2(g)
ADVISORY AGREEMENT
Between
TRIDAN CORP.
and
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
Dated: April 28, 1980
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ADVISORY AGREEMENT
Agreement, made this 28 day of April, 1980 between TRIDAN CORP., INC. a New
York corporation (the "Company"), and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
a New York trust company authorized to conduct a general banking business,
acting through its Trust and Investment Division (the "Advisor"),
WHEREAS, the Company is a closed-end 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 Custody and
Investment Advisory services to the Company and the Advisor is willing to render
such services;
NOW, THEREFORE, the 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 and have custody of, through its
Trust and Investment Division, 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 as
stated in Exhibit
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A, annexed hereto and the Registration Statement to be filed 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 other accounts for
which it has investment responsibility 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, ByLaws 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 the 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 the New York State Banking Department 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 determined 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 order 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 obliged to, aggregate the securities to be sold or
purchased in order
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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,
policies and restrictions as stated in Exhibit "A" and the Registration
Statement to be filed 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
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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, about to be
filed 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");
(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 keep 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 Commission under 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
Commission under 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 .25 of 1% on the first $20,000,000 and .20 of 1%
on the balance 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
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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 ▇▇▇▇ ▇▇▇) or a loss resulting
from willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or 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 the earlier of one year from date hereof or the date of the next
annual or special meeting of the shareholders of the Company, and, if approved
by a majority of the outstanding voting securities of the Company (as defined in
the 1940 Act), thereafter shall continue automatically for periods of one
calendar year so long as such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board who are not
parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the 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, 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 on 60 days written notice to the Advisor, 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 ▇▇▇▇ ▇▇▇) of any such party, cast in person at a meeting called for the
purpose of voting
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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 ▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Executive Vice President,
Trust and Investment Division, 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, New York 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:
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▇▇▇▇▇▇ Guaranty Trust Co.
of New York
ATTEST: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Assistant Vice President Senior Vice President
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EXHIBIT
INVESTMENT GUIDELINES
1. The portfolio should be invested only in securities which are exempt from
Federal Income Taxes. Moreover, there should be an emphasis on securities
which are also exempt from New York State Income Taxes to the extent that
credit considerations make this feasible.
2. There are no constraints with respect to maturity structure in order to
allow for maximum flexibility to take advantage of changes in the
environment for interest rates. However, it is understood that the
portfolio will always maintain some maturity balance.
3. A significant portion of the portfolio may be invested in tax exempt
private placements.
4. Only securities which are considered to be of "investment grade" by ▇▇▇▇▇▇
Guaranty Trust Company should be purchased or held for this account.
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