REGISTERED DEALER AGREEMENT FOR RESERVE PRIVATE EQUITY SERIES
This Registered Dealer Agreement ("Agreement") entered into as of this ___ day
of ________ 20___, by and between Resrv Partners, Inc., a New York corporation,
with its principal office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx,
00000-0000("XXXXX"), and _____________, a ___________ corporation with its
principal place office at ____________________________ and its successors (the
"Dealer").
WHEREAS, RESRV, a registered securities dealer and a member in good
standing with the National Association of Securities Dealers, Inc. ("NASD"), is
the Principal Underwriter for the shares (the "Shares") of the Reserve Private
Equity Series, which are registered under the Investment Company Act of 1940, as
amended, as open-end investment companies.
WHEREAS, the Reserve Private Equity Series is a Delaware business trust
comprised of no-load, open-end mutual funds offering two classes of shares (the
"Funds") registered under the 1940 Act, the Shares of which are offered for sale
under the terms specified in the Funds' Prospectuses and Statements of
Additional Information in effect and, as amended, from time to time (the
"Prospectuses").
WHEREAS, RESRV, on behalf of the Funds, desires to retain Dealer to
distribute the Funds and Dealer is willing to render such services.
NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the terms of mutual agreement ("Agreement") between RESRV and the
Dealer as well as Successor firms 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. ESTABLISHMENT OF ACCOUNTS AND SALE OF SHARES OF FUNDS: The Dealer agrees to
use its best efforts to solicit qualified investors for orders to purchase
Shares. Dealer shall be solely responsible for determining suitability,
verifying account registration information and maintaining any necessary
documentation required in connection with the accounts of qualified investors.
Dealer certifies that the holders of each account for which they give
instructions regarding any transfer of Shares therein or registration thereof
have authorized Dealer to do so, and that Dealer will bear responsibility to and
for the holders of each account in lieu of furnishing RESRV with such specific
evidence of Dealer's authority or with specific information in connection with
each such qualified investor. Dealer also acknowledges that it will be required
to furnish copies of such authorization and or copies of required account
documentation if requested by RESRV. Any liability or costs resulting from
Dealer's failure to obtain or provide the necessary account documentation will
be borne by Dealer. The Dealer shall place orders for sale of Shares only at the
public offering price of the Shares and under terms as specified in the
Prospectus. Dealer agrees to distribute, or cause to be distributed, a Fund
Prospectuses to prospective investors. In addition,
Dealer agrees to distribute any communications required under the applicable
securities regulations as directed by the Fund group and or RESRV.
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 agrees that it will comply in a timely fashion with
all operational requests made by RESRV on behalf of the Funds, including but not
limited to, routine shareholder record maintenance, implementation of small
balance fees, etceteras. Dealer represents that the Shares will be offered and
sold in accordance with the terms and conditions of this Agreement, the
Prospectus, and all applicable laws, rules and regulations. Dealer further
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 reasonable
attorney 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 retains the right to withhold future
commissions in satisfaction of such obligations. 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 or any printed information issued
by RESRV as information supplemental to such Prospectuses, 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. All other
materials must be approved in advance by RESRV.
4. DEALER PAYMENTS: During the term of this Agreement, the Dealer shall receive
from RESRV payment with respect to those accounts accepted by RESRV in which the
executed account application form on file with the Fund is marked to show that
it was provided to the investor by the Dealer or those accounts designated to
show that it was provided to the investor by the Dealer (each such marked
account being a "Dealer Account"). Dealer will be paid in accordance with
Schedule A (attached and incorporated herein).
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, or an affiliated
entity on behalf of 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 by within 30 days after the close of each month for which such
fee(s) is payable. No such monthly payment will
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be paid if the average net asset value of all Dealer Accounts upon which the
fee is based is less than $25,000.
Dealer understands and agrees that Resrv is under no obligation and has no
liability to make assistance payments to Dealer until Resrv has received such
assistance payments from the Funds.
