As filed with the Securities and Exchange Commission on November 2, 1995
Securities Act File No. 2-94935
Investment Company File No. 811-4179
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. 20 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 22
CORTLAND TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
600 Fifth Avenue
New York, New York 10020
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 830-5220
STEVEN W. DUFF
c/o Cortland Trust, Inc.
600 Fifth Avenue
New York, New York 10020
(Name and Address of Agent for Service)
Copy to: Jules Buchwald, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, N.Y. 10022
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b) [ ] on (date)
pursuant to paragraph (b) [ ] 60 days after filing pursuant to
paragraph (a) [X] on November 15, 1995 pursuant to paragraph (a) of
Rule 485.
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment Company
Act of 1940, as amended, and Rule 24f-2 thereunder, and the Registrant filed a
Rule 24f-2 Notice for its fiscal year ended March 31, 1995 on May 26, 1995.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(A) Financial Statements
Included in Prospectus Part A:
None
Included in Statement of Additional Information Part B:
None
(B) Exhibits
(1) Articles of Incorporation of Registrant [filed as an Exhibit to
Post-Effective Amendment No. 7 on June 29, 1989 and is hereby
incorporated by reference].
(2) By Laws of Registrant [filed as an Exhibit to Post-Effective Amendment
No. 7 on June 29, 1989 and is hereby incorporated by reference].
(3) None.
(4) None.
(5) Management/Investment Advisory Agreements between the Registrant and
Reich & Tang Asset Management L.P. [filed as an Exhibit to
Post-Effective Amendment No. 16 on August 1, 1994 and is hereby
incorporated by reference].
(6) Form of Distribution Agreements between the Registrant and Reich &
Tang Distributors L.P [filed as an Exhibit to Post-Effective Amendment
No. 16 on August 1, 1994 and is hereby incorporated by reference].
(7) None.
(8) Custodian Agreement between Registrant and Investors Fiduciary Trust
Company [filed as an Exhibit to Post-Effective Amendment No. 7 on June
29, 1989 and is hereby incorporated by reference].
(9) Transfer Agency Agreement between Registrant and The Shareholder
Services Group, Inc.
(10) Opinion and Consent of Messrs. Spengler Carlson Gubar Brodsky &
Frischling [filed as an Exhibit to Post-Effective Amendment No. 7 on
June 29, 1989 and is hereby incorporated by reference].
* (11) (a) Consent of Ernst & Young LLP.
(b) Consent of Messrs. Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel [filed as an Exhbit to Post-Effective Amendment No. 19 on
October 16, 1995 and is hereby incorporated by reference].
(c) Opinion of Counsel to the effect that shares of the U.S.
Government Fund are permissible investment for federal credit
unions [filed as an Exhibit to Post-Effective Amendment No. 6 on
July 29, 1988 and is hereby incorporated by reference].
(d) Opinion of Counsel to the effect that the Tax-Free Money Market
Fund will be considered the owner of Municipal Securities subject
to Stand-by Commitments for federal income tax purposes [filed as
an Exhibit to Pre-Effective Amendment No. 2 on May 31, 1985 and
is hereby incorporated by reference].
(12) None.
(13) Letter agreement concerning initial subscription of $100,000 of shares
[filed as an Exhibit to Pre-Effective Amendment No. 1 on April 22,
1985 and is hereby incorporated by reference].
(14) (a) Pilgrim Section 403(b)(7) Tax Sheltered Retirement Plan
[filed as an Exhibit to Registrant's Registration Statement on
Form N-14 (File No. 33-41322) on June 21, 1991 and is hereby
incorporated by reference].
(b) Pilgrim Individual Retirement Account [filed as an Exhibit to
Registrant's Registration Statement on Form N-14 (File No.
33-41322) on June 21, 1991 and is hereby incorporated by
reference].
(c) Form of the Pilgrim Group Retirement Plan including the Money
Purchase Pension Plan and Profit Sharing Plan [filed as an
Exhibit to Registrant's Registration Statement on Form N-14 (File
No. 33-41322) on June 21, 1991 and is hereby incorporated by
reference].
(15) (a) Form of Amended Plans of Distribution and Forms of Related
Service Agreements [filed as Exhibits to Registrant's
Registration Statement on Form N-14 (File No. 33-41322) on June
21, 1991 and is hereby incorporated by reference].
