SELLING AGREEMENT
We at ALPS Distributors, Inc. (the "Distributor") invite you,
_________________________________________ to distribute shares of Accessor
Funds, Inc. ("Accessor Funds"), 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") attached hereto
and incorporated herein by reference. We may periodically change the list of
Accessor Funds by giving you written notice of the change. We are the Accessor
Funds' principal underwriter and, as agent for the Accessor Funds, we offer to
sell Accessor Funds shares to you on the following terms and conditions:
1. Certain Defined Terms. As used in this Agreement, the term "Prospectus"
means the applicable Accessor Funds' prospectus and related statement of
additional information, whether in paper format or electronic format,
included in the Accessor Funds' then currently effective registration
statement (or post-effective amendment thereto), and any information that
we or the Accessor Funds may issue to you as a supplement to such
prospectus or statement of additional information (a "sticker"), all as
filed with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Act of 1933.
2. Purchases of Accessor Funds Shares for Sale to Customers.
(a) You are hereby appointed as a non-exclusive selling agent of the
Accessor Funds during the term herein specified for the purpose of
finding acceptable investors for Accessor Funds shares as described
herein. Subject to the performance by the Distributor of our
obligations to be performed hereunder and to the completeness and
accuracy in all material respects of all the representations and
warranties of Accessor Funds contained herein, you hereby accept such
agency and agrees on the terms and conditions set forth herein and in
each Accessor Funds' Prospectus to use reasonable efforts during the
term hereof to find acceptable investors for Accessor Funds shares and
to provide ongoing services to such investors for the duration of
their investments in the Accessor Funds. It is understood that you
have no commitment with regard to the sale of the Accessor Funds
shares other than to use reasonable efforts. It is understood that
your agreement to use reasonable efforts to find acceptable investors
for Accessor Funds shares shall not prevent you from acting as a
selling agent or underwriter for the securities of other issuers that
may be offered or sold during the term hereof. Your agency
relationship with the Distributor hereunder shall continue until the
termination of this Agreement. Any sales of Accessor Funds shares made
prior to the date hereof by you shall be deemed made pursuant to this
Agreement.
(b) In offering and selling Accessor Funds shares to your customers, you
agree to act as dealer for your own account and in no transaction
shall you have any authority to act or hold yourself out as agent for
us, or any Accessor Funds.
(c) You agree to offer and sell Accessor Funds shares to your customers
only at the applicable public offering price, giving effect to
cumulative or quantity discounts or other purchase programs, plans or
services described in the applicable Prospectus. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current Prospectus
(including any supplements thereto), and to each customer who so
requests, a copy of the then current statement of additional
information (including any stickers thereto).
(d) You agree to purchase Accessor Funds shares from the Distributor or
from your customers. If you purchase from the Distributor, you agree
that all such purchases shall be made only: (a) to cover orders
already received by you from your customers; (b) for shares being
acquired by your customers pursuant to either the exchange privilege
or the reinvestment privilege, as described in the then current
Prospectus of the Accessor Funds; (c) for your own bona fide
investment; or (d) for investments by any IRS qualified pension,
profit sharing or other trust established for the benefit of your
employees or for investments in Individual Retirement Accounts
established by your employees, and if you so advise us in writing
prior to any sale of Accessor Funds shares pursuant to this
subparagraph (d), you agree to waive all your dealer concessions to
all sales of Accessor Funds shares pursuant to this subparagraph (d).
If you purchase shares from your customers, you agree not to purchase
any Accessor Funds shares from your customers at a price lower than
the applicable redemption price, determined in the manner described in
the Prospectus. You shall not withhold placing customers' orders for
Accessor Funds shares so as to profit yourself as a result of such
withholding (e.g., by virtue of a change in a Accessor Funds' net
asset value from that used in determining the offering price to your
customers).
(e) We will accept your purchase orders only at the public offering price
applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Accessor Funds shares. All orders are subject to acceptance or
rejection by us in our sole discretion. We reserve the right in our
discretion, and without notice to you, to suspend sales or to withdraw
the offering of Accessor Funds shares, in whole or in part, or to make
a limited offering of Accessor Funds shares. The minimum and maximum
dollar amounts for purchase of Accessor Funds shares (and any classes
thereto) for any shareholder shall be the applicable minimum or
maximum amount described in such Accessor Funds' then-current
Prospectus and no order for less or more than, as the case may be,
such amount will be accepted hereunder.
(f) The placing of orders with us will be governed by instructions that we
will periodically issue to you. You must pay for Accessor Funds shares
in federal funds in accordance with such instructions, and we must
receive your payment on or before the settlement date established in
accordance with Rule 15c6-1 under the Securities Exchange Act of 1934.
