Exhibit (d)(2)
FIRST AMENDMENT TO THE
MANAGEMENT AGREEMENT
BETWEEN
ACCESSOR FUNDS, INC.
AND
BENNINGTON CAPITAL MANAGEMENT L.P.
(formerly Bennington Capital Management)
This FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT (the "Agreement"), is
entered into this 25th day of May, 1994, by and between ACCESSOR FUNDS, INC., a
Maryland corporation (the "Fund") and BENNINGTON CAPITAL MANAGEMENT L. P., a
Washington limited partnership, formerly Bennington Capital Management, a
Washington general partnership ("Bennington").
BACKGROUND
A. The Fund and Bennington entered into a Management Agreement on June
17, 1992 wherein the Fund employed Bennington to manage the investment and
reinvestment of the Fund's assets, to act as a discretionary money manager to
certain of the portfolios and to administer the Fund's business and
administrative operations. Pursuant to Section 6 of the Agreement, Bennington is
compensated for its services on a percentage of the average daily net assets of
the portfolios of the Fund.
B. The Board of Directors of the Fund approved the creation of three
new portfolios which became effective on November 15, 1993 by Post-Effective
Amendment No. 4 to the Fund's Registration Statement on Form N-1A filed with the
Securities and Exchange Commission on September 15, 1993. The three portfolios
are the Institutional Investor Fixed-Income Portfolio, the International
Fixed-Income Portfolio and the Municipal Intermediate Fixed-Income Portfolio.
C. The Board of Directors of the Fund approved the cessation of
operations and liquidation of the Equity Market Portfolio effective April 15,
1994.
D. The Fund and Bennington each wish to amend the Agreement to include
compensation of Bennington by the Fund for the three new portfolios and to
remove the Equity Market Portfolio.
AGREEMENT
Therefore, in consideration of the mutual covenants contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The first paragraph of Section 6 of the Agreement is hereby amended
and shall now read as follows:
The Manager shall receive annual fees from each Portfolio for providing
the services and furnishing the facilities pursuant to this Agreement
in the following amounts:
Management Fee (as a
percentage of average
Portfolio daily net assets)
Growth 0.45%
Value and Income 0.45%
Small Cap 0.60%
International Equity 0.55%
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
International Fixed-Income 0.55%
Municipal Intermediate Fixed-Income 0.36%
Institutional Investor Fixed-Income 0.36%
IN WITNESS WHEREOF, the parties have entered into this First Amendment
to the Agreement as of the day and year first above set forth.
ACCESSOR FUNDS, INC.
By: /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Vice President and Principal Financial and
Accounting Officer
BENNINGTON CAPITAL MANAGEMENT L.P.
By: Bennington Management Associates, Inc.
Its Managing General Partner
By: /s/J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III, President