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EXHIBIT (9)(b)
AMENDED TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 1st day of September, 1992, as amended as of
May 1, 1994, between THE SESSIONS GROUP (the "Trust"), an Ohio business trust
having its principal place of business at 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000, and THE WINSBURY SERVICE CORPORATION ("Winsbury"), a Ohio
corporation having its principal place of business at 0000 Xxxx Xxxxxx-Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust desires that Winsbury perform certain services for
the Trust, and for each of its series denominated as funds which are identified
on the attached Schedule A hereto, as may be amended from time to time, and
whose shares of beneficial interest comprise from time to time certain shares of
the Trust (individually referred to herein as a "Fund" and collectively as the
"Funds");
WHEREAS, Winsbury has previously performed such services for the Trust
pursuant to a Transfer Agency Agreement dated August 23, 1990, which Agreement
the Trust and Winsbury now desire to amend and restate in its entirety; and
WHEREAS, Winsbury is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES. Winsbury shall perform for the Trust the services
set forth in Schedule B hereto, including services as Transfer Agent.
Winsbury also agrees to perform for the Trust such special
services incidental to the performance of the services enumerated herein as
agreed to by the parties from time to time. Winsbury shall perform such
additional services as are provided on an amendment to Schedule B hereof, in
consideration of such fees as the parties hereto may agree.
Winsbury may, in its discretion, appoint in writing other
parties qualified to perform transfer agency and shareholder services reasonably
acceptable to the Trust (individually, a "Sub-transfer Agent") to carry out some
or all of its responsibilities under this Agreement with respect to a Fund;
provided, however, that the Sub-transfer Agent shall be the agent of Winsbury
and not the agent of the Trust or such Fund, and that Winsbury shall be fully
responsible for the acts of such Sub-transfer Agent and shall not be relieved of
any of its responsibilities hereunder by the appointment of such Sub-transfer
Agent.
2. FEES. The Trust shall pay Winsbury for the services to be
provided by Winsbury under this Agreement in accordance with,
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and in the manner set forth, in Schedule C hereto. Fees for any additional
services to be provided by Winsbury pursuant to an amendment to Schedule C
hereto shall be subject to mutual agreement at the time such amendment to
Schedule C is proposed.
3. REIMBURSEMENT OF EXPENSES. In addition to paying Winsbury the
fees described in Section 2 hereof, the Trust agrees to reimburse Winsbury for
Winsbury's out-of-pocket expenses in providing services hereunder, including
without limitation the following:
A. All freight and other delivery and bonding charges
incurred by Winsbury in delivering materials to and from
the Trust and in delivering all materials to share-
holders;
B. All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by Winsbury in
communication with the Trust, the Trust's investment adviser
or custodian, dealers, shareholders or others as required for
Winsbury to perform the services to be provided hereunder;
C. Costs of postage, couriers, stock computer paper,
statements, labels, envelopes, checks, reports, letters,
tax forms, proxies, notices or other form of printed
material which shall be required by Winsbury for the
performance of the services to be provided hereunder;
D. The cost of microfilm or microfiche of records or other
materials; and
E. Any expenses Winsbury shall incur at the written
direction of an officer of the Trust thereunto duly
authorized.
4. EFFECTIVE DATE. This Agreement shall become effective as
of the date first written above (the "Effective Date").
5. TERM. This Agreement shall continue in effect, unless earlier
terminated by either party hereto as provided hereunder, for an initial term of
one year from the Effective Date (the "Initial Term"). Thereafter, this
Agreement shall continue in effect unless either party hereto terminates this
Agreement by giving 60 days' written notice to the other party, whereupon this
Agreement shall terminate automatically upon the expiration of said 60 days;
provided, however, that after such termination, for so long as Winsbury, with
the written consent of the Trust, in fact continues to perform any one or more
of the services contemplated by this Agreement or any Schedule or exhibit
hereto, the provisions of this Agreement, including without limitation the
provisions dealing with indemnification, shall continue in full force and
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effect. Fees and out-of-pocket expenses incurred by Winsbury but unpaid by the
Trust upon such termination shall be immediately due and payable upon and
notwithstanding such termination. Winsbury shall be entitled to collect from the
Trust, in addition to the fees and disbursements provided by Sections 2 and 3
hereof, the amount of all of Winsbury's cash disbursements and a reasonable fee
(which fee shall be not less than one hundred two percent (102%) of the sum of
the actual costs incurred by Winsbury in performing such service) for services
in connection with Winsbury's activities in effecting such termination,
including without limitation, the delivery to the Trust and/or its distributors
or investment advisers and/or other parties, of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such
termination, Winsbury, for a reasonable fee, will provide the Trust with
reasonable access to any Trust documents or records remaining in its possession.
