<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
THE SESSIONS GROUP
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined);
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_____________________________________
2) Form, Schedule or Registration Statement No.:_______________
3) Filing Party:_______________________________________________
4) Date Filed:_________________________________________________
<PAGE> 2
THE SESSIONS GROUP
Notice of Special Meeting of Shareholders
To the Shareholders of
The Sessions Group
Notice is hereby given that a Special Meeting of Shareholders of The
Sessions Group (the "Group"), will be held on Friday, June 28, 1996, at 10:00
A.M., Eastern Time, at 3435 Stelzer Road, Columbus, Ohio, for the purpose of
considering and acting on the following matters:
1. To elect five trustees of the Group to hold office until the next
meeting of shareholders at which trustees are elected and qualified;
2. To ratify the selection of KPMG Peat Marwick LLP, independent
accountants, as auditors to be employed by the Group for the fiscal
year ending June 30, 1996; and
3. To consider and act upon any matters incidental to the foregoing and
to transact such other business as may properly come before the
Meeting and any adjournment or adjournments thereof.
The close of business on May 16, 1996, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting.
All shareholders are cordially invited to attend the Meeting in
person. If you are unable to do so, please complete the enclosed proxy and
return it in the enclosed envelope.
By Order of the Trustees
May 30, 1996 Nancy E. Converse, Secretary
__________________________________________________________________
YOUR VOTE IS IMPORTANT
In order to avoid the additional expense of a second solicitation, we urge you
to complete, sign and return promptly the enclosed Proxy. The enclosed
addressed envelope requires no postage and is intended for your convenience.
<PAGE> 3
THE SESSIONS GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Trustees of The Sessions Group, an Ohio business trust (the
"Group"), to be used in connection with a Special Meeting of Shareholders of
the Group to be held at 10:00 a.m., Eastern Time, on June 28, 1996 (the
"Meeting"). All persons who are shareholders of the Group as of May 16, 1996,
the record date (the "Record Date"), will be entitled to notice of and to vote
at the Meeting.
Because of the recent resignation of two members of the Group's Board
of Trustees, the remaining Trustees are calling this meeting for the election
of trustees pursuant to Section 16(a) of the Investment Company Act of 1940, as
amended (the "1940 Act"). The Group knows of no other business to be voted
upon at the Meeting other than Items 1 and 2 set forth in the accompanying
Notice of Special Meeting of Shareholders and as described in this Proxy
Statement. The mailing address of the principal executive offices of the Group
is: 3435 Stelzer Road, Columbus, Ohio 43219. The approximate date on which
this Proxy Statement and form of proxy are first sent to shareholders of the
Group is May 30, 1996.
The Trustees have fixed the close of business on the Record Date as
the date for the determination of shareholders entitled to notice of and to
vote at the Meeting. On the Record Date the following shares of beneficial
interest (collectively the "Shares" and individually a "Share") of the Group
were outstanding and entitled to vote at the Meeting: Riverside Capital Money
Market Fund (the "Money Market Fund") - 147,869,307.200 Shares; Riverside
Capital Value Equity Fund (the "Equity Fund") - 5,797,027.386 Shares; Riverside
Capital Fixed Income Fund (the "Income Fund") - 3,307,815.850 Shares; Riverside
Capital Tennessee Municipal Obligations Fund (the "Tennessee Fund") -
1,967,977.799 Shares; Riverside Capital Growth Fund (the "Growth Fund") -
2,432,600.507 Shares; and Riverside Capital Low Duration Government Securities
Fund (the "Government Securities Fund") - 758,875.904 Shares. (The Money
Market Fund, the Equity Fund, the Income Fund, the Tennessee
<PAGE> 4
Fund, the Growth Fund and the Government Securities Fund are hereinafter
referred to as the "Funds.") Each of the Shares is entitled to one vote for
each dollar of net asset value of such Share (and a proportionate fractional
vote for any fractional dollar value) as of the close of business on the Record
Date. As of such time, the net asset values of each Share of the Funds were as
follows: the Money Market Fund, $1.00; the Equity Fund, $14.57; the Income
Fund, $8.81; the Tennessee Fund, $9.76; the Growth Fund, $13.78; and the
Government Securities Fund, $10.00.
