<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 Section 240.14a-11(c) or Section 240.14a-12
THE SESSIONS GROUP
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N/A
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[X] No fee required.
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1) Title of each class of securities to which transaction applies:
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<PAGE> 2
RIVERSIDE CAPITAL MONEY MARKET FUND
RIVERSIDE CAPITAL VALUE EQUITY FUND
RIVERSIDE CAPITAL FIXED INCOME FUND
RIVERSIDE CAPITAL GROWTH FUND
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
FIVE SERIES OF
THE SESSIONS GROUP
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Riverside Capital
Money Market Fund, Riverside Capital Value
Equity Fund, Riverside Capital Fixed Income
Fund, Riverside Capital Growth Fund and
Riverside Capital Tennessee Municipal Obligations
Fund (collectively, the "Funds"):
Notice is hereby given that a Special Meeting of Shareholders of the Funds,
five series of The Sessions Group (the "Group"), will be held on Tuesday, March
31, 1998, at 10:00 A.M., Eastern Time, at 3435 Stelzer Road, Columbus, Ohio (the
"Meeting"), for the purpose of considering and acting on the following matters:
1. To approve the Plan of Dissolution, Liquidation and Termination of
the Funds (the "Plan"), which Plan was unanimously approved at a special
meeting of the Board of Trustees of the Group held on February 20, 1998;
and
2. 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 February 9, 1998, has been fixed as the record
date for the determination of shareholders of the Funds entitled to notice of
and to vote at the Meeting.
All shareholders of the Funds 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,
/s/ GEORGE L. STEVENS
George L. Stevens, Secretary
March 6, 1998
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
RIVERSIDE CAPITAL MONEY MARKET FUND
RIVERSIDE CAPITAL VALUE EQUITY FUND
RIVERSIDE CAPITAL FIXED INCOME FUND
RIVERSIDE CAPITAL GROWTH FUND
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
FIVE SERIES OF
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
Riverside Capital Money Market Fund (the "Money Market Fund"), Riverside Capital
Value Equity Fund (the "Value Fund"), Riverside Capital Fixed Income Fund (the
"Income Fund"), Riverside Capital Growth Fund (the "Growth Fund") and Riverside
Capital Tennessee Municipal Obligations Fund (the "Tennessee Fund"), five series
of the Group (collectively, the "Funds" and individually a "Fund"), to be held
at 10:00 a.m., Eastern Time, on Tuesday, March 31, 1998 (the "Meeting"). All
persons who are shareholders of the Funds as of February 9, 1998, the record
date (the "Record Date"), will be entitled to notice of and to vote at the
Meeting.
The Group knows of no other business to be voted upon at the Meeting other
than Proposal 1 set forth in the accompanying Notice of Special Meeting of
Shareholders and as described in this Proxy Statement. If any other matters are
presented, it is the intention of the persons named on the enclosed proxies to
vote proxies in accordance with their best judgment. 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 forms of proxy are
first sent to shareholders of the Funds is on or about March 9, 1998.
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 Funds were
outstanding and entitled to vote at the Meeting: the Money Market
Fund -- 116,159,084.99 Shares; the Value Fund -- 5,304,709.918 Shares; the
Income Fund -- 2,645,769.858 Shares; the Growth Fund -- 2,288,357.155 Shares;
and the Tennessee Fund -- 1,747,114.410 Shares. 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 per Share
of each of the Funds were as follows: the Money Market Fund -- $1.00; the Value
Fund -- $16.60; the Income Fund -- $8.67; the Growth Fund -- $18.61; and the
Tennessee Fund -- $10.19.
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 and the proxy is properly executed and returned to
the Group, the proxies will be voted in favor of the Proposal. 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.
