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EXHIBIT 15(i)
RULE 12b-1 AGREEMENT
THE RIVERSIDE CAPITAL FUNDS
This Agreement is made as of this 16th day of May, 1994, between X. X.
Xxxxxxxx & Co., a Tennessee limited partnership ("Bradford"), and The Winsbury
Company Limited Partnership, an Ohio limited partnership ("Winsbury"), the
Distributor of shares of beneficial interest ("Shares") of each of Riverside
Capital Money Market Fund, Riverside Capital Value Equity Fund, Riverside
Capital Fixed Income Fund, Riverside Capital Tennessee Municipal Obligations
Fund, Riverside Capital Low Duration Government Securities Fund, Riverside
Capital Sunbelt Municipal Obligations Fund, Riverside Capital Growth Fund and
Riverside Capital Equity and Municipal Income Fund (the "Funds"), each a series
of The Sessions Group, an Ohio business trust (the "Group"). In consideration of
the mutual covenants hereinafter contained, it is hereby agreed by and between
the parties hereto as follows:
1. Winsbury hereby appoints Bradford to render distribution and
shareholder services to the Funds and their shareholders. Distribution and
shareholder services may include, but are not limited to, distributing
prospectuses to persons other than Shareholders of the Funds; maintaining
Shareholder relations; answering inquiries regarding the Funds; providing
personnel and communication equipment used in connection therewith; and
providing such other services as the Group, on behalf of the Funds, or Winsbury
may reasonably request. Bradford represents that it is willing and possesses
legal authority to provide the services contemplated by this Agreement without
violation of applicable laws (including the Securities Exchange Act of 1934 and
applicable state securities laws) and regulations. Any advertising and sales
literature to be printed or distributed by Bradford in connection with the sale
of Shares may not be distributed or otherwise used except upon prior written
approval by Winsbury unless such literature was provided to Bradford by Winsbury
in its final form.
2. Bradford shall provide such security as is necessary to prevent
unauthorized use of computer facilities. Bradford agrees to release, indemnify
and hold harmless the Group, the Funds, Winsbury and the Funds' custodian from
any and all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by Bradford, its officers, employees or
agents regarding the purchase, redemption, transfer or registration of Shares
for accounts of Bradford, its clients and shareholders. Principals of Bradford
will be available to consult from time to time with Winsbury concerning
administration and performance of the services contemplated by this Agreement.
3. Winsbury will pay such fees as are set forth in Exhibit A hereto to
Bradford.
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4. Bradford and Winsbury each acknowledge that either party may enter
into similar agreements with others without the consent of the other party.
5. Bradford shall prepare such quarterly reports for Winsbury as shall
reasonably be requested by Winsbury.
6. In no transaction shall Bradford have any authority whatever to act
as Winsbury's agent or as agent for any of the Funds.
7. No person is authorized to make any representations concerning the
Funds or their Shares except those contained in the current prospectuses of the
Funds and any such information as may be officially designated as information
supplemental to the prospectuses.
8. This Agreement is a related agreement under the Group's Distribution
and Shareholder Service Plan (the "Plan") and is effective as of the date first
written above; provided, however, that with respect to Riverside Capital Equity
and Municipal Income Fund, this Agreement shall not take effect until the Plan
has been approved by such Fund's initial Shareholder and the Post-Effective
Amendment to the Group's Registration Statement on Form N-1A with respect to
such Fund's Shares has become effective.
9. This Agreement may be terminated at any time as to a Fund, without
the payment of any penalty by the vote of a majority of the members of the Board
of Trustees of the Group who are not interested persons of the Group and have no
direct or indirect financial interest in the operation of the Plan or in any
related agreements to the Plan ("Disinterested Trustees") or by a majority of
the outstanding voting securities of the Group on not more than sixty (60) days
written notice to the parties to this Agreement.
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10. This Agreement will terminate automatically in the event of its
assignment as defined in the Investment Company Act of 1940, or upon the
termination of the Distribution Agreement between the Group and Winsbury.
X. X. XXXXXXXX & CO.
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Dated: May 16, 1994 By /s/ Xxxxx X. Xxx
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Authorized Signature
Partner
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Title
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: May 16, 1994 By The Winsbury Corporation,
General Partner
By /s/ Xxxxxxx X. Qunintenz
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Authorized Signature
Senior Vice President
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Title
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THE RIVERSIDE CAPITAL FUNDS
EXHIBIT A TO RULE 12b-1 AGREEMENT WITH
THE WINSBURY COMPANY LIMITED PARTNERSHIP ("WINSBURY")
With respect to each Fund, Winsbury will pay to Bradford a monthly fee
computed at the annual rate of 0.25% of the average aggregate net asset value of
Shares of that Fund held during the period in the accounts for which Bradford
provides services under the Rule 12b-1 Agreement.
For the monthly period in which the Rule 12b-1 Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis of
the number of days that the Rule 12b-1 Agreement is in effect during the period.
