 

 

 

 

 

 

      Return of Capital

---

(0.02)

---

---

---

---

    Distributions from net

 

 

 

 

 

 

      Realized gain on investments

---

(8.38)

(6.15)

(12.86)

(9.83)

(4.27)

Net asset value, end of period

$82.50

$79.25

$65.28

$75.37

$76.86

$67.57

Total Return 

 

4.1%

37.4%

(2.0%)

19.2%

30.2%

19.4%

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data 

Net assets ($000's)

 

 

 

 

 

 

    End of period

$1,915,669

$1,366,376

$960,722

$1,232,319

$824,083

$542,753

 

 

 

 

 

 

 

 

 

Ratio of Expenses 

    To average net assets

1.04%*

1.09%

1.10%

1.06%

1.08%

1.08%

Ratio of net investment income 

    To average net assets

2.23%*

2.88%

2.54%

2.13%

1.84%

1.32%

Portfolio Turnover Rate

47%*

46%

63%

65%

31%

24%

 

 

 

 

 

 

 

 

 

Number of shares outstanding 

    At end of period (000's)

23,221

17,241

14,716

16,350

10,721

8,033

 *Annualized 

 

 

 

 

 

 

 

 See notes to financial statements

 

 

 

 

 

 

 

Notes to Financial Statements
June 30, 2001

note 1 - The Clipper Fundsm ("Fund") is registered under the Investment Company Act of 1940, as amended, as a non-diversified open-end investment company. The investment objective of the Fund is long-term capital growth and capital preservation achieved primarily by investing in equity and equity substitute securities that are considered by Fund management and the Investment Adviser to have long-term capital appreciation potential. Bonds may be used when they are judged to offer higher potential long-term returns than stocks. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles:

(a)

Security Valuation - Investments in securities traded on a national securities exchange are valued at the last sale price on such exchange on the business day as of which such value is being determined. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid price. If no bid price is quoted on such day, then the security is valued by such method as the Board of Directors of the Fund shall determine in good faith to reflect its fair value. Discounts and premiums are accreted and amortized over the life of the respective securities. Short term investments are stated at amortized cost, which approximates value. All other assets of the Fund, including restricted and not readily marketable securities, are valued in such manner as the Board of Directors of the Fund in good faith deems appropriate to reflect their fair value.

(b)

Federal Income Taxes - The Fund intends to comply with the requirements of the Internal Revenue Code, as amended, applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no Federal income tax provision is required.

(c)

Use of Estimates - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

(d)

Other - As is common in the industry, security transactions are recorded on the trade date. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income is recorded on the accrual basis.

note 2 - The Investment Adviser's management fee is equal to 1% per annum of the Fund's average daily net asset value. The management fee is accrued daily in computing the net asset value per share.
Each Director who is not an interested person of the Investment Adviser is compensated by the Fund at the rate of $1,250 per quarter.
note 3 - The cost of securities purchased (excluding short-term investments) for the six months ended June 30, 2001, was $558,712,384. The cost of securities held is the same for Federal income tax and financial reporting purposes. Realized gains or losses are based on the specific identification method.
note 4 - During the six months ended June 30, 2001, the Fund realized net capital gains of $77,169,632 from securities transactions for Federal income tax and financial reporting purposes. As of June 30, 2001, unrealized appreciation of investment securities for tax and financial reporting purposes aggregated $179,114,804 of which $187,258,630 related to appreciated securities and $8,143,826 related to depreciated securities.
note 5 - During the six months ended June 30, 2001, the total amount of transactions and related commissions with respect to which the Fund directed brokerage transactions to brokers, in order to reduce operating expenses, was $357,311,723 and $496,270, respectively.
note 6 - As of June 30, 2001, the Fund held State Street Bank repurchase agreements, collateralized by U.S. Treasury Obligations, due August 2, 15 and 23, September 30, October 31, December 31, 2001 and January 31, 2002, respectively. The Fund requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System or to have segregated within the custodian's vault, all securities held as collateral for repurchase agreements. The market value of the underlying securities is required to be at least 102% of the resale price at the time of purchase. If the seller (State Street Bank & Trust Co.) of the agreement defaults and the value of the collateral declines, or if the seller enters an insolvency proceeding, realization of the value of the collateral by the Fund may be delayed or limited.

Click here to see Performance Graph

Past performance is no guarantee of future results. These returns assume redemption at the end of each period. For comparison purposes, the S&P 500 Index is an unmanaged index of 500 companies widely recognized as representative of the equity market in general. The Morningstar Large Value Funds Index is an index of 823 actively managed large value mutual funds monitored by Morningstar. Data presented from inception of Fund (February 29, 1984) through June 30, 2001.