<PAGE> 4
In the event that (1) sufficient votes to constitute a quorum are not
received by the date of the Meeting or (2) a quorum as to the Proposal is
present at the Meeting but sufficient votes to approve the Proposal with respect
to one or more of the Funds are not received, 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, provided they determine that
such an adjournment and additional solicitation is reasonable and in the
interest of shareholders. Any such adjournment will require the affirmative vote
of the holders of a majority of the votes attributable to 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 AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS OF THE FUNDS UPON REQUEST, WHICH
REQUEST MAY BE MADE EITHER BY WRITING TO THE GROUP AT THE ADDRESS ABOVE OR BY
CALLING TOLL-FREE (800) 874-8376. THE ANNUAL AND SEMI-ANNUAL REPORTS WILL BE
MAILED TO YOU BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL 1 -- APPROVAL OF THE PLAN OF DISSOLUTION,
LIQUIDATION AND TERMINATION (THE "PLAN")
THE LIQUIDATION IN GENERAL
The Group proposes to liquidate the assets and dissolve the Funds pursuant
to the provisions of the Plan as approved by the Board on February 20, 1998,
when the Board determined that an orderly liquidation of each Fund's assets was
in the best interests of that Fund and its shareholders. The Plan, a copy of
which is attached to this Proxy Statement as Exhibit A, provides for the
complete liquidation of all of the assets of each Fund. If the Plan is approved
as to a Fund by the requisite shareholder vote, National Bank of Commerce, as
the Funds' investment adviser ("NBC"), will undertake to liquidate that Fund's
assets at market prices and on such terms and conditions as NBC shall determine
to be reasonable and in the best interests of the Fund and its shareholders.
If the Plan is approved by the shareholders of one or more of the Funds,
but not all of the Funds, the Plan will be implemented as to those Funds for
which it is approved. In the event the Plan is not approved by the requisite
shareholder vote as to a particular Fund, the Board will consider what other
action should be taken with respect to such Fund.
REASONS FOR THE LIQUIDATION
The Funds are currently five series of the Group, each of which is advised
by NBC. Currently a substantial majority of the Shares of each Fund is held by
NBC in its capacity as trustee or fiduciary for one or more of its trust
customers, including certain plans and trusts. NBC has advised management of the
Group that NBC has determined to deploy all assets currently invested in the
Funds in other investments and that NBC does not intend to continue providing
services to open-end management investment companies, or series thereof, like
the Funds in the future.
At the February 20, 1998, Board meeting, the Board considered various
alternatives for the Funds: (i) reorganizing the Funds with other investment
companies with similar investment objectives; (ii) continuing to operate the
Funds without NBC as an investor or as investment adviser; and (iii) liquidating
the Funds. NBC reported to the Board that it had considered each alternative and
had concluded that a prompt liquidation of the Funds was the alternative that
was in the best interests of the shareholders and the most feasible. NBC
reported that it had explored the possible reorganization of the Funds with
other similar investment companies or series thereof and that such a option was
not realistic because of the costs associated with such a reorganization,
including possible federal income tax results, and the length of time required
to complete such a reorganization.
The Board acknowledged that NBC had sought other alternatives, including
attempting to find other investment managers and reorganization candidates. The
Board also reviewed the asset size, growth, expense ratios and fee waivers of
each Fund as they exist currently and as estimated by management if NBC were no
longer an investor in the Funds.
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<PAGE> 5
The Board recognized that there had not been much growth of Fund assets as
a result of investments by new shareholders during the past several years. The
Board also recognized if NBC were to liquidate its positions in the Funds, that
such liquidations would cause Fund expenses, as a percentage of the remaining
net assets, to increase substantially and that would have a serious negative
impact on remaining shareholders and would make it even more difficult to
attract any new shareholders. The Board also determined that it was not feasible
to consider finding another investment adviser since the Funds were organized to
be sold primarily to trust customers of NBC.
The Board, including all of the Trustees who are not "interested persons"
of the Group (as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act")), then unanimously adopted resolutions approving the
Plan, declaring the proposed liquidation and dissolution advisable and directing
that it be submitted to the shareholders of the Funds for consideration. In
connection with the proposal, each Fund will bear its pro rata portion of the
costs associated with the liquidation of the Funds, which are expected to total
approximately $300,000. The Trustees have instructed the Funds' fund accountant
to begin accruing such costs and all other estimated expenses for the Funds
through the proposed date of liquidation.
The liquidation of the assets and termination of each Fund will have the
effect of permitting that Fund's shareholders to invest the distributions to be
received by them upon such Fund's liquidation in investment vehicles of their
own choice.
In the event that the shareholders of a Fund do not approve the Plan, the
Board will continue to search for other alternatives for that Fund. The approval
and implementation of the Plan for one Fund is not conditioned upon the approval
of the Plan by shareholders of the other Funds.
PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION
The Plan, a copy of which is attached hereto as Exhibit A, provides for the
complete liquidation of all of the assets of each Fund. Although portions of the
Plan are summarized in this Proxy Statement, such summaries are qualified by
reference to the Plan itself. If the Plan is approved, NBC will undertake to
liquidate the Funds' assets at market prices and on such terms and conditions as
NBC shall determine to be reasonable and in the best interests of the Funds and
their respective shareholders.