Further, this Agreement is terminable with respect to a particular Fund only
upon mutual agreement of the parties hereto or for "cause" (as defined below) by
the party alleging "cause," in either case on not less than 60 days' notice by
the Trust's Board of Trustees or by Winsbury.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence, or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which are evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) any circumstance which substantially impairs the
performance of the obligations and duties as contemplated herein of the party to
be terminated.
6. UNCONTROLLABLE EVENTS. Winsbury assumes no responsibility
hereunder, and shall not be liable, for any damage, loss of data, delay or any
other loss whatsoever caused by events beyond its reasonable control.
7. LEGAL ADVICE. Winsbury shall notify the Trust at any time
Winsbury believes that it is in need of the advice of counsel (other than
counsel in the regular employ of Winsbury or any affiliated companies) with
regard to Winsbury's responsibilities and duties pursuant to this Agreement; and
after so notifying the Trust, Winsbury, at its discretion, shall be entitled to
seek, receive and act upon advice of legal counsel of its choosing, such advice
to be at the expense of the Trust or Funds unless relating
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to a matter involving Winsbury's willful misfeasance or gross negligence with
respect to Winsbury's responsibilities and duties hereunder and shall in no
event be liable to the Trust or any Fund or any shareholder or beneficial owner
of the Trust for any action reasonably taken pursuant to such advice.
8. INSTRUCTIONS. Whenever Winsbury is requested or authorized to
take action hereunder pursuant to instructions from a shareholder or a properly
authorized agent of a shareholder ("shareholder's agent") concerning an account
in a Fund, Winsbury shall be entitled to rely upon any certificate, letter or
other instrument or communication, whether in writing, by electronic or
telephone transmission, believed by Winsbury to be genuine and to have been
properly made, signed or authorized by an officer or other authorized agent of
the Trust or by the shareholder or shareholder's agent, as the case may be, and
shall be entitled to receive as conclusive proof of any fact or matter required
to be ascertained by it hereunder a certificate signed by an officer of the
Trust or any other person authorized by the Trust's Board of Trustees or by the
shareholder or shareholder's agent, as the case may be.
As to the services to be provided hereunder, Winsbury may rely
conclusively upon the terms of the Prospectuses and Statements of Additional
Information of the Trust relating to the Funds to the extent that such services
are described therein unless Winsbury receives written instructions to the
contrary in a timely manner from the Trust.
9. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION. Winsbury shall use its best efforts to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Winsbury in the absence of bad faith,
willful misfeasance or gross negligence. The Trust agrees to indemnify and hold
harmless Winsbury, its employees, agents, directors, officers and nominees from
and against any and all claims, demands, actions and suits, whether groundless
or otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Winsbury's actions taken or
nonactions with respect to the performance of services under this Agreement or
based, if applicable, upon reasonable reliance on information, records,
instructions or requests given or made to Winsbury by the Trust, the investment
adviser and on any records provided by any fund accountant or custodian thereof;
provided that this indemnification shall not apply to actions or omissions of
Winsbury in cases of its own willful misfeasance or gross negligence, and
further provided that prior to confessing any claim against it which may be the
subject of this indemnification, Winsbury shall give the Trust written notice of
and reasonable opportunity to
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defend against said claim in its own name or in the name of Winsbury.
10. RECORD RETENTION AND CONFIDENTIALITY. Winsbury shall keep and
maintain on behalf of the Trust all books and records which the Trust or
Winsbury is, or may be, required to keep and maintain pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 under the Investment Company Act of 1940, relating to the maintenance of
books and records in connection with the services to be provided hereunder.
Winsbury further agrees that all such books and records shall be the property of
the Trust and to make such records available for inspection by the Trust or by
the Securities and Exchange Commission at reasonable times and otherwise to keep
confidential all books and records and other information relative to the Trust
and its shareholders; except when requested to divulge such information by
duly-constituted authorities or court process, or requested by a shareholder
with respect to information concerning an account as to which such shareholder
has either a legal or beneficial interest or when requested by the Trust, the
shareholder, or the dealer of record as to such account.
