ACCESSOR FUNDS, INC.
Amended and Restated
Rule 18f-3 Plan
Rule l8f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the board of directors of an investment company
desiring to offer multiple classes of shares (each a "Class") pursuant to the
Rule adopt a plan setting forth the separate distribution arrangements and
expense allocations of each Class, and any related conversion features or
exchange privileges. The differences in distribution arrangements and expenses
among these Classes, and the exchange features of each Class, are set forth
below in this Rule 18f-3 Plan (the "18f-3 Plan"), which is subject to change, to
the extent permitted by law and by the governing documents of Accessor Funds,
Inc., a corporation organized under the laws of the State of Maryland ("Accessor
Funds"), by action of the Board of Directors (the "Directors") of Accessor
Funds.
This 18f-3 Plan is adopted as of February 19, 1998 by the Directors of
Accessor Funds, including a majority of the non-interested Directors, which
desires to offer multiple classes for the portfolios set forth on Schedule A
(each a "Fund" and collectively, the "Funds"), as may be amended from time to
time, and has determined that the following 18f-3 Plan is in the best interests
of each class individually and Accessor Funds as a whole:
1. Class Designation: Each now existing and hereafter created Fund of
Accessor Funds is authorized to issue from time to time its shares of beneficial
interest in two classes: Advisor Class Shares and Investor Class Shares.
2. Differences in Services: The services offered to shareholders of each
Class shall be substantially the same, except that financial institutions,
retirement plans, broker-dealers, depository institutions, institutional
shareholders of record, registered investment advisers and other financial
intermediaries and various brokerage firms or other industry recognized service
providers of fund supermarkets or similar programs (collectively "Service
Organizations") may be compensated or have their expenses reimbursed for
providing distribution services, shareholder services and/or administrative and
accounting services to or on behalf of their clients or customers who
beneficially own Investor Class Shares of the Funds.
3. Differences in Distribution Arrangements: Shares of each Class of the
Funds shall represent an equal pro rata interest in such Fund and, generally,
shall have identical voting, dividend, liquidation, and other rights,
preferences, powers, restrictions, limitations, qualifications and terms and
conditions, except that: (a) each Class shall have a different designation; (b)
each Class of shares shall bear any Class Expenses, as defined in Section 4
below and (c) each Class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one Class differ from the
interests of any other Class for which class voting is required under applicable
law, and each Class shall have exclusive voting rights on any matter submitted
to shareholders that relates solely to its distribution, shareholder service or
administrative services arrangements. These features are subject to change, to
the extent permitted by law and by the Articles of Incorporation and By-Laws of
Accessor Funds, by action of the Board of Directors of Accessor Funds.
Accessor Funds has not adopted an administrative service plan,
distribution plan or shareholder service plan with respect to Advisor Class
shares, which shall be offered by Accessor Funds at net asset value with no
distribution, shareholder or administrative service fees paid by Accessor Funds.
Advisor Class shares are available to investors whose minimum initial purchase
is at least $5,000 per Fund or $10,000 in aggregate across the Funds and
subsequent investments of $1,000 per Fund or $2,000 in aggregate across the
Funds, subject to such waivers or variations as from time to may be in effect
.The minimum initial purchase of Advisor Class Shares of Accessor Allocation
Funds shall be $5,000 per Fund and subsequent investments shall be $1,000 per
Fund. Advisor Class Shares may be offered through certain Service Organizations
that may impose additional or different conditions on the purchase or redemption
of Fund shares and may charge transaction or account fees, which charges or fees
would not be imposed if the Investor Class Shares are purchased directly from
Accessor Funds. Service Organizations are responsible for transmitting to their
customers a schedule of any such fees and conditions. Accessor Funds pays no
compensation to such entities and receives none of the fees or transaction
charges. Accessor Capital Management L.P. may separately enter into arrangements
from time to time with certain Service Organizations to provide administrative,
accounting and/or other services with respect to Advisor Class Shares and may
directly compensate the Service Organizations.
Investor Class Shares may be charged a fee pursuant to an
Administrative Services Plan and/or shall make directly or cause to be made
payments for costs and expenses to third parties or reimbursement of expenses to
third parties incurred in connection with a Distribution and Service Plan
adopted under Rule 12b-1 of the 1940 Act. The amounts of the payments or fees
under the relevant Distribution and Service Plan or Administrative Services Plan
are set forth on Schedule B hereto. The minimum initial purchase of Investor
Class Shares shall be $5,000 per Fund or $10,000 in aggregate across the Funds
and subsequent purchases of Investor Class Shares shall be $1,000 per Fund or
$2,000 in aggregate across the Funds. The minimum initial purchase of Investor
Class Shares of Accessor Allocation Funds shall be $5,000 per Fund and
subsequent investments shall be $1,000 per Fund. Additional payments may be made
by Accessor Capital Management L.P. from time to time to Service Organizations
for providing other services with respect to Investor Class Shares. Various
brokerage firms or other industry recognized service providers of fund
supermarkets or similar programs generally require customers to pay either no or
low transaction fees in connection with purchases or redemptions. Certain
features of the Investor Class Shares, such as the initial and subsequent
investment minimums, redemption fees and certain trading restrictions, may be
modified or waived by Service Organizations. Service Organizations may impose
transaction or administrative charges or other direct charges, which charges or
fees would not be imposed if the Investor Class Shares are purchased directly
from Accessor Funds.
