Exhibit 99.(m)
REGISTERED DEALER AGREEMENT
Resrv Partners, Inc. ("RESRV") is the Principal Underwriter for the
shares (the "Shares") of The Reserve Funds (the "Funds"), which are registered
under the Investment Company Act of 1940 as open-end investment companies. The
Shares are offered for sale under the terms specified in the Fund's prospectus
in effect from time to time (the "Prospectus").
The terms of mutual agreement ("Agreement") between RESRV ("Distributor")
and the undersigned brokerage firm, financial planner, bank, trust company and
other qualified entities, as well as Successor firms (the "Dealer") concerning
the sale of Shares are as follows:
1. Appointment: The Dealer is hereby appointed by RESRV as a non-exclusive
distributor for the sale of the Shares in those states and jurisdictions of the
United States in which the Dealer and the Shares of the Fund are qualified for
sale. RESRV will notify Dealer in writing as to the states in which the shares
of the Fund have qualified for sale under, or are exempt from the requirements
of the respective securities laws of such states.
2. Sale of Fund Shares: The Dealer agrees to use its best efforts to solicit
qualified investors for orders to purchase shares and to determine suitability.
The Dealer shall place orders for sale of Shares only at their public offering
price and under terms as specified in the Prospectus and Statement of Additional
Information then in effect (collectively referred to as the "Prospectus").
Dealer agrees to provide, or cause to be provided, prospective investors with a
Fund Prospectus. The Dealer agrees not to make any representations about such
Shares not included in said Prospectus or in any authorized supplemental
materials supplied or authorized by RESRV. Dealer represents that the Shares
will be offered and sold in accordance with the terms and conditions of this
Agreement and all applicable laws, rules and regulations and agrees to hold
RESRV harmless and to indemnify RESRV in the event that the Dealer, or any of
its representatives, employees or agents should violate any law, rule or
regulation, or provisions of this Agreement, which violation may result in any
loss or liability (including costs of investigation and counsel fees) to RESRV
or the Fund or any of its portfolios. If RESRV determines to refund any amounts
paid by an investor by reason of such violation by the Dealer, the Dealer shall
promptly return on demand any commissions previously paid or discounts allowed
by RESRV with respect to the transaction for which the refund is made. RESRV
agrees to indemnify and hold harmless Dealer and Dealer's affiliates, officers,
directors and employees from and against any and all losses, liabilities, claims
and costs (including reasonable attorneys' fees) resulting from RESRV's failure
to fulfill its obligations hereunder or from any alleged inaccuracy, omission or
misrepresentation contained in any prospectus, statement of additional
information, any printed information issued by RESRV as information supplemental
to such prospectuses and statements of additional information, or any
advertising or sales materials prepared by RESRV. All expenses, which the Dealer
incurs in connection with activities under this Agreement, shall be borne by the
Dealer.
3. Dealer Relationship: The Dealer shall act in a dealer capacity with respect
to investors and the Dealer shall not have any authority to act as agent of the
Fund, RESRV, or any affiliate of RESRV (including, but not limited to, Reserve
Management Company, Inc. ("RMCI") and any mutual fund managed by RMCI (such
affiliates being "RESRV Affiliates"). The Dealer and its employees are not
authorized to make any representation concerning the Fund, RESRV, or RESRV
Affiliates except those contained in the Prospectus. Dealer may include the name
of any Fund in any printed list of funds which it makes available.
4. Dealer Commissions: During the term of this Agreement, the Dealer shall
receive from RESRV a commission with respect to all accounts accepted by RESRV
in which the executed account application form on file with the Fund is marked
or designated to show that it was provided to the investor by the Dealer (each
such marked account being a "Dealer Account"). The commission to be paid to the
Dealer with respect to each Dealer Account shall be an amount equal to the
dealer commission specified from time to time in the Prospectus.
