EXHIBIT A
XXXXX & XXXX DISTRIBUTORS L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
PRIMARY DEALER AGREEMENT
X.X. Xxxxxxxx
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Gentlemen:
Xxxxx & Xxxx Distributors L.P. ("R&T") serves as distributor of the
U.S. Government Fund and Municipal Money Market Fund (the "Funds"), series of
Cortland Trust, Inc., a Maryland corporation (the "Trust"). The Trust is a
diversified open-end investment company registered under the Investment Company
Act of 1940, as amended (the "Investment Company Act"). Each Fund offers a class
of shares of the Fund, $.001 par value, to the public in accordance with the
terms and conditions contained in a separate Prospectus and Statement of
Additional Information (the "SAI") of the Trust. The separate Prospectus and SAI
pertain to the X.X. Xxxxxxxx classes of the Funds ("X.X. Xxxxxxxx Shares")
offered to the public through X.X. Xxxxxxxx ("JCB") and through securities
dealers who have a dealer agreement with JCB (the "Dealers"). Xxxxx & Xxxx Asset
Management L.P. (the "Manager") serves as manager for the Funds. The terms
"Prospectus" and "SAI" as used herein refer to the separate prospectus or
statement of additional information on file with the Securities and Exchange
Commission which is part of the most recent registration statement effective
from time to time under the Securities Act of 1933, as amended (the "Securities
Act").
In connection with the offering of X.X. Xxxxxxxx Shares to the public,
JCB may place or facilitate the placement of orders for purchase and redemption
of X.X. Xxxxxxxx Shares for and on behalf of customers of JCB or the Dealers on
the following terms and conditions:
1. JCB and the Dealers are hereby authorized to (i) place orders
through R&T for purchases of X.X. Xxxxxxxx Shares and (ii) tender X.X. Xxxxxxxx
Shares through R&T for redemption, in each case subject to the terms and
conditions set forth in the Prospectus and SAI.
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2. No person is authorized to make any representations concerning the
Funds or the X.X. Xxxxxxxx Shares except those contained in the Prospectus and
SAI and in such printed information as R&T may subsequently prepare. No person
is authorized to distribute any sales material relating to the Funds without the
prior written approval of R&T.
3. JCB agrees to undertake from time to time certain shareholder
servicing activities for customers of JCB and certain customers of
broker-dealers who have dealer agreements with JCB (the "Customers") who have
purchased X.X. Xxxxxxxx Shares and who use JCB's facilities to communicate with
the Funds or to effect redemptions or additional purchases of the X.X. Xxxxxxxx
Shares. In consideration of the services and facilities provided by JCB
hereunder, the Funds and R&T will pay to JCB the fee set forth in the attached
Schedule based upon the average daily net asset value of the X.X. Xxxxxxxx
Shares held from time to time by or on behalf of the Customers (the "Customers'
Fund Shares"). The fee for such services will be computed daily and payable
monthly. For purposes of determining the fees payable under this computation,
the average daily net asset value of the Customers' Fund Shares will be computed
in the manner specified in the Fund's registration statement (as the same is in
effect from time to time) in connection with the computation of the net asset
value of X.X. Xxxxxxxx Shares for purposes of purchases and redemptions. R&T or
the Trust may, in its discretion and without notice, suspend or withdraw the
sale of X.X. Xxxxxxxx Shares, including the sale of such X.X. Xxxxxxxx Shares to
JCB for the account of any customer or customers. R&T represents to JCB that
this Agreement and the payment of such service fee by R&T and the Funds has been
authorized and approved by the Trust.
4. JCB agrees that it will cause the Dealers to comply and JCB itself
will comply with the provisions contained in the Securities Act governing the
distribution of Prospectuses to persons to whom JCB or the Dealers offer X.X.
Xxxxxxxx Shares, and, if requested, will deliver SAI's. JCB further agrees that
it or the Dealers will deliver, upon request, copies of any amended Prospectus
(and SAI) to Customers whose X.X. Xxxxxxxx Shares JCB or any Dealer is holding
as record owner and to deliver to such Customers copies of the annual and
interim financial reports and proxy solicitation materials of the Funds. R&T
agrees to furnish to JCB and the Dealers as many copies of the Prospectus and
SAI, annual and interim financial reports and proxy solicitation materials as
you may reasonably request.