Before liquidating, each Fund may make one or more dividend distributions
of tax-exempt income and income or capital gain realized on the disposition of
portfolio securities.
The Plan may be amended by the Board of Trustees at anytime, without
shareholder approval, in the event such amendment is determined to be in the
best interests of the Funds and their shareholders. It is anticipated that such
amendments will only be adopted in response to unanticipated events or
consequences.
LIQUIDATION VALUE
If the Plan is adopted by a Fund's shareholders at the Meeting, as soon as
practicable after the consummation of the sale of all of that Fund's portfolio
securities and the payment (or provision for payment) of all of that Fund's
known expenses, charges, liabilities and other obligations and the payment of
ordinary and capital gains dividends, each shareholder of that Fund will receive
a cash distribution in an amount equal to the net asset value per share, as
determined in accordance with the Fund's current Prospectus and Statement of
Additional Information, together with accrued and unpaid dividends and
distributions, with respect to each of the shareholder's Shares of such Fund
(the "Liquidation Distribution"). It is anticipated that Liquidation
Distributions shall be paid directly by check made payable to the shareholder of
record or deposited directly into a designated bank account of the shareholder
of record at NBC.
FEDERAL INCOME TAX CONSEQUENCES
IN GENERAL. The following summary provides general information with regard
to the federal income tax consequences to shareholders on receipt of the
Liquidation Distribution from a Fund pursuant to the provisions of the Plan.
This summary also discusses the effect of federal income tax provisions on the
Funds resulting from their liquidation and dissolution; however, no Fund has
sought a ruling from the Internal Revenue Service (the
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<PAGE> 6
"Service") with respect to the liquidation and dissolution of any Fund. The
statements below are, therefore, not binding upon the Service, and there can be
no assurance that the Service will concur with this summary or that the tax
consequences to any shareholder upon receipt of a Liquidation Distribution will
be as set forth below.
This summary is based on the tax laws and regulations in effect on the date
of this proxy statement, all of which are subject to change by legislative or
administrative action, possibly with retroactive effect.
The information below is only a summary of some of the federal tax
consequences generally affecting the Funds and its individual U.S. shareholders
resulting from the liquidation of the Funds. This summary does not address the
particular federal income tax consequences applicable to shareholders other than
U.S. individuals nor does it address state or local tax consequences. The tax
consequences discussed herein may affect shareholders differently depending on
their particular tax situations unrelated to the Liquidation Distribution, and
accordingly, this summary is not a substitute for careful tax planning on an
individual basis. Shareholders are encouraged to consult their personal tax
advisers concerning their particular tax situations and the impact thereon on
receiving the Liquidation Distribution as discussed herein. The receipt of the
Liquidation Distribution may result in tax consequences that are unanticipated
by shareholders.
As discussed above, pursuant to the Plan, each Fund will sell its assets,
pay or make provisions for the payment of all liabilities, distribute the
remaining proceeds to its shareholders and dissolve. The Group anticipates that
each Fund will retain its qualification as a regulated investment company under
the Internal Revenue Code of 1986, as amended (the "Code"), during the
liquidation period and, therefore, will not be taxed on any of its net income
realized from the sale of its assets.
For federal income tax purposes, a shareholder's receipt of the Liquidation
Distribution will be a taxable event and will be treated as a sale of the
shareholder's Shares of a Fund in exchange for the Liquidation Distribution.
Each shareholder will recognize a gain or loss in an amount equal to the
difference between the adjusted tax basis in his or her Shares and the
Liquidation Distribution he or she receives from that Fund. If the Shares are
held as a capital asset, the gain or loss will generally be characterized as a
capital gain or loss. If the Shares have been held for more than 18 months, the
gain or loss will constitute a long-term capital gain or loss; if the Shares
have been held for more than one year but not more than 18 months, the gain or
loss will be mid-term capital gain or loss; otherwise, the gain or loss will
constitute a short-term capital gain or loss.
If a shareholder has failed to furnish a correct taxpayer identification
number or has failed to certify that he or she has provided a correct taxpayer
identification number and that he or she is not subject to "backup withholding,"
the shareholder may be subject to a 31% backup withholding tax with respect to
any ordinary or capital gains dividends as well as the Liquidation Distribution.
An individual's taxpayer identification number is his or her social security
number. Certain shareholders specified in the Code may be exempt from backup
withholding. The backup withholding tax is not an additional tax and may be
credited against a taxpayer's federal income tax liability.
Shareholders will be notified of their respective shares of ordinary and
capital gain dividends for the Funds' final fiscal year in normal tax-reporting
fashion; amounts included in income as dividends may increase the shareholders'
adjusted bases in their Shares for purposes of computing their gain or loss on
the receipt of the Liquidation Distribution.
THE TENNESSEE FUND. If a noncorporate shareholder receives an
exempt-interest dividend with respect to Shares of the Tennessee Fund held for
six months or less, any loss realized by the shareholder as a result of the
liquidation of the Tennessee Fund will be disallowed to the extent of the
exempt-interest dividend. In addition, the Code may require a noncorporate
shareholder, if he or she receives an exempt-interest dividend, to treat as
taxable income a portion of certain otherwise non-taxable social security and
railroad retirement benefit payments. Furthermore, that portion of any
exempt-interest dividend paid by the Tennessee Fund that represents income from
private activity bonds may not retain its tax-exempt status in the hands of a
noncorporate shareholder who is a "substantial user" (or a person related
thereto) of a facility financed by such bonds. If a portion of an
exempt-interest dividend is attributable to interest on certain specified
private activity bonds, the Tennessee Fund will identify in the written notice
that portion which must be treated by the noncorporate shareholder as a tax
preference item for purposes of the alternative minimum tax.
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IRAS. The receipt of a Liquidation Distribution by an individual
retirement account or annuity ("IRA") that holds Shares will not be taxable to
the IRA owner for federal income tax purposes. If, under the terms of the IRA,
the Liquidation Distribution must be distributed to the IRA owner, however, the
distribution would be taxable for federal income tax purposes and, if the owner
has not attained age 59 1/2, generally also would be subject to an additional
10% early withdrawal tax. Nonetheless, in such a circumstance, a taxable event
may be avoided either (i) by transferring the IRA account balance before it is
distributed directly to another IRA custodian or trustee or (ii) by rolling over
the distribution within 60 days of the date of the distribution to another IRA.
An IRA may be rolled over only once in any one-year period; therefore, a
rollover will not be an available alternative if the IRA was rolled over at any
time within the one-year period preceding the date of the distribution. There
are many rules governing IRAs and the transfer and rollover of IRA assets. In
addition, tax results may vary depending on the status of the IRA owner.
Therefore, owners of IRAs that will receive Liquidation Distributions should
consult with their own tax advisers concerning the consequences of the
Liquidation Distribution in advance of the Liquidation Distribution.
LIQUIDATION DISTRIBUTION
At present, the date on which the Funds will be liquidated and on which
each Fund will pay Liquidation Distributions to its shareholders is uncertain,
but it is anticipated that if the Plan is adopted by the shareholders of each
Fund, such liquidation would occur on April 3, 1998 (the "Liquidation Date").
Shareholders holding Fund Shares as of the close of business on April 2, 1998,
will receive their Liquidation Distribution on the Liquidation Date without any
further action on their part.
The right of a shareholder to redeem his or her Shares of a Fund at any
time has not been impaired by the proposal to liquidate the assets and dissolve
the Funds and the adoption of the Plan. Therefore, a shareholder may redeem
Shares in accordance with redemption procedures set forth in the Funds' current
Prospectus and Statement of Additional Information without the necessity of
waiting for the Funds to take any action. No Fund imposes any redemption
charges.
CONCLUSION
Approval of the Plan with respect to each Fund requires the affirmative
vote of a majority of the outstanding Shares of that Fund, defined as the lesser
of (a) 67% or more of the votes of shareholders of that Fund present at such
meeting, if holders of more than 50% of the votes attributable to shareholders
of record are present in person or by proxy, or (b) more than 50% of votes
attributable to the outstanding Shares of that Fund.
A representative of KPMG Peat Marwick LLP, the Funds' auditors, 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.
The Board unanimously recommends that the shareholders vote FOR the
proposed liquidation of assets and dissolution of each Fund pursuant to the
provisions of the Plan.
OTHER INFORMATION
INVESTMENT ADVISER, DISTRIBUTOR AND ADMINISTRATOR
NBC, One Commerce Square, Memphis, Tennessee 38150, currently serves as
investment adviser to each of the Funds pursuant to an Investment Advisory
Agreement dated as of July 19, 1988 (with respect to the Money Market Fund), an
Investment Advisory Agreement dated as of September 20, 1991 (with respect to
the Value Fund and the Income Fund), an Investment Advisory Agreement dated as
of October 27, 1992 (with respect to the Tennessee Fund), and an Investment
Advisory Agreement dated as of April 5, 1994, as amended as of June 3, 1994
(with respect to the Growth Fund) (collectively, the "Investment Advisory
Agreement").