11. REPORTS. Winsbury will furnish to the Trust and to its
properly-authorized auditors, investment advisers, examiners, distributors,
dealers, underwriters, salesmen, insurance companies and others designated by
the Trust in writing, such reports at such times as are prescribed in Schedule D
attached hereto, or as subsequently agreed upon by the parties pursuant to an
amendment to Schedule D. The Trust agrees to examine each such report or copy
promptly and will report or cause to be reported any errors or discrepancies
therein no later than three business days from the receipt thereof. In the event
that errors or discrepancies, except such errors and discrepancies as may not
reasonably be expected to be discovered by the recipient within three days after
conducting a diligent examination, are not so reported within the aforesaid
period of time, a report will for all purposes be accepted by and binding upon
the Trust and any other recipient, and Winsbury shall have no liability for
errors or discrepancies therein and shall have no further responsibility with
respect to such report except to perform reasonable corrections of such errors
and discrepancies within a reasonable time after requested to do so by the
Trust.
12. RIGHTS OF OWNERSHIP. All computer programs and procedures
developed to perform services required to be provided by Winsbury under this
Agreement are the property of Winsbury. All records and other data except such
computer programs and procedures are the exclusive property of the Trust and all
such other records and data will be furnished to the Trust in appropriate form
as soon as practicable after termination of this Agreement for any reason.
13. RETURN OF RECORDS. Winsbury may at its option at any time,
and shall promptly upon the Trust's demand, turn over to the
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Trust and cease to retain Winsbury's files, records and documents created and
maintained by Winsbury pursuant to this Agreement which are no longer needed by
Winsbury in the performance of its services or for its legal protection. If not
so turned over to the Trust, such documents and records will be retained by
Winsbury for six years from the year of creation. At the end of such six-year
period, such records and documents will be turned over to the Trust unless the
Trust authorizes in writing the destruction of such records and documents.
14. BANK ACCOUNTS. The Trust and the Funds shall establish and
maintain such bank accounts with such bank or banks as are selected by the
Trust, as are necessary in order that Winsbury may perform the services required
to be performed hereunder. To the extent that the performance of such services
shall require Winsbury directly to disburse amounts for payment of dividends,
redemption proceeds or other purposes, the Trust and Funds shall provide such
bank or banks with all instructions and authorizations necessary for Winsbury to
effect such disbursements.
15. REPRESENTATIONS OF THE TRUST. The Trust certifies to Winsbury
that: (A) as of the close of business on the Effective Date, each Fund which is
in existence as of the Effective Date has authorized unlimited shares, and (B)
by virtue of its Declaration of Trust, shares of each Fund which are redeemed by
the Trust may be sold by the Trust from its treasury, and (C) this agreement has
been duly authorized by the Trust and, when executed and delivered by the Trust,
will constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
16. REPRESENTATIONS OF WINSBURY. Winsbury represents and warrants
that: (A) Winsbury has been in, and shall continue to be in, substantial
compliance with all provisions of law, including Section 17A(c) of the
Securities Exchange Act of 1934, as amended, required in connection with the
performance of its duties under this Agreement; and (B) the various procedures
and systems which Winsbury has implemented with regard to safeguarding from loss
or damage attributable to fire, theft, or any other cause of the blank checks,
records, and other data of the Trust and Winsbury's records, data, equipment
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time to
time as are required for the secure performance of its obligations hereunder.
17. INSURANCE. Winsbury shall notify the Trust should its
insurance coverage with respect to professional liability or errors and
omissions coverage be changed for any reason. Such notification shall include
the date of change and the reasons therefor. Winsbury shall notify the Trust of
any material claims
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against it with respect to services performed under this Agreement, whether or
not they may be covered by insurance, and shall notify the Trust from time to
time as may be appropriate of the total outstanding claims made by Winsbury
under its insurance coverage.
18. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS. The Trust
has furnished to Winsbury the following:
A. Copies of the Declaration of Trust of the Trust and of
any amendments thereto, certified by the proper official
of the state in which such Declaration has been filed.
B. Copies of the following documents:
1. The Trust's By-Laws and any amendments thereto;
2. Certified copies of resolutions of the Board of
Trustees covering the following matters:
a. Approval of this Agreement and authorization
of a specified officer of the Trust to
execute and deliver this Agreement; and
b. Authorization of Winsbury to act as Transfer
Agent for the Trust on behalf of the Funds.
