As filed with the Securities and Exchange Commission on May 20, 1997
Securities Act File No. 2-94935
Investment Company File No. 811-4179
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2O549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 25
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 194O
Amendment No. 27
CORTLAND TRUST, INC.
(Exact Name of Registrant as Specified Charter)
600 Fifth Avenue, New York, N.Y. 10020
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 830-5200
STEVEN W. DUFF
c/o Cortland Trust, Inc.
600 Fifth Avenue
New York, New York 10020
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 6O days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) 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, 1997 on May 15, 1997.
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- ----------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price per Offering Registration
Registered Registered Unit Price Fee
COMMON 46,708,254.16 $1.00* 46,708,254.16 $100.00**
STOCK
$.001 par value
- ----------------------------------------------------------------------
*Estimated solely for the purposes of determining the amount of the registration
fee.
**Calculated pursuant to Rule 24e-2(a) under the Investment Company Act of 1940.
6,704,730,018.37 shares were redeemed during the fiscal year ended March 31,
1997;
46,378,254.16 of which are being used for "reduction' in this amendment,
and none of which were previously so used in filings pursuant to Rule 24e-2(a)
or 24f-2(c)during the current fiscal year ending March 31, 1998.
Exhibit: Opinion of Kramer, Levin, Naftalis & Frankel
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 20th day of May, 1997.
CORTLAND TRUST, INC.
By: /s/ Steven W. Duff
Steven W. Duff
President & Director
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 and on the dates indicated.
SIGNATURE CAPACITY DATE
(1) Principal Executive Officer
President &
Steven W. Duff Director 5/20/97
(2) Principal Financial and Accounting Officer
Richard De Sanctis Treasurer 5/20/97
(3) Majority of the Directors
*Owen Daly II Director
*Albert R. Dowden Director
David C. Melnicoff Director
*James L. Schultz Director
By:
Jules Buchwald
Attorney-in-Fact* 5/20/97
*An executed copy of the power of attorney was filed as an Exhibit to Post-
Effective Amendment No. 10 to Registration Statement No.2-94935 on March 4,1991.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 759699
<NAME> Cortland Trust, Inc.
<SERIES>
<NUMBER> 1
<NAME> Cortland General Money Market Fund
<S> <C>
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 1595366508
<INVESTMENTS-AT-VALUE> 1595366508
<RECEIVABLES> 5495743
<ASSETS-OTHER> 2712921
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1603575172
<PAYABLE-FOR-SECURITIES> 1100000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1665579
<TOTAL-LIABILITIES> 2765579
<SENIOR-EQUITY> 0
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 759699
<NAME> Cortland Trust, Inc.
<SERIES>
<NUMBER> 2
<NAME> U.S. Government Fund
<S> <C>
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
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<PERIOD-TYPE> YEAR
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<INVESTMENTS-AT-VALUE> 218449822
<RECEIVABLES> 569780
<ASSETS-OTHER> 724750
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 219744352
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 223336
<TOTAL-LIABILITIES> 223336
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 220163851
<SHARES-COMMON-STOCK> 220163851
<SHARES-COMMON-PRIOR> 303218340
<ACCUMULATED-NII-CURRENT> 50000
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (692835)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 219521016
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12850479
<OTHER-INCOME> 0
<EXPENSES-NET> 2365878
<NET-INVESTMENT-INCOME> 10484601
<REALIZED-GAINS-CURRENT> 6270
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 10490871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10465613
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 680848242
<NUMBER-OF-SHARES-REDEEMED> 774447420
<SHARES-REINVESTED> 10544689
<NET-CHANGE-IN-ASSETS> (83029231)
<ACCUMULATED-NII-PRIOR> 31012
<ACCUMULATED-GAINS-PRIOR> (699105)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<AVERAGE-NET-ASSETS> 242216950
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> The schedule contains summary financial information
extracted from the financial statements and supporting
schedules as of the end of the most current period and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 759699
<NAME> Cortland Trust, Inc.
<SERIES>
<NUMBER> 3
<NAME> Municipal Money Market Fund
<S> <C>
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<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 211317191
<INVESTMENTS-AT-VALUE> 211317191
<RECEIVABLES> 1376544
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 212693735
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 577369
<TOTAL-LIABILITIES> 577369
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 212141050
<SHARES-COMMON-STOCK> 212140050
<SHARES-COMMON-PRIOR> 266129557
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (24684)
<OVERDISTRIBUTION-GAINS> 0
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<INTEREST-INCOME> 8116106
<OTHER-INCOME> 0
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<NET-INVESTMENT-INCOME> 5897429
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5897429
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5911923
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
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<NUMBER-OF-SHARES-REDEEMED> 892272314
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<NET-CHANGE-IN-ASSETS> (54003001)
<ACCUMULATED-NII-PRIOR> 14494
<ACCUMULATED-GAINS-PRIOR> (24684)
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<GROSS-EXPENSE> 2237804
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<PER-SHARE-NII> 103
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<PER-SHARE-DISTRIBUTIONS> 0
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</TABLE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK N.Y. 10022
May 20, 1997
Cortland Trust, Inc.
600 Fifth Avenue
New York, New York 10022
Re: Cortland Trust, Inc.
Registration No. 2-94935
Gentlemen:
We act as counsel to Cortland Trust, Inc., a Maryland corporation (the
"Company"), in connection with the public offering of the Company's shares of
capital stock, par value $.001 per share, and on various other securities and
general corporate matters. We understand that, pursuant to Rule 24e-2 under the
Investment Company Act of 1940, upon the effectiveness of Post-Effective
Amendment No.25 to its Registration Statement on Form N1-A covering
46,708,254.16 shares of the Company (the"Shares"), the Company will, in
jurisdictions where the Company's Shares are qualified for sale, make a public
offering of the Shares at prices calculated in the manner disclosed in the
Company's current prospectuses.
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 the Shares will be 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 purposes 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. We are members of
the Bar of the State of New York and do not hold ourselves out as experts as to
the law of any other state or jurisdiction. Based upon the foregoing, we are of
the opinion that:
1. The Company is a valid and subsisting corporation of the State of Maryland
authorized to issue four billion shares of its capital stock, with a $.001 par
value per share.
2. Upon the effectiveness of Post-Effective Amendment No.25 to its Registration
Statement on Form N-1A covering the Shares and, assuming that the Shares will be
issued and sold in accordance with the Company's Articles of Incorporation and
Registration Statements and that the consideration to be received therefor is
not less than the par value thereof, the Shares, when so issued, will be legally
issued, fully paid, and non-assessable.
3. No material events requiring disclosure in the Company's prospectuses,other
than those listed in paragraph (b)(1) of Rule 485 under the Securities Act of
1933, have occured since the effective date of the Company's most recent Post-
Effective Amendment, and Post-Effective Amendment No. 25 to the Company's
Registration Statement can be properly filed under paragraph (b) of Rule 485.
We consent to the inclusion of this opinion as an Exhibit to such Post-
Effective Amendment No. 25 to the Company's Registration Statement and to the
applications and registration statments filed in accordance with the securities
laws of the jurisdictions in which the Shares are to be offered.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
Kramer, Levin, Naftalis & Frankel
