FORM OF SHAREHOLDER SERVICING AGREEMENT
CORTLAND TRUST, INC. ("we")
Cortland General Money Market Fund
(the "Fund")
money market Xpress fund Shares
(the "Xpress Shares")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
, 2004
Xxxxx & Xxxx Distributors, Inc. ("you")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Shareholder Service Plan adopted
by us (the "Plan")"", to provide the services listed below on behalf of the
Xpress Shares. You will perform, or arrange for Spears, Leeds & Xxxxxx ("SLK")
to perform, all personal shareholder servicing and related maintenance of
shareholder account functions to holders of Xpress Shares ("Shareholder
Services") not performed by us or our transfer agent, including the services
specified on Schedule A hereto.
2. You will be responsible for the payment of all expenses incurred in
rendering Shareholder Services.
3. You may make payments from time to time from your own resources,
including the fees payable hereunder and past profits, to compensate SLK for
providing Shareholder Services. You will, in your sole discretion, determine the
amount of any payments that you make pursuant to this Agreement, provided,
however, that no such payment will increase the amount that the Fund, on behalf
of the Xpress Shares, is required to pay either to you under this Agreement or
the Distribution Agreement or to Xxxxx & Tang Asset Management, LLC (the
"Manager"), the Fund's manager, under the Investment Management Contract, or
otherwise.
4. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
5. In consideration of your performance, the Fund, on behalf of the Xpress
Shares, will pay you a service fee, as defined by Rule 2830 of the Conduct Rules
of the National Association of Securities Dealers, Inc., at the annual rate of
one quarter of one percent (0.25%) of the Fund's Xpress Shares' average daily
net assets. Your fee will be accrued by us daily, and will be payable on the
last day of each calendar month for services performed hereunder during that
month, or on such other schedule as you shall request of us in writing. You may
waive your right to any fee to which you are entitled hereunder, provided such
waiver is delivered to us in writing.
6. This Agreement will become effective on the date of your acceptance
hereof and shall continue in effect until _________, 2005, and thereafter for
successive twelve-month periods, provided that such continuation is specifically
approved at least annually by vote of our Board of Directors (the "Board") and
of a majority of those of our Directors who are not interested persons (as
defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of
the Fund (the "Independent Directors") and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time, without the payment of any
penalty, (a) by us on sixty days' written notice to you (i) by vote of a
majority of the entire Board, and by a vote of a majority of the Independent
Directors who have no direct or indirect financial interest in the operation of
the Plan or in any agreement related to the Plan, or (ii) by vote of a majority
of the outstanding voting securities of the Fund's Xpress Shares, as defined in
the 1940 Act, or (b) by you on sixty days' written notice to us.
7. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you and this Agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and in applicable
rules or regulations of the Securities and Exchange Commission thereunder.
8. Except to the extent necessary to perform your obligations hereunder,
nothing herein shall be deemed to limit or restrict your right, the right of any
of your employees, officers or directors, who may also be a Director, officer or
employee of ours, or of a person affiliated, as defined in the 1940 Act, with
us, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to another corporation,
firm, individual or association.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
CORTLAND TRUST, INC.
Cortland General Money Market Fund
money market Xpress fund Shares
By: ________________________________
Name: ___________________________
Title: ____________________________
ACCEPTED: , 2004
XXXXX & XXXX DISTRIBUTORS, INC.
By: ________________________________
Name: ___________________________
Title: ____________________________
Schedule A
Services to be Performed
Omnibus Fund Account
1. Maintain customer account detail for Fund shares held as agent for
customers.
2. Issue and deliver periodic statements to customers.
3. Break down daily dividend accruals and apply them to customer account
records.
4. Receive, break down and pay or, at customers' direction, consolidate and
reinvest customer dividends on monthly payment date.
5. Consolidate and remit to the Fund customer monies associated with their
purchase of Fund shares.
6. Receive from the Fund, break down and remit to customer monies associated
with their redemptions of Fund shares.
7. Maintain all proof procedures between customer sub-accounts and the central
account with the Fund.
8. Perform all special mailings to customers required by the Fund, such as
annual prospectuses mailings, proxy solicitations, and semi-annual and
annual reports.
9. Perform all customer service functions for the Fund, including responding
to telephone inquiries and requests.
10. Fill all customer requests for prospectuses.
11. Receive and process customer registration forms.
12. Retain records regarding the services to be performed, as required by law
and regulations.
13. Transmit to customers and governmental authorities all IRS reporting.
