Common use of Your Compensation Clause in Contracts

Your Compensation. (a) Your concession, if any, on sales of Fund shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customers. Upon written notice to you, we, or any Fund, may change or discontinue any schedule of concessions, or issue a new schedule. (b) In the case of a Fund or class thereof which has adopted a Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such Plan. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a Fund which has a Plan only so long as such Fund's Plan remains in effect. In the case of a Fund or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (c) In the event that Rule 2830 of the National Association of Securities Dealers (the "NASD") Conduct Rules precludes any Fund or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund extends to us. (d) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (e) If, within seven business days after confirmation by us of any original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customers, you shall forthwith refund to us any distribution and service payments made to you prior to such repurchase or redemption. You shall refund to the Fund immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery to the transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or the submission to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account of your customer and not for your own account.

Your Compensation. (a) Your concession, if any, on your sales of Fund Accessor Funds shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customersyou. Upon written notice to you, we, or any FundAccessor Funds, may change or discontinue any schedule of concessions, or issue a new schedule. You may be deemed to be an underwriter in connection with sales by you of shares of the Accessor Funds where you receive all or substantially all of the sales charge as set forth in the Accessor Funds' Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933. Compensation paid pursuant to a Rule 12b-1 Plan for the sale of certain classes of Accessor Funds shares is described below and in the respective Accessor Funds' Prospectus. (b) The Distributor is entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable Classes of shares of the Accessor Funds, as described in the then-current Prospectus. (c) In the case of a Fund Accessor Funds or class thereof which has adopted a Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such PlanPlan for providing (i) personal services to investors and/or services related to the maintenance of shareholder accounts and (ii) distribution and marketing services in the promotion of Accessor Funds shares. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect or as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a Fund Accessor Funds which has a Plan only so long as such Fund's Accessor Funds' Plan remains in effect. In the case of a Fund Accessor Funds or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (cd) You shall furnish to the Distributor or Accessor Funds, on behalf of the Accessor Funds, with such information in writing as shall reasonably be requested by the Accessor Funds' Board of Directors with respect to the fees paid to you pursuant to this paragraph 4. (e) In the event that Rule 2830 of the National Association of Securities Dealers (the "NASD") Conduct Rules precludes any Fund Accessor Funds or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund Accessor Funds or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund Accessor Funds or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund Accessor Funds extends to us. (df) The Distributor may discontinue paying compensation to you if, at any time, (i) you are not appropriately registered in all capacities necessary to receive such compensation or (ii) you breach any representation, warranty or covenant contained in this Agreement, as determined by the Distributor in our sole discretion. Notwithstanding the foregoing, you shall not be entitled to any compensation in respect of a sale to any investor if the Distributor determines that another authorized selling agent of the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by the Distributor. (g) If, within seven business days after confirmation by us of your original purchase order for shares of a Accessor Funds, such shares are repurchased by the issuing Accessor Funds or by us for the account of such Accessor Funds or are tendered for redemption by the customer, you shall forthwith refund to us the full discount retained by you on the original sale and any distribution and service payments made to you. You shall refund to the Accessor Funds immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Accessor Funds shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. Delivery to the Accessor Funds' transfer agent is delivery to the Accessor Funds. (h) The provisions of the Distributor's Distribution Agreement between the Accessor Funds and the Distributor, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this paragraph 4 relating to the Plan shall continue in full force and effect only so long as the continuance of the Plan and this Agreement and these provisions are approved at least annually by a vote of the Accessor Funds' Board of Directors, including a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon. (i) The provisions of this Paragraph 4 may be terminated by the vote of a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of each applicable Accessor Funds' outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Agreement. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund Accessor Funds by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (ej) If, within seven business days after confirmation The substantive provisions of subsections 4(c) through 4(i) of this Section 4 have been adopted pursuant to Rule 12b-1 under the Act by us of any original purchase order for the Investor Class and C Class shares of a Fundthe Accessor Funds, such shares are repurchased by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customers, you shall forthwith refund to us any distribution and service payments made to you prior to such repurchase or redemption. You shall refund to the Fund immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery to the transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or the submission to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account of your customer and not for your own accountunder their respective Plan.

Your Compensation. (a) Your concession, if any, on your sales of Fund shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customersyou. Upon written notice to you, we, or any Fund, may change or discontinue any schedule of concessions, or issue a new schedule. (b) In the case of a Fund or class thereof which has adopted a Distribution and Service Shareholder Servicing Plan (a "“Plan"”) pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such Plan. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect or as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a Fund which has a Plan only so long as such Fund's ’s Plan remains in effect. In the case of a Fund or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (c) In the event that Rule 2830 of the National Association of Securities Dealers Dealers, Inc. (the "“NASD"”) Conduct Rules precludes any Fund or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund extends to us. (d) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (e) If, within seven business days after confirmation by us of any your original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customersthe customer, you shall forthwith refund to us the full discount retained by you on the original sale and any distribution and service payments made to you prior to such repurchase or redemptionyou. You shall refund to the Fund Funds immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery Delivery to the Funds’ transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or the submission to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account of your customer and not for your own accountFunds.

