DEFENSIVE DISTRIBUTION AND SERVICE PLAN
ACCESSOR FUNDS, INC.
1. This Defensive Distribution and Service Plan (the "Plan"), when
effective in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of the
portfolios set forth in Appendix A attached hereto, as may be amended from time
to time (each, a "Fund" and collectively, the "Funds"), each a series of shares
of Accessor Funds, Inc. ("Accessor Funds").
2. It is recognized that Accessor Capital Management LP ("Accessor
Capital") may use its revenues, including management fees paid to Accessor
Capital by a Fund, as well as its past profits or its resources from any other
source, to make payment to third parties with respect to any expenses incurred
in connection with the distribution of the Fund's Advisor Class and Investor
Class (each, a "Class" and collectively, the "Classes") shares of beneficial
interest ("Shares"), including expenses of printing and distributing any
prospectuses, reports and other literature used by the Fund, advertising, and
other promotional activities in connection with the offering of Shares of the
Fund for sale to the public.
3. Accessor Capital directly, or through third parties, may, subject to
the approval of the Board of Directors of Accessor Funds, provide or make
payments to securities dealers, banks and other third parties who engage in the
sale of Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities, answering
routine inquiries regarding a Fund, processing shareholder transactions and
providing such other shareholder services as Accessor Funds may reasonably
request.
4. The Funds will not make separate payments as a result of this Plan to
Accessor Capital or any other party, it being recognized that each Fund
presently pays, and will continue to pay, a management fee to Accessor Capital.
To the extent that any payments made by a Fund to Accessor Capital, including
payment of management fees should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Shares of the Fund within
the context of Rule 12b-1 under the Act, then such payments shall be deemed to
be authorized by this Plan.
5. This Plan shall become effective with respect to a Class of a Fund
upon the first business day of the month following: (a) approval by a vote of a
majority of the Directors of Accessor Funds, including a majority of Directors
who are not "interested persons" of Accessor Funds (as defined in the Act) and
who have no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent Directors"), cast in
person at a meeting called for the purpose of voting on this Plan; and (b)
approval by a vote of at least a "majority of the outstanding voting securities"
of the Class of the Fund (as defined in the Act), if adopted after any public
offering of the Class of Shares or the sale of such Shares to persons who are
not affiliated persons of the Fund, affiliated persons of such persons,
promoters of the Fund or affiliated persons of such promoters.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect for each Class of the Funds from the date specified above until
November 16, 2001, and from year to year thereafter, provided, however, that
such continuance is subject to approval annually by a vote of a majority of the
Directors of Accessor Funds, including a majority of the Independent Directors,
cast in person at a meeting called for the purpose of voting on this Plan. This
Plan may be amended with respect to each Class of the Funds at any time by the
Board of Directors, provided that: (a) any amendment to authorize direct
payments by a Fund to finance any activity primarily intended to result in the
sale of Shares of the Fund, or to increase materially the amount spent by the
Fund for distribution shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of each Class of the Fund affected
by the matter; and (b) any material amendments of this Plan shall be effective
only upon approval by a vote of a majority of the Directors of Accessor Funds,
including a majority of the Independent Directors, cast in person at a meeting
called for the purpose of voting on this Plan.
7. This Plan may be terminated with respect to a Class of a Fund at any
time, without the payment of any penalty, by vote of a majority of the
Independent Directors or by a vote of a majority of the outstanding voting
securities of that Class of the Fund.
8. During the existence of this Plan, Accessor Funds shall require
Accessor Capital to provide Accessor Funds, for review by Accessor Funds' Board
of Directors, and the Directors shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of Shares of each Fund covered by this
Plan (making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
9. This Plan does not require Accessor Capital to perform any specific
type or level of distribution activities or to incur any specific level of
expenses for activities primarily intended to result in the sale of Shares of
the Funds.
10. Consistent with the limitation of shareholder liability as set forth
in Accessor Funds' Articles of Incorporation or other organizational document,
any obligations assumed by a Fund or Class thereof pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to that Fund or
Class thereof, respectively, and its assets, and shall not constitute
obligations of any other series or classes of shares of Accessor Funds.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
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Appendix A
Funds
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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
