TRANSFER AND DIVIDEND DISBURSING AGREEMENT
AMONG
RESERVE MUNICIPAL MONEY-MARKET TRUST, AND
RESERVE MANAGEMENT COMPANY, INC., AND
RESERVE MANAGEMENT CORPORATION
TABLE OF COANTENTS
PAGE
ARTICLE 1 Terms of Appointment; Duties of RMC 1
ARTICLE 2 Fees and Expenses 3
ARTICLE 3 Representations and Warranties of RMC 3
ARTICLE 4 Representations and Warranties of the Trust 4
ARTICLE 5 Duty of Care and Indemnification 4
ARTICLE 6 Documents and Covenants of the Trust and RMC 6
ARTICLE 7 Duration and Termination of Agreement 7
ARTICLE 8 Assignment 7
ARTICLE 9 Affiliations 8
ARTICLE 10 Amendment 8
ARTICLE 11 Applicable Law 8
ARTICLE 12 Miscellaneous 8
ARTICLE 13 Merger of Agreement 9
ARTICLE 14 Personal Liability 9
-i-
TRANSFER AND DIVIDEND DISBURSING AGREEMENT
This AGREEMENT ("Agreement"), dated as of the __ day of ______________,
______, made and entered into by and among the RESERVE MUNICIPAL MONEY-MARKET
TRUST, a Massachusetts business trust (the "Trust"), on behalf of each of its
Series listed on Schedule A, as it may be amended from time to time (each a
"Fund" and, collectively, the "Funds"), RESERVE MANAGEMENT COMPANY, INC.
("RMCI"), a New Jersey corporation having its principal place of business in New
York, and RESERVE MANAGEMENT CORPORATION ("RMC"), a New Jersey corporation
having its principal place of business in New York.
WHEREAS, RMCI serves as the Investment Manager of each Fund pursuant to an
Investment Management Agreement with each Fund which provides that, in exchange
for a comprehensive management fee, RMCI will bear all ordinary operating
expenses of each Fund;
WHEREAS, the Trust desires to appoint RMC as the transfer agent, dividend
disbursing agent and shareholder servicing agent of each Fund and RMC desires to
accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF RMC.
1.1. Subject to the terms and conditions set forth in this
Agreement, the Trust hereby employs and appoints RMC to act as, and RMC agrees
to act as, the transfer agent for each series and class of shares of the Fund,
whether now or hereafter authorized or issued ("Shares"), dividend disbursing
agent and shareholder servicing agent in connection with any accumulation,
open-account or similar plans provided to the holders of such Shares
("Shareholders"), as set out in the current effective prospectus and statement
of additional information ("Prospectus") of the Fund, including without
limitation any periodic investment plan or periodic withdrawal program.
1.2. RMC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Trust and RMC, RMC shall:
(i) Receive for acceptance orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to the custodian
of the assets of each Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and issue certificates therefor or hold such Shares in book form in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions, and deliver the appropriate documentation therefor to the Custodian;
(iv) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(v) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and
distributions declared by a Fund;
(vii) Calculate any sales charges payable by a Shareholder on
purchases and/or redemptions of Shares of each Fund, as such charges may be
reflected in the Prospectus;
(viii) Maintain records of account for and advise each Fund and
its Shareholders as to the foregoing; and
(ix) Record the issuance of Shares of each Fund and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as
amended ("1934 Act"), a record of the total number of Shares of each Fund which
are authorized, based upon data provided to it by each Fund, and issued and
outstanding. RMC shall also provide to each Fund on a regular basis the total
number of Shares that are authorized, issued and outstanding and shall notify
each Fund in case any proposed issue of Shares by the Fund would result in an
overissue. In case any issue of Shares would result in an overissue, RMC shall
refuse to issue such Shares and shall not countersign and issue any certificates
requested for such Shares. When recording the issuance of Shares, RMC shall have
no obligation to take cognizance of any Blue Sky laws relating to the issue or
sale of such Shares, which functions shall be the sole responsibility of the
Fund.
