UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Dated January 6, 2004 File No. 811-3056 Pursuant to Section 30 of the Investment Company Act of 1940 TRIDAN CORP. (Exact name of registrant as specified in charter) 477 Madison Avenue, New York, NY 10022 (Address of principal executive offices) I. Robert Harris, c/o Kantor, Davidoff, Wolfe, Mandelker & Kass, P.C. 51 East 42nd Street, New York, NY 10017 (Name and address of agent for service) Registrant's telephone number, including area code: (212) 371-2100 Date of fiscal year end: April 30, 2004 Date of reporting period: October 31, 2003 Item 1. Reports to Stockholders. Attached on the following pages is a copy of the registrant's semi-annual financial statement as of October 31, 2003, which has been restated pursuant to Securities and Exchange Commission requirements. TRIDAN CORP. FINANCIAL REPORT (Unaudited) OCTOBER 31, 2003 AND 2002 TRIDAN CORP. (Unaudited) TABLE OF CONTENTS Page Accountant's Report 1 Financial Statements Statements of Assets and Liabilities 2 Schedules of Investments in Municipal Obligations 3 Statements of Operations 6 Statements of Changes in Net Assets 7 Notes to Financial Statements 8 [LETTERHEAD OF YOHALEM GILLMAN & COMPANY LLP] To the Shareholders and Board of Directors Tridan Corp. We have compiled the accompanying statements of assets and liabilities, and schedules of investments in municipal obligations of Tridan Corp. as of October 31, 2003 and 2002, the related statements of operations for the six months then ended and changes in net assets for the six months ended October 31, 2003, and financial highlights (Note 6 to the financial statements) for each period in the six months ended October 31, 1999 - 2003, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the aforementioned financial statements and financial highlights and, accordingly, do not express an opinion or any other form of assurance on them. We are not independent with respect to Tridan Corp. The statement of changes in net assets for the year ended April 30, 2003 was derived from financial statements that were audited by another accounting firm whose report dated May 15, 2003 expressed an unqualified opinion thereon. New York, New York August 24, 2004 TRIDAN CORP. STATEMENTS OF ASSETS AND LIABILITIES (Unaudited) OCTOBER 31, 2003 2002 ------------ ------------ ASSETS Investments in municipal obligations, at market value (amortized cost of $35,792,534 and $33,843,758, respectively) $ 38,887,379 $ 36,836,128 Cash and cash equivalents 739,390 2,635,891 Accrued interest receivable 588,629 572,675 Prepaid expenses 2,434 2,212 ------------ ------------ 40,217,832 40,046,906 ------------ ------------ LIABILITIES Accounts payable and accrued liabilities Accrued investment advisory fees 27,500 27,500 Accrued fee - affiliate 31,343 11,158 Accrued other 5,373 15,025 Common stock redemption payable -.- 26,602 ------------ ------------ 64,216 80,285 ------------ ------------ NET ASSETS $ 40,153,616 $ 39,966,621 ============ ============ Analysis of net assets Common stock, at $.02 par value, 6,000,000 shares authorized $ 63,982 $ 63,982 Paid in capital 36,957,931 36,961,633 Over distributed investment income, net (23,025) (64,977) Undistributed capital gains 59,883 13,613 Unrealized appreciation of investments, net 3,094,845 2,992,370 ------------ ------------ Net assets, equivalent to $12.85 and $12.79 per share based on 3,125,253.4722 and 3,125,658.4792 shares of common stock outstanding, respectively $ 40,153,616 $ 39,966,621 ============ ============ See accompanying notes and accountant's report. -2- TRIDAN CORP. SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS (Unaudited) OCTOBER 31, 2003 2002 ------------------------------------------ ---------------------------------------- Principal Amortized Market Principal Amortized Market Amount Cost Value Amount Cost Value ---------- ---------- ---------- ---------- ---------- ---------- City of Buffalo N.Y. Sewer Auth 5.00% due May 15, 2011 $1,110,000 $1,205,475 $1,226,606 $ -.