Your Compensation. (a) Your concession, if any, on your sales of Fund Accessor Funds shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customersyou. Upon written notice to you, we, or any FundAccessor Funds, may change or discontinue any schedule of concessions, or issue a new schedule. You may be deemed to be an underwriter in connection with sales by you of shares of the Accessor Funds where you receive all or substantially all of the sales charge as set forth in the Accessor Funds' Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933. Compensation paid pursuant to a Rule 12b-1 Plan for the sale of certain classes of Accessor Funds shares is described below and in the respective Accessor Funds' Prospectus. (b) The Distributor is entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable Classes of shares of the Accessor Funds, as described in the then-current Prospectus. You agree that you will sell shares subject to a CDSC that are to be held in omnibus accounts only if you are a Networking participant with the NSCC and if such accounts are established pursuant to a Networking Agreement. (c) In the case of a Fund Accessor Funds or class thereof which has adopted a Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such PlanPlan for providing (i) personal services to investors and/or services related to the maintenance of shareholder accounts and (ii) distribution and marketing services in the promotion of Accessor Funds shares. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect or as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a Fund Accessor Funds which has a Plan only so long as such Fund's Accessor Funds' Plan remains in effect. In the case of a Fund Accessor Funds or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (cd) You shall furnish to the Distributor or Accessor Funds, on behalf of the Accessor Funds, with such information in writing as shall reasonably be requested by the Accessor Funds' Board of Directors with respect to the fees paid to you pursuant to this paragraph 4. (e) In the event that Rule 2830 of the National Association of Securities Dealers (the "NASD") Conduct Rules precludes any Fund Accessor Funds or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund Accessor Funds or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund Accessor Funds or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund Accessor Funds extends to us. (df) The Distributor may discontinue paying compensation to you if, at any time, (i) you are not appropriately registered in all capacities necessary to receive such compensation or (ii) you breach any representation, warranty or covenant contained in this Agreement, as determined by the Distributor in our sole discretion. Notwithstanding the foregoing, you shall not be entitled to any compensation in respect of a sale to any investor if the Distributor determines that another authorized selling agent of the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by the Distributor. (g) If, within seven business days after confirmation by us of your original purchase order for shares of a Accessor Funds, such shares are repurchased by the issuing Accessor Funds or by us for the account of such Accessor Funds or are tendered for redemption by the customer, you shall forthwith refund to us the full discount retained by you on the original sale and any distribution and service payments made to you. You shall refund to the Accessor Funds immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Accessor Funds shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. Delivery to the Accessor Funds' transfer agent is delivery to the Accessor Funds. (h) The provisions of the Distributor's Distribution Agreement between the Accessor Funds and the Distributor, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this paragraph 4 relating to the Plan shall continue in full force and effect only so long as the continuance of the Plan and this Agreement and these provisions are approved at least annually by a vote of the Accessor Funds' Board of Directors, including a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon. (i) The provisions of this Paragraph 4 may be terminated by the vote of a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of each applicable Accessor Funds' outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Agreement. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund Accessor Funds by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (ej) If, within seven business days after confirmation by us The substantive provisions of any original purchase order for shares subsections 4(c) through 4(i) of a Fund, such shares are repurchased this Section 4 have been adopted pursuant to Rule 12b-1 under the Act by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customersAccessor Funds classes that have adopted a Plan, you shall forthwith refund to us any distribution and service payments made to you prior to such repurchase or redemption. You shall refund to the Fund immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery to the transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or the submission to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account of your customer and not for your own accountunder their respective Plan.