C. Two copies of the following (if such documents are
employed by the Trust):
1. Prospectuses and Statements of Additional
Information for each Fund;
2. Distribution Agreements; and
3. All other forms commonly used by the Trust or its
Distributor with regard to their relationships and
transactions with shareholders of the Funds.
19. INFORMATION FURNISHED BY WINSBURY. Winsbury has
furnished to the Trust the following:
A. Winsbury's Articles of Incorporation.
B. Winsbury's Code of Regulations and any amendments
thereto.
C. Certified copies of actions of Winsbury covering the
following matters:
1. Approval of this Agreement, and authorization of a
specified officer of Winsbury to execute and
deliver this Agreement;
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2. Authorization of Winsbury to act as Transfer Agent
for the Trust.
D. A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed with
the Securities and Exchange Commission pursuant to Rule
17Ad-13 of the Securities Exchange Act of 1934, as amended.
20. AMENDMENTS TO DOCUMENTS. The Trust shall furnish Winsbury
written copies of any amendments to, or changes in, any of the items referred to
in Section 18 hereof forthwith upon such amendments or changes becoming
effective. In addition, the Trust agrees that no amendments will be made to the
Prospectuses or Statement of Additional Information of the Trust which might
have the effect of changing the procedures employed by Winsbury in providing the
services agreed to hereunder or which amendment might affect the duties of
Winsbury hereunder unless the Trust first obtains Winsbury's approval of such
amendments or changes.
21. RELIANCE ON AMENDMENTS. Winsbury may rely on any amendments to
or changes in any of the documents and other items to be provided by the Trust
pursuant to Sections 18 and 20 of this Agreement and the Trust hereby
indemnifies and holds harmless Winsbury from and against any and all claims,
demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character which may
result from actions or omissions on the part of Winsbury in reasonable reliance
upon such amendments and/or changes. Although Winsbury is authorized to rely on
the above-mentioned amendments to and changes in the documents and other items
to be provided pursuant to Sections 18 and 20 hereof, Winsbury shall be under no
duty to comply with or take any action as a result of any of such amendments or
changes unless the Trust first obtains Winsbury's written consent to and
approval of such amendments or changes.
22. COMPLIANCE WITH LAW. Except for the obligations of Winsbury
set forth in Section 10 hereof, the Trust assumes full responsibility for the
preparation, contents and distribution of each prospectus of the Trust, as to
compliance with all applicable requirements of the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and any other laws,
rules and regulations of governmental authorities having jurisdiction. Winsbury
shall have no obligation to take cognizance of any laws relating to the sale of
the Trust's shares. The Trust represents and warrants that no shares of the
Trust will be offered to the public until the Trust's registration statement
under the Securities Act of 1933 and the Investment Company Act of 1940 has been
declared or becomes effective.
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23. NOTICES. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to the party required to be
served with such notice, at the following address: 0000 Xxxx Xxxxxx-Xxxxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000, or at such other address as such party may from time
to time specify in writing to the other party pursuant to this Section.
24. HEADINGS. Paragraph headings in this Agreement are
included for convenience only and are not to be used to construe or interpret
this Agreement.
25. ASSIGNMENT. This Agreement and the rights and duties
hereunder shall not be assignable by either of the parties hereto except by the
specific written consent of the other party. This Section 25 shall not limit or
in any way affect Winsbury's right to appoint a Sub-transfer Agent pursuant to
Section 1 hereof.
26. GOVERNING LAW. This Agreement shall be governed by and
provisions shall be construed in accordance with the laws of the State of Ohio.
27. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The
Sessions Group is a business trust organized under Chapter 1746, Ohio Revised
Code and under a Declaration of Trust, to which reference is hereby made and a
copy of which is on file at the Office of the Secretary of State of Ohio as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "The Sessions Group" entered into in the name or on
behalf thereof by any of the Trustees, officers, employees or agents are made
not individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Trust personally,
but bind only the assets of the Trust, as set forth in Section 1746.13(A), Ohio
Revised Code, and all persons dealing with any of the Funds of the Trust must
look solely to the assets of the Trust belonging to such Fund for the
enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE WINSBURY SERVICE CORPORATION THE SESSIONS GROUP
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxx X. Xxxxxx
---------------------------- -----------------------
Xxxxxxx X. Xxxxxx, Exec. V.P. Xxx X. Xxxxxx, President
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Dated: June 3, 1994
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BETWEEN
THE SESSIONS GROUP
AND
THE WINSBURY SERVICE CORPORATION
JUNE 3, 1994
Name of Fund Date
------------ ----
Riverside Capital Money Market Fund, June 3, 1994
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 Growth Fund,
Riverside Capital Sunbelt Municipal Obligations
Fund and Riverside Capital Equity and Municipal Income Fund
THE SESSIONS GROUP
By /s/ Xxx X. Xxxxxx
-----------------------------
Xxx X. Xxxxxx, President
THE WINSBURY SERVICE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, E. V. Pres.
