DRAFT
[Date]
[Contact]
[Name of Advisor]
[Address]
Re: INVESTOR CLASS SHARES - ACCESSOR FUNDS, INC.
DEALER AND SERVICE AGREEMENT
Dear [Contact]:
Accessor Funds, Inc. ("Accessor Funds") is a registered open-end investment
management company currently offering the Funds set forth on Schedule A, as may
be amended from time to time (each a "Fund" and collectively, the "Funds"). This
letter will confirm our understanding and agreement with respect to payments to
be made by the Accessor Funds for reimbursements of expenses to you pursuant to
a distribution and service plan adopted by Accessor Funds, pursuant to Rule
12b-1 (the "Distribution and Service Plan") under the Investment Company Act of
1940, as amended (the "1940 Act"). The Distribution and Service Plan and a form
of this Dealer and Service Agreement (the "Agreement") have been approved by a
majority of the Directors of the Accessor Funds, including a majority of the
Directors who are not interested persons of the Accessor Funds and who have no
direct or indirect financial interest in the operation of the Distribution and
Service 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 and Service Plan will benefit the Accessor Funds and its
shareholders.
The terms and conditions of this Agreement are as follows:
Section 1. To the extent you provide such services, the Accessor Funds shall
make directly, or cause to be made to you, out of the assets of the Accessor
Funds, payments for costs and expenses or to provide for the reimbursement of
expenses, incurred in connection with your providing (i) services primarily
intended to result in the sale of Investor Class Shares (the "Distribution
Services"), or (ii) personal and/or account maintenance services to your clients
who may from time to time own Investor Class Shares (the "Shareholder
Services").
Distribution Services include, but are not necessarily 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 Accessor Funds to prospective holders of
Investor Class Shares;
(d) costs involved in preparing, printing and distributing sales literature
pertaining to the Accessor Funds and
(e) costs involved in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Accessor Funds
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 Funds.
Shareholder Services include, but are not necessarily limited to:
(a) shareholder liaison services;
(b) providing information periodically to your clients ("Clients") showing
their positions in Investor Class Shares and integrating such statements
with those of other transactions and balances in Clients' other accounts
serviced by you;
(c) furnishing statements and confirmations of transactions in Client's
account;
(d) responding to Client inquiries relating to the services performed by you;
(iv) responding to routine inquiries from Clients concerning their
investments in Investor Class Shares; and
(e) providing such other similar services to Clients as we may reasonably
request to the extent you are permitted to do so under applicable statutes,
rules and regulations; provided, however, if the National Association of
Securities Dealers, Inc. ("NASD") adopts a definition of "shareholder
services" for purposes of 2830 of the NASD Conduct Rules that differs from
the definition of "shareholder services" as presently used in the
Distribution and Service Plan or this Agreement, or if the NASD adopts a
related definition intended to define the same concept, the definition of
"shareholder services" as used in the Distribution and Service Plan or
herein shall be automatically amended to conform to the NASD definition.
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
Accessor Funds 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 Accessor Funds, or any variation of any such
trademark, trade name, service mark or logo, without the Accessor Funds' prior
written consent, the granting of which shall be at the Accessor Funds' sole
option.
Section 5. In consideration of the services and facilities provided by you
hereunder, we will pay directly or reimburse to you, and you will accept as full
payment therefor, a total amount for Distribution Services and Shareholder
Services at an annual rate not to exceed 0.25% of the average daily net asset
value of the Investor Class Shares beneficially owned by your Clients, which
amount will be computed and accrued daily and payable monthly within fifteen
(15) days after the close of each month for which such amount is payable, or at
such other interval as may be agreed upon between the parties. Payment will be
made by wire transfer as described on Schedule B, as may be amended from time to
time. The wire transfer will be preceded by or followed by a statement showing
the calculation of the amounts being paid by the Accessor Funds for the relevant
month and such other supporting data as may be reasonably requested by you.
Provided, however, that we shall not directly or indirectly pay you any amounts
that exceed any applicable limits imposed by law or the NASD. For purposes of
determining the amounts 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 amount stated above
may be prospectively increased, decreased or discontinued 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 for Distribution Services 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 be
primarily intended to result in the sale of Investor Class Shares or to provide
personal and/or account maintenance services and (iii) the receipt of the
amounts described in Section 5 and the provision of Distribution Services or
Shareholder 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 facsimile or
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 Accessor Funds 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: ________________________
Name
Title
Accepted and Agreed to:
NAME OF ADVISOR
By: ________________________
Name
Title
Date: ______________________
SCHEDULE A
TO DEALER AND SERVICE AGREEMENT
This Dealer and Service Agreement shall be entered into with respect to the
Investor Class shares of the following Funds of Accessor Funds, Inc.:
Growth Fund
Value Fund
Small to Mid Cap Fund
International Equity Fund
Intermediate Fixed-Income Fund
Short-Intermediate Fixed-Income Fund
Mortgage Securities Fund
High Yield Bond Fund
U.S. Government Money Fund
SCHEDULE B
WIRE TRANSFER INFORMATION
Bank Name:
ABA#:
Account#:
For Credit to:
Special Instructions:
