DISTRIBUTION AGREEMENT
BETWEEN
RESERVE MUNICIPAL MONEY-MARKET TRUST
AND
RESRV PARTNERS, INC.
January 9, 2002
Resrv Partners, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000-0000
To Whom It May Concern:
The RESERVE MUNICIPAL MONEY-MARKET TRUST (the "Trust"), a Massachussetts
business trust, and the series thereof, is registered as an investment company
under the Investment Company Act of 1940, as amended, (the "Act") and an
indefinite number of shares 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 included in such Registration Statement
as it 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. In addition, the Trust desires that you form
a group of selected dealers, to render distribution assistance to the Trust in
return for distribution assistance payments from the Trust and at least equal
distribution assistance payments from Reserve Management Company, Inc. and/or
affiliates ("RMCI") pursuant to the current Plan adopted and as amended from
time to time by the Trust, RMCI and you under Rule 12b-1 of the Act. Such Plan,
a copy of which is attached hereto as Exhibit A, is incorporated herein by
reference and thereby is made a part of this Agreement.
1. The Trust hereby appoints you as a Distributor for the sales 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"). 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. The
Trust further agrees that it will not, without prior notice to you, sell or
agree to sell any shares otherwise than through you, except that the Trust may:
(a) continue to act as a distributor of securities of which it is the issuer
pursuant to the provisions of Sections 10(d) and 22(d) of the Act and the
applicable rules and regulations of the Securities and
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Exchange Commission; (b) issue shares in connection with a merger, consolidation
or a acquisition of assets on such basis as may be authorized or permitted under
the Act; and (c) issue shares as underlying securities of a unit investment
trust if such unit investment trust has elected to use such Trust shares for
such underlying securities; provided that in no event as to any of the foregoing
exceptions shall the shares of the Trust be issued and sold at less that the net
asset value.
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 statute, 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 net asset value determined on the
basis as set forth in the Trust Prospectus, as from time to time amended.
4. As 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
confirmations on your behalf for all orders accepted by the Trust and to retain
a copy of such confirmations for you, if so directed.
5. The Trust has delivered to you a copy of its current Prospectus. It
agrees that it will use its best efforts to continue the effectiveness of the
Registration Statement under the Securities Act of 1933 and the Act. 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 and the Act. The Trust will furnish you at the allocated
expense provided in Paragraph 9 hereof, with a reasonable number of copies of
the Prospectus, as amended, for use in connection with the sale of Trust shares.
6. At your request, and in accordance with the allocated expense provided
in Paragraph 9 hereof, the Trust will take such steps as may be necessary and
feasible to qualify shares for sale in such jurisdictions as you shall
designate; provided, however, that the Trust shall not be required to qualify
shares or to maintain the qualification of shares in any jurisdiction where the
Trust shall deem such qualification disadvantageous to the Trust.
7. You agree that:
(a) You will furnish to the Trust any pertinent information required to be
inserted with respect to you as Principal Underwriter within the meaning of the
Securities Act of 1933 or the Act, as in effect from time to time, or in any
supplemental sales literature provided by the Trust's investment adviser to use
in connection with the sales of shares.
(b) You will not give any information or make any representations other
than as contained in the Registration Statement or Prospectus filed under the
Securities Act of 1933 or
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the Act, as in effect from time to time, or in any supplemental sales literature
provided by the Trust's investment adviser to use in connection with the sales
of shares.
8. (a) The Trust and you shall each comply with all applicable provisions
of the Act, the Securities Act of 1933 and all other federal and state laws,
rules and regulations governing the issuance and sale of Trust shares.
(b) In absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on your part, the Trust
agrees to indemnify you against any and all claims, demands, liabilities and
expenses which you may incur under the Securities Act of 1933, 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 or on your behalf.
(c) You agree to indemnify the Trust against any and all claims,
demands, liabilities and expenses which the Trust may incur under the Securities
Act of 1933, 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 or on your behalf.
9. The costs of printing prospectuses and sales literature and the expense
of qualifying shares under state laws as provided for in Paragraph 5 and 7
hereof shall be allocated according to the current Investment Management and
Service Agreements between the Trust and Reserve Management Company, Inc.
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. It is
understood and agreed that your officers or directors of the Trust may serve as
your officers or directors to the extent permitted by law; and that your
officers and directors are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers or directors of any other firm or corporation, including
other investment companies.
12. This Agreement shall terminate automatically in the event of its
assignment, the term "assignment" for this purpose having the meeting 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 "Qualified Directors" as defined in the Plan or by
vote of a majority of the outstanding voting securities of the Trust as defined
in the Plan (on not more than 60 day's
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written notice to you at your principal place of business). You, on not more
than 60 day's 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 directors of the Trust, including a majority of the
"Qualified Directors", as defined in the Trust, cast in person at a meeting
called for the purpose of voting on such Agreement.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
RESERVE MUNICIPAL MONEY-MARKET TRUST
By: s/s Xxxxx X. Xxxx XX, President
Accepted:
RESRV PARTNERS, INC.
By: /S/ Xxxx X. Xxxxxxxx, President
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