(b) In addition to, and not in lieu of, the services set forth in
the above paragraph (a), RMC shall:
(i) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, shareholder servicing agent in
connection with any dividend reinvestment, accumulation, open-account or similar
plans (including without limitation any periodic investment plan or periodic
withdrawal program), as set out in the currently effective Prospectus of each
Fund, including but not limited to, maintaining all Shareholder accounts,
preparing Shareholder meeting lists, withholding taxes on U.S. resident and
non-resident alien accounts, and preparing and filing appropriate forms required
with respect to dividends and distributions by federal tax authorities for all
Shareholders;
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(ii) Open any and all bank accounts which may be necessary or
appropriate in order to provide the foregoing services; and
(iii) Provide a system that will enable each Fund to monitor the
total number of Shares sold in each State or other jurisdiction.
(c) In addition, each the Fund shall:
(i) Identify to RMC in writing those transactions and assets to
be treated as exempt from Blue Sky reporting for each State; and
(ii) Verify the inclusion on the system prior to activation of
each State in which Fund shares may be sold and thereafter monitor the daily
purchases and sales for shareholders in each State. The responsibility of RMC
for each Fund's status under the securities laws of any State or other
jurisdiction is limited to the inclusion on the system of each State as to which
the Fund has informed RMC that shares may be sold in compliance with state
securities laws and the reporting of purchases and sales in each such State to
the Fund as provided above and as agreed from time to time by the Fund and RMC.
(d) RMC shall provide such additional services and functions not
specifically described herein as may be mutually agreed between RMC and a Fund.
Procedures applicable to such services may be established from time to time by
agreement between the Fund and RMC.
ARTICLE 2. FEES AND EXPENSES.
2.1. For performance by RMC pursuant to this Agreement, RMCI
agrees to pay RMC for out-of-pocket expenses in connection with the services
rendered by RMC hereunder. In addition, any other expenses incurred by RMC at
the request of the Fund or with the consent of RMCI will be reimbursed by RMCI.
2.2. RMCI agrees to pay all reimbursable expenses within a
reasonable period of time following the mailing of the respective billing
notice. Postage for mailing of dividends or other mailings to all Shareholders
accounts shall be advanced to RMC by RMCI upon request prior to the mailing date
of such materials.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF RMC.
RMC represents and warrants to the Trust that:
3.1. It is and will remain registered with the U.S. Securities
and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements
of Section 17A of the 1934 Act.
3.2. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
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3.3. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.4. It has and will continue to have access to the necessary
facilities, equipment and personnel to Perform its, duties and obligations under
this Agreement.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST.
The Trust represents and warrants to RMC that:
4.1. It is a trust duly organized and existing and in good
standing under the laws of Massachusetts.
4.2. It is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform this Agreement.
4.3. All corporate proceedings necessary to authorize it to enter
into and perform this Agreement have been taken.
4.4. It is an investment company registered with the SEC under
the Investment Company Act of 1940, as amended (the "1940 Act"), or it is to be
so registered as soon as practicable.
4.5. A registration statement under the Securities Act of 1933,
as amended (the "1933 Act"), is currently effective, or is to be effective as
soon as practicable, and will remain effective, and appropriate state securities
law filings have been made, or are to be made as soon as practicable, and will
continue to be made, with respect to all Shares of the Funds being offered for
sale.
ARTICLE 5. DUTY OF CARE AND INDEMNIFICATION.
5.1. RMC shall not be responsible for, and the Trust shall
indemnify and hold RMC harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of RMC or its agents or subcontractors required
to be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without gross negligence, willful misconduct or reckless
disregard of any duty imposed under this Agreement.
(b) The Trust's or any Fund's refusal or failure to comply with
the terms of this Agreement, or which arise out of the Trust's or any Fund's
lack of good faith, gross negligence, willful misconduct or reckless disregard
of any duty imposed under this Agreement or which arise out of breach of any
representation or warranty of the Trust hereunder.
(c) The reliance on or use by RMC or its agents or
sub-contractors of information, records and documents which (i) are received by
RMC or its agents or sub-
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contractors and furnished to it by or on behalf of any Fund, and (ii) have been
prepared and/or maintained by any Fund or any other person or firm on behalf of
the Fund.