(b) Form of Plan of Distribution (Live Oak Shares) [filed as an
Exhbit to Post- Effective Amendment No. 19 on October 16, 1995
and is hereby incorporated by reference].
(c) Form of Primary Dealer Agreement [filed as an Exhibit to
Post-Effective Amendment No. 18 on July 28, 1995 and is hereby
incorporated by reference].
(d) Form of Primary Dealer Agreement (Live Oak Shares) [filed as an
Exhbit to Post- Effective Amendment No. 19 on October 16, 1995
and is hereby incorporated by reference].
(e) Form of Rule 18f-3 Multi-Class Plan [filed as an Exhbit to
Post-Effective Amendment No. 19 on October 16, 1995 and is hereby
incorporated by reference].
Item 25. Persons Controlled by or under Common Control with Registrant
No such persons.
- --------------------
* Filed herewith.
<PAGE>
Item 26. Number of Holders of Securities
Number of Record Holders
Title/Class As of September 30, 1995
Live Oak General Money Market Shares None
Live Oak U.S. Government Money Market Shares None
Live Oak Municipal Money Market Shares None
Item 27. Indemnification
Registrant incorporates herein by reference the response to Item 27 in Post
Effective Amendment No. 12 to the Registration Statement filed with the
Commission on August 1, 1991.
Item 28. Business and Other Connections of Investment Advisor
The description of Reich & Tang Asset Management L.P. under the caption
"Management of the Fund" in the Prospectus and "Manager" and "Management of the
Fund" in the Statement of Additional Information constituting parts A and B,
respectively, of the Registration Statement are incorporated herein by
reference.
New England Mutual Life Insurance Company ("The New England"), of which New
England Investment Companies, Inc. ("NEIC") is an indirect wholly-owned
subsidiary, owns approximately 68.1% of the outstanding partnership units of New
England Investment Companies, L.P., Reich & Tang, Inc., the former general
partner of New England Investment Companies, L.P. owns approximately 22.8% of
the outstanding partnership units of New England Investment Company, L.P. Reich
& Tang Asset Management, Inc. serves as the sole general partner for both Reich
& Tang Asset Management L.P. and Reich & Tang Distributors L.P., Reich & Tang
Asset Management, L.P. serves as the sole limited partner of the Distributor.
Registrant's investment adviser, Reich & Tang Asset Management L.P., is a
registered investment adviser. Reich & Tang Asset Management L.P. 's investment
advisory clients include California Daily Tax Free Income Fund, Inc.,
Connecticut Daily Tax Free Income Fund, Inc., Daily Tax Free Income Fund, Inc.,
Delafield Fund, Inc., Florida Daily Municipal Income Fund, Institutional Daily
Income Fund, Michigan Daily Tax Free Income Fund, Inc., New Jersey Daily
Municipal Income Fund, Inc., Pennsylvania Daily Municipal Income Fund, North
Carolina Daily Municipal Income Fund, Inc., Short Term Income Fund, Inc. and Tax
Exempt Proceeds Fund, Inc., registered investment companies whose addresses are
600 Fifth Avenue, New York, New York 10020, which invest principally in money
market instruments; Reich & Tang Government Securities Trust, a registered
investment company which invests solely in securities issued or guaranteed by
the United States Government, whose address is 600 Fifth Avenue, New York, New
York 10020; Delafield Fund Inc., Reich & Tang Equity Fund, Inc., a registered
investment company whose address is 600 Fifth Avenue, New York, New York 10020,
which invests principally in equity securities; Cortland Trust, Inc., a
registered investment company whose address is Three University Plaza,
Hackensack, New Jersey 07601 and Lebenthal Funds, Inc. (Lebenthal New York Tax
Free Income Fund, Inc. and Lebenthal New York Municipal Bond Fund), a registered
investment company whose address is 25 Broadway, New York, New York 10004, which
invest primarily in money market instruments. In addition, New England
Investment Companies L.P. is the sole general partner of Alpha Associates,
August Associates, Reich & Tang Small Cap L.P. and Tucek Partners, private
investment partnerships organized as limited partnerships.
