2(j)
AGREEMENT
THIS AGREEMENT made as of APRIL 28, 19 80, between Tridan Corp., a New York
Corporation (hereinafter called the "Corporation"), and Xxxxxx Guaranty Trust
Company of New York, a Corporation organized under the laws of the State of New
York (hereinafter called "Custodian"),
WITNESSETH:
WHEREAS, the Corporation desires that its securities and cash shall be
hereafter held and administered by Custodian pursuant to the terms of this
Agreement:
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Corporation and Custodian agree as follows:
Sec. 1. Definitions
The word "securities" as used herein includes stocks, shares, bonds,
debentures, notes, mortgages or other obligations and any certificates,
receipts, warrants, or other instruments representing rights to receive,
purchase, or subscribe for the same, or evidencing or representing any other
rights or interests therein, or in any property or assets.
The words "officer's certificate" shall mean a request or direction or
certification in writing signed in the name of the Corporation by the Chairman,
the President, a Vice-President, the Secretary and the Treasurer of the
Corporation, or any other persons duly authorized to sign by the Board of
Directors of the Corporation.
Sec. 2. Names, Titles and Signatures of Corporation's Officers
An officer of the Corporation will certify to the Custodian the names and
signatures of those persons authorized to sign the Officers' Certificates
described in Sec. 1 hereof, and the names of the members of the Board of
Directors thereof, together with any changes which may occur from time to time.
Sec. 3. Receipt and Disbursement of Money
A. Custodian shall open and maintain a separate account or accounts in the
name of the Corporation, subject only to draft or order by Custodian acting
pursuant to the terms of this Agreement. Custodian shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of the
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Corporation. Custodian shall make payments of cash to, or for the account of,
the Corporation from such cash only (a) for the purchase of securities for the
portfolio of the Corporation upon the delivery of such securities to Custodian,
registered in the name of the Corporation or of the nominee of Custodian
referred to in Sec. 7 or in proper form for transfer, (b) for the purchase or
redemption of shares of the capital stock of the Corporation upon delivery
thereof to Custodian, (c) for the payment of interest, dividends, taxes,
management or supervisory fees or operating expenses (including, without
limitation thereto, fees for legal, accounting and auditing services), (d) for
payments in connection with the conversion, exchange or surrender of securities
owned or subscribed to by the Corporation held by or to be delivered to
Custodian; or (e) for other proper corporate purposes. Before making any such
payment Custodian shall receive (and may rely upon) and officers' certificate
requesting such payment and stating that it is for a purpose permitted under the
terms of items (a), (c) or (d) of this subsection A, and also, in respect of
Item (e), upon receipt of an officers' certificate and a certified copy of a
resolution of the Board of Directors of the Corporation signed by an Officer of
the Corporation and certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a proper corporate purpose,
and naming the person or persons to whom such payment is to be made.
B. Custodian is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received by Custodian for the account
of the Corporation.
Sec. 4. Receipt of Securities
Custodian shall hold in a separate account, and physically segregated at
all times from those of any other persons, firms or corporations, pursuant to
the provisions hereof, all securities received by it for the account of the
Corporation. All such securities are to be held or disposed of by Custodian for,
and subject at all times to the instructions of, the Corporation pursuant to the
terms of this Agreement. The Custodian shall have no power or authority to
assign, hypothecate, pledge or otherwise dispose of any such securities and
investments, except pursuant to the directive of the Corporation and only for
the account of the Corporation as set forth in Sec. 5 of this Agreement.
Sec. 5. Transfer, Exchange, Redelivery, etc. of Securities
Custodian shall have sole power to release or deliver any securities of the
Corporation held by it pursuant to this Agreement. Custodian agrees to transfer,
exchange, or deliver securities held by it hereunder only (a) for sales of such
securities for the account of the Corporation upon receipt by Custodian of
payment therefor, (b) when such securities are called, redeemed or retired or
otherwise become payable, (c) for examination by any broker selling any such
securities in accordance with "street delivery" custom, (d) in exchange for or
upon conversion into other securities alone or other securities and cash whether
pursuant to any plan or merger, consolidation, reorganization, recapitalization
or readjustment, or otherwise, (e) upon conversion of such securities pursuant
to their terms into other securities, (f) upon exercise of
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subscription, purchase or other similar rights represented by such securities,
(g) for the purpose of exchanging interim receipts or temporary securities for
definitive securities, or (h) for other proper corporate purposes. As to any
deliveries made by Custodian pursuant to items (b), (d), (e), (f), and (g),
securities or cash receivable in exchange therefor shall be deliverable to
Custodian.
Sec. 6. Custodian's Acts Without Instructions
Unless and until Custodian receives an officers' certificate to the
contrary, Custodian shall:
(a) Present for payment all coupons and other income items held by it
for the account of the Corporation which call for payment upon presentation and
hold the cash received by it upon such payment for the account of the
Corporation; (b) Collect interest and cash dividends received, with notice to
the Corporation, to the account of the Corporation; (c) Hold for the account of
the Corporation hereunder all stock dividends, rights and similar securities
issued with respect to any securities held by it hereunder; (d) execute as agent
on behalf of the Corporation all necessary ownership certificates required by
the Internal Revenue Code or the Income Tax Regulations of the United States
Treasury Department or under the laws of any State now or hereunder in effect,
inserting the Corporation's name on such certificate as the owner of the
securities covered thereby, to the extent it may lawfully do so.