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SCHEDULE B
TRANSFER AGENCY SERVICES
1. Shareholder Transactions
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend
option, taxpayer identifications number and wire
instructions.
c. Issue confirmation for every transaction.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchasing of
new shares through dividend reinvestment.
2. Shareholder Information Services
a. Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.
b. Produce detail history of transactions through duplicate
or special order statements upon request.
c. Provide mailing labels for distribution of financial
reports, prospectuses, proxy statements, or marketing
material to current shareholders.
3. Compliance Reporting
a. Provide reports to the Securities and Exchange
Commission, the NASD and the States in which the Fund is
registered.
b. Prepare and distribute appropriate Internal Revenue
Service forms for corresponding Fund and shareholder
income and capital gains.
c. Issue tax withholding reports to the Internal Revenue
Service.
4. Dealer/Load Processing (if applicable)
a. Provide reports for tracking rights of accumulation and
purchases made under a Letter of Intent.
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b. Account for separation of shareholder investments from
transaction sale charges for purchases of Fund shares.
c. Calculate fees due under 12b-1 plans for distribution and
marketing expenses.
d. Track sales and commission statistics by dealer and
provide for payment of commissions on direct shareholder
purchases in a load Fund.
5. Shareholder Account Maintenance
a. Maintain all shareholder records for each account in the
Trust.
b. Issue customer statements on scheduled cycle, providing
duplicate second and third party copies if required.
c. Record shareholder account information changes.
d. Maintain account documentation files for each
shareholder.
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Date: May 1, 1994
SCHEDULE C
Fees
Transfer Agent:
Annual fees per fund:
Daily dividend fund base fee $ 16 per shareholder
Variable NAV fund fee $ 14 per shareholder
Annual Minimums:
Institutional transfer agent services:
Per class for less than 100 shareholders: $ 10,000
Per class for 100 to 499 shareholders: 18,000
Per class for 500 or more shareholders: 24,000
Retail transfer agent services:
This schedule applies to any portfolio or class with any of the following
features; combined statementing, 12B-1 fees, load features, checkwriting,
auto-invest or auto-withdrawal processing or special data-base reports.
Per class for less than 100 shareholders: $ 18,000
Per class for 100 to 499 shareholders: 24,000
Per class for 500 or more shareholders: 36,000
Multiple classes of shares:
Classes of shares which have different net asset values or pay different daily
dividends will be treated as separate classes, and the fee schedule above,
including the appropriate minimums, will be charged for each separate class.
Additional services:
Additional services such as XXX processing are subject to additional fees which
will be quoted upon request. Programming costs or data base management fees for
special reports or specialized processing will be quoted upon request.
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Date: May 1, 1994
Out of pocket charges:
Out-of-pocket costs, including postage, Tymnet charges, statement/confirm paper
and forms, and microfiche, will be added to the transfer agent fees.
THE SESSIONS GROUP
By /s/ Xxx X. Xxxxxx
----------------------------
Xxx X. Xxxxxx, President
THE WINSBURY SERVICE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx, E.V.P.
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Date: May 1, 1994
SCHEDULE D
REPORTS
I. Daily Shareholder Activity Journal
II. Daily Fund Activity Summary Report
A. Beginning Balance
B. Dealer Transactions
C. Shareholder Transactions
D. Reinvested Dividends
E. Exchanges
F. Adjustments
G. Ending Balance
III. Daily Wire and Check Registers
IV. Monthly Dealer Processing Reports
V. Monthly Dividend Reports
VI. Sales Data Reports for Blue Sky Registration
VII. Annual report by independent public accountants concerning Winsbury's
shareholder system and internal accounting control systems to be filed
with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of
the Securities Exchange Act of 1934, as amended.
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