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EXHIBIT (15)(k)
RULE 12b-1 AGREEMENT
THE RIVERSIDE CAPITAL FUNDS
This Agreement is made as of this 1st day of August, 1994, between
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc., a Kentucky Corporation ("Hilliard"), 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 Xxxxxxxx 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. Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx by Winsbury
in its final form.
2. Xxxxxxxx shall provide such security as is necessary to prevent
unauthorized use of computer facilities. Xxxxxxxx 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 Xxxxxxxx, its officers, employees or
agents regarding the purchase, redemption, transfer or registration of Shares
for accounts of Xxxxxxxx, its clients and shareholders. Principals of Xxxxxxxx
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
Xxxxxxxx.
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4. Xxxxxxxx and Winsbury each acknowledge that either party may enter
into similar agreements with others without the consent of the other party.
5. Xxxxxxxx shall prepare such quarterly reports for Winsbury as shall
reasonably be requested by Winsbury.
6. In no transaction shall Xxxxxxxx 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 no payments shall be made under this
Agreement until this Agreement has been approved by the vote of a majority of
the members of the Board of Trustees of the Group, including a majority of those
Trustees 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").
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 Disinterested
Trustees of the Group 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.
J.J.B. XXXXXXXX, X.X.
XXXXX, INC.
Xxxxxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Dated: August 1, 1994 By /s/ F. Xxxxx Xxxxxx
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Authorized Signature
Senior Vice President
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Title
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: August 1, 1994 By The Winsbury Corporation,
General Partner
By /s/ Xxxxxxx X. Xxxxxx
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Authorized Signature
Executive 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 Xxxxxxxx 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 Xxxxxxxx
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.
