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EXHIBIT 15j
RULE 12b-1 AGREEMENT
THE RIVERSIDE CAPITAL FUNDS
This Agreement is made as of this 16th day of May, 1994, between
Xxxxxx, Xxxxxx & Co., a Tennessee corporation ("M-K"), 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 M-K 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. M-K
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 M-K 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 M-K by Winsbury in its final form.
2. M-K shall provide such security as is necessary to prevent
unauthorized use of computer facilities. M-K 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 M-K, its officers, employees or agents
regarding the purchase, redemption, transfer or registration of Shares for
accounts of M-K, its clients and shareholders. Principals of M-K 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
M-K.
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4. M-K and Winsbury each acknowledge that either party may enter into
similar agreements with others without the consent of the other party.
5. M-K shall prepare such quarterly reports for Winsbury as shall
reasonably be requested by Winsbury.
6. In no transaction shall M-K 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 with respect to Riverside Capital Equity
and Municipal Income Fund, this Agreement shall not take effect until the Plan
has been approved by such Fund's initial Shareholder and the Post-Effective
Amendment to the Group's Registration Statement on Form N-1A with respect to
such Fund's Shares has become effective.
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.
XXXXXX XXXXXX & CO.
00 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
Dated: May 16, 1994 By /s/ Xxxxxxxx Xxxxxx
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Authorized Signature
Managing Director
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Title
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: May 16, 1994 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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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 M-K 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 M-K
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.
