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EXHIBIT (p)(iv)
CLEMENTE CAPITAL, INC.
CODE OF ETHICS
1. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics expresses the policy and procedures of
Clemente Capital, Inc., its affiliates and subsidiaries
("Clemente"), and is enforced to insure that no one is taking
advantage of his or her position, or even giving the appearance of
placing his or her own interests above those of Clemente's
clients, hereinafter referred to as any "Fund". Clemente company
personnel must at all levels act as fiduciaries, and as such must
place the interests of any Fund before their own. Thus, we ask
that when contemplating any personal transaction you ask yourself
what you would expect or demand if you were a shareholder of any
Fund.
Rule 17j-1(a), under the Investment Company Act of 1940
(the "Act"), included as Appendix A attached hereto, makes it
unlawful for certain persons, in connection with the purchase or
sale of securities, to, among other things, engage in any act,
practice or course of business which operates or would operate as
a fraud or deceit upon a registered investment company. Clemente
serves as Advisor to certain registered investment companies. In
compliance with paragraph (b)(1) of Rule 17j-1, this Code contains
provisions that are reasonably necessary to eliminate the
possibility of any such conduct. We ask that all personnel follow
not only the letter of this Code, but also abide by the spirit of
this Code and the principles articulated herein.
2. DEFINITIONS
"Access Person" shall mean any director, officer, general
partner, Portfolio Manager, Advisory Person or Investment
Personnel of the Advisor, who in the ordinary course of his or her
business makes, participates in or obtains information regarding
the purchase or sale of securities for any Fund or who functions
or duties as part of the ordinary course of his or her business
relate to the making of any recommendation to any Fund regarding
the purchase or sale of securities.
"Advisor" shall mean Clemente.
"Advisory Person" means any employee of the Advisor (or of
any company in a control relationship with the Advisor) who, in
connection with his or her regular functions or duties, makes,
participates, in, or obtains information regarding the purchase or
sale of a security by any Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales, and shall include any natural person in a control
relationship with the Advisor who obtains information concerning
recommendations made to the Fund with regard to the purchase or
sale of a security.
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The term "beneficial ownership" shall be interpreted in the
same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities Exchange
Act of 1934 and the rules and regulations there under, except that
the determination of direct or indirect beneficial ownership shall
apply to all securities which a person subject to this Code has or
acquires.
"Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the Act.
"Fund" shall mean The First Philippine Fund Inc., Clemente
Global Growth Fund, any other investment company for which
Clemente acts as investment advisor and any other client for which
the Advisor provides discretionary investment management services.
"Investment Personnel" of the Advisor includes Fund
Portfolio Managers and those persons who provide information and
advice to the Portfolio Managers or who help execute the Portfolio
Managers' decisions (e.g., securities analysts and traders).
"Portfolio Managers" of the Fund shall mean those persons
who have direct responsibility and authority to make investment
decisions for the Fund.
The term "security" shall have the meaning set forth in
Section 2(a)(36) of the Act and shall include options, but shall
not include securities issued or guaranteed by the United States
government or its agencies or instrumentalities, short-term debt
securities which are "government securities" within the meaning of
Section 2(a)(16) of the Act, bankers acceptances, bank
certificates of deposit, commercial paper, shares of registered
open-end investment companies and such other money market
instruments as may be designated by the Board of Directors of the
Fund.
The "purchase or sale of a security" includes, among other
things, the writing of an option to purchase or sell a security.
Appendix B provides definitions of and supplemental
information on the following terms: beneficial ownership, control,
interested person, security and government securities.
3. PROHIBITED TRANSACTIONS
The prohibitions described below will only apply to a
transaction in a security in which the designated person has, or
by reason of such transaction acquires, any direct or indirect
beneficial ownership.
A. BLACKOUT TRADING PERIODS - ACCESS PERSONS
No Access Person shall execute a securities transaction on
a day during which the Fund has a pending buy or sell order in
that same security until that order is executed or withdrawn. Any
profits realized on trades within the proscribed periods are
required to be disgorged to the applicable Fund. A pending buy or
sell order exists when a decision to purchase or sell a security
has been made and communicated to the Advisor's Legal Compliance
Officer.
