SUB-ACCOUNTING AND ADMINISTRATION AGREEMENT
CORTLAND TRUST, INC. -
CORTLAND GENERAL MONEY MARKET FUND
(the "Fund")
This agreement (the "Agreement") is made as of May 25, 2006, between ▇▇▇▇▇
& ▇▇▇▇ Distributors, Inc. ("▇▇▇▇▇ & Tang") and the Cortland Trust, Inc. -
Cortland General Money Market Fund with respect to the Fund's Short Term Fund
General Shares ("Short Term Shares").
WHEREAS, the Fund is an open-end registered investment company;
WHEREAS, ▇▇▇▇▇ & ▇▇▇▇ is the principal underwriter for the Fund;
WHEREAS, ▇▇▇▇▇ & Tang had since September 5, 2002 provided certain
sub-accounting and administrative services for the Short Term Shares of the
Fund; and
WHEREAS, ▇▇▇▇▇ & ▇▇▇▇ agrees to continue to provide these services for the
Short Term Sharers Shares of the Fund, subject to the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties hereby agree as follows:
1. SERVICES.
(a) ▇▇▇▇▇ & Tang hereby agrees to perform certain sub-accounting and
administrative services for the Fund's Short Term Shares including, but not
limited, to the following:
A. Aggregate and process orders for the purchase, exchange,
and/or redemption of shares.
B. Provide beneficial owners with statements showing their
positions in the Fund.
C. Process dividend payments.
D. Make changes to shareholder records, including, but not
limited to, addressing changes in dividend plans (e.g.,
automatic investment, dividend reinvestment).
E. Provide shareholder account information upon request and
prepare and mail confirmations and statements of account to
shareholders for all purchases, redemptions and other
confirmable transactions as agreed upon with the Fund.
F. Forward shareholder communications, such as proxies,
shareholder reports, dividend and tax monies and updating
prospectuses to beneficial owners.
The parties agree and acknowledge that the services to be
performed under this Agreement are non-distribution services and are not
intended to be performed nor will they be performed in order to result in the
sale of Fund shares, nor are such services intended to be covered by the term
"service fee" as defined in the NASD Conduct Rules.
(b) Each party acknowledges that ▇▇▇▇▇ & ▇▇▇▇ may in its sole discretion,
from time to time, employ, appoint, subcontract with or otherwise associate
itself, entirely at its expense, such persons as ▇▇▇▇▇ & Tang believes to be
particularly fitted to perform, or assist in its performance of, its duties
under this Agreement, including financial intermediaries whose customers are the
beneficial owners of Short Term Shares of the Fund; provided, however, that such
actions will not relieve ▇▇▇▇▇ & ▇▇▇▇ of any of its obligations or liabilities
hereunder.
2. FEES. For providing the services set forth in this Agreement, the Fund
will pay ▇▇▇▇▇ & Tang a sub-accounting fee of up to 0.10% per annum of the
average daily net assets of the Fund's Short Term Shares. This fee will be
accrued by the Fund daily, and will be payable monthly.
3. REPRESENTATIONS OF ▇▇▇▇▇ & ▇▇▇▇. ▇▇▇▇▇ & ▇▇▇▇ represents and warrants to
the Fund that:
▇. ▇▇▇▇▇ & Tang is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement, and to perform its obligations
hereunder; and
B. This Agreement has been duly authorized, executed and
delivered by ▇▇▇▇▇ & ▇▇▇▇, constitutes a valid and legally
binding obligation of ▇▇▇▇▇ & Tang, enforceable in
accordance with its terms, and there is no statute,
regulation, rule, order or judgment binding on it, and no
provision of its charter or by-laws, nor of any mortgage,
indenture, credit agreement or other contract binding on it
or affecting its property, which would prohibit its
execution or performance of this Agreement; and
C. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
4. Representations of the Fund. The Fund represents and warrants to ▇▇▇▇▇ &
▇▇▇▇ that:
A. The Fund is duly organized and existing under the laws of
the jurisdiction of its organization, with full power to
carry on its business as now conducted, to enter into this
Agreement, and to perform its obligations hereunder; and
B. This Agreement has been duly authorized, executed and
delivered by the Fund, approved by a resolution of its
board, constitutes a valid and legally binding obligation of
the Fund, enforceable in accordance with its terms, and
there is no statute, regulation, rule, order or judgment
binding on it, and no provision of its charter or by-laws,
nor of any mortgage, indenture, credit agreement or other
contract binding on it or affecting its property, which
would prohibit its execution or performance of this
Agreement.
