CORTLAND TRUST, INC.
600 Fifth Avenue
New York, New York 10020
January 18, 2000
Dear Shareholder:
You are cordially invited to attend a special meeting of
shareholders of Cortland Trust, Inc. (the "Company") to be held on Monday,
February 7, 2000 at 10:00 a.m. Eastern time at the offices of Reich & Tang Asset
Management L.P., 600 Fifth Avenue, New York, New York. The meeting is being held
to elect five Directors of the Company and to ratify the selection of Ernst &
Young LLP as independent public accountants of the Company for its fiscal year
ending March 31, 2000.
We have prepared a single "combined" Proxy Statement for use
by the shareholders of all of the Company's Funds because much of the
information required to be included in the proxy materials for each Fund is
substantially identical. If you own shares in more than one Fund, you are
receiving separate proxy materials for each Fund you own. We believe that a
joint Proxy Statement is more efficient and cost effective.
The information set forth below is designed to answer your
questions and help you cast your proxy as a shareholder. It is being provided as
a supplement to, not a substitute for, your proxy materials. Please read the
full text of the Proxy Statement for a complete understanding of the Proposals.
Q. Why are the Proposals being recommended?
A. Proposal 1. Election of Directors. Since less than a majority of the
Company's current Directors has been elected by shareholders following
the retirement of one Director, the Company is required to hold a
meeting of shareholders for the purpose of electing Directors to fill
any existing vacancies.
Proposal 2. Ratification of the selection of the Company's independent
public accountants. Such selection is required to be submitted for
ratification at the next succeeding annual meeting of shareholders. The
Company does not hold regular annual meetings of shareholders and is,
therefore, submitting this Proposal at this special meeting.
<PAGE>
Q. As a shareholder, what do I need to do?
A. Please read the enclosed Proxy Statement and vote now by completing,
signing and returning the enclosed proxy in the prepaid envelope.
Thank you in advance for your attention and vote with regard to
these important Proposals.
Sincerely,
Steven W. Duff
President
<PAGE>
CORTLAND TRUST, INC.
600 Fifth Avenue
New York, New York 10020
NOTICE OF SPECIAL MEETING
To the Shareholders of
CORTLAND TRUST, INC.:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Cortland Trust, Inc. (the "Company") will be held at the offices
of Reich & Tang Asset Management L.P., 600 Fifth Avenue, New York, New York on
Monday, February 7, 2000 at 10:00 a.m. Eastern time, for the purposes of voting
on the proposals set forth below, as well as for the transaction of such other
business as may be properly brought before the Meeting. The proposals are
discussed in detail in the accompanying Proxy Statement dated January 18, 2000.
Proposal 1: Election of five Directors to serve until their successors
are duly elected and qualified;
Proposal 2: Ratification of the selection of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending
March 31, 2000. No change in accountants is proposed.
The Directors have fixed the close of business on January 18, 2000 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Meeting or at any adjournments thereof. The enclosed proxy is
being solicited on behalf of the Directors.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. IT IS MOST
IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN YOUR PROXY CARD AND RETURN IT.
THE PROXY IS REVOCABLE AT ANY TIME BEFORE ITS USE.
Bernadette N. Finn
Secretary
January 18, 2000
P.S. A postage paid return envelope is enclosed for your convenience so that you
may return your proxy card as soon as possible.
<PAGE>
CORTLAND TRUST, INC.
600 Fifth Avenue
New York, New York 10020
PROXY STATEMENT DATED JANUARY 18, 2000
Special Meeting of Shareholders to be held on February 7, 2000
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Cortland Trust, Inc., a Maryland
corporation whose shares are divided into three series Funds (each a "Fund",
collectively the "Funds"), in connection with a special meeting of shareholders
(the "Meeting") to be held on Monday, February 7, 2000 at 10:00 a.m. Eastern
time at the offices of Reich & Tang Asset Management L.P., 600 Fifth Avenue, New
York, New York, and at any adjournment(s) thereof, at which shareholders will be
asked to consider the following:
Proposal 1: Election of five Directors to serve until their successors
are duly elected and qualified;
Proposal 2: Ratification of the selection of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending
March 31, 2000. No change in accountants is proposed.
