Exhibit 99.Code Eth
TRIDAN CORP.
CODE OF ETHICS
1. Purposes
This Code of Ethics (the "Code") has been adopted by the Board of
Directors of Tridan Corp., in accordance with Rule 17j-1(c) promulgated under
the Investment Company Act of 1940, as amended (the "Act"). Rule 17j-1 under the
Act generally proscribes fraudulent or manipulative practices with respect to
purchases or sales of securities Held or to be Acquired (defined in Section 2(m)
of this Code) by investment companies, if effected by associated persons of such
companies. The purpose of this Code is to adopt provisions reasonably necessary
to prevent Access Persons from engaging in any unlawful conduct as set forth in
Rule 17j-1(b) as follows:
It is unlawful for any affiliated person of or principal underwriter for a
Fund, or any affiliated person of an investment adviser of or principal
underwriter for a Fund, in connection with the purchase or sale, directly or
indirectly, by the person of a Security Held or to be Acquired by the Fund:
(a) To employ any device, scheme or artifice to defraud the Fund;
(b) To make any untrue statement of a material fact to the Fund or omit
to state a material fact necessary in order to make the statements
made to the Fund, in light of the circumstances under which they are
made, not misleading;
(c) To engage in any act, practice or course of business that operates
or would operate as a fraud or deceit on the Fund; or
(d) To engage in any manipulative practice with respect to the Fund.
2. Definitions
(a) "Access Person" means any director, officer or Advisory Person of
Tridan.
(b) "Administrator" means the person so designated at any time by
Tridan's Board of Directors.
(c) "Adviser" means J.P. Morgan Investment Management Inc.
(d) "Advisory Person" of a Fund means (i) any employee of the Fund (or
of any company in a control relationship to the Fund) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of securities for the Fund, or whose functions relate to the
making of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship to
the Fund who obtains information concerning recommendations
regarding the purchase or sale of securities by the Fund.
(e) "Beneficial ownership" shall be interpreted in the same manner as it
would be under Exchange Act Rule 16a-1(a)(2)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 thereunder.
(f) "Control" has the same meaning as in Section 2(a)(9) of the Act.
(g) "Covered Security" shall have the meaning set forth in Section
2(a)(36) of the Act, except that it shall not include shares of
open-end funds, direct obligations of the United States Government,
bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements.
(h) "Disinterested Director" means a director of Tridan who is not an
"interested person" of Tridan within the meaning of Section 2(a)(19)
of the Act.
(i) "Fund" means an investment company registered under the Investment
Company Act of 1940. The word "Fund" is something used herein to
refer to Tridan Corp. where the context so indicates.
(j) "Initial Public Offering" means an offering of Securities registered
under the Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act.
(k) "Investment Personnel" means (i) any employee of the Fund (or of any
company in a control relationship to the Fund) who, in connection
with his or her regular functions or duties, makes or participates
in making recommendations regarding the purchase or sale of
securities by the Fund; and (ii) any natural person who controls the
Fund and who obtains information concerning recommendations made to
the Fund regarding the purchase or sale of securities by the Fund.
(l) "Limited Offering" means an offering that is exempt from
registration under the Securities Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under
the Securities Act.
(m) "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
(n) "Security Held or to be Acquired" by Tridan means: (i) any Covered
Security which, within the most recent 15 days, is or has been held
by Tridan or is being or has been considered by Tridan or its
Adviser for purchase by Tridan; and (ii) any option to purchase or
sell, and any security convertible into or exchangeable for, a
Covered Security.
3. Statement of Principles
It is understood that the following general fiduciary principles govern
the personal investment activities of Access Persons:
(a) the duty to at all times place the interests of the shareholders of
Tridan first;
(b) the requirement that all personal securities transactions be
conducted consistent with this Code of Ethics and in such a manner
as to avoid any actual or potential conflict of interest or any
abuse of an individual's position of trust and responsibility; and
(c) the fundamental standard that Investment Personnel may not take
inappropriate advantage of their position.
