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EXHIBIT (15)(e)
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RULE 12b-1 AGREEMENT
RIVERSIDE CAPITAL MONEY MARKET FUND
RIVERSIDE CAPITAL EQUITY FUND
RIVERSIDE CAPITAL FIXED INCOME FUND
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
This Agreement is made as of this 19th day of October, 1993, 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 Money Market Fund, Riverside
Capital Equity Fund, Riverside Capital Fixed Income Fund and Riverside Capital
Tennessee Municipal Obligations Fund (the "Funds"), four 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: October 19, 1993 By
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Authorized Signature
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Title
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Dated: October 19, 1993 By The Winsbury Corporation,
General Partner
By
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Authorized Signature
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Title
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RIVERSIDE CAPITAL MONEY MARKET FUND
RIVERSIDE CAPITAL EQUITY FUND
RIVERSIDE CAPITAL FIXED INCOME FUND
RIVERSIDE CAPITAL TENNESSEE 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; provided, however, that in no event shall C.I.C. or
any agent of C.I.C. be paid any fees under this Rule 12b-1 Agreement for
services to an account for which National Bank of Commerce is receiving any fees
under its Rule 12b-1 Agreement, with respect to such Fund, with Winsbury.
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.
