TRIDAN CORP.
477 Madison Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 20, 2000
To the Shareholders of Tridan Corp.:
The Annual Meeting of Shareholders of Tridan Corp. (the "Company") will be
held on Tuesday, June 20, 2000, at 10:00 A.M. at the offices of Kantor,
Davidoff, Wolfe, Mandelker & Kass, P.C., 17th floor, 51 East 42nd Street, New
York, New York 10017.
The following subjects will be considered and acted upon at the meeting:
(1) Election of six directors;
(2) Ratification of the selection of Leslie Sufrin and Company, P.C. as
auditors of the Company for the fiscal year ending April 30, 2001;
(3) A proposal to approve an investment advisory agreement with J.P.
Morgan Investment Management Inc. as the Company's new investment
adviser in place of Morgan Guaranty Trust Company of New York;
(4) Transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The subjects referred to above are discussed in the Proxy Statement
attached to this notice. Each shareholder is invited to attend the Annual
Meeting of Shareholders in person. Shareholders of record at the close of
business on May 19, 2000 have the right to vote at the meeting. If you cannot be
present at the meeting, we urge you to fill in, sign and promptly return the
enclosed proxy in order that your shares will be represented at the meeting.
By Order of the Board of Directors
I. Robert Harris, Secretary
May 30, 2000
TRIDAN CORP.
477 Madison Avenue
New York, New York 10022
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Tridan Corp., a New York corporation (the "Company") of
proxies to be voted at the Annual Meeting of Shareholders to be held June 20,
2000 and any and all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement is
being mailed to shareholders on or about May 30, 2000.
All proxies which have been properly executed and received in time will be
voted at the meeting in accordance with the instructions thereon. Any
shareholder executing a proxy may revoke it in writing by execution of another
proxy or by any other legal method at any time before the shares subject to the
proxy are voted at the meeting. The Board of Directors recommends that shares be
voted, and if no choice is specified on the proxy, the shares will be voted FOR
the election as directors of the nominees hereinafter named, FOR ratification of
the selection of Leslie Sufrin and Company P.C. as auditors, FOR approval of the
investment advisory agreement with J.P. Morgan Investment Management Inc., and
in the discretion of the proxy holders on such other matters as may properly
come before the meeting.
As of May 19, 2000, there were issued and outstanding 3,132,421.2620 shares
of capital stock, par value $.02 per share, of the Company, which is the only
class of capital stock of the Company. Shareholders will be entitled to one vote
for each share held, with pro rata voting rights for any fractional shares.
Holders of record of such shares at the close of business on May 19, 2000 will
be entitled to vote at the meeting.
The participants in the Tridan Corp. Employees' Stock Ownership Trust are
the beneficial shareholders of the shares held under the Trust, and the shares
held for such participants will be voted only if and as directed by the
participant for whose account such shares are held of record by the trustees of
the Trust. Accordingly, the attached Notice, this Proxy Statement and the form
of proxy have been mailed to each person who was a participant on the record
date, and the shares beneficially owned by such participants will be voted in
accordance with their proxies.
The Company will pay the cost of preparing, assembling, and mailing the
form of proxy and the material used in connection with solicitation of proxies.
In addition to solicitation by use of the mails, certain officers and directors
of the Company, who will receive no compensation for their services (other than
their regular compensation) may solicit the return of proxies personally or by
telephone or telegraph.
An Annual Report covering the operations of the Company for its fiscal
years ended April 30, 2000 and 1999 is enclosed herewith, but does not
constitute a part of the material for the solicitation of proxies.
ELECTION OF DIRECTORS
At the meeting, six directors are to be elected to hold office until the
next Annual Meeting of Shareholders and until their respective successors shall
have been chosen and qualified, or as otherwise provided in the By-Laws of the
Company. The election of a Board of Directors will require a vote of a majority
of the shares present in person or by proxy at the meeting.
