ACCESSOR FUNDS, INC.
EXPENSE GUARANTEE AGREEMENT
AGREEMENT made this 22nd day of December, 2000 between Accessor Funds,
Inc., ("Accessor Funds") and ACCESSOR CAPITAL MANAGEMENT LP ("ACM"), the
investment adviser to the Funds.
WHEREAS Accessor Funds currently offer interests in nine separate series,
each representing a portfolio of securities with specific investment objectives
and policies (the "Underlying Funds");
WHEREAS Accessor Funds is about to offer six new series referred to as the
Accessor Allocation Funds (the "Allocation Funds"), each of which will invest in
mixes of shares of the Underlying Funds and operate as a so-called "fund of
funds";
WHEREAS Accessor Funds has filed with the Securities and Exchange
Commission ("Commission") an Application for an order of exemption ("Order") to
permit the Underlying Funds to bear the normal and ordinary expenses of
operating ("Operating Expenses") the Allocation Funds;
WHEREAS the Allocation Funds will commence business prior to the Order
being issued, and conditions likely to be included in the Order may limit the
ability of the Underlying Funds to bear all of the Allocation Funds' Operating
Expenses;
NOW THEREFORE, Accessor Funds and ACM agree as follows:
1. For the Allocation Funds' fiscal years ended December 31, 2000,
2001, 2002 and 2003, ACM agrees to pay (a) all of the Operating Expenses of
the Allocation Funds until the Order is issued by the Commission, and/or
(b) upon issuance of the Order, to pay the Operating Expenses of the
Allocation Funds to the extent the Underlying Funds do not pay the expenses
of the Allocation Funds pursuant to the terms and conditions of the Order.
2. Operating Expenses shall include all customary normal and ordinary
expenses of operating the Allocation Funds, but shall not include
non-recurring, extraordinary expenses such as the fees and costs of
actions, suits or proceedings and any penalties, damages or payments in
settlement in connection therewith, which the Allocation Funds may incur
directly, or may incur as a result of their legal obligation to provide
indemnification to their officers, directors and agents; the fees and costs
of any governmental investigation and any fines or penalties in connection
therewith; and any federal, state or local tax, or related interest
penalties or additions to tax, incurred, for example, as a result of the
Allocation Funds' failure to distribute all of their earnings, failure to
qualify under subchapter M of the Internal Revenue Code, or failure to file
in a timely manner any required tax returns or other filings.
ACCESSOR FUNDS, INC. ACCESSOR CAPITAL MANAGEMENT LP
By: Accessor Capital Corporation
Its Managing General Partner
By: /s/ Xxxxxxxxx X. Xxxxxxxxx By: /s/ J. Xxxxxxx Xxxxxxx III
Xxxxxxxxx X. Xxxxxxxxx J. Xxxxxxx Xxxxxxx III
Secretary President
