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EXHIBIT (15)(g)
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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 as of this 5th day of April, 1994, between
Commerce Investment Corporation, a Tennessee corporation ("C.I.C."), and The
Winsbury Company 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 (the "Funds"), three 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 C.I.C. 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. C.I.C. 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, the Securities
Exchange Act of 1934 and applicable state securities laws) and regulations. Any
advertising and sales literature to be printed or distributed by C.I.C. 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 C.I.C. by Winsbury in its final form.
2. C.I.C. shall provide such security as is necessary to prevent
unauthorized use of computer facilities. C.I.C. agrees to release, indemnify and
hold harmless 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 C.I.C., its officers, employees or agents
regarding the purchase, redemption, transfer or registration of Shares for
accounts of C.I.C., its clients and shareholders. Principals of C.I.C. 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
C.I.C. or to any duly appointed agent of C.I.C., including, at least initially,
but not limited to, National Financial Clearing Corporation.
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4. C.I.C. and Winsbury each acknowledge that either party may enter
into similar agreements with others without the consent of the other party.
5. C.I.C. shall prepare such quarterly reports for Winsbury as shall
reasonably be requested by Winsbury.
6. In no transaction shall C.I.C. 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.
COMMERCE INVESTMENT CORPORATION
Xxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Dated: April 5, 1994 By /s/ Xxxxxx X. Xxxxxx
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Authorized Signature
First Vice President
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Title
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
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Authorized Signature
Senior Vice President
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Title
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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")
With respect to each Fund, Winsbury will pay to C.I.C. or to any duly
appointed agent of C.I.C., including, at least initially, but not limited to,
National Financial Clearing Corporation, 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 C.I.C. 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.