It is intended that the persons named in the accompanying proxy will vote
such proxy, if signed and returned, for the election of the nominees listed
below. If for any reason any of said nominees shall become unavailable for
election, which is not anticipated, the proxies may be voted for a substitute
nominee designated by the Board of Directors. The Board of Directors has no
reason to expect that any of the nominees will fail to be a candidate at the
meeting and, accordingly, does not have in mind any substitute.
Mr. Peter Goodman has been a director of the Company since it became an
investment company in 1980. Mr. Flynn has been a director since 1984, Mr. Negin
since 1985, Mr. Pelton since 1988, Mr. Stoever since 1995, and Mr. Mark Goodman,
who is Peter Goodman's son, since 1999.
As of May 19, 2000, Peter Goodman owned beneficially 1,277,381.35 shares
(40.78%) of the Company, which does not include shares owned by Barbara S.
Goodman, Peter Goodman's wife, nor shares owned by them as trustees for his
brother Thomas Goodman.
- 2 -
The following table sets forth the names, ages and business experience of
the nominees:
Business experience
Name Age For Past Five Years
---- --- ---------------------
Thomas David Flynn 87 Trustee Emeritus of Columbia
University; Director Emeritus
of National Bureau of Economic
Research.
Mark Goodman* 46 Pianist; Teacher.
Peter Goodman* 74 President of Tridan Corp.
Jay Stanley Negin 69 Attorney; Investor.
Warren Fred Pelton* 62 President of National
Association on Drug Abuse
Problems, Inc. prior to 1996;
Director of Development,
International College until
1999; Consultant.
Russell Jude Stoever 55 Vice President of Stoever
Glass & Co., Inc.
Five meetings of the Board of Directors were held during the fiscal year
ended April 30, 2000, and each director attended more than 75 percent of the
total number of meetings. The Board of Directors of the Company does not have an
audit, nominating, compensation or similar committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Each director of the Company receives an annual fee of $9,000 for
directorial services rendered by him. No executive officer received cash
compensation exceeding $60,000.
All executive officers of the Company as a group (two persons) received
compensation (comprised solely of directors' fees described above) aggregating
$18,000 applicable to fiscal 2000 (which excludes professional fees paid to the
law firm of which I. Robert Harris, secretary of the Company, is a member).
- ----------
* A director of the Company who is an "interested person" or deemed an
"interested person", as defined by Section 2(a)(19) of the Investment
Company Act of 1940, is indicated by an asterisk. Mr. Peter Goodman is an
"interested person" by reason of his being an officer and holder of more
than 5% of the shares of the Company, Mr. Mark Goodman by reason of his
being Peter Goodman's son, and Mr. Pelton by reason of his being an officer
of the Company.
- 3 -
PRINCIPAL AND MANAGEMENT SHAREHOLDERS
The following table sets forth certain information concerning directors and
nominees as directors of the Company and persons believed by the Company to be
the record owners of more than five percent (5%) of the Company's voting
securities as of May 19, 2000:
Number of Shares Percent
Title of Name and Address of Beneficially Owned of Class on
Class Beneficial Owner on May 19, 2000 May 19, 2000
- ------------------ ----------------------- -------------------- ------------
Capital Stock Peter Goodman 1,277,381.35(1)(2) 40.78%
(par value $.02) Wendover Road
Rye, NY 10580
Barbara S. Goodman 375,500.00(1) 11.99%
(wife of Peter Goodman)
Wendover Road
Rye, NY 10580
Thomas Goodman 703,982.17(2)(3) 22.47%
79-11 41st Avenue
Elmhurst, NY 11373
Robert W. Erdos 282,640.11(2)(4) 9.02%
549 Fairview Terrace
York, PA 17403
Mark Goodman 77,333.33 2.47%
15 Eliot Street
Jamaica Plain, MA 02130
Warren F. Pelton 29,930.89 0.96%
12651 Hunters Lakes
Court
Bonita Springs, FL 34135
All officers, 1,384,645.57(2)(3) 44.20%
directors and
nominees as a
group (7 persons)
(1) Not including 600,000 shares owned indirectly by Mr. Goodman and his wife,
Barbara S. Goodman, as co-trustees for his brother, Thomas Goodman (see
footnote 3), with respect to which the co-trustees have shared voting and
investment power.