5. JCB represents that it and the Dealers are members in good standing
of the National Association of Securities Dealers, Inc. JCB agrees that neither
JCB nor any Dealer will offer X.X. Xxxxxxxx Shares to persons in any
jurisdiction in which JCB or any such Dealer may not lawfully make such offer
due to the fact that JCB or any such Dealer has not registered under, or is not
exempt from, the applicable registration or licensing requirements of such
jurisdiction.
6. The Funds have registered an indefinite number of X.X. Xxxxxxxx
Shares under the Securities Act. Upon application, R&T will inform JCB as to the
states or other jurisdictions in which R&T believes the X.X. Xxxxxxxx Shares
have been qualified for sale under, or are exempt from the requirements of, the
respective securities laws of such states, but R&T shall assume no
responsibility or obligation as to JCB's right to sell X.X. Xxxxxxxx Shares in
any jurisdiction.
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7. The Trust shall have full authority to take such action as it deems
advisable in respect of all matters pertaining to the offering of the X.X.
Xxxxxxxx Shares, including the right in its discretion, without notice, to
suspend sales or withdraw the offering of X.X. Xxxxxxxx Shares entirely.
8. JCB understands and agrees that JCB and each Dealer, and not R&T,
the Manager or the Funds, shall be responsible for obtaining and maintaining
taxpayer certifications under applicable law, including the satisfaction of any
penalties imposed for failure to obtain and maintain such information under and
in accordance with applicable law with respect to accounts established by JCB or
any Dealer. JCB also agrees that it will (i) maintain all records required by
law relating to transactions in X.X. Xxxxxxxx Shares and, upon request by the
Funds, promptly make such of these records available to the Funds as the Trust
may reasonably request in connection with its operations; and (ii) promptly
notify R&T if you experience any difficulty in maintaining the records described
in the foregoing clauses in an accurate and complete manner.
9. R&T and the Trust shall be under no liability to JCB or the Dealers
except for lack of good faith and for obligations expressly assumed by them
hereunder. In carrying out JCB's obligations, JCB agrees to act in good faith
and without negligence. Nothing contained in this agreement is intended to
operate as a waiver by R&T, the Manager and the Trust or JCB of compliance with
any provision of the Investment Company Act of 1940, as amended (the "1940
Act"), the Securities Act, the Securities Exchange Act of 1934, as amended, or
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder.
10. This Agreement may be terminated for cause on violation of any of
the provisions of this Agreement by either party, without penalty upon ten (10)
days' written notice to the other party and shall automatically terminate in the
event of its assignment, as defined in the 1940 Act. This Agreement may also be
terminated at any time for any reason or no reason without penalty by the vote
of a majority of the members of the Board of Directors of the Trust who are not
"interested persons" (as such phrase is defined in the 0000 Xxx) and have no
direct or indirect financial interest in the operation of the plan of
distribution with respect to a class of the X.X. Xxxxxxxx Shares and any related
agreement, or by the vote of a majority of the outstanding voting securities of
a class of the X.X. Xxxxxxxx Shares.
11. All communication to us should be sent to:
Xxxxx & Tang Distributors L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Any notice to you shall be duly given if mailed or telegraphed to you
at the following address:
X.X. Xxxxxxxx
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If the foregoing is in accordance with JCB's understanding, please sign
and return to R&T a copy of this Agreement.
XXXXX & TANG DISTRIBUTORS L.P.
By: Xxxxx & Xxxx Asset Management, Inc.,
General Partner
By____________________________________________
Confirmed and accepted as of ___________________:
X.X. XXXXXXXX
By: ______________________________
(Authorized Signature)
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SCHEDULE
PRIMARY DEALER AGREEMENT
X.X. XXXXXXXX SHARES
For providing the services described in the Primary Dealer Agreement,
R&T and the Funds will pay to you monthly fees at the annual rate, in the
aggregate, of __% of the average daily net asset value of the X.X. Xxxxxxxx
Shares classes of the Funds.
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