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July 28, 2000
The Reserve Fund
1250 Broadway
New York, NY 10001
Ladies and Gentlemen:
I have acted as counsel to The Reserve Fund ("Trust"), Massachusetts business
trust, in connection with the preparation and filing of their Registration
Statements on Form N-1A (the "Registration Statements") covering shares of
beneficial interest, no par value per share, of the Trust, on behalf of the
Primary, U.S. Government, U.S. Treasury and Strategist Funds.
I have examined copies of the Declaration of Trust and By-Laws of the Trust, the
Registration Statements, and such other records, proceedings and documents, as I
have deemed necessary for the purpose of this opinion. I have also examined such
other documents, papers, statutes and authorities as I deemed necessary to form
a basis for the opinion hereinafter expressed. In my examination of such
material, I have assumed the genuineness of all signatures and the conformity to
original documents of all copies.
Based upon the foregoing, I am of the opinion that the shares of beneficial
interest, no par value per share, of the Trusts to be issued in accordance with
the terms of the offering, as set forth in the Registration Statements, when so
issued and paid for will constitute validly authorized and legally issued shares
of beneficial interest, fully paid and non-assessable by the Trust.
Very truly yours,
/s/ MaryKathleen Foynes Gaza
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MaryKathleen Foynes Gaza
General Counsel
Reserve Funds