Only shareholders of record of the Group at the close of business on
the Record Date will be entitled to notice of and to vote at the Meeting.
Shares represented by management proxies, unless previously revoked, will be
voted at the Meeting in accordance with the instructions of the shareholders.
If no instructions are given, the proxies will be voted in favor of the
proposals. To revoke a management proxy, the shareholder giving such proxy
must either submit to the Group a subsequently dated proxy, deliver to the
Group a written notice of revocation or otherwise give notice of revocation in
open meeting, in all cases prior to the exercise of the authority granted in
the management proxy.
In the event that sufficient votes are not received by the date of the
Meeting, a person named as proxy may propose one or more adjournments of the
Meeting for a reasonable period or periods to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Shares present at the Meeting in person or by proxy. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of the proposal and will vote against
any such adjournment those proxies required to be voted against the proposal.
THE GROUP WILL FURNISH, WITHOUT CHARGE, A COPY OF THE GROUP'S MOST
RECENT ANNUAL REPORT TO SHAREHOLDERS AND THE MOST RECENT SEMI-ANNUAL REPORT TO
SHAREHOLDERS SUCCEEDING THE ANNUAL REPORT, UPON REQUEST, WHICH MAY BE MADE
EITHER BY WRITING TO THE GROUP AT THE ADDRESS ABOVE OR BY CALLING TOLL-FREE
(800) 874-8376. THE ANNUAL REPORT AND THE SEMI-ANNUAL REPORT WILL BE MAILED TO
YOU BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
ELECTION OF TRUSTEES - ISSUE 1
It is the present intention that the enclosed proxy will be used for
the purposes of voting in favor of the election of each of the following
nominees as a Trustee to hold office until the next meeting of shareholders at
which Trustees are elected and until his or her successor is elected and
qualified. Other than Ms. Converse and Dr. Woodward, each of the nominees
presently is a Trustee of the Group. Pursuant to Rule 14a-4(d) under the
Securities Exchange Act of 1934, each nominee has consented to be named in the
Proxy
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<PAGE> 5
Statement and to serve if elected. It is not expected that any of the nominees
will decline or become unavailable for election, but in case this should
happen, the discretionary power given in the proxy may be used to vote for a
substitute nominee or nominees.
<TABLE>
<CAPTION>
SHARES OF
AN OFFICER THE GROUP
OR TRUSTEE BENEFICIALLY
NAME, AGE AND POSITION OF THE OWNED AS OF
WITH THE GROUP PRINCIPAL OCCUPATION GROUP SINCE MAY 16, 1996**
-------------- -------------------- ----------- ------------
<S> <C> <C> <C>
Nancy E. Converse* Since 1990, employee of BISYS 1995 --
Age 46 Fund Services Limited
Secretary Partnership (formerly, The
Winsbury Company) or BISYS Fund
Services Ohio, Inc. (formerly
The Winsbury Service
Corporation).
Walter B. Grimm* From June, 1992 to present, 1994 2,822.760
Age 50 employee of BISYS Fund Services Shares of the
Chairman of the Board Limited Partnership (formerly Money Market
and President The Winsbury Company); from Fund
July, 1981 to June, 1992,
President of Leigh Investments
Consulting (investment firm).
Maurice G. Stark Consultant; from 1979 to 1988 --
Age 60 December, 1994, Vice President -
Trustee Finance and Chief Financial
Officer, Battelle Memorial
Institute (scientific research
and development service
corporation).
James H. Woodward, Ph.D. Since July 1991, Chancellor of -- --
Age 56 The University of North Carolina
Chalmers P. Wylie From April, 1993 to present, Of 1993 --
Age 75 Counsel with Emens, Kegler,
Trustee Brown, Hill & Ritter (law firm);
from January, 1993 to present,
Adjunct Professor at The Ohio
State University; from January,
1967 to January, 1993, Member of
the United States House of
Representatives for the 15th
District.
