EXHIBIT 99.(l)
PURCHASE AGREEMENT
The Reserve Fund, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), on behalf of its series, the
Reserve Liquid Performance Money Market Fund (the "Fund") and Reserve
Management Company, Inc. ("RMCI") hereby agree as follows:
1. The Trust offers RMCI and RMCI hereby purchases 10 shares of beneficial
interest of the Fund, consisting of 10 shares of Class 15, having a par value
of $.001 per share (the "Share"), at a price of $1.00 per Share (the "Initial
Shares"). RMCI hereby acknowledges receipt of the Initial Shares and the
Trust hereby acknowledges receipt from RMCI of $10.00 in full payment for the
Initial Shares.
2. RMCI represents and warrants to the Trust that the Initial Shares are
being acquired for investment purposes and not for the purpose of
distributing them.
3. RMCI agrees that if any holder of the Initial Shares redeems such Shares
in the Fund before one year after the date upon which the Fund commences its
investment activities, the redemption proceeds will be reduced by the amount
of unamortized organizational and offering expenses, in the same proportion
as the Initial Shares being redeemed bears to the Initial Shares outstanding
at the time of redemption. The parties hereby acknowledge that any Shares
acquired by RMCI other than the Initial Shares have not been acquired to
fulfill the requirements, if any, of Section 14 of the Investment Company Act
of 1940, as amended, and, if redeemed, their redemption proceeds will not be
subject to reduction based on the unamortized organizational and offering
expenses of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement
as of the 10th day of January, 2006.
THE RESERVE FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
Title: Co-Chief Executive Officer
ATTEST:
/s/ ▇▇▇ ▇. ▇▇▇▇▇
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RESERVE MANAGEMENT COMPANY, INC.
By: // ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
ATTEST:
/s/ ▇▇▇ ▇. ▇▇▇▇▇
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