5. PURCHASE ORDERS:
a. Payments for purchases of Shares made by telephone or wire order by the
Dealer shall be made to the order of the particular Fund to be purchased
and shall be received by RESRV or the Fund within three business days after
RESRV 's or the Fund's acceptance of Dealer order or by the end of one
business day following the receipt of a customer's payment for such shares,
whichever is the latest date. Further, all necessary applications and other
documents required by RESRV or the Fund to establish an account or to
settle a redemption order must be received within three (3) business days
after RESRV 's or the Fund's acceptance of Dealer order or by the end of
one business day following the receipt of a customer's payment for such
shares, whichever is the latest date.
If such payments or other settlement documents are not timely received by RESRV
or the Fund, we understand that RESRV or the Fund reserves the right, without
notice, to cancel the purchase or redemption order, or, at their option in the
case of a purchase order, to sell the Shares ordered by Dealer back to the Fund,
and in either case Dealer shall promptly reimburse RESRV or the Fund for any
loss to RESRV or the Fund, including without limitation loss of RESRV's or the
Fund's profit suffered as a result of Dealer 's failure to make the aforesaid
timely payment or settlement. If sales of any Fund's Shares are contingent upon
the Fund's receipt of Federal Funds in payment therefore, Dealer will forward
promptly to RESRV or the Fund any purchase orders and/or payments received by
Dealer for Shares from our customers.
Dealer agrees to reimburse the Funds and/or RESRV for any losses and costs
incurred based on Dealer's instructions relating to the purchase in an qualified
accounts including, but not limited to, cancel purchases instructions, "as of"
purchases, and the like.
6. REDEMPTION ORDERS: Dealer may place redemption orders with RESRV or the Fund
for Shares owned by Dealer's customers, but only in accordance with the terms of
the applicable Prospectus. Dealer understands and agrees that by placing a
redemption order with the Fund or RESRV by wire or telephone, Dealer 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 RESRV or the Fund with exact registration and account
number for the Shares to be redeemed at the time Dealer places a redemption
order by wire or telephone and shall tender to RESRV or the Fund, if requested,
within five (5) business days 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, or (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
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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 the receipt by RESRV or the Fund, prior to the close of
the New York Stock Exchange ("NYSE"), of an order placed by Dealer to redeem
such Shares, except that orders placed by Dealer 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 Dealer from the customer
prior to the close of business of the NYSE that day and if Dealer places an
redemption order with RESRV or the Fund prior to RESRV's or the Fund's normal
close of business that day.
(c) In connection with a redemption order placed, if Dealer fails to make
delivery of all required documents in a timely manner, RESRV or the Fund has the
right to cancel Dealer's 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 RESRV or the Fund, Dealer shall
promptly reimburse RESRV or the Fund for such loss.
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 an
investment adviser, 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, Rule 2830 of the NASD Rules of Fair Practice, and all other
applicable laws and regulations, all of which are incorporated herein by
reference.
8. TERM, TERMINATION: This Agreement shall be effective as of the date it is
executed and dated by Dealer below. This Agreement may be terminated by either
party upon fifteen (15) business days' written notice to the other PROVIDED,
however, that either party may terminate this Agreement effective within the
shorter time frame contained within such notice of termination in the event of:
(i) a breach of this Agreement by the non-terminating party; (ii) an opinion of
counsel that the continuation of the Agreement would be in contravention of any
relevant stature or regulation; (iii) a serious impairment of the
non-terminating party's financial condition; (iv) a direction to terminate by a
regulatory agency; or, (v) the parties mutually agree in writing to a shorter
period. This Agreement will be automatically terminated upon Dealer expulsion or
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. Further, this Agreement will terminate automatically in the event of
its assignment or upon the termination of the Distribution Agreement between the
Funds and RESRV.