</TABLE>
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- ------------------------------
* Ms. Converse and Mr. Grimm, by virtue of their employment with BISYS
Fund Services Limited Partnership, the Group's principal underwriter
("BISYS"), are each considered an "interested person" of the Group, as
that term is defined in Section 2(a)(19) of the 1940 Act.
** As of May 16, 1996, the Trustees and the officers of the Group, as a
group, owned less than 1% of the outstanding Shares of any Fund or of
the Group as a whole.
Each of the Trustees or nominees for Trustee also serves on the Board
of Trustees of The Coventry Group, another registered open-end management
investment company. Mr. Grimm is also a Trustee of The AmSouth Funds, American
Performance Funds, The Arch Fund, Inc., MMA Praxis Mutual Funds, Marketwatch
Funds and Qualivest Funds, each of which is a registered management investment
company. Ms. Converse is also a Trustee of The Highmark Group and Marketwatch
Funds, each of which is a registered management investment company. Dr.
Woodward is also a Trustee of The AmSouth Funds, a registered investment
company, and J.A. Jones, Inc.
Trustees receiving a plurality vote shall be elected.
During the fiscal year ended June 30, 1995, the Group's Trustees held
four meetings. All incumbent Trustees of the Group attended at least 75% of
the meetings. The Trustees have established no committees.
The following table sets forth information regarding all compensation
paid by the Group to its Trustees for their services as trustees during the
fiscal year ended June 30, 1995. The Group has no pension or retirement plans
and pays no compensation to any officer or employee of BISYS or any of its
affiliates for acting as trustee of the Group.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate Total Compensation
Name and Position Compensation From the Group
With the Group From the Group and the Fund Complex*
- ----------------- ---------------- ---------------------
<S> <C> <C>
Maurice G. Stark $7,871 $7,871
Trustee
Michael M. VanBuskirk(1) $7,871 $7,871
Trustee
Chalmers P. Wylie $7,871 $7,871
Trustee
</TABLE>
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___________________
*For purposes of this Table, Fund Complex means one or more mutual
funds, including the Funds, which have a common investment adviser or
affiliated investment advisers or which hold themselves out to the public as
being related.
(1) Mr. VanBuskirk resigned his position as trustee of the Group effective
May 3, 1996.
OTHER EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
other executive officers of the Group:
<TABLE>
<CAPTION>
AN OFFICER
NAME, AGE AND POSITION PRINCIPAL OCCUPATION OF THE
WITH THE GROUP DURING THE PAST FIVE YEARS GROUP SINCE
-------------- -------------------------- -----------
<S> <C> <C>
J. David Huber Since June, 1987, employee of BISYS Fund 1988
Age 49 Services Limited Partnership (formerly The
Vice President Winsbury Company); from September, 1988 to
present, Vice President of BISYS Fund
Services Ohio, Inc. (formerly The Winsbury
Service Corporation).
William J. Tomko Since April, 1987, employee of BISYS Fund 1990
Age 36 Services Limited Partnership (formerly The
Vice President Winsbury Company).
Stephen G. Mintos Since 1987, employee of BISYS Fund Services 1990
Age 41 Limited Partnership (formerly The Winsbury
Treasurer Company).
R. Jeffrey Young From October, 1993 to present, employee of 1993
Age 33 BISYS Fund Services Limited Partnership or
Assistant Secretary BISYS Fund Services Ohio, Inc., from April
1989 to October 1993, employee of The Heebink
Group.
Alaina V. Metz Since June, 1995, employee of BISYS Fund 1995
Age 29 Services Limited Partnership; prior thereto
Assistant Secretary and since May, 1989, employee of Alliance
Capital Management LLP (investment management
firm).
</TABLE>
____________________
Officers of the Group are elected for terms of one year and until
their respective successors are chosen and qualified, subject to removal from
office at any time by a vote of the majority of the Board of Trustees. None of
the officers of the Group receives compensation from the Group.
