Securities and Exchange Commission
Washington, D.C. 2O549
Rule 24f-2 Notice
for
CORTLAND TRUST, INC.
600 Fifth Avenue
New York, New York 010020
under the
Investment Company Act of 194O
Form N-1A File No. 2-94935
(i) Fiscal year for which this Notice is filed:
April 1, 1994 to March 31, 1995
(ii) Number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2 under the Investment Company Act of 1940 but which remained unsold
at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered during such fiscal
year other than pursuant to Rule 24f-2:
Cortland General Money Market Fund - 9,972,293.08
U.S. Government Fund - 112,731,166.70
Municipal Money Market Fund - 0
(iv)Number or amount of securities sold during such fiscal year:
Cortland General Money Market Fund - 3,635,190,793.48
U.S. Government Fund - 896,820,365.14
Municipal Money Market Fund - 885,996,924.16
(v)Number or amount of securities sold during such fiscal year in reliance
upon Rule 24f-2:
Cortland General Money Market Fund - 3,625,218,500.40*
U.S. Government Fund - 784,089,198.44*
Municipal Money Market Fund - 885,996,924.16*
Exhibit: Opinion of Messrs. Kramer, Levin, Nastalis, Nessen, Kamin & Frankel
____________________________________________
* The filing fee of $-0- is calculated in accordance with Rule 24f-2(c) and
Section 6(b) of the Securities Act of 1933 and based on the following: the
actual aggregate sales price of the 5,295,304,623.00 shares (of which
3,625,218,500.40 were shares of the General Money Market Fund common stock,
784,089,198.44 were shares of the U.S. Government Fund common stock and
885,996,924.16 were shares of the Municipal Money Market Fund common stock) sold
during such fiscal year in reliance upon Rule 24f-2 was $5,295,304,623.00: the
actual aggregate dollar amount of shares redeemed during the fiscal year was
$5,429,093,383.42 (of which $3,600,735,365.16 were redemptions of the General
Money Market Fund common stock, $920,104,435.20 were redemptions of the U.S.
Government Fund common stock and $908,253,583.06 were redemptions of the
Municipal Money Market Fund common stock), 133,788,760.42 of which were
previously used for reduction in filings made pursuant to Rule 24e-2(a) and
5,295,304,623.00 of which are being so used for reduction pursuant to this Rule
24f-2 Notice.
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SIGNATURE
Pursuant to the requirements of Rule 24f-2, Cortland Trust, Inc. has duly
caused this Rule 24f-2 Notice to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York, on
this 26th day of May, 1995.
CORTLAND TRUST, INC.
By:\s\Dennis C. Borecki
Dennis C. Borecki
President
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, N.Y. 10022-3852
(212)715-9100
May 26, 1995
Cortland Trust, Inc.
600 Fifthe Avenue
New York, New York 10022
Re: Cortland Trust, Inc. Registration No. 2-94935
Gentlemen:
We have acted as counsel to Cortland Trust, Inc., a Maryland corporation
(the"Company), in connection with the public offering of the Company's shares of
Common Stock, par value $.001 per share, and on various other securities and
general corporate matters. We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Company has registered an indefinite number
of shares of Common Stock under the Securities Act of 1933. We further
understand that, pursuant to the provisions of Rule 24f-2, the Company is filing
with the Securities and Exchange Commission the Notice attached hereto dated May
26, 1995 making definite the registration of shares of Common Stock (the
"Shares"), sold in reliance upon Rule 24f-2 during the fiscal year ended March
31, 1995.and
We have reviewed, insofar as they relate or pertain to the Company, the
Company's Registration Statements on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended to the date hereof, pursuant to which Shares were sold
(the "Registration Statements"). We have also examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments we have deemed necessary or appropriate
for the purpose of this opinion. For purposes of such examination, we have
assumed the genuineness of all signatures on original documents and the
conformity to the original documents of all copies submitted.
Based upon the foregoing, we are of the opinion that the Shares have been duly
and validly authorized and, assuming that the Shares have been issued and sold
in accordance with the Company's Articles of Incorporation and Registration
Statements and that the consideration received therefor was not less than the
par value thereof, the Shares which the Rule 24f-2 Notice atttached hereto makes
definite in number were legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice dated May
26, 1995 attached hereto.
Very truly yours,
/s/Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