Pursuant to the terms of the Investment Advisory Agreement, NBC is
responsible for managing the investment and reinvestment of the Funds' assets in
conformity with their respective investment objectives,
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<PAGE> 8
policies and restrictions, all as set forth in the Funds' most recent Prospectus
and Statement of Additional Information.
NBC is a wholly owned subsidiary of National Commerce Bancorporation
("NBC's Parent"), which is a publicly held bank holding company. The address of
NBC's Parent is also One Commerce Square, Memphis, Tennessee 38150.
BISYS Fund Services Limited Partnership ("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
purchase orders and redemption requests relating to Shares of the Funds. BISYS
also serves as administrator of each of the Funds pursuant to an Administration
Agreement 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. BISYS Fund
Services, Inc. receives compensation from the Group for providing certain fund
accounting services to the Funds.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of February 9, 1998,
for each of the series of the Group 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>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- ---------- --------
<S> <C> <C> <C>
Shares of the Money National Bank of Commerce 85,489,363.950(1) 73.60%
Market Fund One Commerce Square
Memphis, Tennessee 38150
Shares of the Value National Bank of Commerce 4,800,366.907(1) 90.49%
Fund One Commerce Square
Memphis, Tennessee 38150
Shares of the Income National Bank of Commerce 2,487,627.332(1) 94.02%
Fund One Commerce Square
Memphis, Tennessee 38150
Shares of the National Bank of Commerce 1,392,169.821(1) 79.68%
Tennessee Fund One Commerce Square
Memphis, Tennessee 38150
Mary Mhoon Walker 112,633.760 6.45%
2724 Lombardy
Memphis, Tennessee 38111
Shares of the Growth National Bank of Commerce 2,157,086.532(1) 94.26%
Fund One Commerce Square
Memphis, Tennessee 38150
Shares of KeyPremier Keystone Financial, Inc. 148,962,056.310(1) 87.29%
Prime Obligations 1315 Eleventh Avenue
Money Market Fund P. O. Box 2450
Altoona, PA 16601
Shares of KeyPremier Keystone Financial, Inc. 11,045,955.067(1) 97.54%
Pennsylvania 1315 Eleventh Avenue
Municipal Bond Fund P. O. Box 2450
Altoona, PA 16601
</TABLE>
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<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- ---------- --------
<S> <C> <C> <C>
Shares of KeyPremier Keystone Financial, Inc. 16,824,342.544(1) 96.16%
Established Growth 1315 Eleventh Avenue
Fund P. O. Box 2450
Altoona, PA 16601
Shares of KeyPremier Keystone Financial, Inc. 23,841,100.987(1) 98.36%
Intermediate Term 1315 Eleventh Avenue
Income Fund P. O. Box 2450
Altoona, PA 16601
Shares of KeyPremier Keystone Financial, Inc. 10,740,923.072(1) 95.28%
Aggressive Growth 1315 Eleventh Avenue
Fund P. O. Box 2450
Altoona, PA 16601
Shares of KeyPremier Keystone Financial, Inc. 20,863,593.41(1) 75.55%
U.S. Treasury 1315 Eleventh Avenue
Obligations Money P. O. Box 2450
Market Fund Altoona, PA 16601
Shares of KeyPremier Keystone Financial, Inc. 3,104,688.716(1) 99.22%
Limited Duration 1315 Eleventh Avenue
Government P. O. Box 2450
Securities Fund Altoona, PA 16601
Shares of 1st Source 1st Source Bank 7,323,712.022(1) 97.64%
Monogram Diversified P.O. Box 1602
Equity Fund South Bend, Indiana 46634
Shares of 1st Source 1st Source Bank 3,724,103.539(1) 95.90%
Monogram Income P.O. Box 1602
Equity Fund South Bend, Indiana 46634
Shares of 1st Source 1st Source Bank 3,210,329.091(1) 94.84%
Monogram Special P.O. Box 1602
Equity Fund South Bend, Indiana 46634
Shares of 1st Source 1st Source Bank 5,637,719.071(1) 96.10%
Monogram Income Fund P.O. Box 1602
South Bend, Indiana 46634
</TABLE>
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(1) The designated beneficial owner possesses on behalf of its underlying
accounts voting or investment power with respect to these Shares.
