EXHIBIT 99(h)(5)


                            FORM OF EXPENSE AGREEMENT
                            -------------------------

         THIS AGREEMENT is dated and effective ____________________, _____, and
is between and among the "Underlying Funds" and the "Funds of Funds", as defined
below, of Accessor Funds, Inc. This Agreement sets forth the principles and
arrangements whereby the Underlying Funds will bear some or all of the Operating
Expenses, as defined below, of the Funds of Funds.

1.       Accessor Funds, Inc.

         A. Accessor Funds, Inc. ("Accessor Funds") is a Maryland corporation of
the series type and is registered as an open-end investment company under the
Investment Company Act of 1940 ("1940 Act").

         B.  Accessor Funds currently consists of 15 series of two types:

         Underlying Funds                  Funds of Funds
         ----------------                  --------------

         Growth                            Accessor Income Allocation
         Value                             Accessor Income & Growth Allocation
         Small to Mid Cap                  Accessor Balanced Allocation
         International Equity              Accessor Growth & Income Allocation
         High Yield Bond                   Accessor Growth Allocation
         Intermediate Fixed-Income         Accessor Aggressive Growth Allocation
         Short-Intermediate Fixed-Income
         Mortgage Securities
         U.S. Government Money

                  i. The "Underlying Funds" invest their assets in individual
portfolio securities in accord with specified investment objective(s), policies
and restrictions. As used in the balance of this Agreement, Underlying Funds
includes these nine series and any subsequently created series which invests in
individual portfolio securities.

                  ii. The "Funds of Funds" invest their assets in mixes of
shares of the Advisor Class of two or more Underlying Funds. As used in the
balance of this Agreement, Funds of Funds includes these six series and any
subsequently created series which invests in mixes of shares of the Advisor
Class of two or more Underlying Funds.

                  iii. Underlying Funds and Funds of Funds shall also include
any other registered investment company or series thereof which can participate
in a mutual fund "family's" fund of funds in reliance upon Section 12(d)(1)(G)
of the 1940 Act.

         C. Each series of Accessor Funds currently offers two classes of shares
which are issued and bear expenses in accord with Rule 18f-3 under the 1940 Act:





                  i.  Advisor Class -- which have no sales charges and pay no
                      distribution or shareholder service (Rule 12b-1) or
                      administrative services fees.

                  ii. Investor Class -- which bear no sales charges but pay up
                      to 25 basis points in distribution or shareholder service
                      (Rule 12b-1) fees and up to 25 basis points in
                      administrative services fees.

2.       Principal Purposes and Anticipated Benefits of Funds of Funds.

         A. For the Accessor Funds, the Funds of Funds have two principal
purposes:

                  i. Attract new investors and investment assets by providing
cost-effective investment vehicles which allocate assets among a variety of
investment objectives and styles, and periodically rebalance to the investor's
chosen allocation, without the need for the investor (or his/her adviser) to
initiate the rebalancing and to maintain detailed records, or to (in many cases)
incur tax consequences as a result of rebalancing.

                  ii. Enable existing and attract new Service Organizations to
offer, utilize and promote the sale and retention of Accessor Funds by providing
investment vehicles which offer investors the foregoing services and are
competitive with similar vehicles offered by other mutual fund groups.

         B. For the Accessor Funds, the Funds of Funds should provide two
principal benefits:

                  i. By attracting additional assets, to control and, hopefully,
reduce their expense ratios by (a) spreading largely fixed costs, over a larger
asset base, (b) attaining asset levels which will enhance the Accessor Funds
opportunities to negotiate reductions in asset based management, advisory and
transfer agency fees.

                  ii. By allowing investors to rebalance their portfolios
through cash flow from the Funds of Funds rather than multiple individual
purchases and sales of shares of the Underlying Funds, to minimize or eliminate
the need for the Underlying Funds to effect portfolio transactions and incur tax
consequences.

         C. The Accessor Funds ability to accomplish the purposes and derive the
benefits will be enhanced if the expenses borne by investors in the Funds of
Funds are not materially higher than the costs to investors of investing
directly in the Underlying Funds except to the extent that the Funds of Funds
provide additional benefits to investors; and, if the expense ratios of the
Funds of Funds are the same as or competitive with the expense ratios of similar
investment vehicles offered by other mutual fund groups.

3.       Expenses of Funds of Funds.

         As mutual funds, and as is the case for the Underlying Funds, the Funds
of Funds will or may incur four types of expenses:





         A. Operating Expenses are all those expenses, except those at (B), (C)
and (D), including SEC and state securities registration; fund accounting;
printing and postage for prospectuses to existing shareholders and periodic
reports; legal, audit and custody services; insurance; directors fees; and other
miscellaneous expenses.

         B.  Management Fee payable to Accessor Capital Management, L.P.

         C. Extraordinary Expenses which include: the fees and costs of actions,
suits or proceedings and any penalties, damages or payments in settlement in
connection therewith, which the Funds of Funds and/or a Fund of Funds may incur
directly, or may incur as a result of its legal obligation to provide
indemnification to its 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 Fund of Funds' failure to
distribute all of its 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. Generally, such expenses will be borne by the Funds of
Funds, based upon their relative net assets, except where such expenses relate
only to one or more specific Fund of Funds (or classes thereof), in which event
such expenses shall be borne solely by the applicable Fund of Funds or classes
thereof.

         D. Distribution or shareholder services (Rule 12b-1) fees, and/or
administrative services fees paid by Investor Class shares.

4.       Agreement by Underlying Funds to Bear Operating Expenses of Funds of
Funds.

         A. Subject to the condition and limitation set forth in Paragraph B,
the Underlying Funds agree to bear the Operating Expenses of the Funds of Funds
(i) in proportion to the average daily value of assets of an Underlying Fund
owned by a Fund of Funds, or, (ii) on such other basis as the Board of Directors
determines more appropriately allocates the costs and benefits of the
arrangements.

         B. Prior to an Underlying Fund's entering into this Agreement, and at
least annually thereafter, the board of directors of the Underlying Fund (the
"Board"), including a majority of directors of the Underlying Fund who are not
"interested persons," as defined in section 2(a)(19) of the 1940 Act, must
determine that the Agreement will result in quantifiable benefits to each class
of shareholders of the Underlying Fund and to the Underlying Fund as a whole
that will exceed the costs of the Agreement borne by each class of shareholders
of the Underlying Fund and by the Underlying Fund as a whole ("Net Benefits").
In making the annual determination, one of the factors the Board must consider
is the amount of Net Benefits actually experienced by each class of shareholders
of the Underlying Fund and the Underlying Fund as a whole during the preceding
year. The Underlying Fund will preserve for a period of not less than six years
from the date of a Board determination, the first two years in an easily
accessible place, a record of the determination and the basis and information
upon which the determination was made. This record will be subject to
examination by the Commission and its staff.





5.       Termination

         This Agreement may be terminated by the vote by a majority of the Board
of Directors, or by a majority of the directors who are not "interested persons"
of the Accessor Funds. Any such termination shall become effective 90 days after
the vote to terminate.



ACCESSOR FUNDS, INC.



By ____________________________________
   J. Anthony Whatley, III, President