It is further understood that the procedures, reporting and recordkeeping
requirements set forth below are hereby adopted and certified by the Fund as
reasonably necessary to prevent Access Persons from violating the provisions of
this Code of Ethics.
4. Prohibited Purchases and Sales
(a) No Access Person shall purchase or sell directly or indirectly any
Covered Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect Beneficial Ownership
and which to his or her actual knowledge at the time of such
purchase or sale:
(i) is being considered for purchase or sale by Tridan; or
(ii) is being purchased or sold by Tridan.
(b) No Access Person shall reveal to any other person (except in the
normal course of his or her duties on behalf of Tridan) any
information regarding Covered Securities transactions by Tridan or
consideration by Tridan or its adviser of any such Covered
Securities transactions.
(c) No Access Person shall recommend any Covered Securities transaction
by Tridan without having disclosed his or her interest, if any, in
such Covered Securities or the issuer thereof, including without
limitation (i) his or her direct or indirect Beneficial Ownership of
any Covered Securities of such issuer, (ii) any contemplated
transaction by such person in such Covered Securities (iii) any
position with such issuer or its affiliates and (iv) any present or
proposed business relationship between such issuer or its
affiliates, on the one hand, and such person or any party in which
such person has a significant interest, on the other; provided,
however, that in the event the interest of such Access Person in
such Covered Securities or issuer is not material to his or her
personal net worth and any contemplated transaction by such person
in such Covered Securities cannot reasonably be expected to have a
material adverse effect on any such transaction by the Portfolio or
on
the market for the Covered Securities generally, such Access Person
shall not be required to disclose his or her interest in the Covered
Securities or issuer thereof in connection with any such
recommendation.
(d) No Investment Personnel shall purchase any Covered Security which is
part of an Initial Public Offering or a Limited Offering without
prior approval from Tridan.
5. Exempted Transactions
The prohibitions of Section 4 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.
(b) Purchases or sales of Covered Securities which are not eligible for
purchase or sale by Tridan.
(c) Purchases or sales which are non-volitional on the part of either
the Access Person or Tridan.
(d) Purchases which are part of an automatic dividend reinvestment plan.
(e) Purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its Covered Securities, to the
extent such rights were acquired from such issuer, and sales of such
rights so acquired.
(f) Purchases or sales which are only remotely potentially harmful to
Tridan because they would be very unlikely to affect a highly
institutional market, or because they clearly are not related
economically to the Covered Securities to be purchased, sold or held
by Tridan.
6. Reporting Requirements
(a) Every Access Person must report to Tridan's Administrator,
designated in accordance with subsection (d) below:
(i) Initial Holdings Reports. No later than 10 days after the
person becomes an Access Person, the following information:
(A) the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership when the person became an Access
Person; (B) the name of any broker, dealer or bank with whom
the Access Person maintained an account in which any Covered
Securities were held for the direct or indirect benefit of the
Access Person as of the date the person became an Access
Person; and (C) the date that the report is submitted by the
Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days after the
end of a calendar quarter, with respect to any transaction
during the quarter in a Covered Security in which the Access
Person had any direct or indirect Beneficial Ownership: (A)
the date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and
principal amount of each Covered Security involved; (B) the
nature of the transaction; (C) the price of the Covered
Security at which the transaction was effected; (D) the name
of the broker, dealer or bank with or through which the
transaction was effected; and (E) the date that the report is
submitted by the Access Person.
(iii) New Account Report. No later than 10 days after the calendar
quarter, with respect to any account established by the Access
Person in which any Covered Securities were held during the
quarter for the direct or indirect benefit of the Access
Person: (A) the name of the broker, dealer or bank with whom
the Access Person established the account; (B) the date the
account was established; and (C) the date that the report is
submitted by the Access Person.