Any assistance payments and/or administrative service fees for
distribution pursuant to a distribution plan ("Plan") adopted by the Fund in
accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended,
due to the Dealer hereunder shall be paid at the end of the month. RESRV will
pay Dealer a monthly fee as set forth in the Plan and current Fund prospectus
based on the net asset value of Fund shares, which are held in accounts which
are designated as a Dealer Account. Payment shall be made within 30 days after
the close of each month for which such fee(s) is payable. No such monthly
payment will be paid if the average net asset value of all Dealer Accounts upon
which the fee is based is less than $25,000.
5. Purchase Orders: Payments for purchases of Shares made by telephone or wire
order by the Dealer shall be made to the order of RESRV or the Fund
(collectively, "Dealer") and received by Dealer, and all necessary applications
and other documents required by Dealer to establish an account or to settle a
redemption order, within five business days after Dealer's acceptance of our
order or such shorter time as may be required by law. If such payments or other
settlement documents are not timely received by Dealer, we understand that
Dealer reserve the right, without notice, to cancel the purchase or redemption
order, or, at Dealer's option in the case of a purchase order, to sell the
Shares ordered by us back to the Fund, and in either case we shall promptly
reimburse Dealer for any loss to Dealer or the Fund, including without
limitation loss of Dealer's profit, suffered by Dealer resulting from our
failure to make the aforesaid timely payment or settlement. If sales of any
Fund's Shares are contingent upon the Funds receipt of Federal Funds in payment
therefore, we will forward promptly to Dealer any purchase orders and/or
payments received by us for Shares from our customers.
6. Redemption Orders: Dealer may place redemption orders with Dealer for Shares
owned by Dealer's customers, but only in accordance with the terms of the
applicable Fund Prospectus. Dealer understands and agrees that by placing a
redemption order with the Fund or RESRV (collectively "Dealer") by wire or
telephone, it represents that a request for the redemption of the Shares covered
by the redemption order has been delivered to the Dealer by the registered
owner(s) of such Shares, and that such request has been executed in the manner
and with the signature(s) of such registered owners guaranteed as required by
the then current Prospectus of the applicable Fund. Such redemption orders shall
be subject to the following additional conditions:
(a) Dealer shall furnish Dealer with exact registration and account number for
the Shares to be redeemed at the time we place a redemption order by wire or
telephone and shall tender to Dealer, within five business days of our placing
such a redemption order: (i) a stock power or letter, duly signed by the
registered owner(s) of the Shares which are the subject of the order, duly
guaranteed, (ii) any Share certificates required for such redemption, and (iii)
any additional documents which may be required by the applicable fund or its
transfer agent, in accordance with the terms of the then current Prospectus of
the applicable Fund and the policies of the transfer agent. In the alternative,
Dealer shall provide a letter of indemnity in a form approved by the Fund and
RESRV stating that all necessary authorizations have been received from the
registered owner(s) of the Shares.
(b) The redemption price will be the next net asset value per share of the
Shares computed after Dealer receipt, prior the close of the New York Stock
Exchange ("NYSE"), of an order placed by us to redeem such Shares, except that
orders placed by us after the close of the NYSE on a business day will be based
on the Fund's net asset value per share determined that day, but only if such
orders were received by us from our customer prior to the close of business of
the NYSE that day and if we place our redemption order with Dealer prior to
Dealer's normal close of business that day.
(c) In connection with a redemption order we have placed, if Dealer fails to
make delivery of all required certificates and documents in a timely manner as
stated above, Dealer have the right to cancel our redemption order. If any
cancellation of a redemption order or if any error in the timing of the
acceptance of a redemption order placed by Dealer shall result in a loss to
Dealer or the Fund, we shall promptly reimburse Dealer for such loss.
If any Shares sold by us under the terms of this Agreement are redeemed
by any of the Funds (including without limitation redemptions resulting from an
exchange for Shares of another fund) or are purchased by Dealer as an agent for
the Fund or are tendered to the Fund for redemption within seven business days
after Dealer's confirmation to us of our original purchase order for such
Shares, we shall promptly repay to Dealer the full amount of the commission
allowed to us on the original sales, provided Dealer notify us of such
repurchase or redemption.