Sec. 7. Registration of Securities
Except as otherwise directed by an officers' certificate Custodian shall
register all securities, except such as are in bearer form, in the name of a
registered nominee of Custodian as defined in the Internal Revenue Code and any
Regulations of the Treasury Department issued thereunder or in any provision of
any subsequent Federal tax law exempting such transaction from liability for
stock transfer taxes, and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or Regulations or under the
laws of any State. Custodian shall use its best efforts to the end that the
specific securities held by it hereunder shall be at all time identifiable in
its records.
The Corporation shall from time to time furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee, any securities which it
may hold for the account of the Corporation and which may from time to time be
registered in the name of the Corporation.
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Sec. 8. Voting and other Action
Neither Custodian nor any nominee of Custodian shall vote any of the
securities held hereunder by or for the account of the Corporation, except in
accordance with the instructions contained in an officers' certificate.
Custodian shall promptly deliver, or cause to be executed and delivered, to the
Corporation all notices, proxies and proxy soliciting materials with relation to
such securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the Corporation), but
without indicating the manner in which such proxies are to be voted.
Sec. 9. Transfer Tax and Other Disbursements
The Corporation shall pay or reimburse Custodian from time to time for any
transfer taxes payable upon transfers of securities made hereunder, and for all
other necessary and proper disbursements and expenses made or incurred by
Custodian in the performance of this Agreement.
Custodian shall execute and deliver such certificates in connection with
securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any State, to exempt
from taxation any exemptible transfers and/or deliveries of any such securities.
Sec. 10. Concerning Custodian
Custodian shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in writing
between the two parties. The schedule of fees charged by the Custodian are
attached hereto as Exhibit 1.
Custodian shall not be liable for any action taken in good faith upon any
certificate herein described or certified copy of any resolution of the Board of
Directors, and may rely on the genuineness of any such document which it may in
good faith believe to have been validly executed.
The Corporation agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) incurred or assessed against it or its nominee in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the Corporation for
such items. In the event of any advance of cash for any purpose made by the
Custodian resulting from orders or instructions of the Corporation, or in the
event that Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property or any time
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held for the account of the Corporation shall be security therefor.
Sec. 11. Reports by Custodian
Custodian shall furnish the Corporation monthly with a statement
summarizing all transactions and entries for the account of the Corporation.
Custodian shall furnish the Corporation at the end of every calendar quarter
with a list of the portfolio securities showing the adjusted average cost of
each issue and the market value at the end of such quarter. Custodian shall
furnish the Corporation, at the close of each quarter of the Corporation's
fiscal year, with a list showing cost and market values of the securities held
by it for the Corporation hereunder, adjusted for all commitments confirmed by
the Corporation as of such close, certified by a duly authorized officer of
Custodian. The books and records of Custodian pertaining to its actions under
this Agreement shall be open to inspection and audit at reasonable times by
officers of and auditors employed by the Corporation.
Sec. 12. Termination or Assignment
This Agreement may be terminated by the Corporation, or by Custodian, on
sixty days' notice, given in writing and sent by registered mail to Custodian at
0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or to the Corporation at 000 Xxxx
00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 as the case may be. Upon any
termination of this Agreement, pending appointment of a successor to Custodian
or a vote of the shareholders of the Corporation to dissolve or to function
without a Custodian of its cash, securities and other property, Custodian shall
retain all cash, securities or other property of the Corporation until further
advised by the Corporation in writing; provided, however, that Custodian shall
not be required to make any delivery of such property to a successor custodian
or to the Corporation until full payment shall have been made by the Corporation
of all liabilities constituting a charge on or against the properties then held
by Custodian, or on or against Custodian, and until full payment shall have been
made to Custodian of all its fees, compensation, costs and expenses, subject to
the provisions of Sec. 10 of this Agreement.
This Agreement may not be assigned by Custodian without the consent of the
Corporation, authorized or approved by a resolution of its Board of Directors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above written by their respective officers thereunto duly authorized.
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Executed in several counterparts, each of which is an original.
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
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(Custodian)
By /s/ Xxxxxx X. Xxxxxxx
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Attest: Xxxxxx X. Xxxxxxx
Asst. Vice President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Assistant Trust Officer
(Corporate Seal) TRIDAN CORP.
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(Corporation)
By /s/ Xxxxx Xxxxxxx
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Attest: Xxxxx Xxxxxxx, President
/s/ I. Xxxxxx Xxxxxx
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I. Xxxxxx Xxxxxx, Secretary
(Corporate Seal)
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EXHIBIT
There shall be no fee charged by the Custodian for services provided under
this Custodian Agreement so long as the Custodian continues to serve as the
Corporation's investment advisor.
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