Even if you sign and return the accompany proxy, you may revoke it by
giving written notice of such revocation to the Secretary of the Company prior
to the Meeting or by delivering a subsequently dated proxy or by attending and
voting at the Meeting in person. In the event that a shareholder signs and
returns the proxy ballot, but does not indicate a choice as to any of the items
on the proxy ballot, the proxy attorneys will vote those shares of common stock
("shares") for the election of the proposed nominees as Directors and in favor
of the ratification of Ernst & Young LLP as the Company's independent public
accountants for the fiscal year ending March 31, 2000.
Proxy solicitation will be made primarily by mail, but may also be
made by telephone, telegraph, facsimile, or personal interview conducted by
certain officers or employees of the Funds, Reich & Tang Asset Management L.P.
(the "Advisor"), 600 Fifth Avenue , New York, New York, Reich & Tang
Distributors, Inc., 600 Fifth Avenue, New York, New York, and their affiliates.
The costs of the solicitation of proxies will be borne by the Advisor.
<PAGE>
The Funds are composed of three series portfolios, each of which
represents shares of common stock in a separate investment portfolio. The Funds
are designated as the Cortland General Money Market Fund, the U.S. Government
Fund and the Municipal Money Market Fund. The Cortland General Money Market Fund
consists of three classes: the Cortland General Money Market Fund Class, the
Live Oak General Money Market Fund Class and the Pilgrim General Money Market
Fund Class. The U.S. Government Fund consists of three classes: the U.S.
Government Fund Class, the Live Oak U.S. Government Fund Class and the Bradford
U.S. Government Money Market Fund Class. The Municipal Money Market Fund
consists of three classes: the Municipal Money Market Fund Class, the Live Oak
Municipal Money Market Fund Class and the Bradford Short-Term Municipal Money
Market Fund Class.
The Board of Directors has fixed the close of business on January 18,
2000 as the record date for the determination of the shareholders entitled to
notice of, and to vote at, the Meeting or any adjournment(s) thereof (the
"Record Date"). As of the Record Date, there were 2,192,499,211.20 shares of
common stock of the Company outstanding, comprised of 1,730,806,410.42 shares of
the Cortland General Money Market Fund, 187,690,054.71 shares of the U.S.
Government Fund and 274,002,746.07 shares of the Municipal Money Market Fund.
The holders of each share of a Fund shall be entitled to one vote for each full
share. To the best of the knowledge of the Company, no person beneficially owned
more than 5% of its outstanding shares on the Record Date. As of the Record
Date, the officers and directors of the Company, collectively, beneficially
owned, directly or indirectly (including the power to vote or to dispose of any
shares), less than 1% of the shares of any Fund's total outstanding shares.
A copy of your Fund's annual report for the fiscal year ended March
31, 1999 and semi-annual report for the period ended September 30, 1999 may be
received, free of charge, by calling the Fund, toll free, at (800) 433-1918.
The vote of a plurality of the Company's shares represented at the
Meeting is required for the election of Directors (Proposal 1). The vote of a
simple majority of the shares voted at the Meeting is required for the
ratification of the selection of Ernst & Young LLP as the independent public
accountants for the Funds (Proposal 2). Shareholders entitled to cast a majority
of the votes, either in person or by proxy, shall constitute a quorum.
If a quorum is not present at the Meeting, or if a quorum is present
but sufficient votes to approve any of the Proposals are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the Proposals
that are the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by
proxy. A shareholder vote may be taken for one or more of the Proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a shareholder abstains from voting as to any matter, then the
shares held by such
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<PAGE>
shareholder shall be deemed present at the Meeting for purposes of determining a
quorum and for purposes of calculating the vote with respect to such matter, but
shall not be deemed to have been voted in favor of such matter. If a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on a matter,
then the shares covered by such non-vote shall be deemed present at the Meeting
for purposes of determining a quorum but shall not be deemed represented at the
Meeting for purposes of calculating the vote with respect to such matter.