- 4 -
(2) Including the following shares owned by Tridan Corp. Employees Stock
Ownership Trust, as nominee only: 9,881.35 shares owned directly and
beneficially by Peter Goodman, 5,640.11 shares owned directly and
beneficially by Robert W. Erdos and 2,982.17 shares owned directly and
beneficially by Thomas Goodman. Messrs. Robert W. Erdos, Peter Goodman,
Thomas Goodman and Warren F. Pelton are trustees of said Trust.
(3) Including 600,000 shares owned of record only, by Peter Goodman and Barbara
S. Goodman, as trustees for Thomas Goodman (Peter Goodman's brother).
(4) This amount does not include 49,000 shares owned of record and beneficially
by Erda Erdos, Mr. Erdos' wife.
The foregoing table and footnotes shall not be construed as an admission
that Peter Goodman is the beneficial owner of any shares owned by him as a
trustee for his brother, nor of any shares owned by Mr. Goodman's wife; nor as
an admission that Barbara S. Goodman is the beneficial owner of any shares owned
by her as a trustee for Peter Goodman's brother; nor as an admission that Robert
W. Erdos is the beneficial owner of any shares owned by Mr. Erdos' wife.
Peter Goodman, president and a director of the Company, controls the
Company in that any matter to be voted on at the meeting can be decided by Mr.
Goodman and any one of several other shareholders if they vote in the same way
on such matter.
RELATIONSHIP WITH AND RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors, including a majority of the members of the Board of
Directors who are not interested persons of the Company, has selected Leslie
Sufrin and Company, P.C. as independent public accountants for the Company for
the fiscal year ending April 30, 2001. This selection is to be submitted for
ratification by the shareholders, which requires the affirmative vote of the
holders of a majority of the shares of the Company voting at the meeting. The
Board of Directors reviewed the services performed by Leslie Sufrin and Company,
P.C. during the last fiscal year and determined that such services did not
affect their independence. The firm has no direct or indirect financial interest
in the Company, except for fees received by it for services which were furnished
at customary rates and terms. Representatives of such firm are expected to be
present at the meeting and will be given an opportunity to make such statements
as they feel appropriate and will be available to respond to appropriate
questions.
- 5 -
PROPOSAL
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE
COMPANY AND J.P. MORGAN INVESTMENT MANAGEMENT INC.
J.P. Morgan & Co. Incorporated ("J.P. Morgan") has proposed changing the
investment adviser of the Company from Morgan Guaranty Trust Company of New York
("MGT") to its affiliate, J.P. Morgan Investment Management Inc. ("JPMIM"). Both
MGT and JPMIM are wholly owned subsidiaries of J.P. Morgan, all of which are
located at 522 Fifth Avenue, New York, NY 10036. The proposed change would not
affect the Company's investments or other operations.
JPMIM is an investment adviser registered with the Securities and Exchange
Commission (the "SEC") under the Investment Advisers Act of 1940 (the "Advisers
Act"). JPMIM was created in 1984 and has, since that time, assumed
responsibility for much of the institutional investment management business of
the former Trust and Investment Division of MGT. JPMIM manages assets for
corporations, endowments, public entities, mutual funds and other institutional
investors. As of December 31, 1999, JPMIM managed approximately $349 billion in
assets including approximately $34 billion in mutual fund assets. With its own
and its affiliates' offices located throughout the world, JPMIM draws from a
worldwide resource base to provide comprehensive service to an international
group of clients.