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<PAGE> 8
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS - ISSUE 2
The Board of Trustees of the Group, including a majority of the Board
of Trustees who are not "interested persons," on August 17, 1995, approved the
selection of KPMG Peat Marwick LLP as the independent public accountants of the
Group. Unless instructed in the Proxy to the contrary, the persons named
therein intend to vote in favor of the ratification of the selection of KPMG
Peat Marwick LLP as independent public accountants of the Group to serve for
the fiscal year ending June 30, 1996.
Shareholders of all Funds of the Group will vote jointly on the
proposal to ratify the selection of KPMG Peat Marwick LLP as independent public
accountants of the Group to serve for the fiscal year ending June 30, 1996.
Ratification requires the affirmative vote of shareholders holding a majority
of the voting power of the Group who are present at the Meeting in person or by
proxy.
A representative of KPMG Peat Marwick LLP will be available by
telephone during the Meeting with an opportunity to make a statement if the
representative desires to do so and to respond to appropriate questions.
FURTHER INFORMATION REGARDING THE GROUP
INVESTMENT ADVISER
National Bank of Commerce ("NBC"), One Commerce Square, Memphis,
Tennessee 38150, serves as investment adviser to each of the Funds. For the
fiscal year ended June 30, 1995, NBC earned the following amounts for its
investment advisory services to the Funds: the Money Market Fund - $549,669;
the Equity Fund - $719,870; the Fixed Income Fund - $268,630; the Tennessee
Fund - $127,967; the Growth Fund - $118,392; and the Government Securities Fund
- - $41,005. NBC voluntarily waived all of such fees with respect to the
Tennessee Fund, the Growth Fund and the Government Securities Fund. During
such year, NBC also voluntarily contributed $97,370 of its investment advisory
fees to the Money Market Fund. In addition, NBC purchased securities from the
Money Market Fund for their carrying value of $14,199,150 plus accrued
interest. The market value of these securities at the date of the sale to NBC
was $13,667,783. The voluntary contribution of investment advisory fees and
the difference between the market value and carrying value of the securities on
the transaction date were reflected in the Group's financial statements as a
capital contribution to the Money Market Fund.
DISTRIBUTOR AND ADMINISTRATOR
BISYS serves as the principal underwriter of Shares of each Fund
pursuant to a Distribution Agreement with the Group. In its capacity as
principal underwriter, BISYS is available to receive
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<PAGE> 9
purchase orders and redemption requests relating to Shares of the Funds. BISYS
also serves as administrator of each of the Funds series pursuant to Management
and Administration Agreements with the Group. BISYS' address is 3435 Stelzer
Road, Columbus, Ohio 43219.
The sole general partner of BISYS is BISYS Fund Services, Inc. and its
sole limited partner is WC Subsidiary Corporation, each of whose address is 150
Clove Road, Little Falls, New Jersey 07424. BISYS Fund Services, Inc. and WC
Subsidiary Corporation are both wholly owned by The BISYS Group, Inc., 150
Clove Road, Little Falls, New Jersey 07424, a publicly held corporation.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of May 16, 1996,
for each of the Funds with respect to each person or group known by the Group
to be the beneficial owner of more than 5% of any class of the Group's
outstanding voting securities:
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS AMOUNT AND NATURE OF
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------- ----------------------- -------
<S> <C> <C> <C>
Shares of the National Bank of Commerce One 99,341,952.26(1) 70.48%
Money Market Fund Commerce Square
Memphis, Tennessee 38150
Northern Trust Bank
P.O. Box 92956 26,994,258.80 19.15%
Chicago, Illinois 60675-2956
Shares of the Equity National Bank of Commerce One 5,424,430.40(1) 93.56%
Fund Commerce Square
Memphis, Tennessee 38150
Shares of the Income National Bank of Commerce One 3,056,516.54(1) 92.43%
Fund Commerce Square
Memphis, Tennessee 38150
Shares of the Tennessee National Bank of Commerce 1,150,123.06(1) 80.76%
Fund One Commerce Square
Memphis, Tennessee 38150
Mary Mhoon Walker
2724 Lobardy 102,520.01 5.28%
Memphis, Tennessee 38111
National Financial Services Corp.
