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EXHIBIT (15)(d)
RULE 12b-1 AGREEMENT
RIVERSIDE CAPITAL MONEY MARKET FUND
RIVERSIDE CAPITAL EQUITY FUND
RIVERSIDE CAPITAL FIXED INCOME FUND AND
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
This Agreement is made as of this 1st day of October, 1993, between
National Bank of Commerce (the "Bank"), and The Winsbury Company Limited
Partnership ("Winsbury"), the Distributor of shares of beneficial interest
("Shares") of Riverside Capital Money Market Fund, Riverside Capital Equity
Fund, Riverside Capital Fixed Income Fund and Riverside Capital Tennessee
Municipal Obligations Fund (the "Funds"), four series of The Sessions Group (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 the Bank to render administrative and
shareholder support services to each Fund and its shareholders. Administrative
and shareholder support services may include, but are not limited to, providing
office space, equipment, telephone facilities and various personnel including
clerical, supervisory and computer, as is necessary or beneficial to establish
and maintain shareholder accounts and records; process purchase and redemption
transactions; process automatic investments of client account cash balances;
answer routine client inquiries regarding each Fund; assist clients in changing
dividend option, account designations and addresses; and providing such other
services as the Group, on behalf of any of the Funds, or Winsbury may reasonably
request. The Bank represents that it is willing and possesses legal authority to
provide the services contemplated by this Agreement without violation of
applicable laws (including the Xxxxx-Xxxxxxxx Act) and regulations.
2. The Bank shall provide such security as is necessary to prevent
unauthorized use of computer facilities. The Bank agrees to release, indemnify
and hold harmless each Fund, 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 the Bank, its officers, employees or agents
regarding the purchase, redemption, transfer or registration of Shares for
accounts of the Bank, its clients and shareholders. Principals of the Bank 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.
The Bank represents and acknowledges (i) that the Department of Labor views the
Employee Retirement Income Security Act of 1974 ("ERISA") as prohibiting
fiduciaries of discretionary ERISA assets from receiving and retaining
administrative service fees or other compensation with respect to such
discretionary ERISA assets from funds in which the fiduciary's discretionary
ERISA assets are invested, (ii) to date, the Department of Labor has not
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issued any exemptive order or advisory opinion that would exempt fiduciaries
from this interpretation, (iii) without specific authorization from the
Department of Labor, fiduciaries should carefully avoid investing discretionary
ERISA assets in any fund pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment of discretionary ERISA assets, (iv)
receipt and retention of such compensation could violate ERISA provisions
against fiduciary self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties, and (v) discretionary ERISA assets are
employee benefit plan assets with respect to which a person directly or
indirectly renders investment advice, or has the authority or responsibility to
do so, or with respect to the management of such assets, the person has
discretionary authority or responsibility. The Bank represents and agrees with
Winsbury and the Funds that its investments in each Fund's Shares will be made
in accordance with ERISA, and any similar laws or regulations, including, but
not limited to, Prohibited Transaction Class Exemption 77-4, as may be modified,
supplemented or superseded from time to time.
4. The Bank and Winsbury each acknowledge that either party may enter
into similar agreements with others without the consent of the other party.
5. The Bank shall prepare such quarterly reports for Winsbury as shall
reasonably be requested by Winsbury.
6. In no transaction shall the Bank 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 prospectus of the
Funds and any such information as may be officially designated as information
supplemental to the prospectus.
8. This Agreement is a related agreement under the Group's Distribution
and Shareholder Service Plan (the "Plan").
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.
NATIONAL BANK OF COMMERCE
Xxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Dated: October 1, 1993 By /s/ Xxxx Xxxxxx
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Authorized Signature
Senior Vice President
----------------------------
Title
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: October 1, 1993 By The Winsbury Corporation,
General Partner
By /s/ Xxxxxxx X. Xxxxxxxx
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Authorized Signature
Senior Vice President
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Title
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RIVERSIDE CAPITAL MONEY MARKET FUND
RIVERSIDE CAPITAL EQUITY FUND
RIVERSIDE CAPITAL FIXED INCOME FUND AND
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
EXHIBIT A TO RULE 12b-1 AGREEMENT WITH
THE WINSBURY COMPANY LIMITED PARTNERSHIP ("WINSBURY")
With respect to each Fund, Winsbury will pay the Bank, 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 the Bank
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.