If we do not receive your payment on or before such settlement date,
we may, without notice, cancel the sale, or, at our option, sell the
shares that you ordered back to the issuing Accessor Funds, and we may
hold you responsible for any loss suffered by us or the issuing
Accessor Funds as a result of your failure to make payment as
required.
(g) You agree to use the application provided with the Prospectus as the
means of placing a customer's order except for accounts opened or
maintained pursuant to the Networking system of the National
Securities Clearing Corporation ("NSCC"). The application will be
reviewed by the Distributor or Accessor Funds to determine that all
information necessary to issue the Accessor Funds shares has been
entered. You hereby certify that all of your customers' taxpayer
identification numbers ("TIN") or social security numbers ("SSN")
furnished to the Distributor or Accessor Funds by you are correct and
that the Distributor or Accessor Funds will not open an account
without you providing us with the customer's TIN or SSN.
(h) You will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies
thereunder. You will not offer shares of any Accessor Funds for sale
unless such shares are duly registered under the applicable state and
federal laws and the rules and regulations thereunder.
(i) Any transaction in Accessor Funds shares shall be effected and
evidenced by book-entry on the records maintained by the transfer
agent of the Accessor Funds. A confirmation statement evidencing
transactions in Accessor Funds shares will be transmitted to you by
the transfer agent.
3. Account Options.
(a) You may appoint the transfer agent for the Accessor Funds as your
agent to execute customers' transactions in Accessor Funds shares sold
to you by us in accordance with the terms and provisions of any
account, program, plan or service established or used by your
customers and to confirm each such transaction to your customers on
your behalf, and at the time of the transaction you guarantee the
legal capacity of your customers so transacting in such shares and any
co-owners of such shares.
(b) Unless otherwise instructed by the Distributor or the Accessor Funds'
transfer agent, you may instruct the Accessor Funds' transfer agent to
register shares purchased in your name and account as nominee for your
customers, in which event all Prospectuses, proxy statements, periodic
reports and other printed material will be sent to you and all
confirmations and other communications to shareholders will be
transmitted to you. You shall be responsible for forwarding such
printed material, confirmations and communications, or the information
contained therein, to all customers for whom you hold such shares as
nominee. However, the Accessor Funds' transfer agent, or the Accessor
Funds shall be responsible for the reasonable costs associated with
your forwarding such printed material, confirmations and
communications and shall reimburse you in full for such costs. You
shall also be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you are holding such shares. With respect to customers other
than such customers, you shall provide us with all information
(including, without limitation, certification of taxpayer
identification numbers and back-up withholding instructions) necessary
or appropriate for us to comply with legal and regulatory reporting
requirements.
(c) Accounts opened or maintained pursuant to the Networking system of
NSCC will be governed by applicable NSCC rules and procedures and any
agreement or other arrangement with us relating to Networking.
4. Your Compensation.
(a) Your concession, if any, on your sales of Accessor Funds shares 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 you.
Upon written notice to you, we, or any Accessor 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 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 Plan 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 Accessor
Funds which has a Plan only so long as such Accessor Funds' Plan
remains in effect. In the case of a 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.
(d) 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 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
Accessor Funds or class thereof discontinues or is required to
discontinue imposition of some or all of its sales charges. If the
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 Accessor Funds extends to us.
(f) 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 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.
(j) 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
the Investor Class and C Class shares of the Accessor Funds, under
their respective Plan.
5. Status as Registered Broker/Dealer.
(a) You represent that you are and will remain a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD"), and
agree to abide by all of its rules and regulations including its Rules
of Conduct. You further agree to comply with all applicable state and
federal laws and rules and regulations of regulatory agencies having
jurisdiction. Reference is hereby specifically made to Section 2830 of
the Conduct Rules of the NASD, which is incorporated herein by
reference. The termination of your membership in the NASD or any
breach of said Section 2830 will immediately and automatically
terminate this Agreement. You further represent that you are qualified
to act as a broker/dealer in the states where you transact business.
You further agree that, in making any sales to purchasers within the
United States of securities acquired from the Distributor or the
Accessor Funds, you will conform to the provisions of paragraphs (a)
and (b) of Rule 2420 of the NASD's Conduct Rules.
(b) You represent that you and all of your personnel involved in the
activities contemplated hereunder have all governmental, regulatory
and self-regulatory registrations, approvals, memberships and licenses
required to perform your obligations under this Agreement and to
receive compensation therefore and you will maintain all such
registrations, approvals, memberships and licenses during the term of
this Agreement and for such time as you shall receive compensation
hereunder.