(iv) Annual Holdings Report. Annually, the following information
(which information must be current as of a date no more than
30 days before the report is submitted): (A) the title, number
of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect beneficial
ownership; (B) the name of any broker, dealer or bank with
whom the Access Person maintains an account in which any
Covered Securities are held for the direct or indirect benefit
of the Access Person: and (C) the date that the report is
submitted by the Access Person.
(b) Exceptions from the Reporting Requirements.
(i) Notwithstanding the provisions of Section 6(a), no Access
Person shall be required to make:
A. a report with respect to transactions effected for any
account over which such person does not have any direct
or indirect influence or control;
B. a Quarterly Transaction or New Account Report under
Sections 6(a)(ii) or (iii) if the report would duplicate
information contained in broker trade confirmations or
account statements received by the Administrator with
respect to the Access Person no later than 10 days after
the calendar quarter end, if all of the information
required by Sections 6(a)(ii) or (iii), as the case may
be, is contained in the broker trade confirmations or
account statements, or in the records of the
Administrator.
(ii) A Disinterested Director who would be required to make a
report solely by reason of being a director need not make:
A. an initial holdings report and annual holdings reports;
and
B. quarterly transaction and new account reports unless the
director, at the time of that transaction, knew, or in
the ordinary course of fulfilling his or her official
duties as a director, should have known, that during the
15-day period immediately before or after the date of
the director's transaction in a Covered Security, such
Covered Security is or was purchased or sold by Tridan
or was being considered for purchase or sale by Tridan
or the Adviser.
(c) Each Access Person shall promptly report any transaction which is,
or might appear to be, in violation of this Code. Such report shall
contain the information required in Quarterly Transaction Reports
filed pursuant to Section 6(a)(ii).
(d) All reports prepared pursuant to this Section 6 shall be filed with
the person designated by Tridan's Board of Directors as the
Administrator to review such reports, and shall be reviewed in
accordance with procedures adopted by such Administrator.
(e) Tridan will identify all Access Persons who are required to file
reports pursuant to this Section 6 and will inform them of their
reporting obligation.
(f) The Administrator no less frequently than annually shall furnish to
a Fund's Board of Directors for their consideration a written report
that:
(i) describes any issues under this Code of Ethics or related
procedures since the last report to the Board of Directors,
including, but not limited to, information about material
violations of the Code or procedures and sanctions imposed in
response to the material violations; and
(ii) certifies that the Tridan has adopted procedures reasonably
necessary to prevent Access Persons from violating this Code
of Ethics.
7. Recordkeeping Requirements
Tridan must, at its principal place of business, maintain the following
records in the manner and extent set out in this Section, and must make them
available to the Securities and Exchange Commission (SEC) at any time and from
time to time for reasonable, periodic, special or other examination:
(a) A copy of its Code of Ethics that is in effect, or at any time
within the past five years was in effect, must be maintained in an
easily accessible place;
(b) A record of any violation of the Code of Ethics, and of any action
taken as a result of the violation, must be maintained in an easily
accessible place for at least five years after the end of the fiscal
year in which the violation occurs;
(c) A copy of each report made by an Access Person as required by
Section 6(a) including any information provided in lieu of a
quarterly transaction report, must be maintained for at least five
years after the end of the fiscal year in which the report is made
or the information is provided, the first two years in an easily
accessible place.
(d) A record of all persons, currently or within the past five years,
who are or were required to make reports as Access Persons or who
are or were responsible for reviewing these reports, must be
maintained in an easily accessible place.
(e) A copy of each report required by Section 6(f) above must be
maintained for at least five years after the end of the fiscal year
in which it is made, the first two years in an easily accessible
place.
(f) A record of any decision and the reasons supporting the decision to
approve the acquisition by Investment Personnel of securities under
Section 4(d) above, for at least five years after the end of the
fiscal year in which the approval is granted.
8. Sanctions
Upon discovering a violation of this Code, the directors of Tridan may
impose such sanctions as they deem appropriate.