- $ -.- $ -.- City of New York General Purpose Unlimited Tax 6.750% due February 1, 2009 1,000,000 1,089,507 1,181,370 1,000,000 1,104,145 1,184,340 City of New York Ref. Unlimited Tax 6-3/4% due August 15, 2003 -.- -.- -.- 500,000 507,815 519,450 Cleveland Hill Union Free School District 5.500% due October 15, 2011 1,480,000 1,505,687 1,668,167 1,480,000 1,508,230 1,668,878 Massachusetts Industrial Finance Agency 5.300% due November 1, 2010 -.- -.- -.- 500,000 500,000 500,000 2.875% due November 1, 2010 357,143 357,143 357,143 -.- -.- -.- Metropolitan Transportation Authority N.Y. SVC Contract 5.750% due July 1, 2008 1,000,000 982,785 1,153,850 1,000,000 979,692 1,148,190 Monroe County, N.Y. - Rochester Pub Improvement 6.000% due June 1, 2010 900,000 904,797 1,053,570 900,000 905,377 1,047,976 6.000% due March 1, 2012 445,000 517,800 518,892 -.- -.- -.- Mt. Sinai, N.Y. Union Free School District AMBAC Insured 6.200% due February 15, 2011 1,070,000 1,066,851 1,262,589 1,070,000 1,066,520 1,269,587 N.Y.C. Municipal Water Fin. Auth 6.000% due June 15, 2009 2,000,000 2,132,023 2,358,560 2,000,000 2,152,124 2,314,520 N.Y.S. Dormitory Authority - State University Educational Facilities 7-1/2% due May 15, 2011 590,000 581,420 720,875 590,000 580,610 731,113 See accompanying notes and accountant's report. -3- TRIDAN CORP. SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS (Unaudited) OCTOBER 31, 2003 2002 ---------------------------------------- ------------------------------------------ Principal Amortized Market Principal Amortized Market Amount Cost Value Amount Cost Value ---------- ---------- ---------- ---------- ---------- ---------- NYC Tr. FA Rev 5.000% due May 1, 2006 $ -.- $ -.- $ -.- $1,250,000 $1,303,209 $1,353,350 N.Y.S. Dormitory Authority Revs. City University System 6.250% due July 1, 2005 500,000 509,802 540,825 500,000 515,310 553,855 N.Y.S. Dormitory Authority Pace University 6.500% due July 1, 2009 1,000,000 1,075,664 1,195,040 1,000,000 1,086,968 1,187,850 Nassau County Interim Fin. Auth., N.Y 5.750% due November 15, 2013 1,100,000 1,139,129 1,248,698 1,100,000 1,143,635 1,236,103 N.Y.S. Environmental Facilities Pollution Control - Revolving Fund 5.750% due June 15, 2008 1,500,000 1,541,230 1,728,550 1,500,000 1,548,958 1,718,768 5.200% due May 15, 2014 575,000 644,317 641,999 -.- -.- -.- N.Y.S. Dormitory Authority Revs 5.250% due November 15, 2023 1,000,000 1,097,655 1,081,540 1,000,000 1,100,603 1,093,640 N.Y.S. Medical Care Facilities Finance Agency - (FHA) Hospital Revenue Insured Mortgages 6.800% due August 15, 2024 1,000,000 1,099,265 1,090,880 1,000,000 1,101,630 1,128,330 N.Y.S. Ref. Unlimited Tax 6.500% due July 15, 2005 1,700,000 1,742,513 1,844,942 1,700,000 1,765,860 1,892,049 N.Y.S. Dormitory Authority Revs Columbia University 5.000% due July 10, 2010 1,000,000 1,065,164 1,119,850 1,000,000 1,073,574 1,106,470 N.Y.S. DormitoryAuthority Revs Personal Income Tax 5.000% due March 15, 2011 1,000,000 1,105,647 1,130,970 -.- -.- -.- See accompanying notes and accountant's report. -4- TRIDAN CORP. SCHEDULES OF INVESTMENTS IN MUNICIPAL OBLIGATIONS (Unaudited) OCTOBER 31, 2003 2002 --------------------------------------------- --------------------------------------------- Principal Amortized Market Principal Amortized Market Amount Cost Value Amount Cost Value ----------- ----------- ----------- ----------- ----------- ----------- Niagara Falls Bridge Commission NY Toll Rev Hwy 1 MPT Series B 5.250% due October 01, 2015 $ 2,000,000 $ 2,121,918 $ 2,242,480 $ 2,000,000 $ 2,129,457 $ 2,230,400 N.Y.S Thruway Authority Hwy. & Bridge Fund 6.400% due April 1, 2004 -.- -.- -.