B. BLACKOUT TRADING PERIODS - PORTFOLIO MANAGERS
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No Portfolio Manager shall buy or sell a security within
seven calendar days before and after the Fund that he or she
manages trades in that security. Any profits realized on trades
within the proscribed periods are required to be disgorged to the
applicable Fund.
C. BAN ON SHORT-TERM TRADING PROFITS - INVESTMENT PERSONNEL
Investment Personnel may not profit in the purchase and
sale, or sale and purchase, of the same (or equivalent) securities
within 60 calendar days. Any profits realized on such short-term
trades are required to be disgorged to the applicable Fund.
D. BAN ON SECURITIES PURCHASES OF AN INITIAL PUBLIC OFFERING -
INVESTMENT PERSONNEL
Investment Personnel may not acquire any securities in an initial public
offering.
E. SECURITIES OFFERED IN A PRIVATE OFFERING - INVESTMENT PERSONNEL
Investment Personnel may not acquire any securities in a
private offering without the prior written consent of Clemente's
Legal Compliance Officer. Furthermore, should written consent be
given, Investment Personnel are required to disclose such
investment when participating in any subsequent consideration of
an investment in such issuer. In such circumstances, Clemente's
decision to purchase securities of such issuer should be subject
to an independent review by Investment Personnel of Clemente, who
have no personal interest in the issuer.
4. EXEMPTED TRANSACTIONS
A. Subject to compliance with preclearance procedures in accordance
with Section 5 below, the prohibitions of Sections 3A, 3B and 3C
of this Code shall not apply to:
(i) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or
control, or in any account of the Access Person which is
managed on a discretionary basis by a person other than
such Access Person and with respect to which such Access
Person does not, in fact, influence or control such
transactions.
(ii) Purchases or sales of securities, which are not eligible
for purchase or sale, by any Fund.
(iii) Purchases or sales which are nonvolitional on the part of
either the Access Person or any Fund.
(iv) Purchases which are part of an automatic dividend
reinvestment plan.
(v) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from
such issuer, and sales of such rights so acquired.
(vi) Any equity securities transaction, or series of related
transactions, involving 500 shares or less in the
aggregate, if (i) the Access Person has no prior knowledge
of transactions in such security by any Fund and (ii) if
the issuer has a market capitalization (outstanding shares
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multiplied by the current price per share) greater than $1
billion.
(vii) Any fixed income securities transaction involving $10,000
principal amount or less, if the Access Person has no prior
knowledge of transactions in such securities by any Fund.
(viii) All other transactions contemplated by Access Persons which
receive the prior approval of the Legal Compliance Officer
in accordance with the preclearance procedures described in
Section 5 below. Purchases or sales of specific securities
may receive the prior approval of the Legal Compliance
Officer because the Legal Compliance Officer has determined
that no abuse is involved and that such purchases and sales
would be very unlikely to have any economic impact on any
Fund or on any Fund's ability to purchase or sell such
securities.
C. A transaction by Access Persons (other than Investment Personnel)
inadvertently effected during the period proscribed in Section 3A
will not be considered a violation of the Code and disgorgement
will not be required so long as the transaction was effected in
accordance with the preclearance procedures described in Section 5
and without prior knowledge of any Fund trading.
D. Notwithstanding Section 4A(viii), the prohibition in Section 3C
shall not apply to profits earned from transactions in securities
which securities are not the same (or equivalent) to those owned,
shorted or in any way traded by any Fund during the 60-day period;
provided, however, that if the Legal Compliance Officer determines
that a review of the Access Person's reported personal securities
transactions indicates an abusive pattern of short-term trading,
the Legal Compliance Office may prohibit such Access Person from
profiting in the purchase and sale, or sale and purchase, of the
same (or equivalent) securities within 60 calendar days whether or
not such security is the same (or equivalent) to that owned,
shorted or in any way traded by any Fund.
5. PRECLEARANCE
Access Persons must preclear all personal investments in
securities. All requests for preclearance must be submitted to the
Legal Compliance Officer. Such requests shall be made by
submitting a Personal Investment Request Form, in the form annexed
hereto as Appendix C. All approved orders must be executed by the
close of business on the day preclearance is granted. If any order
is not timely executed, a request for preclearance must be
resubmitted.