5. CONFIDENTIALITY. Except as otherwise provided under this Agreement, all
notifications, reports, books, records, data and other information supplied by
one party to the other in connection with this Agreement shall remain the
property of the party supplying such information and, except as otherwise
provided hereunder, shall be kept confidential by the other party; provided,
however, that copies of any such information may be retained by a party to the
extent required by applicable law, court order, or the reasonable internal
polices of a party.
6. LIABILITY AND INDEMNIFICATION. ▇▇▇▇▇ & Tang shall be under no liability
to the Fund except for any obligations expressly assumed by ▇▇▇▇▇ & ▇▇▇▇
hereunder. The parties (as the case may be, each an "Indemnifying Party") agree
to and will indemnify and hold the others (in each case, the "Indemnified
Party") harmless from and against any and all direct and indirect claims,
damages, losses, liabilities, or expenses (including without limitation
reasonable attorneys' fees) resulting from (a) any breach by the Indemnifying
Party of any representation, warranty or agreement contained in this Agreement,
or (b) the willful misconduct or negligence, as measured by industry standards,
of the Indemnifying Party, its officers, employees or agents, in the performance
of, or failure to perform, its obligations under this Agreement, provided,
however, that the Indemnifying Party will not be liable for indemnification
hereunder to the extent that any claim, damage, loss, liability, or expense
results from a breach of this Agreement by an Indemnified Party or the willful
misconduct or negligence, as measured by industry standards, of an Indemnified
Party, its officers, employees or agents. The provisions of this paragraph 6
shall survive termination of this Agreement.
7. INDEPENDENT CONTRACTOR. The parties agree that neither party is acting
in the capacity of an agent for the other under this Agreement. This
relationship is that of an
independent contractor, and the parties shall not be deemed to be partners or
joint venturers. Neither party shall have the authority to make representations,
commitments, or contracts on behalf of the other and neither party will hold
itself out as possessing such authority. Neither party will make, publish or
distribute any advertisement or marketing material utilizing the name,
trademarks, logos, service marks, trade names or abbreviations of the other
without such party's written consent.
8. NOTICES. All notices required by this Agreement shall be in writing and
delivered personally or sent by first class mail unless otherwise agreed. All
such notices and other communications shall be made:
if to ▇▇▇▇▇ & Tang:
▇▇▇▇▇ & ▇▇▇▇ Distributors, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
if to Fund:
Cortland Trust, Inc. - Cortland
General Money Market Fund
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
CC: ▇▇▇▇▇▇ ▇▇▇▇▇ Naftalis& ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
9. NONEXCLUSIVITY. Each party acknowledges that the other may enter into
agreements similar to this Agreement with other parties for the performance of
services similar to those to be provided under this Agreement, unless otherwise
agreed to in writing by the parties.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties as to the subject matter hereof, and supersedes, as of the
date hereof, any and all agreements, representations and warranties, written or
oral, regarding such subject matter made prior to the time at which this
Agreement has been executed and delivered by ▇▇▇▇▇ & Tang and the Fund.
11. NO WAIVER. The failure of either party to insist upon exercising any
right under this Agreement shall not to any extent preclude such party from
asserting or relying upon such right in any other instance.
12. AMENDMENT. This Agreement may be amended only by a writing executed by
each party hereto that is to be bound by such amendment.
13. GOVERNING LAW. This Agreement shall be governed by and interpreted
under the laws of the State of New York.
14. TERMINATION. This Agreement may be terminated at any time by either
party hereto upon sixty (60) days' prior written notice to the other party
hereto; provided, however, that this Agreement will terminate automatically in
the event ▇▇▇▇▇ & ▇▇▇▇ is no longer the principal underwriter of the Fund.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
▇▇▇▇▇ & TANG DISTRIBUTORS, INC. CORTLAND TRUST, INC. - CORTLAND
GENERAL MONEY MARKET FUND
By: By:
/s/▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President & Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer Title: Secretary