- 500,000 505,022 532,855 N.Y.S. UDC Correction FACS 6.000% due January 1, 2012 1,000,000 1,025,300 1,174,420 1,000,000 1,027,787 1,144,140 N.Y.S. Urban Development Corp. Rev. Sub. Lic 6.000% due July 1, 2005 1,500,000 1,521,172 1,611,180 1,500,000 1,533,054 1,640,505 5.500% due January 1, 2008 1,055,000 1,073,752 1,182,708 1,055,000 1,077,702 1,173,951 Power Authority of N.Y. S General Purpose Revenue: 6-1/2% due Jan. 1, 2008 1,675,000 1,704,166 1,890,338 1,675,000 1,710,152 1,922,398 Puerto Rico Electric Power Authority Star & Stripe 5.500% due July 1, 2006 600,000 613,679 659,598 600,000 618,399 666,930 Puerto Rico Commonwealth Highway & Transp. Auth 5.00% due July 1, 2035 1,000,000 1,090,391 1,109,010 -.- -.- -.- Suffolk County Water Authority 6.000% due June 1, 2009 1,260,000 1,336,910 1,470,042 1,260,000 1,348,675 1,457,114 Suffolk County Judicial FACS Agency 5.750% due October 15, 2011 1,340,000 1,365,025 1,528,337 1,340,000 1,366,632 1,521,731 Triborough Bridge or Tunnel Authority N.Y. Revs 6.000% due January 1, 2012 1,500,000 1,553,919 1,748,430 1,500,000 1,559,035 1,752,795 5.500% due January 1, 2017 1,000,000 1,022,428 1,145,920 1,000,000 1,023,583 1,138,840 ----------- ----------- ----------- ----------- ----------- ----------- $34,257,143 $35,792,534 $38,887,379 $32,520,000 $33,843,758 $36,836,128 =========== =========== =========== =========== =========== =========== See accompanying notes and accountant's report. -5- TRIDAN CORP. STATEMENTS OF OPERATIONS (Unaudited) SIX MONTHS ENDED OCTOBER 31, 2003 2002 ----------- ----------- Investment income Interest $ 1,001,473 $ 980,537 Amortization of bond premium and discount - net (100,786) (101,481) ----------- ----------- Total investment income 900,687 879,056 ----------- ----------- Expenses Investment advisory fee 55,639 54,624 Professional fees 30,350 35,100 Directors' fees 22,500 27,000 Administrative fees 33,580 29,587 Insurance and administrative expenses 6,907 7,326 ----------- ----------- Total expenses 148,976 153,637 ----------- ----------- Investment income - net 751,711 725,419 ----------- ----------- Realized and unrealized gain on investments Net realized gain on investments 88,594 13,613 Change in unrealized appreciation of investments for the period (338,246) 773,605 ----------- ----------- Net (loss) gain on investments (249,652) 787,218 ----------- ----------- Net increase in assets resulting from operations $ 502,059 $ 1,512,637 =========== =========== See accompanying notes and accountant's report. -6- TRIDAN CORP. STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2003 2003 ------------ ------------ (Unaudited) (Audited) (Decrease) increase in net assets resulting from operations Investment income - net $ 751,711 $ 1,436,759 Net realized gain on investments 88,594 19,263 Change in unrealized appreciation (338,246) 1,214,326 ------------ ------------ Net increase in net assets resulting from operations 502,059 2,670,348 ------------ ------------ Redemptions of 405.0070 (October 31, 2003) and 2,689.7041 shares (April 30, 2003) (5,103) (34,351) ------------ ------------ Distributions to shareholders: Investment income - net (tax exempt) (687,184) (1,428,295) Long-term capital gains - net (94,244) (41,373) ------------ ------------ (781,428) (1,469,668) ------------ ------------ Total (decrease) increase (284,472) 1,166,329 ------------ ------------ Net assets Beginning of period 40,438,088 39,271,759 ------------ ------------ End of period, including - Net undistributed (overdistributed) investment income $(23,025) and $(27,169), in October 2003 and April 2003, respectively - Net undistributed capital gains of $59,883, and $5,650 in October 2003 and April 2003, respectively $ 40,153,616 $ 40,438,088 ============ ============ See accompanying notes and accountant's report. -7- TRIDAN CORP. