ACCESSOR FUNDS, INC.
EXPENSE GUARANTEE AGREEMENT
AGREEMENT made this day of December, 2000 between Accessor Funds, Inc.,
("Funds") and ACCESSOR CAPITAL MANAGEMENT, LP ("ACM"), the investment adviser to
the Funds.
WHEREAS the Funds currently offer interests in nine separate series,
each representing a portfolio of securities with specific investment objectives
and policies (the "Underlying Funds");
WHEREAS the Funds are about to offer six new series referred to as the
Accessor Allocation Funds (the "Allocation Funds"), each of which will invest in
mixes of shares of the Underlying Funds and operate as a so-called "fund of
funds";
WHEREAS the Funds have filed with the Securities and Exchange
Commission ("Commission") an Application for an order of exemption ("Order") to
permit the Underlying Funds to bear the normal and ordinary expenses of
operating ("Operating Expenses") the Allocation Funds;
WHEREAS the Allocation Funds will commence business prior to the Order
being issued, and conditions likely to be included in the Order may limit the
ability of the Underlying Funds to bear all of the Allocation Funds' Operating
Expenses;
NOW THEREFORE, the Funds and ACM agree as follows:
1. For the Allocation Funds' fiscal years ended December 31,
2000, 2001, 2002 and 2003, ACM agrees to pay (a) all of the Operating
Expenses of the Allocation Funds until the Order is issued by the
Commission, and/or (b) upon issuance of the Order, to pay the
Operating Expenses of the Allocation Funds to the extent the
Underlying Funds do not pay the expenses of the Allocation Funds
pursuant to the terms and conditions of the Order.
2. Operating Expenses shall include all customary normal and
ordinary expenses of operating the Allocation Funds, but shall not
include non-recurring, extraordinary expenses such as the fees and
costs of actions, suits or proceedings and any penalties, damages or
payments in settlement in connection therewith, which the Allocation
Funds may incur directly, or may incur as a result of their legal
obligation to provide indemnification to their officers, directors and
agents; the fees and costs of any governmental investigation and any
fines or penalties in connection therewith; and any federal, state or
local tax, or related interest penalties or additions to tax,
incurred, for example, as a result of the Allocation Funds' failure to
distribute all of their earnings, failure to qualify under subchapter
M of the Internal Revenue Code, or failure to file in a timely manner
any required tax returns or other filings.
ACCESSOR FUNDS, INC.
By___________________________________
ACCESSOR CAPITAL MANAGEMENT, L.P.
By____________________________________