If this proposal is approved, a new investment advisory agreement with
JPMIM (the "New Agreement") will be adopted for the Company. The terms of the
New Agreement are identical to the terms of the current investment advisory
agreement (the "Current Agreement"), except for the name of the adviser and the
date. A copy of the New Agreement is attached as Exhibit A. The contractual rate
chargeable for investment advisory services (0.28%) will remain the same.
The Current Agreement dated April 28, 1980, as amended April 27, 1982 and
further amended June 17, 1987 was most recently approved by the shareholders at
the annual meeting on June 22, 1982. On May 20, 1999, the Board of Directors
(including all of the Company's independent directors) unanimously approved a
continuation of the Current Agreement until June 30, 2000 (subject to the early
termination provisions contained in the Current Agreement). As compensation for
the services rendered and related expenses borne by MGT, the Company, under the
Current Agreement, has paid MGT an annual fee, computed and payable quarterly,
equal to 0.28% of the Company's net assets under management. MGT received fees
aggregating $105,000 applicable to the year ended April 30, 2000.
J.P. Morgan has informed the directors that it is proposing this change in
investment adviser as a result of certain provisions of the Gramm-Leach-Bliley
Act which was approved by Congress and signed by the President in November, 1999
(the "New Act"). The New Act made significant changes in the regulation of the
U.S. financial services industry.
- 6 -
The New Act provides that, to the extent a bank acts as investment adviser
to a registered investment company, it will no longer be exempt from the
definition of "adviser" in the Advisers Act and therefore must register with the
SEC. If a bank provides such services through a separately identifiable division
or department, only that department or division will be deemed an investment
adviser and subject to the registration requirements of the Advisers Act. This
provision of the New Act becomes effective May 11, 2001. J.P. Morgan has
informed the Company that neither MGT, nor any of its divisions or departments,
plans to register with the SEC as an investment adviser. Therefore, J.P. Morgan
proposed to the Company that it approve a change to JPMIM as the Company's
investment adviser.
This change would also bring the Company's advisory arrangements more in
line with the current business alignment with J.P. Morgan. In 1980, when the
Company began operations and engaged MGT as investment adviser, J.P. Morgan's
U.S. investment operations were conducted by MGT. As stated above, JPMIM now has
primary responsibility for managing the assets of institutional clients,
including mutual funds. MGT continues to be responsible for investments for J.P.
Morgan's individual private banking clients and investment products designed for
their use.
In connection with the Company's approval of the New Agreement, its
directors considered that the change in investment adviser will not result in
any change in the investment objectives, policies, or investment operations of
the Company because the investment personnel providing investment services will
not change as a result of such approval.
On May 18, 2000, the Board of Directors (including all of the Company's
independent directors) unanimously approved the New Agreement, subject to
approval by the Company's shareholders.
There are, of course, some differences between MGT and JPMIM. At December
31, 1999, JPMIM's capital was approximately $254 million, while MGT's at that
date was over $10.5 billion. The difference reflects the substantial differences
in the overall businesses in which the two affiliates are engaged. In addition,
the two entities are subject to different regulatory requirements. J.P. Morgan
has advised the directors that it does not expect these differences, discussed
further below, to have any effect on the Company's shareholders.
The amount of an adviser's capital generally does not affect a fund's
operations. There is no minimum capital required by law specifically for fund
advisers, although MGT as a bank is subject to minimum capital requirements.
Capital becomes relevant only when adverse financial developments or the
incurrence of liabilities may aversely affect the ability of an adviser to
operate its business. J.P. Morgan does not expect these circumstances to arise.
- 7 -
The other difference between the Company having JPMIM as adviser instead of
MGT relates to technical regulatory requirements. JPMIM is an SEC registered
investment adviser subject to the Advisers Act; as a bank affiliate, it is also
subject to a variety of federal banking law provisions. Except as provided in
the New Act, MGT as a bank is not subject to the Advisers Act. It is, however,
subject to comprehensive regulation under federal and state banking laws.