6. REPORTING
A. Access Persons are required to direct their broker(s) to supply to
the Legal Compliance Officer on a timely basis duplicate copies of
confirmations of ALL personal securities transaction and
copies of periodic statements for all securities accounts. Access
Persons should direct their broker(s) to transmit to the Legal
Compliance Officer of the Advisor duplicate confirmations of all
transactions effected by such Access Person, and copies of the
statements of such brokerage accounts, whether existing currently
or to be established in the future. A sample letter for this
purpose is
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attached as Appendix D. The transaction reports and/or duplicates
should be addressed "Personal and Confidential." The report
submitted to the Legal Compliance Officer may contain a statement
that the report shall not be construed as an admission by the
person making such report that he or she has any direct or
indirect beneficial ownership in the security to which the report
relates. Compliance with this Code requirement will be deemed to
satisfy the reporting requirements imposed on Access Persons under
Rule 17j-1(c).
B. Whenever an Access Person recommends that any Fund purchase or
sell a security, he or she shall disclose whether he or she
presently owns such security, or whether he or she is considering
its purchase or sale.
C. Upon commencement of employment and thereafter on an annual basis,
Access Persons will disclose all personal securities holdings. On
an annual basis, Access Persons will be sent a copy of the
Advisor's statement of such Access Person's personal securities
accounts to verify its accuracy and make any necessary additions
or deletions.
D. All personal matters discussed with the Legal Compliance Officer
and all confirmations, account statements and personal investment
reports shall be kept in confidence, but will be available for
inspection by the Board of Directors of any Fund and the Advisor
for which such person is an Access Person, and by the appropriate
regulatory agencies.
7. ANNUAL CERTIFICATION
On an annual basis, Access Persons will be sent a copy of
this Code for their review. Access Persons will be asked to
certify that they have read and understand this Code and recognize
that they are subject hereto. Access Persons will be further asked
to certify annually that they have complied with the requirements
of this Code and that they have disclosed or reported all personal
securities transactions required to be disclosed or reported
pursuant to this Code. A sample of the certification is attached
as Appendix F.
8. CONFIDENTIAL STATUS OF CLIENTS' PORTFOLIO
The current portfolio positions of any Fund managed,
advised and/or administered by the Advisor and current portfolio
transactions, programs and analysis must be kept confidential.
If nonpublic information regarding any Fund's portfolio
should become known to any Access Person, whether in the line of
duty or otherwise, he or she should not reveal it to anyone unless
it is properly part of his or her work to do so.
If anyone is asked about any Fund's portfolio or whether a
security has been sold or bought, his or her reply should be that
this is an improper question and that this answer does not mean
that any Fund has bought, sold or retained the particular
security. Reference, however, may, of course, be made to the
latest published report of any Fund's portfolio.
9. NONPUBLIC MATERIAL INFORMATION
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From time to time, the Advisor has circulated and discussed
with Access Persons the latest administrative and judicial
decisions regarding the absolute prohibition against the use of
nonpublic material information, also known as "inside
information." In view of the many forms in which the subject can
arise, the Advisor must reiterate that a careful and conservative
approach must prevail and no action should be taken where "inside
information" may be involved without a thorough review by the
Legal Compliance Officer.
Material inside information is any information about a
company or the market for the company's securities which has come
directly or indirectly from the company and which has not been
disclosed generally to the marketplace, the dissemination of which
is likely to affect the market price of any of the company's
securities or is likely to be considered important by reasonable
investors, including reasonable speculative investors, in
determining whether to trade in such securities.
Information should be presumed "material" if it relates to
such matters as dividend increases or decreases, earnings
estimates, changes in previously released earnings estimates,
significant expansion or curtailment of operations, a significant
increase or decline of orders, significant merger or acquisition
proposals or agreements, significant new products or discoveries,
extraordinary borrowing, major litigation, liquidity problems,
extraordinary management developments, purchase or sale of
substantial assets, etc.
"Inside information" is information that has not been
publicly disclosed. Information received about a company under
circumstances, which indicate that it is not yet in general
circulation and that such information may be attributable,
directly or indirectly, to the company (or its insiders) should be
deemed to be inside information.