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED OCTOBER 31, 2003 AND 2002 1. Significant Accounting Policies The following is a summary of the significant policies followed by Tridan Corp. (the "Company"), a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940, in the preparation of its financial statements. Acquisition and Valuation of Investments Investment transactions are accounted for on the date the securities are purchased/sold (trade date) and interest on securities acquired/sold is included in income from/to the settlement date. Investments are carried at amortized cost in the Company's accounting records but are shown at market value in the accompanying financial statements. Short-term investments are stated at cost, which is equivalent to market value. Fair values for the Company's investments in municipal obligations have been determined based on the bid price of the obligation, if available; if not available, such value is based on a yield matrix for similarly traded municipal obligations. Securities for which quotations are not readily available are valued at fair value as determined by the board of directors. There were no securities valued by the Board of Directors, which quotations were not readily available as of October 31, 2003 and 2002. Amortization of Bond Premium or Discount In determining investment income, bond premium or discount is amortized on a straight-line basis over the remaining term of the obligation. Income Taxes It is the Company's policy to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no income tax provision is required; however, the Company is subject to minimum New York State and local franchise taxes. Interest income from municipal investments are exempt from Federal and state income taxes. Cash and Cash Equivalents The Company considers all investments that can be liquidated on demand to be cash equivalents. October 31, 2003 2002 ---------- ---------- Cash $ 18,076 $ 9,891 Cash equivalents - demand bonds and notes 721,314 2,626,000 ---------- ---------- $ 739,390 $2,635,891 ========== ========== See accountant's report. -8- TRIDAN CORP. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED OCTOBER 31, 2003 AND 2002 1. Significant Accounting Policies (continued) The Company maintains all of its cash and cash equivalents in one financial institution. At times, such balances may be in excess of amounts insured by the Federal Deposit Insurance Corporation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Significant estimates are used when accounting for the valuation of securities and the realization of investment. Concentration of Credit Risk The value of the Company's investments may be subject to possible risks involving, among other things, the continued creditworthiness of the various state and local government agencies and public financing authorities underlying its investments. The Company and its investment advisor periodically consider the credit quality of the Company's investments, and the Company adheres to its investment objective of investing only in investment grade securities. 2. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at: October 31, 2003 2002 ------- ------- Accrued investment advisory fees (a) $27,500 $27,500 Accrued fee - affiliate (b) 31,343 11,158 Accrued audit fees (c) -.- 6,675 Accrued accounting fees and other 5,373 8,350 ------- ------- $64,216 $53,683 ======= ======= (a) The Company utilizes the services of J.P. Morgan Investment Management, Inc. ("J.P Morgan") as its investment advisor and custodian for its investments. The annual advisory fee is .28 of one percent of the net assets under management. The fee is computed and payable quarterly, based on the aggregate fair value of the net assets on the last day of each fiscal quarter. See accountant's report. -9- TRIDAN CORP. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED OCTOBER 31, 2003 AND 2002 2. Accounts Payable and Accrued Liabilities (continued) (b) For the six months ending October 31, 2003 and 2002, the Company incurred legal fees of approximately $30,350 and $29,400, respectively, which include professional fees paid to the law firm of which an officer of the Company is a Member. (c) For the six months ending October 31, 2003 and 2002, the Company incurred audit fees of approximately $-0- and $5,700, respectively. 