[Name of Service Organization]
Address
City, State Zip
Attention: [Name of Contact]
Re: DEALER AGREEMENT
INVESTOR CLASS SHARES
ACCESSOR FUNDS, INC.
Dear [Name of Contact]
Accessor Funds, Inc. (the "Fund") is a registered open-end investment
management company currently with eight portfolios as set forth on Schedule A,
as may be amended from time to time (each a "Portfolio" and collectively, the
"Portfolios"). This letter will confirm our understanding and agreement with
respect to payments to be made to you pursuant to a plan of distribution adopted
by Accessor Funds, Inc. (the "Fund"), pursuant to Rule 12b-1 (the "Distribution
Plan") under the Investment Company Act of 1940, as amended (the "1940 Act").
The Distribution Plan and a form of this Dealer Agreement have been approved by
a majority of the Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Distribution Plan or any related
agreements (the "Qualified Directors"), cast in person at a meeting called for
the purpose of voting thereon. Such approval included a determination that, in
the exercise of reasonable business judgment and in light of their fiduciary
duties, there is a reasonable likelihood that the Distribution Plan will benefit
the Fund and its shareholders.
The terms and conditions of this Agreement are as follows:
Section 1. To the extent you provide services primarily intended to
result in the sale of Investor Class Shares (the "Distribution Services"),
including but not limited to:
The Distribution Services, if any, will cover certain expenses
primarily intended to result in the sale of Investor Class Shares,
including, but not limited to: (a) costs of payments made to employees
that engage in the distribution of Investor Class Shares; (b) costs
relating to the formulation and implementation of marketing and
promotional activities, including but not limited to, direct mail
promotions and television, radio, newspaper, magazine and other mass
media advertising; (c) costs of printing and distributing prospectuses,
statements of additional information and reports of the Fund to
prospective holders of Investor Class Shares; (d) costs involved in
preparing, printing and distributing sales literature pertaining to the
Fund and (e) costs involved in obtaining whatever information, analyses
and reports with respect to marketing and promotional activities that
the Fund may, from time to time, deem advisable if such costs are
primarily intended to directly or indirectly result in the sale of
Investor Class Shares of the Portfolios.
We will pay you a fee of 0.25% on an annual basis of the average daily
net assets of Investor Class Shares which are owned by your customers. We
reserve the right to increase, decrease or discontinue to fee at any time in our
sole discretion upon written notice to you.
The fee will be calculated and accrued daily and paid monthly. Payment
of such monthly shall be made within 15 days after the close of each month for
which such fee is payable.
Section 3. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning us or the Investor Class
Shares except those contained in our then current prospectuses and statement of
additional information, copies of which will be supplied by us to you, or in
such supplemental literature or advertising as may be authorized by us in
writing.
Section 4. (a) For all purposes of this Agreement you will be deemed to
be an independent contractor. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder. Upon request, you will provide
the Fund or its representatives reasonable information regarding the nature of
the services being provided and your compliance with the terms of this
Agreement.
(b) Except as otherwise expressly provided for in this Agreement,
neither you nor any of your affiliates shall use any trademark, trade name,
service mark or logo of the Fund, or any variation of any such trademark, trade
name, service mark or logo, without the Fund's prior written consent, the
granting of which shall be at the Fund's sole option.
Section 5. In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
a distribution related fee, in combination with amounts paid for
non-distribution related services pursuant to the Accessor Funds, Inc. Investor
Class Shares Shareholder Service Plan, an annual rate of up to 0.25% of the
average daily net asset value of the Investor Class Shares beneficially owned by
your Clients, which fee will be computed and accrued daily and payable monthly.
Provided, however, that we shall not directly or indirectly pay you any amounts
that exceed any applicable limits imposed by law or the National Association of
Securities Dealers, Inc. (the "NASD"). Further provided, however, if the NASD
adopts a definition of "service fee" for purposes of 2830 of the NASD Conduct
Rules that differs from the definition of "service fee" as presently used in the
Distribution Plan or this Agreement, or if the NASD adopts a related definition
intended to define the same concept, the definition of "service fee" as used in
the Distribution Plan or herein shall be automatically amended to conform to the
NASD definition. For purposes of determining the fees payable under this Section
5, the average daily net asset value of the Clients' Investor Class Shares will
be computed in the manner specified in our Registration Statement (as the same
is in effect from time to time) in connection with the computation of the net
asset value of Investor Class Shares for purposes of purchases and redemptions.
The fee rate stated above may be prospectively increased or decreased by us, in
our sole discretion, at any time upon notice to you. Further, we may, in our
discretion and without notice, suspend or withdraw the sale of Investor Class
Shares, including the sale of Investor Class Shares to you for the account of
any Client or Clients.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by us pursuant to this Agreement will provide to our Board of
Directors, and our Directors will review, at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made. In addition, you will furnish us or our designees with such information as
we or they may reasonably request and will otherwise cooperate with us and our
designees (including, without limitation, any auditors designated by us), in
connection with the preparation of reports to our Board of Directors concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
Section 7. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) the compensation payable to you in connection with
the investment of your Clients' assets in Investor Class Shares will be
disclosed by you to your Clients, will be authorized by your Clients and will
not be excessive; (ii) the services provided by you under this Agreement will in
no event be primarily intended to result in the sale of Investor Class Shares
and (iii) the receipt of the fees described in Section 5 and the provision of
distribution-related services to Clients by you does not and will not constitute
a non-exempt "prohibited transaction" or "conflict of interest" prohibited by
Section 406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4075 of the Internal Revenue Code of 1986, as amended (the
"Code").
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue automatically for successive annual
periods provided such continuance is specifically approved at least annually by
the Directors in the manner described in Section 12. This Agreement is
terminable without penalty at any time by us (which termination may be by a vote
of a majority of the Qualified Directors as defined in Section 12) or by you
upon written notice to the other party hereto.
Section 10. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunication device to the appropriate address stated herein, or to such
other address as either party shall so provide the other.
Section 11. This Agreement will be construed in accordance with the
laws of the State of Washington and is non-assignable by the parties hereto.
Section 12. This Agreement has been and all annual and quarterly
reviews will be approved by a vote of a majority of (i) our Board of Directors
and (ii) those Directors who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended) of us and have no direct or indirect
financial interest in this Agreement (the "Qualified Directors"), cast in person
at a meeting called for the purpose of voting on such approval.
Section 13. The names "Accessor Funds, Inc." and the "Board of
Directors" refer respectively to the Fund created and the Directors, as
Directors but not individually or personally, acting from time to time under
Articles of Incorporation filed at the office of the State Secretary of State of
Maryland.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000.
Very truly yours,
ACCESSOR FUNDS, INC.
Date: ____________________ By: ________________________
(Authorized Officer)
Title:
Accepted and Agreed to:
[NAME OF COMPANY]
Date: ____________________ By: ________________________
(Authorized Officer)
Title:
SCHEDULE A
This Dealer Agreement shall be entered into with respect to the Investor
Class shares of the following Portfolios of Accessor Funds, Inc.:
Growth Portfolio
Value and Income Portfolio
Small to Mid Cap Portfolio
International Equity Portfolio
Intermediate Fixed-Income Portfolio
Short-Intermediate Fixed-Income Portfolio
Mortgage Securities Portfolio
U.S. Government Money Portfolio