9. AMENDMENT: Any amendment to this Agreement will only be valid if in writing
and signed by the parties to be bound by such amendment(s). If any provision of
this Agreement is deemed to be in violation of law or is unenforceable, the
remainder of this Agreement with such provision omitted will remain in full
force and effect.
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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: Except as otherwise provided in this Agreement, all notices
required under this Agreement shall be delivered in person, in writing by United
States certified mail, commercial overnight delivery service or facsimile
transmission with machine confirmation and original sent via regular mail and
shall be sent to RESRV at Reserve Private Equity Series, Attn: Office of
Director of Sales, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000;
similarly, notice shall be given to the Dealer at
_______________________________________, Attn: _______________________, unless a
party specifies by written notice to the other party that a different address
should be used. Notices will be deemed delivered when delivered in person; or if
mailed by certified mail, on the third business day after the date of deposit in
the United States mail, and upon receipt, if by commercial overnight delivery
service. Facsimile transmission will be deemed received the same day as sent.
12. GOVERNING LAW: 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.
13. MISCELLANEOUS. This Agreement supersedes all proposals, prior
communications, advertising, representations, warranties and promises, whether
oral or written, relating to the subject matter of this Agreement. This
Agreement with attached Schedules constitutes the entire agreement between the
parties as to the subject matter hereof and supersedes any and all agreements,
representations and warranties, written or oral, regarding such subject matter
made prior to the time at which this Agreement has been executed and delivered.
Further, each party agrees to abide by all applicable federal and state laws and
regulations in connection with the performance of its obligations under this
Agreement.
The division of this Agreement into sections, clauses, paragraphs or subdivision
and the insertion of headings are for convenience only and shall not affect the
construction on interpretation. This Agreement shall not be modified except by a
writing duly executed on behalf of the party against whom such modification is
sought to be enforced. The failure of any party to require performance by
another party of any provision of this Agreement shall in no way affect the full
right to require such performance at any time thereafter. Should any provisions
of this Agreement be found unenforceable, the remainder shall still be in
effect.
14. CONFIDENTIALITY OF INFORMATION. Both parties, at all times, shall hold in
confidence, and shall at no time advise, use or disclose to any person,
organization or agency, except those having a specific need to know in
performance of work connected to this contract, any proprietary or confidential
information of the parties or of the customers of the Dealer. All customer names
and customer information is to be kept in strict confidence and no sharing of
such information shall occur without written consent of the customer and of the
Dealer. Parties agree and acknowledge that the Dealer is subject to strict legal
requirements regarding the confidentiality of customers and RESRV agrees to
cooperate to protect such information.
In case of any request or demands for the inspection of records by a regulatory
body, RESRV will endeavor to notify Dealer and to secure instructions from an
authorized officer of Dealer as to such request. RESRV reserves the right,
however, to exhibit the requested records to any person whenever it is
advised by its counsel that it may be held liable for the failure to
exhibit the records to such person.
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Both parties agree that the Agreement may be executed in counterparts
IN WITNESS WHEREOF, each Party represents and warrants that the person signing
this Agreement on its behalf is an officer authorized to execute this Agreement
on behalf of such Party and the Parties have caused this Agreement to be
executed as of the date first above written by their respective officers
hereunto duly authorized.
RESRV PARTNERS, INC.
By: ____________________
Name & Title (print): ____________________
Date: ____________________
____________________________________ ("Dealer")
By: ____________________________________
(Authorized Signature)
Name: ____________________________________
Title: ____________________________________
Address: ____________________________________
Phone: ____________________________________
NASD B/D No: ________________________________
Date: ____________________________________
FOR INTERNAL USE ONLY:
CRD Review :
Completed by: _______________ (initials)
On:____________________ (date)
Notes:___________________________
_________________________________
Dealer Code:_____________________
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SCHEDULE A
Effective May 29, 2001
A Dealer, who is responsible for the sale of shares, shall be compensated in
accordance with the Trust's Plan of Distribution at __% of the average daily net
asset value of the Class R Qualified Accounts.
