DISTRIBUTION AGREEMENT
BETWEEN
RESERVE SPECIAL PORTFOLIOS TRUST
AND
RESRV PARTNERS, INC.
Date: JUNE 22, 1993
Resrv Partners, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs:
Reserve Special Portfolios Trust (the "Trust"), a Delaware business trust,
is registered as an investment company under the investment Company Act of 1940,
as amended, (the "Act") and an indefinite number of shares of beneficial
interest have been registered under the Securities Act of 1933 to be offered for
sale to the public in accordance with the terms and conditions set forth in the
Prospectus and Statement of Additional Information included in such Registration
Statement as they may be amended from time to time.
In this connection, the Trust desires that you act as a Principal
Underwriter of the Trust for the sale and distribution of shares which have been
registered as described above and any additional shares which may be registered
during the term of this Agreement.
1. The Trust hereby appoints you as a Distributor for the sale of its
shares pursuant to the aforesaid continuous public offering. In this capacity,
you will have the right to enter into selected dealer agreements in a form
approved by the Trust with brokers of your choice for the sale of Trust shares
or for Trust distribution assistance. Within the United States, you may enter
into selected dealer agreements with brokers who are members in good standing
with the National Association of Securities Dealers, Inc. (the "NASD") using
either (a) a dealer agreement provided by the Trust of (b) your dealer agreement
provided it has been approved prior to first use by the Trust. With respect to
non-U.S. brokers, you may only enter into selected dealer agreements with those
who agree to abide by the rules and regulations of the NASD. You will require
each broker to conform to the provisions hereof and the Registration Statement
(and Prospectus) at the time in effect under the Securities Act of 1933 with
respect to the offering price of the Trust's shares.
2. You hereby accept such appointment and agree to use your best efforts to
sell such shares and to form such a group, provided, however, that when
requested by the Trust at any time because of market or other economic
considerations or abnormal circumstances of any kind, you will suspend such
efforts. The Trust may also withdraw the offering of its shares at any time when
required by the provisions of any statue, order, rule or regulation of any
Governmental body having jurisdiction. It is understood that you do not
undertake to sell all or any specific portion of the shares of the Trust.
3. The shares shall be sold by you at the current public offering price in
the effect which may or may not include a sales charge. Certain investors may
purchase shares at net asset value as set forth in the effective Prospectus.
4. As a Principal Underwriter, you shall have the right to accept or reject
orders for the purchase of Trust shares. Any purchase payment which you may
receive in connection with a rejected purchase order will be returned promptly
to the payor or originating broker. The Trust agrees promptly to issue
confirmation on your behalf for all purchase orders accepted by the Trust and to
retain a copy of such confirmations for you as included in the shareholder
ledger.
5. Notwithstanding any other provision hereof, the Trust may terminate,
suspend or withdraw the offering of shares whenever, in its sole discretion, it
deems such action to be desirable.
6. The Trust has delivered to you a copy of its current Prospectus and
Statement of Additional Information. It agrees that it will use its best efforts
to continue the effectiveness of the Registration Statement under the Securities
Act of 1933, the Act and applicable state securities laws. The Trust further
agrees to prepare and file any amendment to its Registration Statement as may be
necessary and any supplemental data in order to comply with the Securities Act
of 1933, the Act and applicable state securities laws. The Trust will furnish
you with a reasonable number of copies of the Prospectus and Statement of
Additional Information, as amended, for use in connection with the sale of Trust
shares.
7. You agree that:
(a) You will furnish to the Trust any pertinent information required to be
inserted with respect to you as a Principal Underwriter within the meaning of
the Securities Act of 1933 in any reports or registration required to be filed
with any Government authority; and
(b) You will not give any information or make any representations other
than as contained in the Registration Statement, Prospectus or Statement of
Additional Information filed under the Securities Act of 1933, the Act or
applicable state securities laws, as in effect from time to time, or in any
supplemental sales provided by the Trust's investment adviser to use in
connection with the sales of shares.
8. (a) You shall comply with all applicable provisions of the Act, the
Securities Act of 1933 and all other federal an state laws, rules and
regulations governing the issuance and sale of Trust shares and shall indemnify
and save harmless the Trust from any damage on account of any wrongful act by
you or any employees, representatives or agents.
(b) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on your part, the Trust
and Reserve Management Company, Inc. agree to indemnity you against any and all
claims, demands, liabilities and expenses which you may incur under the
Securities Act of 1933, applicable state securities laws, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or Prospectus of the
Trust, or any omission to state a material fact therein, the omission of which
makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with information furnished
to the Trust in connection therewith by you.
(c) You agree to indemnify the Trust and Reserve Management Company, Inc.
against any and all claims, demands, liabilities and expenses which the Trust
may incur under the Securities Act of 1933, applicable state securities laws, or
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in any registration statement or
Prospectus of the Trust, or
any omission to state a material fact therein if such statement or omission
was made in reliance upon, and in conformity with information furnished to
the Trust in connection therewith by you.
9. The expenses of any registration of the Trust's shares under the
Securities Act of 1933 or of any state shall be paid by the Trust.
10. You will be subject at all times to the policies and control of the
Trust's Board of Trustees.
11. Your services to the Trust are not to be deemed to be exclusive, and
you shall be free to render underwriting and distribution or other services to
others (including other investment companies) and to engage in other activities,
so long as your services under this Agreement are not impaired thereby.
12. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Act.
13. This Agreement may be terminated at any time without payment of any
penalty by a majority of the "non-interested trustees" or by vote of a majority
of the outstanding voting securities of the Trust as defined in the Plan (on not
more than 60 days' written notice to you at your principal place of business).
You, on not more than 60 days' written notice addressed to the Trust at its
principal place of business, may terminate this Agreement.
14. This Agreement shall remain in effect for one year from its effective
date and may be continued thereafter if approved at least annually by the vote
of a majority of the trustees of the Trust, including a majority of the
"non-interested trustees", cast in person at a meeting called for the purpose of
voting on such Agreement.
15. You understand and agree that the obligations of the Trust under the
Agreement are not binding upon any shareholder of the Trust personally, but bind
only the Trust and Trust's property. You represent that you have notice of the
provisions of the Declaration of Trust disclaiming shareholder liability for
acts or obligations of the Trust.
16. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage prepared, to the other party at such address as
such other party may designate for receipt of such notice.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
RESERVE SPECIAL PORTFOLIOS TRUST
By: __________________________________
Accepted:
RESRV PARTNERS, INC.
By: ____________________________________
Title: ___________________________________