Whenever an Access Person receives material information
about a company which he or she knows or has reason to believe is
directly or indirectly attributable to such company (or its
insiders), the Access Person must determine that the information
is public before trading or recommending trading on the basis of
such information or before divulging such information to any
person who is not an employee of the Advisor or a party to the
transaction. As a rule, one should be able to point to some fact
to show that the information is generally available; for example,
its announcement on the broad tape or by REUTERS, THE WALL STREET
JOURNAL or trade publications. If the Acecss person has any
question at all as to whether the information is material or
whether it is inside and not public, he or she must resolve the
question or questions before trading, recommending trading or
divulging the information. If any doubt at all remains, the Access
Person must consult with the Legal Compliance Officer.
10. GIFTS - INVESTMENT PERSONNEL
Investment Personnel shall not receive any gift or other
thing of more than DE MINIMIS value from any person or entity that
does business with or on behalf of the Fund. For purposes of this
Code, "more than DE MINIMIS value" shall mean any gift in excess
of a value of $100 per year.
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11. SERVICES AS A DIRECTOR IN A PUBLICLY TRADED COMPANY - INVESTMENT
PERSONNEL
Investment Personnel shall not serve on the boards of
directors of publicly traded companies, absent prior authorization
by the Advisor's Board of Directors, based upon a determination
that the board service would be consistent with the interests of
the Advisor's clients. When such authorization is provided, the
Investment Personnel serving as a director will be isolated from
making investment decisions with respect to the pertinent company
through "Chinese Wall" or other procedures.
12. COMPLIANCE REVIEW
A. The Legal Compliance Officer shall compare the reported personal
securities transactions with completed and contemplated portfolio
transactions of the Fund to determine whether a violation of this
Code may have occurred. Before making any determination that a
violation has been committed by any person, the Legal Compliance
Officer shall give such person an opportunity to supply additional
information regarding the transaction in question.
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13. SANCTIONS
The Board of Directors of the Advisor will be informed of Code
violations on a quarterly basis and my impose such sanctions as it deems
appropriate, including INTER ALIA, a letter of censure or suspension or
termination of employment of the Access Person or a request for
disgorgement of any profits received from a securities transaction done
in violation of this Code.
14. BOARD OF DIRECTORS REVIEW
Annually, the Board of Directors of the First Philippine Fund,
Clemente Global Growth Fund and of any Fund for which Clemente provides
investment management services shall receive the following:
A. A copy of the existing Code of Ethics.
B. A report completed by the Legal Compliance Officer identifying any
violations requiring significant remedial action during the last year.
C. A list of recommendations, if any, to change the existing Code of Ethics
based upon experience, evolving industry practices or developments in
applicable laws or regulations.
This Appendix B provides supplemental information to certain terms
used in the Code of Ethics (the "Code").
"BENEFICIAL OWNERSHIP"
What constitutes "beneficial ownership" within the meaning of the
Code (which incorporates the standards under Section 16 of the Securities
Exchange Act of 1934) has been dealt with in a number of SEC releases and
has grown to encompass many diverse situations. These include securities
held:
(a) by you for your own benefit, whether bearer, registered in your name, or
otherwise;
(b) by others for your benefit (regardless of whether or how registered),
such as securities held for you by custodians, brokers, relatives,
executors or administrators;
(c) for your account by pledges;
(d) by a trust in which you have an income or remainder interest. Exceptions:
where your only interest is to get principal if (1) some other remainder
man dies before distribution or (2) if some other person can direct by
will a distribution of trust property or income to you;
(e) by you as trustee or co-trustee, where either you or members of your
immediate family, i.e., spouse, children and their descendants,
stepchildren, parents and their ancestors, and stepparents (treating a
legal adoption as blood relationship), have an income or remainder
interest in the trust;
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(f) by a trust of which you are the settlor, if you have the power to revoke
the trust without obtaining the consent of all the beneficiaries;
(g) by any partnership in which you are a partner;
(h) by a personal holding company controlled by your alone or jointly with
others;
(i) in the name of your spouse unless legally separated;
(j) in the name of minor children or in the name of any relative of yours or
of your spouse (including an adult child) who is presently sharing your
home. This applies even if the securities were not received from you and
the dividends are not actually used for the maintenance of your home;
(k) in the name of another person (other than those listed in (i) and (j)
just above), if by reason of any contract, understanding, relationship,
agreement, or other arrangement, you obtain benefits substantially
equivalent to those of ownership; or
(l) in the name of any person other than yourself, even though you do not
obtain benefits substantially equivalent to those of ownership (as
described in (k) just above), if you can vest or revest title in
yourself.