3. Investment Transactions Purchases and sales of investments in municipal obligations (excluding short-term and demand investments) amounted to approximately $2,939,571 and $3,071,673, respectively, for the six months ended October 31, 2003 and $1,100,950 and $985,000, respectively, for the six months ended October 31, 2002. The U.S. Federal income tax basis of the Company's investments, at October 31, 2003 and 2002, was approximately $35,792,534 and $33,843,758, respectively, and net unrealized appreciation at October 31, 2003 and 2002, for U.S. Federal income tax purposes was approximately $3,094,845 and $2,992,370, respectively (gross unrealized appreciation of approximately $3,121,663 and $2,999,333, respectively, gross unrealized depreciation of approximately $26,818 and $6,963, respectively. 4. Common Stock, Net Asset Values and Share Redemption Plan At October 31, 2003 and 2002, there were 6,000,000 shares of $0.02 par value common stock authorized of which 3,199,100 had been issued aggregating $63,982, and additional paid-in capital aggregating $312,787. The Company's share redemption plan permits "eligible shareholders" or their estates to have their shares redeemed upon reaching age 65 or upon death. Shares are redeemed at the net asset value per share as of the end of the Company's fiscal quarter in which the request for redemption is received. At October 31, 2003 and 2002, $858,383 (73,846.5278 shares), $853,280 (73,441.5208 shares) respectively, had been redeemed under this plan. The net asset value per share is calculated by dividing the value of all assets less total liabilities by the number of common shares outstanding at the end of the period. The net asset value per share and the shares outstanding were as follows: October 31, 2003 2002 -------- -------- Net asset value: at market value of the underlying investments $ 12.85 $ 12.79 - at amortized cost $ 11.86 $ 11.83 See accountant's report. -10- TRIDAN CORP. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED OCTOBER 31, 2003 AND 2002 4. Common Stock, Net Asset Values and Share Redemption Plan (continued) October 31, 2003 2002 ------------ ------------ Shares outstanding at: October 31, 2003 3,125,253.4722 October 31, 2002 3,125,658.4792 5. Distributions During the six months ended October 31, 2003 and 2002, distributions of $781,428 ($.25 per share) and $782,023 ($.25 per share), respectively, were declared and paid to shareholders, which, except for capital gains of $94,244 in 2003 and $27,760 in 2002, were exempt from Federal income taxes. Distributions for the year ended April 30, 2003 were $1,469,668 ($.47 per share) and were exempt from Federal income taxes except for $41,373 of capital gains. The tax character of distributions paid during the six months ending October 31, 2003 and 2002 and the year ended April 30, 2003 were as follows: Six Months Ended Year Ended October 31, April 30, 2003 2002 2003 ----------- ----------- ----------- Distributions paid from Tax exempt investment income, net $ 687,184 $ 754,263 $ 1,428,295 Capital gains 94,244 27,760 41,373 ----------- ----------- ----------- $ 781,428 $ 782,023 $ 1,469,668 =========== =========== =========== As of October 31, 2003 and 2002 and April 30, 2003, the components of distributable earnings on a tax basis were as follows: October 31, October 31, April 30, 2003 2002 2003 ----------- ----------- ----------- Overdistributed tax-exempt investment income, net $ (23,025) $ (64,977) $ (27,669) Undistributed capital gains 59,883 13,613 5,650 Unrealized appreciation of investments, net 3,094,845 2,992,370 3,433,091 ----------- ----------- ----------- $ 3,131,703 $ 2,941,006 $ 3,411,072 =========== =========== =========== The Company has no capital loss carry forwards as of October 31, 2003 and 2002. The Company had no capital reclassification related to permanent book/tax differences for the six months ending October 31, 2003 and 2002. See accountant's report. -11- TRIDAN CORP. