EXHIBIT 99.(e)(3)
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 agree 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
2
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.
(c) In the case of an Accessor Fund 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 an Accessor
Fund which has a Plan only so long as such Accessor Funds' Plan
remains in effect. In the case of an Accessor Fund 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.
3
(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 Accessor Funds classes that have adopted a Plan, under their
respective Plan.
5. STATUS AS AN INVESTMENT ADVISER OR OTHER FINANCIAL INSTITUTION.
(a) You represent and warrant that you are an investment adviser duly
registered under the Investment Advisers Act and have submitted a
notice filing in each state that requires you to do so or if you are
not federally registered, you represent that you are duly registered
as an investment adviser with an appropriate state regulatory agency.
You further represent that you are permitted under any and all
4
applicable laws to execute, deliver and perform this Agreement. You
further agree to comply with all applicable state and federal laws and
rules and regulations of regulatory agencies having jurisdiction
(including, but not limited to, the Investment Advisers Act of 1940,
as amended, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules of the NASD, SEC,
state securities administrators and any other regulatory body). You
agree to notify the Distributor if your registration as an investment
adviser is terminated; or
(b) You represent that you are an entity exempt from broker-dealer status
under applicable laws (including, but not limited to, a bank or trust
company) in good standing. You further agree to comply with all
applicable state and federal laws and rules and regulations of
regulatory agencies having jurisdiction (including, but not limited
to, the Investment Advisers Act of 1940, as amended, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the rules of the NASD, SEC, state securities
administrators and any other regulatory body). You further represent
that you are qualified to sell shares of the Accessor Funds in the
states where you transact business; and
(c) You further represent that you are qualified to sell shares in the
states where you transact business. 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.
(d) 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 INVESTMENT ADVISER 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
5
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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, 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 any 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 have: (i) 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 (iv) will cooperate with
the Distributor and deliver information reasonably requested by the
Distributor 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; OR (v) are exempt from the
requirement to develop, implement and maintain anti-money laundering
policies that comply with AML Laws, Regulations and Policies in which case
you agree to cooperate with the Distributor or 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.
If you maintain AML policies and procedures, 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
6
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
▇▇▇▇▇-▇▇▇▇▇-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:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
ACCEPTED AND AGREED:
COMPANY:
By:
---------------------------------
Name:
--------------------------------
Title:
-------------------------------
Address:
-----------------------------
-----------------------------
NSCC Dealer # Fax Number:
----------------------- ----------------------------
NSCC Dealer Alpha Code Date:
--------------- ----------------------------
NSCC Clearing # Mutual Fund Coordinator/Primary Contact:
---------------------
Phone Number:
--------------------- ---------------------------------------
RETURN SIGNED AGREEMENT TO:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Accessor
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇.▇▇▇.▇▇▇▇
7
SCHEDULE A
December 30, 2002
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
8
SELLING AGREEMENT FEE SCHEDULE
(as of September 29, 2003)
----------------------------------------------------------------------------------------------------------------------
CLASS PURCHASE COMMISSIONS1 SERVICE FEES2 INITIAL INVESTMENTS OVER
$1,000,000
----------------------------------------------------------------------------------------------------------------------
Advisor Class N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------
Investor Class N/A 0.25% per annum N/A
----------------------------------------------------------------------------------------------------------------------
A Class As provided in current 0.25% per annum * 1.00% on portion of sale
prospectus/statement of from $1,000,000 to $4,000,000
additional information
* 0.50% on portion of sale
from $4,000,000 to $10,000,000
* 0.25% on portion of sale of
more than $10,000,00
----------------------------------------------------------------------------------------------------------------------
C Class N/A 0.25% per annum for U.S. N/A
Government Money Fund
1.00% per annum for all
other Funds
----------------------------------------------------------------------------------------------------------------------
ALPS Distributors, Inc. shall pay you a fee based on the average daily net
assets throughout the month. 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
Accessor Funds' then-current Prospectus for the determination of the net asset
value of shares of the Accessor Funds.
The Distributor may pay all or a portion of the Fee on Initial Investments to
you upon the initial purchase of A Class shares of an Accessor Fund (except the
U.S. Government Money Fund) and will retain the ongoing monthly Distribution and
Service Fee for the first year from the date of such initial purchase and any
applicable CDSC charged upon redemptions within 24 months after purchase. In
such event, you will receive the Distribution and Service Fees on a monthly
basis beginning on the 13th month after initial purchase.
The Distributor or Accessor Funds may, at any time, waive all or a portion of
the service and/or distribution fee paid by any class of any Accessor Funds,
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 Accessor Funds'
Prospectus.
--------
1 Initial purchases of less than $1,000,000 or subsequent purchases with a
balance less than $1,000,000
2 Payment is subject to continued effectiveness of the Fund's Rule 12b-1
Plan.
9