July 23, 2014Clipper Funds Trust • July 23rd, 2014
This opinion is furnished to you pursuant to paragraph 5.5 of the Agreement and Plan of Reorganization and Termination (the "Agreement"), dated as of March 27, 2014, between Clipper Fund, Inc., a California corporation (the "Old Fund"), and Clipper Funds Trust, a Delaware statutory trust (the "Trust"), on behalf of Clipper Fund (the "New Fund"), a segregated portfolio of assets of the Trust. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Old Fund by the New Fund in exchange for (a) the assumption by the New Fund of all of the Liabilities of the Old Fund and (b) the issuance and delivery by the New Fund to the Old Fund, for distribution, in accordance with paragraph 1.4 of the Agreement, pro rata to the Old Fund Shareholders in exchange for their Old Fund Shares and in complete liquidation of the Old Fund, of the number of full and fractional New Fund Shares eq