Peter S. Voss, President, Chief Executive Officer and a Director of NEIC
since October 1992, Chairman of the Board of NEIC since December 1992, Group
Executive Vice President, Bank of America, responsible for the global asset
management private banking businesses, from April 1992 to October 1992,
Executive Vice President of Security Pacific Bank, and Chief Executive Officer
of Security Pacific Hoare Govett Companies, a wholly-owned subsidiary of
Security Pacific Corporation, from April 1988 to April 1992, Director of The New
England since March 1993, Chairman of the Board of Directors of NEIC's
subsidiaries other than Loomis, Sayles & Company, L.P. ("Loomis") and Back Bay
Advisors, L.P. ("Back Bay"), where he serves as a Director, and Chairman of the
Board of Trustees of all of the mutual funds in the TNE Fund Group and the
Zenith Funds. G. Neil Ryland, Executive Vice President, Treasurer and Chief
Financial Officer NEIC since July 1993, Executive Vice President and Chief
Financial Officer of The Boston Company, a diversified financial services
company, from March 1989 until July 1993, from September 1985 to December 1988,
Mr. Ryland was employed by Kenner Parker Toys, Inc. as Senior Vice President and
Chief Financial Officer. Edward N. Wadsworth, Executive Vice President, General
Counsel, Clerk and Secretary of NEIC since December 1989, Senior Vice President
and Associate General Counsel of The New England from 1984 until December 1992,
and Secretary of Westpeak and Draycott and the Treasurer of NEIM. Lorraine C.
Hysler has been Secretary of Reich & Tang Asset Management Inc. since July 1994,
Assistant Secretary of NEIC since September 1993, Vice President of the Mutual
Funds Group of New England Investment Companies, L.P. from September 1993 until
July 1994 and Vice President of Reich & Tang Mutual Funds since July 1994. Ms.
Hysler joined Reich & Tang, Inc. in May 1977 and served as Secretary from April
1987 until September 1993. Richard E. Smith, III has been a Director of Reich &
Tang Asset Management Inc. since July 1994, President and Chief Operating
Officer of the Capital Management Group of New England Investment Companies,
L.P. from May 1994 until July 1994, President and Chief Operating Officer of the
Reich & Tang Capital Management Group since July 1994, Executive Vice President
and Director of Rhode Island Hospital Trust from March 1993 to May 1994,
President, Chief Executive Officer and Director of USF&G Review Management Corp.
from January 1988 until September 1992. Steven W. Duff has been a Director of
Reich & Tang Asset Management Inc. since October 1994, President and Chief
Executive Officer of Reich & Tang Mutual Funds since August 1994, Senior Vice
President of NationsBank from June 1981 until August 1994. Mr. Duff is President
and a Director of California Daily Tax Free Income Fund, Inc., Connecticut Daily
Tax Free Income Fund, Inc., Daily Tax Free Income Fund, Inc., Michigan Daily Tax
Free Income Fund, Inc., New Jersey Daily Municipal Income Fund, Inc., New York
Daily Tax Free Income Fund, Inc., North Carolina Daily Municipal Income Fund,
Inc. and Short Term Income Fund, Inc., President and Chairman of Reich & Tang
Government Securities Trust, President and Trustee of Florida Daily Municipal
Income Fund, Pennsylvania Daily Municipal Income Fund, President and Chief
Executive Officer of Tax Exempt Proceeds Fund, Inc., Executive Vice President of
Reich & Tang Equity Fund, Inc., and Senior Vice President of Lebenthal Funds,
Inc. Bernadette N. Finn has been Vice President - Compliance of Reich & Tang
Asset Management Inc. since July 1994, Vice President of Mutual Funds Division
of New England Investment Companies, L.P. from September 1993 until July 1994,
Vice President of Reich & Tang Mutual Funds since July 1994. Ms. Finn joined
Reich & Tang, Inc. in September 1970 and served as Vice President from September
1982 until May 1987 and as Vice President and Assistant Secretary from May 1987
until September 1993. Ms. Finn is also Secretary of California Daily Tax Free
Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc., Cortland Trust,
Inc., Delafield Fund, Inc., Daily Tax Free Income Fund, Inc., Florida Daily
Municipal Income Fund, Lebenthal Funds, Inc., Michigan Daily Tax Free Income
Fund, Inc., New Jersey Daily Municipal Income Fund, Inc., New York Daily Tax