 

Performance

June 30, 2001

 

CLIPPER

Large Value

S&P 500

Compounded Annual Returns:

 

 

 

One year

39.8%

8.0%

-14.8%

Three Years

15.7%

4.3%

3.9%

Five Years

18.6%

12.1%

14.5%

Ten Years

18.7%

13.6%

15.1%

Fifteen Years

15.6%

12.1%

14.0%

Since Inception (February 29, 1984)

17.3%

13.8%

15.8%

 

 

 

 

 

Risk

 

 

Third Quarter, 1998

-1.7%

-12.6%

-10.0%

 

 

 

 

Fourth Quarter, 1987

-7.5%

-19.2%

-22.5%

 

 

 

 

Cumulative Decline During Down Quarters

-46.3%

-58.9%

-65.2%

 

 

 

 

Beta Since Inception (February 29, 1984)

0.52

0.81

1.00

Notes
All returns are historical and include changes in share price and reinvestment of dividends and capital gains. Past performance is no guarantee of future results. Investment return and principal value of investments fluctuate. Investor's shares, when redeemed, may be worth more or less than their original cost.
Clipper Fundsm 's performance is compared with that of the S&P 500 Index, an unmanaged index of 500 companies widely recognized as representative of the equity market in general and the Morningstar Large Value Funds Index, an index of 823 actively managed large value mutual funds monitored by Morningstar.
As disclosed in the letter to shareholders, the Nasdaq Composite
Index, which is market-value weighted, measures all Nasdaq domestic and non-U.S. based common stocks listed on the Nasdaq Stock Market. The Russell 1000® Value Index, published by the Frank Russell Company, measures the performance of those Russell 1000® companies with lower price-to-book ratios and lower forecasted growth values.

 

 

 

Proxy Results


On April 6, 2001, the Annual Shareholders' meeting for the Clipper FundSM was held. At the meeting, shareholders were asked to approve a slate of four (4) directors to serve for the coming year .
     Elected as directors of the Fund were James H. Gipson, Norman B. Williamson, Lawrence P. McNamee and F. Otis Booth, Jr.
     Votes were cast as follows:

 

 

 

 

Broker

 

     For

Against

Withheld

Non-Votes

 

 

 

 

 

James H. Gipson

10,596,366

-

103,007

-

Norman B. Williamson

10,621,942

-

77,431

-

Lawrence P. McNamee

10,642,570

-

56,803

-

F. Otis Booth, Jr.

10,638,432

-

60,941

-

 

 

 

SHAREHOLDER PRIVACY NOTICE

     The Clipper Fundsm collects, but never discloses, nonpublic personal information about you to third parties and has no intention of doing so. The sources used to collect your information are:

Information we receive from you on applications or other forms; and

 

Information about your transactions with others, such as your financial advisor, or us.

The Clipper Fundsm will not disclose any nonpublic personal information about you or your account(s) to anyone unless one of the following conditions are met:

Clipper Fundsm receives your prior written consent;

 

Clipper Fundsm believes the recipient is your authorized representative;

 

Clipper Fundsm is permitted by law to disclose the information to the recipient in

 

order to service your account(s); or

 

Clipper Fundsm is required by law to disclose information to the recipient.

     If you decide to close your account(s) or become an inactive customer, the Clipper Fundsm will adhere to the privacy policies and practices as described in this notice.
     If you hold shares of the Clipper Fund
sm through a financial intermediary, such as a broker-dealer, bank or trust company, the privacy policy of your financial intermediary will govern how your nonpublic personal information will be shared with other parties.
     Clipper Fund
sm restricts access to your personal and account information to those employees who need to know that information to provide you products or services. We maintain physical, electronic, and procedural safeguards to guard your nonpublic personal information.

 

 

CLIPPER FUNDSM

 

9601 Wilshire Boulevard, Suite 800

 

Beverly Hills, California 90210

 

Telephone (800) 776-5033

 

Shareholder Services

 

& Audio Response (800) 432-2504

 

Internet: www.clipperfund.com

 

 

 

INVESTMENT ADVISER

 

Pacific Financial Research, Inc.
Internet: www.pfr-valueinvestors.com

 

 

 

DIRECTORS

 

 QUARTERLY REPORT

June 30, 2001

F. Otis Booth, Jr.

James H. Gipson

Norman B. Williamson

Professor Lawrence P. McNamee

 

TRANSFER & DIVIDEND PAYING AGENT

National Financial Data Services

Post Office Box 219152

Kansas City, Missouri 64121-9152

(800) 432-2504

 

Overnight Address

330 W. 9th Street, 4th Fl.

Kansas City, MO 64105

 

CUSTODIAN

State Street Bank and Trust Company

 

COUNSEL

Paul, Hastings, Janofsky & Walker LLP

 

INDEPENDENT AUDITORS

Ernst & Young LLP

 

 

This report is not authorized for distribution to prospective investors unless accompanied by a current prospectus.