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED OCTOBER 31, 2003 AND 2002 6. Financial Highlights Selected per share data and ratios SIX MONTHS ENDED OCTOBER 31, 2003 2002 2001 2000 1999 ---------- ---------- ---------- ---------- ---------- Per share data: (For a share of capital stock outstanding throughout the period): Net asset value, beginning of year $ 12.94 $ 12.56 $ 12.36 $ 11.85 $ 12.52 ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income 0.24 0.23 0.25 0.27 0.26 Net realized and unrealized gain (loss) on investments (0.08) 0.25 0.32 0.30 (0.52) ---------- ---------- ---------- ---------- ---------- Total from investment operations 0.16 0.48 0.57 0.57 (0.26) ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends (from net investment income) 0.22 0.24 0.26 0.28 0.25 Capital gains 0.03 0.01 0.02 -.- 0.05 ---------- ---------- ---------- ---------- ---------- Total distributions (0.25) (0.25) (0.28) (0.28) (0.30) ---------- ---------- ---------- ---------- ---------- Net asset value - end of period $ 12.85 $ 12.79 $ 12.65 $ 12.14 $ 11.96 ========== ========== ========== ========== ========== Per share market value - end of period $ 12.85 $ 12.79 $ 12.65 $ 12.14 $ 11.96 ========== ========== ========== ========== ========== Total investment return -0.70% 1.91% 2.35% 2.45% -4.47% Ratios/Supplemental Data: Net assets, end of period (in thousands) $ 40,153 $ 39,966 $ 39,582 $ 38,050 $ 37,488 Ratio of expenses to average net assets (annualized) 0.74% 0.77% 0.69% 0.70% 0.75% Ratio of net investment income - to average net assets (annualized) 3.72% 3.64% 3.93% 4.50% 4.34% Portfolio turnover rate 7.0% 3.0% 3.0% 24.0% 15.0% Average (simple) number of shares outstanding (in thousands) 3,125 3,126 3,130 3,132 3,136 See accountant's report. -12- Item 2. Code of Ethics Not required in this report. Item 3. Audit Committee Financial Expert Not required in this report. Item 4. Principal Accountant Fees and Services Not required in this report. Item 5. Audit Committee of Listed Registrants. Not required in this report. Item 6. Schedule of Investments. A schedule of registrant's investments in securities of unaffiliated issuers as of October 31, 2003 is included as part of the restated financial statement filed under Item 1 of this Form. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable, because the registrant invests exclusively in non-voting securities. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable, because the registrant has no equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934 Item 9. Submission of Matters to a Vote of Security Holders. The registrant does not have in place procedures by which shareholders may recommend nominees to the registrant's board of directors. Item 10. Controls and Procedures (a) The registrant's principal executive and principal financial officers have evaluated the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)) as of the end of the period covered by this report. Based on that evaluation, said officers have concluded that the registrant's disclosure controls and procedures are effective to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported within the required time periods. (b) Reportage on the registrant's internal control over financial reporting is not required until the report applicable to the registrant's fiscal year ending April 30, 2005. Item 11. Exhibits (a) The following exhibits are filed herewith: (2) The separate certifications for the registrant's principal executive and principal financial officers. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Tridan Corp. By (Signature and Title) /S/ Peter Goodman ------------------------------------------------------- Peter Goodman, President and Chief Executive Officer Date: August 30, 2004 Pursuant to the requirements of the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title) /S/ Peter Goodman ------------------------------------------------------- Peter Goodman, President and Chief Executive Officer Date: August 30, 2004 By (Signature and Title) /S/ Warren F. Pelton ------------------------------------------------------- Warren F. Pelton, Treasurer and Chief Financial Officer Date: August 30, 2004