(c) Nothing in this Agreement shall cause you to be our partner, employee,
or agent, or give you any authority to act for us or for any Accessor
Funds. Neither we nor the Accessor Funds shall be liable for any of
your acts or obligation as a dealer under this Agreement.
6. Information Relating to the Accessor Funds.
(a) No person is authorized to make any representations concerning
Accessor Funds shares except those contained in such Accessor Funds'
Prospectus, and in buying shares from us or selling shares to us
hereunder, you shall rely solely on the representations contained in
the Prospectus. Upon your request, we will furnish you with a
reasonable number of copies of the Accessor Funds' current
prospectuses or statements of additional information or both
(including any stickers thereto).
(b) You may not use any sales literature or advertising material
(including material disseminated through radio, television or other
electronic media) concerning Accessor Funds shares, other than the
Accessor Funds' Prospectuses or such printed information that is given
to you by us without obtaining our prior written approval. You shall
not distribute or make available to investors any printed information
furnished by us which is marked "FOR BROKER/DEALER USE ONLY" or "FOR
INVESTMENT PROFESSIONAL USE ONLY" or which otherwise indicates that it
is confidential or not intended to be distributed to investors.
7. Indemnification. Each party ("indemnifying party") will indemnify and
hold the other party and its directors, officers, employees and agents
("indemnified party") harmless from any claim, demand, loss, expense
(including reasonable attorney's fees), or cause of action resulting from
the willful misconduct or negligence, as measured by industry standards,
of the indemnifying party, its agents and employees, in carrying out its
obligations under this Agreement. Such indemnification will survive the
termination of this Agreement.
8. Term. This Agreement, with respect to any Plan, will continue in effect
for one year from its effective date, and thereafter will continue
automatically for successive annual periods; provided, however, that such
continuance is subject to termination at any time without penalty if a
majority of a Accessor Funds' Trustees who are not interested persons of
the Accessor Funds (as defined in the 1940 Act), or a majority of the
outstanding shares of the Accessor Funds, vote to terminate or not to
continue a Plan. This Agreement, other than with respect to a Plan, will
continue in effect from year to year after its effective date, unless
terminated as provided herein.
9. Amendment and Termination of Agreement. We may change or amend any
provision of this Agreement by giving you written notice of the change or
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days written
notice of its intention to terminate. This Agreement will automatically
terminate in the event of its assignment, as defined in the 1940 Act.
10. Arbitration. In the event of a material dispute under this Agreement,
such dispute shall be settled by arbitration before arbitrators sitting
in Denver, Colorado in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators shall act
by majority decision, and their award may allocate attorneys' fees and
arbitration costs between us. Their award shall be final and binding
between us, and such award may be entered as a judgment in any court of
competent jurisdiction.
11. Notices. All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal delivery,
by postage prepaid mail, or by facsimile or a similar means of same day
delivery (with a confirming copy by mail). All notices to us shall be
given or sent to us at our offices located at 000 00xx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxx 00000, Attn: General Counsel. All notices to you
shall be given or sent to you at the address specified by you below. Each
of us may change the address to which notices shall be sent by giving
notice to the other party in accordance with this paragraph.
12. Miscellaneous. This Agreement shall become effective as of the date when
it is accepted and dated below by us. This Agreement shall be construed
in accordance with the laws of the state of Colorado. The captions in
this Agreement are included for convenience of reference only and in no
way define or limit any of the provisions of this Agreement or otherwise
affect their construction or effect. This Agreement supersedes and
cancels any prior agreement between us, whether oral or written, relating
to the sale of shares of the Accessor Funds or any other subject covered
by this Agreement. Failure of either party to terminate this Agreement
upon the occurrence of an event set forth in this Agreement as a cause
for termination shall not constitute a waiver of the right to terminate
this Agreement at a later time on account of such occurrence. The
termination of this Agreement with respect to any one Accessor Funds will
not cause its termination with respect to any other Accessor Funds.
13. Anti-Money Laundering Program. Notwithstanding any thing to the contrary
in this Selling Agreement, you represent that you: (i) have developed,
implemented and maintain anti-money laundering policies that comply with
the USA PATRIOT Act of 2001, as amended and applicable Federal anti-money
laundering regulations, including steps to verify prospective shareholder
identity ("AML Laws, Regulations and Policies"); (ii) comply with AML
Laws, Regulations and Policies; (iii) will promptly deliver to the
Distributor or Accessor Funds' designated Money Laundering Reporting
Officer any AML Laws, Regulations and Policy violation, suspicious
activity, suspicious activity investigation or filed Suspicious Activity
Report that relates to any prospective shareholder of the Accessor Funds,
and (iii) will cooperate with the Distributor and Accessor Funds and
deliver information reasonably requested by the Distributor or Accessor
Funds concerning shareholders that purchased Accessor Funds shares sold
by you necessary for the Distributor and the Accessor Funds to comply
with AML Laws, Regulations and Policies.