FBO Customers 188,427.56(1) 9.71%
Church Street Station
P. O. Box 3908
New York, New York 1008-3908
Shares of the Growth National Bank of Commerce 2,324,305.79(1) 97.83%
Fund One Commerce Square
Memphis, Tennessee 38150
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C> <C>
Shares of the National Bank of Commerce 758,340.31(1) 99.48%
Government Securities One Commerce Square
Fund Memphis, Tennessee 38150
</TABLE>
(1) The designated beneficial owner possesses on behalf of its
underlying accounts voting or investment power with respect to these Shares.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at any future
Meeting of Shareholders must be received by the Group at its principal office a
reasonable time before the Group's solicitation of proxies for such meeting in
order for such proposal to be considered for inclusion in the Group's Proxy
Statement and form or forms of Proxy relating to such meeting.
ADDITIONAL INFORMATION
With respect to the actions to be taken by the shareholders of the
Group on the matters described in this Proxy Statement, (i) a majority of all
votes attributable to the outstanding Shares of the Group present in person or
by proxy at the Meeting shall constitute a quorum; provided, that no action
required by law or the Group's Declaration of Trust to be taken by the holders
of a designated proportion of Shares may be authorized or taken by a lesser
proportion; and (ii) abstentions and broker non-votes, as described below,
shall be treated as votes present for purposes of determining whether a quorum
exists, and for purposes of determining whether an issue has been approved,
abstentions and broker non-votes are treated as against votes. As used above,
broker non-votes are Shares for which a broker holding such Shares for a
beneficial owner has not received instructions from the beneficial owner and
may not exercise discretionary voting power with respect thereto, although such
broker may have been able to vote such Shares on other matters at the Meeting
for which it has discretionary authority or instructions from the beneficial
owner. The Group will bear all costs associated with the solicitation of
proxies from the shareholders.
By Order of the Trustees
May 30, 1996 Nancy E. Converse, Secretary
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<PAGE> 11
THE SESSIONS GROUP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE SESSIONS GROUP
PROXY PROXY
- ----- -----
The undersigned hereby appoints Walter B. Grimm, J. David Huber and Nancy E.
Converse, and each of them, with full power of substitution, proxies to vote and
act with respect to all Shares of THE SESSIONS GROUP (the "Group"), which the
undersigned is entitled to vote, at the Special Meeting of Shareholders of the
Group to be held Friday, June 28, 1996, at its offices at 3435 Stelzer Road,
Columbus, Ohio, at 10:00 A.M., Eastern Time, and at any and all adjournments
thereof, on the proposals listed on the back hereof and any other matters that
may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders dated May 30, 1996, and the Proxy Statement attached thereto.
If shares are registered in joint name,
both parties must sign the proxy. If the
registration is as attorney, executor,
administrator, trustee, or guardian, please
sign full title as such.
(Please sign legibly exactly as the name
is printed on the left.)
---------------------------------------------
(Signature of Shareholder)
---------------------------------------------
(Signature of Shareholder)
Dated: ____________________, 1996
PLEASE DATE, SIGN AND MAIL PROMPTLY
<PAGE> 12
The Shares represented by this proxy will be voted upon the proposals listed
hereon in accordance with the instructions given by the shareholder, but if no
instructions are given this proxy will be voted FOR the proposals, and will be
voted in accordance with the best judgment of the proxies on any other matter
which properly comes before the Meeting.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
(1) FOR / / all nominees listed below WITHHOLD AUTHORITY / / to vote for
(except as completed below): all nominees listed below:
Nancy E. Converse Walter B. Grimm Maurice G. Stark James H. Woodward, Ph.D. and Chalmers P. Wylie
Instruction: To withhold authority to vote for any one or more nominees, but less than all nominees, write the nominees' names
in the following space.
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(2) The ratification of the selection of KPMG Peat Marwick LLP FOR / / AGAINST / / ABSTAIN / /
as independent certified public accountants for the
fiscal year ending June 30, 1996.
</TABLE>