The Trustees and officers of the Group, individually and as a group,
beneficially own less than 1% of any class of the Group's outstanding voting
securities.
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<PAGE> 10
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 Funds on
the matters described in this Proxy Statement, (i) a majority of all votes
attributable to the outstanding Shares of a Fund entitled to vote with respect
to that matter 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 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
are treated as against votes. Broker non-votes, as described below, will not be
counted for purposes of determining whether a quorum exists or whether an issue
has been approved or rejected. 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 Funds will bear all costs
associated with the solicitation of proxies from the shareholders.
By Order of the Trustees,
/s/ GEORGE L. STEVENS
George L. Stevens, Secretary
March 6, 1998
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<PAGE> 11
EXHIBIT A
PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION
OF
RIVERSIDE CAPITAL MONEY MARKET FUND,
RIVERSIDE CAPITAL VALUE EQUITY FUND,
RIVERSIDE CAPITAL FIXED INCOME FUND,
RIVERSIDE CAPITAL GROWTH FUND AND
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
(THE "FUNDS")
The Sessions Group, an Ohio business trust (the "Group"), shall proceed to
a complete liquidation of each Fund according to the procedures set forth in
this Plan of Dissolution, Liquidation and Termination (the "Plan"). The Plan has
been approved by the Board of Trustees of the Group (the "Board") as being
advisable and in the best interests of each Fund and its shareholders. The Board
has directed that this Plan be submitted to the holders of the outstanding
voting shares of each Fund (each a "Shareholder" and, collectively, the
"Shareholders"), voting separately by Fund and not together, for their adoption
or rejection at a special meeting of shareholders and has authorized the
distribution of a Proxy Statement (the "Proxy Statement") in connection with the
solicitation of proxies for such meeting. Upon Shareholder approval of the Plan
with respect to a Fund, such Fund shall voluntarily dissolve and completely
liquidate in accordance with the requirements of the Group's Declaration of
Trust, Ohio law as it relates to business trusts and the Internal Revenue Code
of 1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan as to a Fund (the
"Effective Date") shall be the date on which the Plan is adopted by the
Shareholders of that Fund.
2. Liquidation and Distribution of Assets. As soon as practicable after
the Effective Date and by April 3, 1998 (the "Liquidation Period"), or as soon
thereafter as practicable depending on market conditions and consistent with the
terms of this Plan, each Fund and the Funds' investment adviser, National Bank
of Commerce ("NBC"), shall have the authority to engage in such transactions as
may be appropriate for that Fund's liquidation and dissolution, including,
without limitation, the consummation of the transactions described in the Proxy
Statement.
3. Provisions for Liabilities. Each Fund shall pay or discharge or set
aside a reserve fund for, or otherwise provide for the payment or discharge of,
any charges, taxes, expenses, liabilities and obligations, including, without
limitation, contingent liabilities, whether due or accrued or anticipated.
4. Distribution to Shareholders. As soon as practicable after the
Effective Date, each Fund shall liquidate and distribute pro rata on the date of
liquidation (the "Liquidation Date") to its shareholders of record as of the
close of business on April 2, 1998, all of the remaining assets of that Fund in
complete cancellation and redemption of all the outstanding shares of that Fund,
except for cash, bank deposits or cash equivalents in an estimated amount
necessary to (i) discharge any unpaid liabilities and obligations of the Fund on
the Fund's books on the Liquidation Date, including, but not limited to, income
dividends and capital gains distributions, if any, payable through the
Liquidation Date, and (ii) pay or provide for the payment of such contingent
liabilities as the Board shall reasonably deem to exist against the assets of
that Fund on the Fund's books.
5. Notice of Liquidation. As soon as practicable after the Effective Date,
each Fund shall mail notice to the appropriate parties that this Plan has been
approved by the Board and the Shareholders and that the Fund will be liquidating
its assets, to the extent such notice is required under applicable law.
6. Amendment to Declaration of Trust. Subject to Shareholder approval,
pursuant to applicable Ohio law, the Group shall prepare and file an Amendment
to Report of Operation of Business Trust with and for acceptance by the
Secretary of State of the State of Ohio.