4. Income and Expense Allocation: The following expenses (the "Class
Expenses") will be allocated on a Class-by-Class basis: (a) payments or
reimbursements under the Distribution and Service Plan, and fees under the
Administrative Services Plan (as relevant) and; (b) to the extent practicable,
any additional expenses, not including advisory or custodial fees or other
expenses related to the management of Accessor Funds' assets, if these expenses
are actually incurred in a different amount with respect to a Class, or if
services are provided with respect to a Class that are of a different kind or to
a different degree than with respect to one or more other Classes.
The distribution, shareholder and administrative services fees and
other expenses listed above, which are attributable to a particular Class are
charged directly to the net assets of the particular Class and, thus, are borne
on a pro rata basis by the outstanding shares of that Class; provided, however,
that the U.S. Government Money Fund and other Funds making daily distributions
of their net investment income may allocate these items on the basis of relative
net assets, after subtracting the value of subscriptions for non-settled shares
(i.e., shares for which payment in federal funds has not been received, the
"Settled Shares Method"). The gross income of each Fund, as well as realized and
unrealized capital gains and losses, shall be allocated to each Class on the
basis of net assets. All expenses not now or hereafter designated as Class
Expenses ("Fund Expenses") will be allocated to each class and subtracted from
the gross income on the basis of the net asset value of that Class in relation
to the net asset value of Accessor Funds. Fund Expenses are expenses incurred by
Accessor Funds (for example, advisory fees, custodial fees, or other expenses
relating to the management of Accessor Funds' assets.)
5. Exchange Privileges: Shares of a Class are exchangeable for shares of
the same Class of another Fund of Accessor Funds. Shareholders may also exchange
shares of one Class of a Fund at net asset value for shares of the same Class
offered by another Fund, provided that the exchange is made in states where the
securities being acquired are properly registered. Advisor Class Shares of a
Fund may be exchanged for Investor Class Shares offered by a Fund, or vice
versa, provided that the Advisor Class or Investor Class shareholder, as the
case may be, meets the eligibility requirements of the class into which the
shareholder seeks to exchange, as described in the relevant Prospectus of
Accessor Funds.
6. Dividends and Distributions. Each Fund pays out as dividends
substantially all of its net investment income (which comes from dividends and
interest it receives from its investments) and net realized short-term capital
gains. All dividends and/or distributions will be paid in the form of additional
shares of the Class of shares of Accessor Funds to which the dividends and/or
distributions relate or, at the election of the shareholder, of another Fund of
Accessor Funds at net asset value of such Fund, unless the shareholder elects to
receive cash. Dividends paid by each Fund are calculated in the same manner and
at the same time with respect to each Class.
7. Additional Information. This 18f-3 Plan is qualified by and subject to
the terms of the then current Prospectus for the applicable Class; provided,
however, that none of the terms set forth in any prospectus shall be
inconsistent with the terms of the Classes contained in this 18f-3 Plan. The
prospectus for each Class contains additional information about that Class and
the applicable Fund's multi class structure.
8. Board Review. The Board of Directors shall review this 18f-3 Plan as
frequently as it deems necessary. Prior to any material amendment(s) to this
18f-3 Plan, the Board of Directors, including a majority of the Directors who
are not interested persons (deemed to have the same meaning that this term has
under the 1940 Act) of Accessor Funds, shall find that the 18f-3 Plan, as
proposed to be amended (including any proposed amendments to the method of
allocating Class and/or Fund Expenses), is in the best interest of each Class of
shares, and the best interest of each of the Funds and Accessor Funds as a
whole. In considering whether to approve any proposed amendment(s) to the Plan,
the Directors shall request and evaluate such information as they consider
reasonably necessary to evaluate the proposed amendment(s) to the Plan.
Dated: February 19, 1998, as amended March 31, 1999, February 14, 2000, and
November 16, 2000.
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SCHEDULE A
November 16, 2000
This 18f-3 Plan shall be adopted with respect to 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
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
<PAGE>
SCHEDULE B
Amount of Distribution and Service Plan--Each Fund shall pay directly or cause
to be paid to third parties on an annual basis based on the value of the average
daily net assets of the Fund attributable to the Investor Class Shares of no
more than:
Advisor Class Investor Class
N/A 0.25%
Amount of Administrative Services Plan--Each Fund shall pay a non-distribution
related administrative services fee on an annual basis based on the value of the
average daily net assets of the Investor Class Shares as follows:
Advisor Class Investor Class
N/A 0.25%
