1
EXHIBIT (15)(h)
RULE 12b-1 AGREEMENT
RIVERSIDE CAPITAL LOW DURATION
GOVERNMENT SECURITIES FUND
RIVERSIDE CAPITAL GROWTH FUND
RIVERSIDE CAPITAL SUNBELT MUNICIPAL OBLIGATIONS FUND
This agreement is made this 5th day of April, 1994, between The Sessions
Group, an Ohio business trust (the "Group"), and The Winsbury Company Limited
Partnership, an Ohio limited partnership ("Winsbury"), the Distributor of shares
of beneficial interest ("Shares") of Riverside Capital Low Duration Government
Securities Fund, Riverside Capital Growth Fund and Riverside Capital Sunbelt
Municipal Obligations Fund (collectively, the "Funds" and individually, a
"Fund"), three series of the Group. In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties hereto as
follows:
1. The Group hereby appoints Winsbury to render distribution and
shareholder support services to each of the Funds and their shareholders.
Distribution and shareholder support services may include, but are not limited
to, distributing prospectuses to persons other than Shareholders of the Funds;
marketing and advertising the Shares 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 Funds may reasonably request. Winsbury represents that it is
willing and possesses legal authority to provide the services contemplated by
this Agreement without violation of any applicable laws.
2. Winsbury agrees to release, indemnify and hold harmless the Funds and
the Group from any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by Winsbury, its officers,
employees or agents regarding the purchase, redemption, transfer or registration
of Shares for accounts of Winsbury, its clients and shareholders of the Funds,
or from any breach or default by Winsbury of any of its duties and obligations
under this Agreement.
3. The Group will pay Winsbury such fees as are set forth in Exhibit A
hereto.
4. Winsbury shall prepare such quarterly reports for the Group as shall
reasonably be requested by the Group.
5. No person is authorized to make any representations concerning a Fund
or its Shares except those contained in the current prospectus of the Fund and
any such information as may be officially designated as information supplemental
to the prospectus.
6. This Agreement is a related agreement under the Group's Distribution
and Shareholder Service Plan (the "Plan").
2
7. This Agreement may be terminated at any time, 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 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.
8. This Agreement will terminate automatically in the event of its
assignment as defined in the Investment Company Act of 1940, as amended, or upon
the termination of the Distribution Agreement between the Group and Winsbury.
9. The 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 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 the Fund must look solely to the
assets of the Group belonging to the Fund for the enforcement of any claims
against the Group.
THE SESSIONS GROUP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: April 5, 1994 By /s/ Xxx X. Xxxxxx
-----------------------------------
Xxx X. Xxxxxx, President
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: April 5, 1994 By The Winsbury Corporation,
General Partner
By /s/Xxxxxxx X. Xxxxxxxx
-----------------------------
Senior Vice President
-2-
3
RIVERSIDE CAPITAL LOW DURATION
GOVERNMENT SECURITIES FUND
RIVERSIDE CAPITAL GROWTH FUND
RIVERSIDE CAPITAL SUNBELT MUNICIPAL OBLIGATIONS FUND
EXHIBIT A TO RULE 12b-1 AGREEMENT WITH
THE WINSBURY COMPANY LIMITED PARTNERSHIP ("WINSBURY")
The Group will pay Winsbury a monthly fee computed at the annual rate of
0.25% of the average aggregate net asset value of Shares of a Fund held during
the period in accounts for which Winsbury 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.