Your Compensation. (a) Your concession, if any, on your sales of Fund Accessor Funds shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customersyou. Upon written notice to you, we, or any FundAccessor Funds, may change or discontinue any schedule of concessions, or issue a new schedule. You may be deemed to be an underwriter in connection with sales by you of shares of the Accessor Funds where you receive all or substantially all of the sales charge as set forth in the Accessor Funds' Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933. Compensation paid pursuant to a Rule 12b-1 Plan for the sale of certain classes of Accessor Funds shares is described below and in the respective Accessor Funds' Prospectus. (b) The Distributor is entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable Classes of shares of the Accessor Funds, as described in the then-current Prospectus. (c) In the case of a an Accessor Fund or class thereof which has adopted a Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such PlanPlan for providing (i) personal services to investors and/or services related to the maintenance of shareholder accounts and (ii) distribution and marketing services in the promotion of Accessor Funds shares. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect or as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a an Accessor Fund which has a Plan only so long as such Fund's Accessor Funds' Plan remains in effect. In the case of a an Accessor Fund or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (cd) You shall furnish to the Distributor or Accessor Funds, on behalf of the Accessor Funds, with such information in writing as shall reasonably be requested by the Accessor Funds' Board of Directors with respect to the fees paid to you pursuant to this paragraph 4. (e) In the event that Rule 2830 of the National Association of Securities Dealers (the "NASD") Conduct Rules precludes any Fund Accessor Funds or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund Accessor Funds or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund Accessor Funds or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund Accessor Funds extends to us. (df) The Distributor may discontinue paying compensation to you if, at any time, (i) you are not appropriately registered in all capacities necessary to receive such compensation or (ii) you breach any representation, warranty or covenant contained in this Agreement, as determined by the Distributor in our sole discretion. Notwithstanding the foregoing, you shall not be entitled to any compensation in respect of a sale to any investor if the Distributor determines that another authorized selling agent of the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by the Distributor. (g) If, within seven business days after confirmation by us of your original purchase order for shares of a Accessor Funds, such shares are repurchased by the issuing Accessor Funds or by us for the account of such Accessor Funds or are tendered for redemption by the customer, you shall forthwith refund to us the full discount retained by you on the original sale and any distribution and service payments made to you. You shall refund to the Accessor Funds immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Accessor Funds shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. Delivery to the Accessor Funds' transfer agent is delivery to the Accessor Funds. (h) The provisions of the Distributor's Distribution Agreement between the Accessor Funds and the Distributor, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this paragraph 4 relating to the Plan shall continue in full force and effect only so long as the continuance of the Plan and this Agreement and these provisions are approved at least annually by a vote of the Accessor Funds' Board of Directors, including a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon. (i) The provisions of this Paragraph 4 may be terminated by the vote of a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of each applicable Accessor Funds' outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Agreement. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund Accessor Funds by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (ej) If, within seven business days after confirmation by us The substantive provisions of any original purchase order for shares subsections 4(c) through 4(i) of a Fund, such shares are repurchased this Section 4 have been adopted pursuant to Rule 12b-1 under the Act by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customersAccessor Funds classes that have adopted a Plan, you shall forthwith refund to us any distribution and service payments made to you prior to such repurchase or redemption. You shall refund to the Fund immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery to the transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or the submission to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account of your customer and not for your own accountunder their respective Plan.