7. Amendment or Abandonment of Plan. The Board may modify or amend this
Plan at any time and as to any Fund without Shareholder approval if it
determines that such action would be advisable and in the best interests of that
Fund and its Shareholders. If any amendment or modification appears necessary
and in the
A-1
<PAGE> 12
judgment of the Board will materially and adversely affect the interests of the
affected Shareholders, such an amendment or modification will be submitted to
such Shareholders for approval. In addition, the Board may abandon this Plan as
to any one or more of the Funds without Shareholder approval at any time prior
to the Liquidation Date if it determines that abandonment would be advisable and
in the best interests of that Fund and its Shareholders.
8. Powers of Board and Officers. The Board and the officers of the Group
are authorized to approve such changes to the terms of any of the transactions
referred to herein, to interpret any of the provisions of this Plan, and to
make, execute and deliver such other agreements, conveyances, assignments,
transfers, certificates and other documents and take such other action as the
Board and the officers of the Group deem necessary or desirable in order to
carry out the provisions of this Plan and effect the complete liquidation and
dissolution of the Funds in accordance with the Code, the Declaration of Trust
and Ohio law, including, without limitation, withdrawing any state notices of
the Funds and/or their shares and the preparation and filing of any tax returns.
9. Termination of Business Operations. As soon as practicable upon
adoption of this Plan by Shareholders, the Funds shall cease to conduct business
except as shall be necessary in connection with the effectuation of its
liquidation and dissolution. In the event this Plan is approved by the
Shareholders of one or more Funds, but less than all of the Funds, the
provisions of this Plan shall apply with respect to the liquidation of that Fund
or those Funds.
10. Expenses. The expenses of carrying out the terms of this Plan shall be
borne by the Funds, whether or not the liquidation contemplated by this Plan is
effected.
A-2
<PAGE> 13
THE SESSIONS GROUP
RIVERSIDE CAPITAL MONEY MARKET FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE GROUP
The undersigned hereby appoints Walter B. Grimm, J. David
Huber and George L. Stevens and each of them, with full power of
substitution, proxies to vote and act with respect to all Shares of
RIVERSIDE CAPITAL MONEY MARKET FUND
(the "Fund"), a series 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 on Tuesday, March 31, 1998, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 a.m., EST, and at any and all adjournments thereof, on the
following proposal and any other matters that may properly come before the
Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RIVERSIDE CAPITAL MONEY MARKET FUND
The Shares represented by this Proxy will be voted upon the proposal
listed below in accordance with the instruction given by the Shareholder, but if
no instruction is given on a signed and returned Proxy, this Proxy will be
voted FOR the proposal and in accordance with the best judgement of the proxies
on any other matter which properly comes before the Meeting.
Vote on Proposal:
1. Approval of the Plan of FOR / / AGAINST / / ABSTAIN / /
Dissolution, Liquidation and Termination of the Fund
NOTE: Please sign legibly and exactly as name appears on this card.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders dated March 6, 1998, and the Proxy Statement attached thereto.
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope. If Shares are registered in the name of joint owners each must sign
the proxy. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in partnership name.
- ----------------------------------- ------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE
- ----------------------------------- ------------------------
Signature (JOINT OWNERS) DATE
3
39134
<PAGE> 14
THE SESSIONS GROUP
RIVERSIDE CAPITAL VALUE EQUITY FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE GROUP
The undersigned hereby appoints Walter B. Grimm, J. David
Huber and George L. Stevens and each of them, with full power of
substitution, proxies to vote and act with respect to all Shares of
RIVERSIDE CAPITAL VALUE EQUITY FUND
(the "Fund"), a series 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 on Tuesday, March 31, 1998, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 a.m., EST, and at any and all adjournments thereof, on the
following proposal and any other matters that may properly come before the
Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RIVERSIDE CAPITAL VALUE EQUITY FUND
The Shares represented by this Proxy will be voted upon the proposal
listed below in accordance with the instruction given by the Shareholder, but if
no instruction is given on a signed and returned Proxy, this Proxy will be
voted FOR the proposal and in accordance with the best judgement of the proxies
on any other matter which properly comes before the Meeting.
Vote on Proposal:
1. Approval of the Plan of FOR / / AGAINST / / ABSTAIN / /
Dissolution, Liquidation and Termination of the Fund
NOTE: Please sign legibly and exactly as name appears on this card.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders dated March 6, 1998, and the Proxy Statement attached thereto.
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope. If Shares are registered in the name of joint owners each must sign
the proxy. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in partnership name.