Disclaimer of Beneficial Ownership
This broad definition of "beneficial ownership" is for purposes of
the Code; it does not necessarily cover other securities law or tax
areas. The Code states that in reporting a securities transaction to the
Fund, the reporting person can include in his or her report a statement
declaring that the report shall not be construed as an admission that the
reporting person has any direct or indirect beneficial ownership in the
security. For example, if a parent as custodian sold securities owned by
a minor child under a Uniform Gifts to Minors Acts, the other parent
would report such transaction, but could disclaim beneficial ownership by
checking the appropriate box on the report. Whether or not your report
carries such a disclaimer is entirely a matter for your own decision. You
may wish to consult your own attorney. A disclaimer may be important not
only in connection with the securities laws, but also because without it,
your report of the stock holdings of family members and relatives might
be evidence of ownership for other purposes, such as estate taxes.
No Influence or Control
The Code states that Disinterested Directors need not report
securities transactions effected in any account over which they do not
have "any direct or indirect influence or control." However, as a
practical matter, this "no direct or indirect influence or control"
exception is limited to few situations. The principal one is that
described in paragraph (d) above, where
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securities are held in a trust, in which the Disinterested Director has a
beneficial interest, but where he or she is not the trustee and has no
control or influence over the trustee.
Questions regarding beneficial ownership or reporting
responsibility may be directed to the Fund's Legal Compliance Officer.
CONTROL
"Control" is defined in Section 2(a)(9) of the Act as follows:
"[T]he power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official position with such company.
Any person who owns beneficially, either directly or through one
or more controlled companies, more than 25 per centum of the voting
securities of a company shall be presumed to control such company. Any
person who does not own more than 25 per centum of the voting securities
of any company shall be presumed not to control such company. A natural
person shall be presumed not to be a controlled person within the meaning
of this title. Any such presumption may be rebutted by evidence, but
except as hereinafter provided, shall continue until a determination to
the contrary made by the Commission by order either on its own motion or
on application by an interested person. If an application filed hereunder
is not granted or denied by the Commission within sixty days after filing
thereof, the determination sought by the application shall be deemed to
have been temporarily granted pending final determination of the
Commission thereon. The Commission, upon its own motion or upon
application, may by order revoke or modify an order issued under this
paragraph whenever it shall find that the determination embraced in such
original order is no longer consistent with the facts."
INTERESTED PERSON
"Interested person" within the meaning of Section 2(a)(19) of the Act is
defined as follows:
"(19) `Interested person' of another person means -
(A) when used with respect to an investment company -
(i) any affiliated person of that company,
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(ii) any member of the immediate family of any natural person who is an
affiliated person of such company,
(iii) any interested person of any investment advisor of or principal
underwriter for such company,
(iv) any person or partner or employee of any person who at any time since the
beginning of the last two completed fiscal years of such company has
acted as legal counsel for such company,
(v) any broker or dealer registered under the Securities Exchange Act of 1934
or any affiliated person of such a broker or dealer, and
(vi) any natural person whom the Commission by order shall have determined to
be an interested person by reason of having had, at any time since the
beginning of the last two completed fiscal years of such company, a
material business or professional relationship with such company or with
the principal executive officer of such company or with any other
investment company having the same investment advisor or principal
underwriter or with the principal executive officer of such other
investment company:
Provided, That no person shall be deemed to be an interested
person of an investment company solely by reason of (aa) his being a
member of its board of directors or advisory board or an owner of its
securities, or (bb) his membership in the immediate family of any person
specified in cause (aa) of this proviso; and
(B) when used with respect to an investment advisor of or a principal
underwriter for any investment company -
(i) any affiliated person of such investment advisor or principal
underwriter,
(ii) any member of the immediate family of any natural person who is an
affiliated person of such investment advisor or principal underwriter,
(iii) any person who knowingly has any direct or indirect beneficial interest
in, or who is designated as trustee, executor, or guardian of any legal
interest in, any security issues either by such investment advisor or
principal underwriter or by a controlling person of such investment
advisor or principal underwriter,
(iv) any person or partner or employee of any person who at any time since the
beginning of the last two completed fiscal years of such investment
company has acted as legal counsel for such investment advisor or
principal underwriter,
(v) any broker or dealer registered under the Securities Exchange Act of 1934
or any affiliated person of such a broker or dealer, and
(vi) any natural person whom the Commission by order shall have determined to
be an interested person by reason of having had at anytime since the
beginning of the last two completed fiscal years of such investment
company a material business or professional relationship with such
investment advisor or principal underwriter or the principal executive
officer or any controlling person of such investment advisor or principal
underwriter.
