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Exhibit (9)(d)
THE SESSIONS GROUP
ADMINISTRATIVE SERVICES PLAN
SECTION 1. Upon the recommendation of the administrator of The Sessions
Group (the "Group"), any officer of the Group is authorized to execute and
deliver, in the name and on behalf of the Group, written agreements in
substantially the form attached hereto as Appendix A or in any other form duly
approved by the Board of Trustees ("Servicing Agreements") with financial
institutions which are shareholders of record or which have a servicing
relationship ("Service Organizations") with the beneficial owners of a class of
the Group's shares of beneficial interest ("Shares") of one or more of the
Group's investment portfolios advised by Xxxxxxxxxx Xxxxxx & Company, Inc. (such
portfolios hereinafter individually called a "Fund" and collectively the
"Funds"). Such Servicing Agreements shall require the Service Organizations to
provide administrative support services as set forth therein and as described in
the Group's applicable Prospectuses to their customers who own of record or
beneficially Shares in consideration for a fee, computed daily and paid monthly
in the manner set forth in the Servicing Agreements, at the annual rate of up to
.25% of the average daily net asset value of Shares owned of record or
beneficially by such customers. Any bank, trust company, thrift institution,
broker-dealer (including BISYS Fund Services Limited Partnership dba BISYS Fund
Services) or other financial institution is eligible to become a Service
Organization and to receive fees under this Plan. All expenses incurred by the
Group with respect to Shares of a particular Fund in connection with the
Servicing Agreements and the implementation of this Plan shall be borne entirely
by the holders of Shares of the Fund.
SECTION 2. So long as this Plan is in effect, the administrator shall
provide to the Group's Board of Trustees, and the Trustees shall review, at
least quarterly, a written report of the amounts expended pursuant to this Plan
and the purposes for which such expenditures were made.
SECTION 3. The Plan shall not take effect with respect to the Shares of
a Fund until it has been approved, together with the form of the Servicing
Agreements, by a vote of a majority of the Trustees who are not "interested
persons" of the Group (as defined in the Investment Company Act of 1940) and who
have no direct or indirect financial interest in the operation of this Plan or
in any agreements related to this Plan (the "Disinterested Trustees"), cast in
person at a meeting called for the purpose of voting on the Plan or such
Servicing Agreement, PROVIDED, however that the Plan shall not be implemented
for a particular Fund prior to the effective date of the post-effective
amendment to the Group's registration statement describing the Plan and its
implementation with respect to that Fund.
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SECTION 4. Unless sooner terminated, this Plan shall continue until
July 9, 1997, and thereafter, shall continue automatically for successive annual
periods provided such continuance is approved at least annually by a majority of
the Board of Trustees, including a majority of the Disinterested Trustees.
SECTION 5. This Plan may be amended at any time with respect to any
Fund by the Board of Trustees, provided that any material amendments of the
terms of this Plan shall become effective only upon the approvals set forth in
Section 4.
SECTION 6. This Plan is terminable at any time with respect to any Fund
by vote of a majority of the Disinterested Trustees.
SECTION 7. While this Plan is in effect, the selection and nomination
of those Disinterested Trustees shall be committed to the discretion of the
Group's Disinterested Trustees.
SECTION 8. This Plan has been adopted as of August 13, 1993 and was
effective October 19, 1993.
SECTION 9. 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 shareholder
of the Group personally, but bind only the assets of the Group, as set forth in
Section 1746.13(A), Ohio Revised Code, and all persons dealing with any of the
Funds of the Group must look solely to the assets of the Group belonging to such
Fund for the enforcement of any claims against the Group.
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