The persons named in the accompanying proxy will vote the number of
shares represented thereby as directed in the proxy or, in the absence of such
direction AUTHORITY GIVEN with respect to the election of Directors (Proposal 1)
and FOR ratification of the selection of Ernst & Young LLP as the Company's
independent public accountants (Proposal 2).
If the proposals are approved, it is anticipated that they will become
effective as soon as practical after shareholder approval.
PROPOSAL 1 - ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is the election of
Directors.
One individual not currently serving on the Board of Directors has
been nominated to serve as a Director. If elected by shareholders, this
individual will serve together with four members of the present Board of
Directors: Albert R. Dowden, Steven W. Duff, Carl Frischling, and James L.
Schultz.
Five nominees are to be elected as Directors, each to serve until his
successor is duly elected and qualified. All nominees have consented to be named
in this Proxy Statement and agreed to serve if elected. The current independent
Directors reserve the right to substitute another person or persons of their
choice as a nominee or nominees if a nominee is unable to serve as a Director at
the time of the Meeting for any reason. Nothing, however, indicates that such a
situation will arise. The following table sets forth certain information
regarding each nominee for election as a Director:
<TABLE>
<CAPTION>
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Name Age Principal Occupation During the Past Five Years Position Director
and Directorships of Public Companies with the Since
Funds
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Albert R. Dowden 58 Director of Annuity & Life Re (Holdings), Ltd; Chairman of 1985
former President and CEO of Volvo North America the Board
Corporation. and a
Director
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Steven W. Duff 46 President of the Mutual Funds Division of Reich & Director and 1997
Tang Asset Management L.P. President
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
Carl Frischling 62 Partner, Kramer Levin Naftalis & Frankel LLP; and Director 1998
Director, AIM Funds and Lazard Funds, Inc.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
William Lerner 63 Attorney; Director, Seitel, Inc., Rent-Way, Inc., Nominee --
Helm Capital Group, Inc., and
Micros-to-Mainframes, Inc.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
James L. Schultz 63 President, Treasurer and Director of Computer Director 1985
Research, Inc.
- ------------------------------ ------ ---------------------------------------------------- -------------- --------------
</TABLE>
- 3 -
<PAGE>
Mr. Steven W. Duff, as an affiliated person of Reich & Tang Asset
Management L.P. and its affiliates, is an "interested person" of the Company
within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act").
Mr. Carl Frischling is considered to be an "interested person" of the
Company because his law firm has performed legal services for the Company's
Funds within the past two years.
Directors on the Board who are not "interested persons" of the Company
receive an annual fee of $10,000, plus $1,250 for each Board meeting attended,
and all Directors are reimbursed by the Company for expenses incurred in
connection with attendance at meetings of the Board of Directors. The
compensation paid to the Directors for the fiscal year ended March 31, 1999 is
as follows:
<TABLE>
<CAPTION>
COMPENSATION TABLE
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
Name of Director Aggregate Pension or Retirement Estimated Annual Total Compensation from
Compensation from Benefits Accrued as Part Benefits upon the Company and Fund
the Company of the Company's Expenses Retirement Complex Paid to
Directors*
<S> <C> <C> <C> <C>
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
Owen Daly, II $15,000 0 0 $15,000 (1 Fund)
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
Albert R. Dowden $15,000 0 0 $15,000 (1 Fund)
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
Steven W. Duff 0 0 0 0
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
Carl Frischling 0 0 0 0
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
David C. Melnicoff $11,250 0 0 $11,250 (1 Fund)
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
James L. Schultz $15,000 0 0 $15,000 (1 Fund)
- ------------------------------ --------------------- -------------------------- -------------------- -------------------------
</TABLE>
* The parenthetical number represents the number of investment companies
(including the Company) from which such person receives compensation that are
considered part of the same Fund Complex as the Company, because, among other
things, they have a common investment advisor.