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For the purposes of this paragraph (19), "member of the immediate family"
means any parent, spouse of a parent, child, spouse of a child, spouse, brother,
or sister, and includes step and adoptive relationships. The Commission may
modify or revoke any order issued under clause (vi) of subparagraph (A) or (B)
of this paragraph whenever it finds that such order is no longer consistent with
the facts. No order issued pursuant to clause (vi) of subparagraph (A) or (B) of
this paragraph shall become effective until at least sixty days after the entry
thereof, and no such order shall affect the status of any person for the purpose
of this title or for any other purpose for any period prior to the effective
date of such order."
SECURITY
"Security" is defined in Section 2(a)(36) of the Act as follows:
"[A]ny note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security (including a certificate of deposit) or on any group or index of
securities (including interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into on a national securities
exchange relating to foreign currency, or, in general, any interest or
instrument commonly known as a "security," or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing."
GOVERNMENT SECURITIES
"Government securities" within the meaning of Section 2(a)(16) of the Act is
defined as follows:
"[A] company which is organized as an insurance company, whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies, and which is subject to
supervision by the insurance commissioner or a similar official or agency of the
State; or any receiver or similar official or any liquidating agent for such a
company, in his capacity as such."
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(a) TO: LEO CLEMENTE
Chief Investment Officer
From:
Re: Personal Investment Form
Date:
Permission is requested to [Purchase] [Sell]___________________shares of stock
in____________________________________, ticker symbol___________________. This
purchase/sale will be executed in my personal account held at
__________________________, account number_____________________________.
Copies of this account are mailed to CCI, per our current compliance
requirements.
APPROVED:_____________________________________
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DATE: _______________________________________
Clemente Capital, Inc. Carnegie Hall Tower 152 W 57th St. 25th Floor. NY, NY
10019 Tel 212-765-0700 Fax 212-765-1939 www.clementcapital.com
<PAGE>
[Name and Address of Broker Dealer]
Re: Employee Brokerage Account
Dear Compliance Officer,
It has come to our attention that [Name of Employee], an employee of
Clemente Capital, Inc., a Registered Investment Advisor, maintains a brokerage
account with your firm. Please be advised that pursuant to Section 17(j) of the
Investment Company Act of 1940 ("Act"), the above named individual must report
certain securities transactions. Accordingly, please send copies of all
securities transaction confirmations and copies of the quarterly statements for
the referenced account to:
Leo Clemente
Chief Investment Officer
Clemente Capital, Inc.
152 West 57th Street
New York NY 10019
If you have any questions pertaining to this request, please feel free to
contact us immediately at 212-765-0700. Your cooperation is greatly appreciated.
Very Truly Yours,
Leo Clemente
Chief Investment Officer
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Personal Investment Report
Report of Securities Owned
(1) NAME:_____________________________
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Security Type of Date of Price of Number of Aggregate Broker/Dealer
Transaction Transaction Transaction Shares Price Name
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<S> <C> <C> <C> <C> <C> <C>
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</TABLE>
This report shall not be deemed an admission that the person filing such report
has any direct or indirect beneficial ownership of the securities listed hereon.
<PAGE>
To: Leo Clemente
Chief Investment Officer
From:
Date:
Re: CODE OF ETHICS AFFIRMATION
I hereby certify that:
1.) I have received a current copy of the Clemente Capital, Inc. Code
of Ethics ("Code") I have read and understand the Code.
2.) I understand and acknowledge that I am subject to the Clemente
Capital Code of Ethics, and I certify that I have complied with
the requirements of the Code for the period of
________________________________.
3.) I have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the Code
4.) I have reviewed and completed the attached statement (Securities
Owned) of my personal securities holdings as is required pursuant
to the Clemente Capital, Inc. Code of Ethics.
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SIGNATURE DATE