Although these regulatory schemes differ in their particulars and are enforced
by separate regulatory bodies, their substance is so similar that a change in
the adviser to JPMIM is not expected to have any effect on the Company's
operations or shareholders.
The investment advisory services of JPMIM to the Company are not exclusive
under the terms of the New Agreement. JPMIM is free to, and does, render
investment advisory services to others, including the following open-end
management investment companies:
Net Assets as of Annual Advisory
Investment Company April 30, 2000 Fee Rate
------------------ ----------------- ---------------
The Federal Money Market Portfolio $ 3,045,250,192 .20% on first
$1 billion;
.10% on balance
The Treasury Money Market Portfolio $ 1,069,236.710 .20% on first
$1 billion;
.10% on balance
The Prime Money Market Portfolio $ 17,865,136.546 .20% on first
$1 billion;
.10% on balance
The Tax Exempt Money Market .20% on first
Portfolio $ 2,180,745.938 $1 billion;
.10% on balance
The Short Term Bond Portfolio $ 460,226.383 .25%
The U.S. Fixed Income Portfolio $ 1,551,311,788 .30%
The Tax Exempt Bond Portfolio $ 765,970,119 .30%
The U.S. Equity Portfolio $ 649,158,058 .40%
The U.S. Small Company Portfolio $ 689,918,722 .60%
The International Equity Portfolio $ 547,544,083 .60%
The Diversified Portfolio $ 983,418,237 .55%
The Emerging Markets Equity Portfolio $ 177,190,561 1.00%
The European Equity Portfolio $ 26,234.972 .65%
The Global Strategic Income Portfolio $ 167,639.374 .45%
- 8 -
The Emerging Markets Debt Portfolio $ 20,158,339 .70%
The International Opportunities Portfolio $ 535,923,349 .60%
JPM Tax Aware U.S. Equity Fund $ 207,448,496 .45%
JPM Tax Aware Disciplined Equity Fund $ 435,445,004 .35%
The Disciplined Equity Portfolio $ 1,579,021,080 .35%
JPM California Bond Fund $ 98,252,575 .30%
JPM Bond Portfolio $ 70,824,039 .30%
JPM Small Company Portfolio $ 23,749,344 .60%
JPM International Equity Portfolio $ 59,321,653 .60%
JPM Institutional Market Neutral
Portfolio $ 10,080,118 1.50%
JPM Large Capital Growth Portfolio $ 6,413,623 .50%
JPM Smart Index Portfolio $ 314,382,824 .25%
JPM Global 50 Fund $ 160,747,190 1.25%
The New York Tax Exempt Bond
Portfolio $ 283,872,873 .30%
JPM Tax Aware Enhanced Income
Portfolio $ 307,852,565 .25%
US Small Company Opportunities
Portfolio $ 596,248,801 .60%
JPMIM will seek to obtain the best price and execution of orders placed for
the Company's assets considering all of the circumstances. If transactions are
executed in the over-the-counter market, JPMIM will deal with the principal
market makers, unless more favorable prices and executions are otherwise
obtainable. There is no agreement by JPMIM with any broker or dealer to place
orders with it. When circumstances relating to a proposed transaction indicate
that a particular broker or dealer is in a position to provide the best
execution considering all factors including price, the order is placed with that
broker or dealer. This may or may not be a broker or dealer which has provided
statistical or other factual information to JPMIM. Subject to the requirement of
seeking the best price and execution, JPMIM may, in circumstances in which two
or more brokers are in a position to offer comparable prices and execution, give
preference to a broker or dealer which has provided statistical and other
factual information to it. JPMIM is of the opinion that while such
- 9 -
information is useful in varying degrees, it is of indeterminable value and does
not reduce the expenses of JPMIM. In recognition of the brokerage execution
services JPMIM may pay a brokerage commission in excess of that which another
broker might have charged for the same transaction. JPMIM will periodically
evaluate the overall reasonableness of brokerage commissions paid by the
Company. The factors considered in these evaluations include the competitive
negotiated rate structure at the time the commission is charged and the
effectiveness of the broker's execution.