- ----------------------------------- ------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE
- ----------------------------------- ------------------------
Signature (JOINT OWNERS) DATE
3
39134
<PAGE> 15
THE SESSIONS GROUP
RIVERSIDE CAPITAL FIXED INCOME FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE GROUP
The undersigned hereby appoints Walter B. Grimm, J. David
Huber and George L. Stevens and each of them, with full power of
substitution, proxies to vote and act with respect to all Shares of
RIVERSIDE CAPITAL FIXED INCOME FUND
(the "Fund"), a series 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 on Tuesday, March 31, 1998, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 a.m., EST, and at any and all adjournments thereof, on the
following proposal and any other matters that may properly come before the
Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RIVERSIDE CAPITAL FIXED INCOME FUND
The Shares represented by this Proxy will be voted upon the proposal
listed below in accordance with the instruction given by the Shareholder, but if
no instruction is given on a signed and returned Proxy, this Proxy will be
voted FOR the proposal and in accordance with the best judgement of the proxies
on any other matter which properly comes before the Meeting.
Vote on Proposal:
1. Approval of the Plan of FOR / / AGAINST / / ABSTAIN / /
Dissolution, Liquidation and Termination of the Fund
NOTE: Please sign legibly and exactly as name appears on this card.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders dated March 6, 1998, and the Proxy Statement attached thereto.
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope. If Shares are registered in the name of joint owners each must sign
the proxy. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in partnership name.
- ----------------------------------- ------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE
- ----------------------------------- ------------------------
Signature (JOINT OWNERS) DATE
3
39134
<PAGE> 16
THE SESSIONS GROUP
RIVERSIDE CAPITAL GROWTH FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE GROUP
The undersigned hereby appoints Walter B. Grimm, J. David
Huber and George L. Stevens and each of them, with full power of
substitution, proxies to vote and act with respect to all Shares of
RIVERSIDE CAPITAL GROWTH FUND
(the "Fund"), a series 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 on Tuesday, March 31, 1998, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 a.m., EST, and at any and all adjournments thereof, on the
following proposal and any other matters that may properly come before the
Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RIVERSIDE CAPITAL GROWTH FUND
The Shares represented by this Proxy will be voted upon the proposal
listed below in accordance with the instruction given by the Shareholder, but if
no instruction is given on a signed and returned Proxy, this Proxy will be
voted FOR the proposal and in accordance with the best judgement of the proxies
on any other matter which properly comes before the Meeting.
Vote on Proposal:
1. Approval of the Plan of FOR / / AGAINST / / ABSTAIN / /
Dissolution, Liquidation and Termination of the Fund
NOTE: Please sign legibly and exactly as name appears on this card.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders dated March 6, 1998, and the Proxy Statement attached thereto.
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope. If Shares are registered in the name of joint owners each must sign
the proxy. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in partnership name.
- ----------------------------------- ------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE
- ----------------------------------- ------------------------
Signature (JOINT OWNERS) DATE
3
39134
<PAGE> 17
THE SESSIONS GROUP
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE GROUP
The undersigned hereby appoints Walter B. Grimm, J. David
Huber and George L. Stevens and each of them, with full power of
substitution, proxies to vote and act with respect to all Shares of
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
(the "Fund"), a series 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 on Tuesday, March 31, 1998, at 3435 Stelzer Road, Columbus,
Ohio 43219, at 10:00 a.m., EST, and at any and all adjournments thereof, on the
following proposal and any other matters that may properly come before the
Meeting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/
KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RIVERSIDE CAPITAL TENNESSEE MUNICIPAL OBLIGATIONS FUND
The Shares represented by this Proxy will be voted upon the proposal
listed below in accordance with the instruction given by the Shareholder, but if
no instruction is given on a signed and returned Proxy, this Proxy will be
voted FOR the proposal and in accordance with the best judgement of the proxies
on any other matter which properly comes before the Meeting.
Vote on Proposal:
1. Approval of the Plan of FOR / / AGAINST / / ABSTAIN / /
Dissolution, Liquidation and Termination of the Fund
NOTE: Please sign legibly and exactly as name appears on this card.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders dated March 6, 1998, and the Proxy Statement attached thereto.
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope. If Shares are registered in the name of joint owners each must sign
the proxy. When signing as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in partnership name.
- ----------------------------------- ------------------------
Signature (PLEASE SIGN WITHIN BOX) DATE
- ----------------------------------- ------------------------
Signature (JOINT OWNERS) DATE
3
39134