Free Income Fund, Inc., North Carolina Daily Municipal Income Fund, Inc.,
Pennsylvania Daily Municipal Income Fund and Tax Exempt proceeds Fund, Inc., a
Vice President and Secretary of Reich & Tang Equity Fund, Inc., Reich & Tang
Government Securities Trust and Short Term Income Fund, Inc. Richard De Sanctis
has been Treasurer of Reich & Tang Asset Management Inc. since July 1994,
Assistant Treasurer of NEIC since September 1993 and Treasurer of the Mutual
Funds Group of New England Investment Companies, L.P. from September 1993 until
July 1994, Treasurer of the Reich & Tang Mutual Funds since July 1994. Mr. De
Sanctis joined Reich & Tang, Inc. in December 1990 and served as Controller of
Reich & Tang, Inc., from January 1991 to September 1993. Mr. De Sanctis was Vice
President and Treasurer of Cortland Financial Group, Inc., and Vice President of
Cortland Distributors, Inc. from 1989 to December 1990. Mr. De Sanctis is also
Treasurer of California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax
Free Income Fund, Inc., Daily Tax Free Income Fund Inc., Delafield Fund, Inc.,
Florida Daily Municipal Income Fund, Michigan Daily Tax Free Income Fund, Inc.,
New Jersey Daily Municipal Income Fund, Inc., New York Daily Tax Free Income
Fund, Inc., North Carolina Daily Municipal Income Fund, Inc., Pennsylvania Daily
Municipal Income Fund, Reich & Tang Equity Fund, Inc., Reich & Tang Government
Securities Trust, Tax Exempt Proceeds Fund, Inc. and Short Term Income Fund,
Inc. and is Vice President and Treasurer of Cortland Trust, Inc. Edward E.
Phillips, Chairman of the Board of NEIC from December 1989 until December 1991
and from August 1992 until December 1992, Chief Executive Office of NEIC from
August 1992 until October 1992, Chairman of the Board of The New England from
1978 to January 1992, and Director of NYNEX Corporation and Affiliated
Publications, Inc. Robert A. Shafto, a Director of NEIC since August 1992,
Chairman of The New England since July 1993, and President and Chief Executive
Officer of The New England since July 1933, having served in that capacity since
January 1992, President and Chief Operating Officer of The New England from 1990
to 1992 and President--Insurance and Personal Financial Services of the New
England from 1988 to 1990, and Director of Fleet Bank of Massachusetts, N.A.
Lawrence E. Fouracker, Director of NEIC since May 1990, Director of The New
England, Alcan Aluminum, Limited, Citicorp, Inc., Enserch Corporation, General
Electric Company, The Gillette Company and Ionics, Inc. Thomas J. Galligan Jr.,
Director of NEIC since May 1990, Chairman of the Board of Directors of Boston
Edison Company from 1979 until his retirement in December 1986, served as its
Chief Executive Officer from 1979 to 1984 and served as a Director until May
1990, Director of The New England from 1971 to 1990. Charles M. Leighton,
Director of NEIC since May 1990, has been Chairman of the Board and Chief
Executive Officer of CML Group, Inc. a specialty consumer products company,
since 1969, and Director of The New England and Corporate Software, Inc. Oscar
L. Tang, Director of NEIC, Chairman and Chief Executive Officer of Mid Pacific
Air Corporation, and Director of South Seas Textile Manufacturing Co., Ltd. G.
Neil Ryland, Executive Vice President, Treasurer and Chief Financial Officer of
NEIC since July 1993, Executive Vice President and Chief Financial Officer of
The Boston Company, a diversified financial services company, from March 1989
until July 1993, from September 1985 to December 1988, Mr. Ryland was employed
by Kenner Parker Toys, Inc. as Senior Vice President and Chief Financial
Officer. Sherry A. Umberfielld, Executive Vice President, Corporate Development
of NEIC since December 1989, Vice President of The New England from December
1988 to December 1992 and a Second Vice President of The New England from 1984
to 1988, and Director of TNE Investment Services Corporation ("TNEIS"), New
England Investment Marketing, Inc. ("NEIM"), Westpeak Investment Advisors, Inc.
("Westpeak") and Draycott Partners, Ltd. ("Draycott"). Edward N. Wadsworth,
Executive Vice President, General Counsel, Clerk and Secretary of NEIC since
December 1989, Senior Vice President and Associate General Counsel of The New
England from 1984 until December 1992, and Secretary of Westpeak and Draycott
and the Treasurer of NEIM.