(d) The reliance on, or the carrying out by RMC or its agents or
sub-contractors of, any instructions or requests of any Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities or Blue Sky
laws of any State or other jurisdiction that notice of offering of such Shares
in such State or other jurisdiction or in violation of any stop order or other
determination or ruling by any federal agency or any State or other jurisdiction
with respect to the offer or sale of such Shares in such State or other
jurisdiction.
5.2. RMC shall indemnify and hold the Trust and each Fund
harmless from or against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or attributable to any
action or failure or omission to act by RMC as a result of the lack of good
faith, gross negligence or willful misconduct of RMC, its officers, employees or
agents or the reckless disregard of any duty imposed under this Agreement by
RMC, its officers, employees or agents.
5.3. At any time, RMC may apply to any officer of the Trust for
instructions, and may consult with legal counsel to the Trust, with respect to
any matter arising in connection with the services to be performed by RMC under
this Agreement, and RMC and its agents or sub-contractors shall not be liable
and shall be indemnified by the Trust for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. RMC, its
agents and sub-contractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Trust, reasonably believed to
be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to RMC or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Trust. RMC, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signature of the officers of the
Trust, and the proper countersignature of any co-transfer agent or co-registrar.
5.4. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
5.5. Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
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5.6. In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 6. DOCUMENTS AND COVENANTS OF THE TRUST AND RMC.
6.1. The Trust shall promptly furnish to RMC the following:
(i) A certified copy of the resolution of the Board of Trustees
of the Trust authorizing the appointment of RMC and the execution and delivery
of this Agreement;
(ii) A certified copy of the Declaration of Trust and By-Laws of
the Trust and all amendments thereto;
(iii) Certified copies of each vote of the Board of Trustees
designating persons authorized to give instructions on behalf of the Trust and
signature cards bearing the signature of any officer of the Trust or any other
person authorized to sign written instructions on behalf of the Trust;
(iv) A specimen of the certificate(s) for Shares of the Trust in
the form approved by the Board of Trustees, if any, with a certificate of the
Secretary of the Trust as to such approval;
(a) The current registration statements and any amendments and
supplements thereto filed with the SEC pursuant to the requirements of the 1933
Act or the 1940 Act; and
(b) All account application forms or other documents relating to
Shareholder accounts and/or relating to any plan, program or service offered or
to be offered by the Trust.
6.2. RMC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Trust for safekeeping of Share
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
6.3. RMC shall prepare and keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable and
as required by applicable laws and regulations. To the extent required by
Section 31 of the 1940 Act, and the rules and regulations thereunder, RMC agrees
that all such records prepared or maintained by RMC relating to the services
performed by RMC hereunder are the property of the Trust and will be preserved,
maintained and made available in accordance with such Section 31 of the 1940
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Act, and the rules and regulations thereunder, and will be surrendered promptly
to the Trust on and in accordance with its request.
6.4. In case of any request or demands for the inspection of the
Shareholder records of the Trust, RMC will endeavor to notify the Trust and to
secure instructions from an authorized officer of the Trust as to such
inspection. RMC reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person.
ARTICLE 7. DURATION AND TERMINATION OF AGREEMENT.
7.1. This Agreement shall remain in full force and effect
until __________, 2001 and from year-to-year thereafter unless terminated by
either party as provided in Section 7.2 hereof.
7.2. This Agreement may be terminated by the Fund on 60 days'
written notice, and by RMC on 90 days' written notice, to the other party
without payment of any penalty.
7.3. Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and other
materials will be borne by the Trust. Additionally, RMC reserves the right to
charge for any other reasonable fees and expenses associated with such
termination.
ARTICLE 8. ASSIGNMENT.
8.1. Except as provided in Section 8.3 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
8.2. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
8.3. RMC may, in its sole discretion and without further consent
by the Trust, sub-contract, in whole or in part, for the performance of its
obligations and duties hereunder with any person or entity including but not
limited to companies which are affiliated with RMC; provided, however, that such
person or entity has and maintains the qualifications, if any, required to
perform such obligations and duties, and that RMC shall be as fully responsible
to the Trust for the acts and omissions of any agent or subcontractor as it is
for its own acts or omissions under this Agreement.