The names and principal occupations of the directors and principal
executive officers of JPMIM are as follows. All of them may be reached c/o J.P.
Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036.
Name Position at JPMIM
---- -----------------
Keith M. Schappert President; Chairman, Director; Managing Director *
Kenneth W. Anderson Director; Managing Director *
Ronald R. Dewhurst Director; Managing Director *
Gerard W. Lillis Director; Managing Director *
John W. Schmidlin Director; Managing Director *
Isabel H. Sloane Director; Managing Director *
Hendrik Van Riel Director; Managing Director *
- ----------
* Managing Director is an officer's title, and those who hold it are not
necessarily directors of JPMIM.
SUPPLEMENTAL INFORMATION
The executive officers of the Company, all of whom serve at the pleasure of
the Board of Directors, are as follows: Peter Goodman (President), Warren F.
Pelton (Vice President and Treasurer) and I. Robert Harris (Secretary). Messrs.
Goodman and Harris have served in their respective positions since the Company
registered with the Securities and Exchange Commission as an investment company
in April, 1980. Mr. Pelton became Vice President and Treasurer in 1995. The ages
and principal occupations of Messrs. Goodman and Pelton are described above
under "Election of Directors." I. Robert Harris (age 68) has been of counsel to
the law firm of Kantor, Davidoff, Wolfe, Mandelker & Kass, P.C., general counsel
to the Company, for more than the past 5 years.
- 10 -
SHAREHOLDER PROPOSALS
FOR 2001 ANNUAL MEETING
The next annual meeting of shareholders of the Company will be held in
June, 2001. Shareholders wishing to have their proposals included in the
Company's Proxy Statement which will relate to that meeting must submit their
proposals, preferably by certified mail,, return receipt requested, to the
Company at its address listed on the first page of this Proxy Statement so that
the proposals are received no later than February 1, 2001.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters to be presented for action at the meeting other than those
described above. Should other business properly be brought before the meeting,
the persons named in the proxy have discretionary authority to vote in
accordance with their best judgment in the interest of the Company.
Dated: May 30, 2000 By Order of the Board of Directors
I. Robert Harris, Secretary
- 11 -
EXHIBIT A
ADVISORY AGREEMENT
Agreement, made this 1st day of July, 2000 between TRIDAN CORP., Inc. a New
York corporation (the "Company"), and J.P. MORGAN INVESTMENT INC., a Delaware
corporation registered with the Securities and Exchange Commission (the
"Commission") as an investment adviser (the "Advisor").
WHEREAS, the Company is a closed-ended non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company desires to retain the Advisor to render Investment
Advisory services to the Company and the Advisor is willing to render such
services;
NOW, THEREFORE, this Agreement
WITNESSETH:
that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. The Company hereby appoints the Advisor to act as investment advisor to
the Company for the period and on the terms set forth in this Agreement. The
Advisor accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. Subject to the general supervision of the Board of Directors of the
Company (the "Board"), the Advisor shall manage the investment operations of the
Company and the composition of the Company's portfolio of securities and
investments, including cash, the purchase, retention and disposition thereof and
agreements relating thereto, in accordance with the Company's investment
objectives and policies stated in the Company's Registration Statement and
subject to the following understandings:
(a) The Advisor shall furnish a continuous investment program for the
Company's portfolio and determine, from time to time, what investments or
securities will be purchased, retained, sold or lent by the Company and
what portion of the assets will be invested or held uninvested as cash;
(b) The Advisor shall use the same skill and care in the management of
the Company's portfolio as it uses in the administration of the other
accounts for which it has investment responsibilities as agent;
(c) The Advisor, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Articles of
Incorporation, By-Laws and Registration Statement of the Company and with
the instructions and directions of the Board to the extent not inconsistent
with the foregoing documents and will conform to and comply with
requirements of (i) the 1940 Act and all of the applicable Federal and New
York State laws and regulations including, without limitation, the
regulations and rulings of the Federal Reserve Board and (ii) such