You agree to furnish the Distributor or Accessor Funds with the following
information, as applicable: (1) a copy of the policies and procedures
governing your AML Program as in effect on the date hereof, and any
material amendment thereto promptly after the adoption of any such
amendment; (2) a copy of any deficiency letter sent by any federal
examination authorities concerning your AML Program; (3) a copy of the
certifications necessary for you to share suspicious activity or
transaction information with us; (4) no less frequently than annually, a
copy of any audit prepared with respect to your AML Program; and (5) any
information reasonably requested by the Distributor or Accessor Funds to
assist with compliance with applicable anti-money laundering
requirements.
You acknowledge that the Distributor or Accessor Funds may reject or
refuse orders for the sale of Accessor Funds shares with respect to
customers for which you serve as nominee if you have not adopted and do
not implement anti-money laundering policies and procedures as required
by AML Rules and Regulations.
14. Regulation S-P. In accordance with Regulation S-P, if non-public personal
information regarding shareholders is disclosed to the either party in
connection with this Agreement, the party receiving such information will
not disclose or use that information other than as necessary to carry out
the purposes of this Agreement. Any privacy notice that you deliver to
Accessor Funds customers will comply with Title V of the
Xxxxx-Xxxxx-Blilely Act and Regulations S-P, as each may be amended, and
will notify customers that nonpublic personal information may be provided
to financial service providers such as security broker-dealers or
investment companies and as permitted by law.
Very truly yours,
Dated as of:
---------------- ALPS DISTRIBUTORS, INC.
By:
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Name:
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Title:
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ACCEPTED AND AGREED:
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Firm
By:
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Name:
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Title:
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Address:
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NSCC Dealer # Fax Number:
--------------------------------- ----------------------------
NSCC Dealer Alpha Code Date:
------------------------ --------------------
NSCC Clearing # Mutual Fund Coordinator/
------------------------------- Primary Contact:
Phone Number:
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Schedule A
December 30, 2002
Investor Class or Class C shares of the following open-end investment companies
of Accessor Funds, Inc. are available for distribution pursuant to this
Agreement:
Accessor Growth Fund
Accessor Value Fund
Accessor Small to Mid Cap Fund
Accessor International Equity Fund
Accessor Intermediate Fixed-Income Fund
Accessor Short-Intermediate Fixed-Income Fund
Accessor Mortgage Securities Fund
Accessor High Yield Bond Fund
Accessor U.S. Government Money Fund
Accessor Income Allocation Fund
Accessor Income and Growth Allocation Fund
Accessor Balanced Allocation Fund
Accessor Growth and Income Allocation Fund
Accessor Growth Allocation Fund
Accessor Aggressive Growth Allocation Fund
SELLING AGREEMENT FEE SCHEDULE
(as of December 30, 2002)
NAME OF FUND ANNUAL SELLING AGENT
COMPENSATION
================================================================================
Accessor Growth Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Value Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Small to Mid Cap Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor International Equity Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Intermediate Fixed-Income Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Short-Intermediate Fixed-Income Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Mortgage Securities Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor High Yield Bond Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor U.S. Government Money Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 0.50%
Accessor Income Allocation Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Income and Growth Allocation Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Balanced Allocation Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Growth and Income Allocation Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Growth Allocation Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
Accessor Aggressive Growth Allocation Fund
Advisor Class 0.00%
Investor Class 0.25%
Class C 1.00%
ALPS Distributors, Inc. shall pay you a fee based on the average daily net
assets throughout the monthly. Such fee shall be computed daily and paid
monthly. The determination of daily net assets shall be made at the close of
each business day throughout the month and computed in the manner specified in
the Fund's then-current Prospectus for the determination of the net asset value
of shares of the Fund. You hereby acknowledge that you will not receive any or
all of the Distribution and Service Fee payable hereunder for Class C shares
upon initial purchase of such shares, and any shareholder purchasing Class C
shares from you shall be subject to the Funds' CDSC policies as described in the
Funds' Prospectus. The Distributor or Accessor Capital may, at any time, waive
all or a portion of the service and/or distribution fee paid by any class of any
Fund, subject to the Distribution and Service Plan of such Class. Such waiver
may be increased, decreased or terminated at any time in the discretion of the
Distributor. Any such waiver shall be described in the relevant Fund's
Prospectus.