The Funds have an Audit Committee currently consisting of Mr. Dowden
and Mr. Schultz. If elected, it is expected that Mr. Lerner will become a member
of the Audit Committee. If all of the nominees to serve on the Board are elected
by shareholders, it is anticipated that the Audit Committee will consist of
three nominees for election as Directors who are not "interested persons" of the
Advisor or the Company. The Audit Committee makes recommendations to the Board
of Directors concerning the selection of the Funds' independent public
accountants, reviews with such accountants the scope and results of the Funds'
annual audit, reviews the annual and semiannual financial reports of the Funds
and considers any comments which the accountants may have regarding the Funds'
financial statements or books of account. Audit Committee members receive no
additional compensation for attending an Audit Committee meeting.
During the fiscal year ended March 31, 1999, the Board of Directors
held four meetings and the Audit Committee held two meetings. During such fiscal
year, each Director attended at least 75% of the aggregate of (i) the total
number of meetings of the Board of
- 4 -
<PAGE>
Directors (held during the period during which he has been a Director); and (ii)
the total number of meetings held by any committee of the Board of Directors on
which he served.
Executive Officers
The Company's executive officers are set forth below. The
business address of the Company and of its Funds is 600 Fifth Avenue, New York,
New York 10020. The executive officers receive no compensation from the Company
or any of its Funds.
<TABLE>
<CAPTION>
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Name Age Principal Occupation During Officer Position with the
the Past Five Years Since Company
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
<S> <C> <C>
Steven W. Duff 46 See table of nominees under "Election of 1990 Director and President
Directors".
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Richard DeSanctis 43 Vice President and Treasurer of Cortland Trust, 1990 Vice President and
Inc.; Treasurer of 18 funds in the Reich & Tang Treasurer
Fund Complex.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Molly Flewharty 48 Vice President of Cortland Trust, Inc.; Vice 1991 Vice President
President of the Mutual Funds Division of Reich
& Tang Asset Management L.P.; Vice President of
18 other funds in the Reich & Tang Fund Complex.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Dana E. Messina 43 Vice President of the Cortland Trust, Inc.; 1991 Vice President
Executive Vice President of the Mutual Funds
Division of Reich & Tang Asset Management L.P.;
Vice President of 15 other funds in the Reich &
Tang Fund Complex; from 1993 to 1995, Vice
President of the Mutual Funds Division of Reich
& Tang Asset Management L.P.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Ruben Torres 50 Vice President of Cortland Trust, Inc.; Vice 1990 Vice President
President of Operations of Reich & Tang
Services, Inc.; formerly Vice President and
Assistant Treasurer of Cortland Financial Group,
Inc.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Bernadette N. Finn 52 Vice President and Secretary of Cortland Trust, 1991 Vice President and
Inc; Vice President of the Mutual Funds Division Secretary
of Reich & Tang Asset Management L.P.; Vice
President and Secretary of 5 funds in
the Reich & Tang Fund Complex.
- -------------------------------- ------ -------------------------------------------------- ------------ -----------------------
Rosanne Holtzer 35 Assistant Treasurer of Reich & Tang Asset 1997 Assistant Treasurer
Management L.P.; Vice President of the Mutual
Funds division of Reich & Tang Asset Management
L.P.; Assistant Treasurer of 18 other funds in
the Reich & Tang Fund Complex; former Manager of
Fund Accounting of Reich & Tang Asset Management
L.P.
</TABLE>
The Board of Directors unanimously recommends that shareholders vote "For"
election of the proposed slate of nominees.
PROPOSAL 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has been selected by vote of the Board of Directors,
including a majority of the independent Directors, as the Funds' independent
public accountants for the current fiscal year ending March 31, 2000. The
employment of Ernst & Young LLP is conditioned upon the right of each Fund, by a
vote of a majority of its outstanding shares, to terminate the employment
without any penalties.