7. Representations: The Dealer represents and warrants that it is a registered
securities dealer and is a member in good standing with the National Association
of Securities Dealers, Inc. ("NASD") or in the alternative, it is a foreign
dealer not eligible for membership in the NASD, and is fully licensed and
legally empowered to act as a securities broker-dealer under the laws of each
jurisdiction in which it conducts business or in the alternative, it is a
financial planner, bank, trust company and other qualified entity governed by
applicable laws and regulations. Dealer agrees to abide by the rules and
regulations of the Securities and Exchange Commission and the NASD, where
applicable, relating to the performance of its obligations hereunder, including,
without limitation, Section 26 of Articles III of the NASD Rules of Fair
Practice, and all other applicable laws and regulations, all of which are
incorporated herein by reference.
8. Compensation: Dealer will be paid in accordance with Schedule A (attached and
incorporated herein).
9. Termination: This Agreement may be terminated by either party upon fifteen
(15) days' written notice to the other and will be automatically terminated upon
the Dealer expulsion form. Dealer's suspension from the NASD for the violation
of any law, rule or regulation relating to the performance of Dealer's
obligations hereunder will terminate this Agreement effective immediately upon
our written notice of termination to the Dealer.
10. Arbitration: Dealer and RESRV agree that all disputes between the parties of
whatever subject matter, whether existing on the date thereof or arising
hereafter, shall be submitted to arbitration in accordance with the code of
Arbitration Procedure of the NASD or the New York Stock Exchange, or similar
rules or code, in effect at the time of the submission of any such dispute.
11. Notices: All communications shall be sent to RESRV to our offices at ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Any notice to Dealer shall be duly
given if mailed or telegraphed to Dealer at the address shown on this Agreement.
12. Governing Law: This Agreement shall be effective as of the date it is
executed and dated by Dealer below. This Agreement and all the rights and
obligations of the parties hereunder shall be governed by and construed under
the laws of the State of New York.
RESRV PARTNERS, INC.
By: _____________________________
Name & Title (print): _____________________________
Date: _____________________________
Dealer: ____________________________________
By: ____________________________________
(Authorized Signature)
Name: ____________________________________ Dealer Code: ______________________
Title: ____________________________________ Phone: ______________________
Address: ____________________________________ NASD B/D No: ______________________
____________________________________
Date: ____________________________________
SCHEDULE A
Effective March 11, 1999
MONEY-MARKET FUNDS
A. Money-market funds with the exception of the Reserve Institutional Trust
Subject to the limit of the Plan of each Money-Market Fund, assistance payments
to a selected dealer with an automated interface will be at an annual rate
determined and paid monthly at a rate not less than 0.40% of the average daily
net asset value of each Fund's Qualified Accounts, or in accordance with any
subsequent Notice which may be provided by Resrv Partners, Inc., pursuant to the
Dealer Agreement.
For a Dealer who, in the opinion of Resrv Partners, is making a "good faith"
effort toward economical centralized purchases and sales to facilitate expedited
processing, such as an "automatic sweep," such assistance payments may be at an
annual rate so determined and paid not less than 0.40% of such net asset value
regardless of the schedules above in the discretion of Resrv but for a period
not to exceed 90 days. An "automatic sweep" requires the dealer's computer to
effect the daily movement of purchases, redemptions, and account maintenance
transactions directly to the Fund's computer to the satisfaction of the
management of the Fund which, in turn, will return acknowledgments and account
balances.
For all other Dealers, such assistance payments will be at an annual rate
determined and paid monthly as follows: average daily net asset of less than $2
million, 0.10%; $2 million but less than $5 million, 0.15%; $5 million but less
than $10 million, 0.20% and $10 million or more, 0.30%.
B. Reserve Institutional Trust
With regard to the Reserve Institutional Trust, assistance payments to a
selected dealer will be at an annual rate determined and paid monthly at a rate
not to exceed 0.10%, 0.20%, 0.30% and 0.45% of the average daily net asset value
of the Institutional Funds Class A, Class B, Treasurer's Trust and Class C
Qualified Accounts, respectively.
EQUITY FUNDS
A Dealer, who is responsible for the sale of shares shall be compensated in
accordance with the 0.25% annual 12b-1 fee, paid monthly.