applicable State laws and regulations of other states to the extent that
the Advisor is informed thereof in writing by the Company or its counsel;
(d) The Advisor shall determine the securities to be purchased, sold
or lent by the Company and, as agent for the Company, will effect portfolio
transactions pursuant to its determinations either directly with the issuer
or with a broker and/or dealer in such securities; in placing orders with
brokers and/or dealers, the Advisor intends to seek best price and
execution for purchases and sales; the foregoing understanding, however,
being subject in all respects to the following matters:
(i) On occasions when the Advisor deems the purchase or sale of a
security to be in the best interest of the Company as well as other
customers, the Advisor, may, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the
securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Advisor in
the manner it reasonably considers to be the most equitable and
consistent with its fiduciary obligations to the Company and to such
other customers. It is understood that, in some instances, this
procedure may adversely affect the size of the position or yield
obtainable for the Company;
(e) The Officers of the Company shall review the transactions in the
Company's portfolio of securities periodically in order to determine the
conformity of such transactions with the Company's investment objectives,
polices and restrictions as stated in the Registration Statement and, if
said Officers or the Board determine that any such transactions are not in
conformity with said investment objective, policies and restrictions, they
shall promptly issue appropriate instructions or directions to the Advisor;
(f) The Advisor shall maintain books and records with respect to the
Company's securities transactions including but not limited to a continuous
record of all investments and assets which shall comprise the Company's
portfolio and shall also render to the Board at its regularly scheduled
meetings and at such other times as the Board may reasonably request a
resume of the portfolio and report on all matters pertaining to the
Advisor's services hereunder together with such periodic and special
reports as the Board may reasonably request including but not limited to
statistical data, analyses of individual investments and proposed
investments and such other information as may keep the Board properly
informed on developments relating to the Company's portfolio; and
(g) The investment management services of the Advisor to the Company
under this Agreement are not to be deemed exclusive, and the Advisor shall
be free to render similar services to others.
3. The Company has delivered copies of each of the following documents to
the Advisor and will promptly notify and deliver to it all future amendments and
supplements thereto, if any:
(a) Restated Certificate of Incorporation of the Company, with the
Secretary of State of New York, (such Certificate of Incorporation, as
presently in effect and as amended from time to time, are herein called the
"Articles of Incorporation");
(b) By-Laws of the Company (such By-Laws, as presently in effect and
as amended from time to time, are herein called the "By-Laws"); and
(c) Certified resolutions of the Board of Directors of the Company
authorizing the appointment of the Advisor and approving the form of this
Agreement.
4. The Advisor shall seep the Company's books and records required to be
maintained by it pursuant to paragraph 2(f). The Advisor agrees that all records
which it maintains for the Company are the property of the Company and it will
promptly surrender any of such records to the Company upon the Company's
request. The Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 of the 1940 Act any such records as are required to be maintained by
the Advisor with respect to the Company by Rule 31a-1 of the 1940 Act. The
Advisor shall furnish to the Company any and all information in the Advisor's
records which may be necessary to enable the Company to complete and file any
reports required by the Commission.
5. During the term of this Agreement, the Advisor will pay all expenses
incurred by it in connection with its activities under this Agreement other than
the cost of securities and investments purchased for the Company (including
taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant to this
Agreement, the Company will pay to the Advisor as full compensation therefor a
fee at an annual rate equal to .28 of 1% of the Company's net assets. This fee
will be computed based on net assets on the last business day of each calendar
quarter and will be paid to the Advisor quarterly during the succeeding calendar
month.