Item 29. Principal Underwriters
(a) Reich & Tang Distributors L.P. is also distributor for California Daily
Tax Free Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc.,
Cortland Trust, Inc., Daily Tax Free Income Fund, Inc., Delafield Fund, Inc.,
Florida Daily Municipal Income Fund, Institutional Daily Income Fund, Michigan
Daily Tax Free Income Fund, Inc., New Jersey Daily Municipal Income Fund, Inc.,
North Carolina Daily Municipal Income Fund, Inc., Pennsylvania Daily Municipal
Income Fund, Reich & Tang Equity Fund, Inc., Reich & Tang Government Securities
Trust, Short Term Income Fund, Inc. and Tax Exempt Proceeds Fund, Inc.
(b) The following are the directors and officers of Reich & Tang Asset
Management Inc., the general partner of Reich & Tang Asset Management L.P. Reich
& Tang Distributors L.P. does not have any officers. The principal business
address of Messrs. Voss, Ryland, and Wadsworth is 399 Boylston Street, Boston,
Massachusetts 02116. All other persons' principal business address is 600 Fifth
Avenue, New York, New York 10020.
Positions and Offices Positions and
with General Partner Offices With
Name of the Distributor Registrant
Peter S. Voss President, CEO, and None
Director
Steven W. Duff Director President
G. Neal Ryland Director None
Richard E. Smith III Director None
Richard De Sanctis . Vice President Treasurer
and Treasurer
Richard I. Weiner Vice President None
Bernadette N. Finn Vice President -
Compliance Secretary
Edward N. Wadsworth Clerk None
Lorraine C. Hysler Assistant Secretary None
(c) Not applicable.
Item 30. Location of Accounts and Records
Accounts, books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are maintained in the physical possession of the Registrant at Reich & Tang
Asset Management L.P., 600 Fifth Avenue, New York, New York 10020, the
Registrant's Manager; Fundtech Services L.P., the Registrant's transfer agent
and dividend disbursing agent; and at Investors Fiduciary Trust Company, 127
West 10th Street, Kansas City, Missouri 64105, the Registrant's custodian.
Item 31. Management Services
None.
Item 32. Undertakings
(1) The Registrant undertakes to comply with Section 16(c) of the
Investment Company Act of 1940 as though such provisions of the 1940
Act were applicable to the Registrant, except that the request
referred to in the third full paragraph thereof may only be made by
shareholders who hold in the aggregate at least 1 per centum of the
outstanding shares of the Registrant, regardless of the net asset
value of the shares held by such requesting shareholders.
(2) The Registrant undertakes to call a meeting of stockholders for the
purpose of voting upon the question of removal of one or more of the
Registrant's directors when requested in writing to do so by the
holders of at least 10% of the Registrant's outstanding shares of
common stock and, in connection with such meeting, to comply with the
provisions of Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.
(3) The Registrant undertakes to file a Post-Effective Amendment, using
reasonably current financial statements which need not be certified,
within four to six months from the effective date of Registrant's 1933
Act Registration Statement relating to Live Oak Shares, or the initial
public offering thereof, whichever is later.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York, on the
31st day of October, 1995.
CORTLAND TRUST, INC.
By: s/ Steven W. Duff
Steven W. Duff
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following persons in
the capacities indicated below on October 31, 1995.
SIGNATURE TITLE
(1) Principal Executive Officer
s/ Steven W. Duff
Steven W. Duff President
(2) Principal Financial and
Accounting Officer:
s/ Richard De Sanctis
Richard De Sanctis Treasurer
(3) Majority of Directors:
- ---------------------------------
Kenneth C. Ebbitt, Jr. Chairman and Director
* Owen Daly II (Director)
* Albert R. Dowden(Director)
David C. Melnicoff(Director)
* James L. Schultz(Director)
By: s/ Jules Buchwald
Jules Buchwald
Attorney-in-fact*
* An executed copy of the power of attorney was filed as an exhibit to
Post-Effective Amendment No. 10 to the Registration Statement on March 4,
1991.
<PAGE>
EXHIBIT 11(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Reports" in this
Registration Statement (Form N-1A No. 2-94935) of Cortland Trust, Inc.
We also consent to the use of our report dated May 8, 1995 and to the references
to our firm under the captions "Financial Highlights" and "Reports" included in
the Registration Statement of Cortland Trust, Inc. effective August 1, 1995
which is incorporated by reference in this Registration Statement.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
November 1, 1995