Your Compensation. (a) Your concession, if any, on your sales of Fund Accessor Funds shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customersyou. Upon written notice to you, we, or any FundAccessor Funds, may change or discontinue any schedule of concessions, or issue a new schedule. You may be deemed to be an underwriter in connection with sales by you of shares of the Accessor Funds where you receive all or substantially all of the sales charge as set forth in the Accessor Funds' Prospectus, and therefore you may be subject to applicable provisions of the Securities Act of 1933. Compensation paid pursuant to a Rule 12b-1 Plan for the sale of certain classes of Accessor Funds shares is described below and in the respective Accessor Funds' Prospectus. (b) The Distributor is entitled to a contingent deferred sales charge ("CDSC") on redemptions of applicable Classes of shares of the Accessor Funds, as described in the then-current Prospectus. You agree that you will sell shares subject to a CDSC that are to be held in omnibus accounts only if you are a Networking participant with the NSCC and if such accounts are established pursuant to a Networking Agreement. (c) In the case of a Fund Accessor Funds or class thereof which has adopted a Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such PlanPlan for providing (i) personal services to investors and/or services related to the maintenance of shareholder accounts and (ii) distribution and marketing services in the promotion of Accessor Funds shares. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect or as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a Fund Accessor Funds which has a Plan only so long as such Fund's Accessor Funds' Plan remains in effect. In the case of a Fund Accessor Funds or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (cd) You shall furnish to the Distributor or Accessor Funds, on behalf of the Accessor Funds, with such information in writing as shall reasonably be requested by the Accessor Funds' Board of Directors with respect to the fees paid to you pursuant to this paragraph 4. (e) In the event that Rule 2830 of the National Association of Securities Dealers (the "NASD") Conduct Rules precludes any Fund Accessor Funds or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund Accessor Funds or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund Accessor Funds or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund Accessor Funds extends to us. (df) The Distributor may discontinue paying compensation to you if, at any time, (i) you are not appropriately registered in all capacities necessary to receive such compensation or (ii) you breach any representation, warranty or covenant contained in this Agreement, as determined by the Distributor in our sole discretion. Notwithstanding the foregoing, you shall not be entitled to any compensation in respect of a sale to any investor if the Distributor determines that another authorized selling agent of the Distributor is primarily responsible for or should otherwise be credited with such sale. In making this determination, the Distributor will endeavor to act fairly. Any dispute regarding compensation shall be conclusively resolved by the Distributor. (g) If, within seven business days after confirmation by us of your original purchase order for shares of a Accessor Funds, such shares are repurchased by the issuing Accessor Funds or by us for the account of such Accessor Funds or are tendered for redemption by the customer, you shall forthwith refund to us the full discount retained by you on the original sale and any distribution and service payments made to you. You shall refund to the Accessor Funds immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Accessor Funds shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. Delivery to the Accessor Funds' transfer agent is delivery to the Accessor Funds. (h) The provisions of the Distributor's Distribution Agreement between the Accessor Funds and the Distributor, insofar as they relate to the Plan, are incorporated herein by reference. The provisions of this paragraph 4 relating to the Plan shall continue in full force and effect only so long as the continuance of the Plan and this Agreement and these provisions are approved at least annually by a vote of the Accessor Funds' Board of Directors, including a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting thereon. (i) The provisions of this Paragraph 4 may be terminated by the vote of a majority of the Accessor Funds' Board of Directors who are not interested persons of the Accessor Funds and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by a vote of a majority of each applicable Accessor Funds' outstanding shares, on sixty (60) days' written notice, without payment of any penalty. Such provisions will be terminated also by any act that terminates this Agreement and shall terminate automatically in the event of the assignment (as that term is defined in the Act) of this Agreement. After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund Accessor Funds by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (ej) If, within seven business days after confirmation The substantive provisions of subsections 4(c) through 4(i) of this Section 4 have been adopted pursuant to Rule 12b-1 under the Act by us of any original purchase order for the Investor Class and C Class shares of a Fundthe Accessor Funds, such shares are repurchased by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customers, you shall forthwith refund to us any distribution and service payments made to you prior to such repurchase or redemption. You shall refund to the Fund immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery to the transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or the submission to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account of your customer and not for your own accountunder their respective Plan.

Your Compensation. (a) Your concession, if any, on your sales of Fund shares to your customers will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to your customersyou. Upon written notice to you, we, or any Fund, may change or discontinue any schedule of concessions, or issue a new schedule. (b) In the case of a Fund or class thereof which has adopted a Distribution and Service Plan (a "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), we may elect from time to time to make payments to you as provided under such Plan. Any such payments shall be made in the amount and manner set forth in the applicable schedule of distribution and service payments issued by us and then in effect or as set forth in the Prospectus. Such schedule of distribution and service payments may be discontinued or changed by us from time to time and shall be in effect with respect to a Fund which has a Plan only so long as such Fund's Plan remains in effect. In the case of a Fund or class thereof that has no currently effective Plan, we may, to the extent permitted by applicable law, elect to make payments to you from our own funds. (c) In the event that Rule 2830 of the National Association of Securities Dealers (the "NASD") Conduct Rules precludes any Fund or class thereof from imposing, or us from receiving, a sales charge (as defined in that Rule) or any portion thereof, then you shall not be entitled to any payments from us hereunder from the date that the Fund or class thereof discontinues or is required to discontinue imposition of some or all of its sales charges. If the Fund or class thereof resumes imposition of some or all of its sales charge, you will be entitled to payments hereunder on the same terms as the Fund extends to us. (d) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Fund by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (e) If, within seven business days after confirmation by us of any your original purchase order for shares of a Fund, such shares are repurchased by the issuing Fund or by us for the account of such Fund or are tendered for redemption by any of your customersthe customer, you shall forthwith refund to us the full discount retained by you on the original sale and any distribution and service payments made to you prior to such repurchase or redemptionyou. You shall refund to the Fund immediately upon receipt the amount of any dividends or distributions paid to you as nominee for your customers with respect to redeemed or repurchased Fund shares to the extent that the proceeds of such redemption or repurchase may include the dividends or distributions payable on such shares. You shall be notified by us of such repurchase or redemption within ten days of such repurchase or redemption. We hereby agree that delivery Delivery to the Funds' transfer agent for the Funds is delivery to the Fund. In connection with all purchase orders or . (f) You agree that, should a Fund determine to liquidate prior to the submission Investment Date as described in the Prospectus, you will refund to you of tenders of shares in connection with any offers by the Fund to repurchase shares, we acknowledge that you are acting as agent for your customers and each transaction is for the account amount of any concession retained by you from your customer and not for your own accountcustomers upon their purchase of Fund shares.