7. The Advisor shall not be liable to the Company or any shareholders
thereof, for any error of judgment or for any loss suffered by the Company in
connection with the matters to which this Agreement relates, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case, any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties of from reckless disregard by it of its
obligations and duties under this Agreement.
8. This Agreement, unless sooner terminated as provided herein, shall
continue until June 30, 2001, and shall thereafter continue automatically for
successive periods of twelve months each, so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Company's Board who are not parties to this Agreement or
interested persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by said Board or by vote of a majority of the outstanding voting securities of
the Company; provided, however, that this Agreement may be terminated by the
Company at any time, without the payment of any penalty, on 30 days written
notice to the Advisor either by vote of a majority of the entire Board, or by
vote of the holders of the lesser of (i) 67% of the Company's voting shares
present at a meeting if the holders of more than 50% of the Company's
outstanding voting shares are present in person or by proxy or (ii) a majority
of the outstanding voting securities of the Company; or by the Advisor at any
time, without the payment of any penalty, on 90 days written notice to the
Company. This Agreement will automatically and immediately terminate in the
event of its assignment (as defined in the 1940 Act).
9. The Advisor shall, for all purposes herein, be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Board from time to time, have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of the Company.
10. This Agreement may be amended by mutual consent, but the consent of the
Company must be approved (a) by vote of a majority of those members of the Board
who are not parties to this Agreement or interested persons (as defined under
the 1940 Act) of any such party, cast in person at a meeting called for the
purpose of voting on such amendments and (b) by vote of a majority of the
outstanding voting securities of the Company.
11. Notices of any kind to be given to the Advisor by the Company shall be
in writing and shall be duly given if mailed or delivered to the Advisor at 522
Fifth Avenue, New York, New York, 10036, Attention: Legal Department, or at such
other address or to such other individual as shall be specified by the Advisor
to the Company. Notices of any kind to be given to the Company by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the
Company at 477 Madison Avenue, New York, NY, 10022, or at such other address or
to such other individual as shall be specified by the Company to the Advisor.
12. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.
Tridan Corp.
ATTEST:
BY:
---------------------------------------
J.P. Morgan Investment Management Inc.
ATTEST:
BY:
---------------------------------------
TRIDAN CORP.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 20, 2000
THIS PROXY IS SUBMITTED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints PETER GOODMAN, I. ROBERT HARRIS and WARREN
F. PELTON, and each of them, with power of substitution, as proxies of the
undersigned, to vote all of the shares of stock which the undersigned is
entitled to vote at the above stated Annual Meeting of Shareholders on June 20,
2000, and all adjournments thereof.
(1) FOR the election, as directors, WITHHOLD AUTHORITY
of all nominees listed below to vote for all
(except as marked to nominees listed
the contrary below) below
[_] [_]
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through that nominee's name in the list below.)
THOMAS DAVID FLYNN, MARK GOODMAN PETER GOODMAN, JAY STANLEY NEGIN,
WARREN FRED PELTON, RUSSELL JUDE STOEVER
-------------------------------------------------------------
(2) FOR [_] AGAINST [_] ABSTAIN [_] the ratification of the selection of
Leslie Sufrin and Company, P.C. as auditors of the Company for the fiscal year
ending April 30, 2001;
(3) FOR [_] AGAINST [_] ABSTAIN [_] the approval of the investment advisory
agreement with J.P. Morgan Investment Management Inc.
(4) Upon any other matter which may properly come before the meeting, in
their discretion.
Every properly signed proxy will be voted in the manner specified hereon
and, in the absence of such specification, will be voted FOR the election of
directors and FOR Items (2) and (3) above.
PLEASE SIGN AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE
Receipt of the Notice _____________________________
of Annual Meeting and Signature
Proxy Statement is
hereby acknowledged _____________________________
Signature
Dated: 2000
IMPORTANT: Joint owners must EACH sign. When signing as attorney, trustee,
executor, administrator, guardian or corporate officer, please give your full
title.