ARTICLE 9. AFFILIATIONS.
9.1. RMC may now or hereafter, without the consent of or notice
to the Trust, function as transfer agent and/or shareholder servicing agent for
any other investment company
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registered with the SEC under the 1940 Act and for any other issuer, including
without limitation any investment company whose adviser, administrator, sponsor
or principal underwriter is or may become affiliated with or any of The Reserve
Funds and/or RMCI, or any of their direct or indirect subsidiaries or
affiliates.
9.2. It is understood and agreed that the Trustees, officers,
employees, agents and shareholders of the Trust, and the directors, officers,
employees, agents and shareholders of the Trust's investment adviser and/or
distributor, are or may also serve as directors, officers, employees, agents and
shareholders or otherwise of RMC, and that the directors, officers, employees,
agents and shareholders of RMC may also be Trustees, officers, employees, agents
and shareholders or otherwise of the Trust, or directors, officers, employees,
agents and shareholders or otherwise of the investment adviser and/or
distributor.
ARTICLE 10. AMENDMENT.
10.1. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Trust.
ARTICLE 11. APPLICABLE LAW.
11.1. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.
ARTICLE 12. MISCELLANEOUS.
12.1. In the event of an alleged loss or destruction of any Share
certificate, no new certificate shall be issued in lieu thereof, unless there
shall first be furnished to RMC an affidavit of loss or non-receipt by the
holder of Shares with respect to which a certificate has been lost or destroyed,
supported by an appropriate bond satisfactory to RMC and the Fund issued by a
surety company satisfactory to RMC, except that RMC may accept an affidavit of
loss and indemnity agreement executed by the registered holder (or legal
representative) without surety in such form as RMC deems appropriate
indemnifying RMC and the Fund for the issuance of a replacement certificate, in
cases where the alleged loss is in the amount of $1,000 or less.
12.2. In the event that any check or other order for payment of
money on the account of any Shareholder or new investor is returned unpaid for
any reason, RMC will (a) give prompt notification to the Fund's distributor
("Distributor") (or to the Fund if the Fund acts as its own distributor) of such
non-payment; and (b) take such other action, including imposition of a
reasonable processing or handling fee, as RMC may, in its sole discretion, deem
appropriate or as the Fund and, if applicable, the Distributor may instruct RMC.
12.3. Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or to RMC shall be
sufficiently given if addressed to that party
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and received by it at its office set forth below or at such other place as it
may from time to time designate in writing.
To the Trust:
Reserve Municipal Money-Market Trust
c/o The Reserve Funds
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: General Counsel
To RMC:
Reserve Management Corporation
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
ARTICLE 13. MERGER OF AGREEMENT.
13.1. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
ARTICLE 14. PERSONAL LIABILITY.
14.1. A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the State of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Board of Trustees of the Trust
as Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Trust; provided, however, that
the Declaration of Trust of the Trust provides that the assets of a particular
series or class of the Trust shall under no circumstances be charged with
liabilities attributable to any other series or class of the Trust and that all
persons extending credit to, or contracting with or having any claim against, a
particular series or class of the Trust shall look only to the assets of that
particular series or class for payment of such credit, contract or claim.
IN WITNESS WHEREOF, the Trust, on behalf of the Fund, Reserve
Management Company, Inc. and Reserve Management Corporation have executed this
Agreement as of the ____ of ____________, ______, to be effective_____________.
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RESERVE MUNICIPAL MONEY-MARKET TRUST
By:
--------------------------------------
Name:
Title:
RESERVE MANAGEMENT COMPANY, INC.
By:
--------------------------------------
Name:
Title:
RESERVE MANAGEMENT CORPORATION
By:
--------------------------------------
Name:
Title:
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SCHEDULE A
LIST OF FUNDS
Reserve Louisiana Municipal Money Market Fund
Reserve Minnesota Municipal Money Market Fund
12
