U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Cortland Trust, Inc.
600 Fifth Avenue
New York, New York 10020-2302
2. Name of each series or class of funds for which this notice is filed:
Cortland General Money Market Fund
U.S. Government Fund
Municipal Money Market Fund
3. Investment Company Act File Number: 811-4179
Securities Act File Number: 2-94935
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under ruler 24f-2(a)(1), if
applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
$6,578,317,544.90
6,578,317,544.90 shares
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$6,578,317,544.90
6,578,317,544.90 shares
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7):
$80,034,219.31
80,034,219.31 shares
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<CAPTION>
12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal $6,578,317,544.90
year in reliance on rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in connection with + 80,034,219.31
dividend reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased during the -6,704,730,018.37
fiscal year (if applicable):
(iv) Aggregate price of shares redeemed or repurchased and + 46,378,254.16
previously applied as a reduction to filing fees pursuant to
Rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued during the -0-
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities Act x 1/33%
of 1933 or other applicable law or regulation
(see instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $-0-
</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Not applicable
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Bernadette N. Finn
Bernadette N. Finn, Secretary
Date: May 15, 1997
* Please print the name and title of the signing officer below the signature.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, N.Y. 10022-3852
(212)715-9100
New York, New York
May 15, 1997
Cortland Trust, Inc.
600 Fifth 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
15, 1997 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, 1997.
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.
<PAGE>
Cortland Trust, Inc.
May 15, 1997
Page 2
We are members only of the New York Bar and do not purport to be experts on
the laws of any other state. Our opinion herein as to Maryland law is based upon
a limited inquiry thereof that we have deemed appropriate under the
circumstances.
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 15, 1997 attached thereto.
Very truly yours,
/s/Kramer, Levin, Naftalis & Frankel
Kramer, Levin, Naftalis & Frankel