- 5 -
<PAGE>
Ernst & Young LLP has acted as the Funds' independent public
accountants since 1985. If the Funds' shareholders do not ratify the selection
of Ernst & Young LLP, other certified public accountants will be considered for
selection by the Board of Directors.
Representatives of Ernst & Young LLP are not expected to be
present at the Meeting, although they will have an opportunity to attend and to
make a statement, if they desire to do so. If representatives of Ernst & Young
LLP are present, they will be available to respond to appropriate questions from
shareholders.
The Board of Directors unanimously recommends that shareholders ratify the
selection of Ernst & Young LLP.
OTHER INFORMATION
Voting Information and Discretion of the Persons Named as Proxies.
While the Meeting is called upon to act upon any other business that may
properly come before it, at the date of this Proxy Statement the only business
which the management intends to present or knows that others will present is the
business mentioned in the Notice of Meeting. If any other matters lawfully come
before the Meeting, and in all procedural matters at the Meeting, it is the
intention that the enclosed proxy shall be voted in accordance with the best
judgment of the attorneys named therein, or their substitutes, present and
acting at the Meeting.
Submission of Proposals for the Next Meeting of the Company. Under the
Company's Articles of Incorporation and By-Laws, meetings of shareholders are
not required to be held unless necessary under the 1940 Act (for example, when
fewer than a majority of the Directors have been elected by shareholders).
Therefore, the Company does not hold shareholder meetings on an annual basis. A
shareholder proposal intended to be presented at any meeting hereafter called
should be sent to Cortland Trust, Inc. at 600 Fifth Avenue, New York, New York
10020, and must be received by the Company within a reasonable time before the
solicitation relating thereto is made in order to be included in the notice or
proxy statement related to such meeting. The submission by a shareholder of a
proposal for inclusion in a proxy statement does not guarantee that it will be
included. Shareholder proposals are subject to certain regulations under federal
securities law.
- 6 -
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY.
By Order of the Board of Directors,
Bernadette N. Finn
Secretary
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
CORTLAND TRUST, INC.
Proxy for Special Meeting of Shareholders
to be held February 7, 2000
The undersigned hereby appoints Steven W. Duff and Bernadette N. Finn
and each of them (with full power of substitution) as proxies to vote for the
undersigned all shares of Cortland Trust, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Shareholders to be held on February 7, 2000 at 10:00 a.m. Eastern
time at the offices of Reich & Tang Asset Management L.P., 600 Fifth Avenue, New
York, New York, or any adjournments thereof, upon the matters described in the
accompanying Proxy Statement and upon any other business that may properly come
before the Meeting or any adjournments thereof. Said proxies are directed to
vote or to refrain from voting pursuant to the Proxy Statement as checked below
upon the following matters:
Proposal 1: Election of the five Directors below to serve until their
successors are duly elected and qualified:
AUTHORITY AUTHORITY
GIVEN WITHHELD
[ ] [ ]
(01) Steven W. Duff (02) Albert R. Dowden (03) Carl Frischling
(04) William Lerner (05) James L. Schultz
If you wish to withhold authority to vote for some but not all of the nominees
named above, you should check the box marked "Authority Given" and you should
enter the name(s) of the nominee(s) with respect to whom you wish to withhold
authority to vote in the space provided below:
_______________________________________________
Proposal 2: Ratification of the selection of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending
March 31, 2000. No change in accountants is proposed.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "AUTHORITY GIVEN" ON PROPOSAL 1 AND "FOR" ON PROPOSAL 2.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Directors. (Please mark, sign, date and return this proxy promptly in the
enclosed envelope.)
Dated:_________________, 2000
------------------------------
Signature
------------------------------
Signature if held jointly
Please sign exactly as name appears
above. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by the
President or other authorized officer.
If a partner, please sign in partnership
name by authorized person.
If your address differs from the above,
please advise the Company as to your
correct address.
Sign, Date and Return the Proxy Card
Promptly Using the Enclosed Envelope.
