EX-99 3 0003.txt EXHIBIT INDEX EXHIBIT A: Attachment to item 77C: Submission of matters to a vote of Security holders. ------------------------------------------------------------------ EXHIBIT A: Clemente Strategic Value Fund, Inc. The proxy for the Annual Meeting of Stockholders (held on April 26, 2000) is incorporated herein by reference to the DEF14A filed on April 14, 2000. The Annual Meeting of stockholders of Clemente Strategic Value Fund, Inc. was held on April 26, 2000. The following provides information concerning the matters voted on at the meeting: PROPOSAL NO. 1 - to elect seven directors of the Fund FOR AGAINST Ralph Bradshaw 2,214,136 13,770 Gary Bentz 2,214,136 13,770 William Clark 2,214,136 13,770 Thomas Lenagh 2,214,136 13,770 Scott B. Rogers 2,214,136 13,770 Glenn W. Wilcox, Sr. 2,214,136 13,770 Andrew Strauss 2,214,136 13,770 PROPOSAL NO. 2 - to ratify the selection by the Board of Directors of PricewaterhouseCoopers LLP as the Fund's independent accountants for the fiscal year ending December 31, 2000. FOR AGAINST 2,218,456 3,598 PROPOSAL NO. 3 - to amend the Fund's Investment Advisory Agreement with the Adviser regarding the calculation of the compensation of the Adviser, including the Basic Fee and performance fee. FOR AGAINST 2,201,697 19,467 PROPOSAL NO. 4 - to amend the current U.S Advisory Agreement among the Fund, the Adviser and Wilmington Trust Company to a sub-advisory agreement on substantially the same terms as the current U.S Advisory Agreement. FOR AGAINST 2,208,420 11,144 PROPOSAL NO. 5 - to consider a shareholder proposal recommending that the Board take the steps necessary to provide stockholders an option to receive net asset value with no redemption penalty. FOR AGAINST 301,456 1,917,929