INITIAL CAPITAL AGREEMENT This Initial Capital Agreement is entered into as of this 5th day of March 2002, by and between RESERVE MANAGEMENT CORP., a New Jersey corporation, with its principal office at 1250 Broadway, New York, New York,...

                            INITIAL CAPITAL AGREEMENT

     This Initial Capital Agreement is entered into as of this 5th day of March
2002, by and between RESERVE MANAGEMENT CORP., a New Jersey corporation, with
its principal office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000("XXX"),
and RESERVE MUNICIPAL MONEY MARKET TRUST, a Massachusetts business trust, with
its principal office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000("xxx
Trust").

     NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows

     AGREED, that the issue and sale to Reserve Management Corp. of $100,000
shares, of the Reserve Minnesota Municipal Money Market Fund and Reserve
Louisiana Municipal Money Market Fund (each a "Fund", collectively the "Funds"),
each a series of Reserve Municipal Money-Market Trust, at a total aggregate cash
price of $100,000 for such shares, to be purchased for investment and not with a
view to reselling or otherwise redistributing such shares, and

     FURTHER AGREED, that the appropriate officers of the Trust are hereby
authorized and directed to issue and sell to Reserve Management Corp. such
shares of the Reserve Minnesota Municipal Money Market Fund and Reserve
Louisiana Municipal Money Market Fund, respectively, upon receipt of the agreed
price therefor and an appropriate letter indicating that such shares have been
purchased for investment and not with a view to reselling or otherwise
redistributing the same; and

     FURTHER AGREED, that when so issued such shares of the Reserve Minnesota
Municipal Money Market and Reserve Louisiana Municipal Money Market Funds shall
be fully paid and non-assessable shares.

     IN WITNESS WHEREOF, the Trust, on behalf of the Funds and Reserve
Management Corporation have executed this Agreement as of the 5th of March 2002,
to be effective on the same day.

                                    RESERVE MUNICIPAL MONEY-MARKET TRUST



                                    By:
                                       ----------------------------------------
                                        Name:  Xxxxx X. Xxxx XX
                                        Title: President



                                    RESERVE MANAGEMENT CORPORATION



                                    By:
                                        ---------------------------------------
                                        Name:  BruceR. Bent
                                        Title: Chairman/CEO