MONEY MANAGER AGREEMENT
Effective Date: January 1, 2005
Termination Date: One year after Effective Date
Fund and Account: International Equity Fund
▇. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset
Management (London), Ltd.
Finsbury Dials ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Re: Accessor Funds, Inc. Money Manager Agreement
Gentlemen:
Accessor Funds, Inc., a Maryland corporation ("Accessor Funds"), is an
open-end management investment company of the series type registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and subject to the rules and regulations promulgated thereunder.
Accessor Funds issues shares in separate diversified portfolios, each with a
different investment objective and policies.
Accessor Capital Management LP, a Washington limited partnership
("Accessor Capital") acts as manager and administrator of Accessor Funds
pursuant to the terms of a Management Agreement, and is an "investment adviser,"
as that term is defined in Section 2(a)(20) of the 1940 Act, to Accessor Funds.
Accessor Capital is responsible for the day-to-day management and administration
of Accessor Funds and for the coordination of investments of each portfolio's
assets; however, specific portfolio purchases and sales for each portfolio's
investment portfolio, or a portion thereof, are to be made by the portfolio
management organizations recommended and selected by Accessor Capital, subject
to the approval of the Board of Directors of Accessor Funds (the "Board").
1. Appointment as a Money Manager. Accessor Capital and Accessor Funds
("Accessor") hereby appoint and employ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management
(London), Ltd., ("JPMorgan ▇▇▇▇▇▇▇"), a wholly owned subsidiary of ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇ & Co ("JPMorgan Chase"), a bank holding company, as a discretionary money
manager to Accessor Funds' International Equity Fund, on the terms and
conditions set forth herein. The initial funding is approximately $105 million.
Accessor Capital determines from time to time that portion of the assets of the
International Equity Fund that are to be assigned to JPMorgan ▇▇▇▇▇▇▇ (the
"Account"). The Account and those assets of the International Equity Fund
managed by Accessor Capital or another money manager as determined by Accessor
Capital are referred to as the "Fund".
2. Acceptance of Appointment; Standard of Performance. JPMorgan ▇▇▇▇▇▇▇
accepts the appointment as a discretionary money manager and agrees to use its
best professional judgment to make and implement investment decisions for the
Fund with respect to the investments of the Account in accordance with the
provisions of this Agreement.
3. Fund Management Services of JPMorgan ▇▇▇▇▇▇▇. JPMorgan ▇▇▇▇▇▇▇ is
hereby employed and authorized to select portfolio securities for investment by
the Fund, to determine to purchase and sell securities for the Account, and upon
making any purchase or sale decision, to place orders for the execution of such
portfolio transactions in accordance with Accessor Funds' operational
procedures, as may be amended in writing by the parties from time to time. In
providing portfolio management services to the Account, JPMorgan ▇▇▇▇▇▇▇ shall
be subject to such investment restrictions as are set forth in the 1940 Act and
rules thereunder, the supervision and control of the Board, such specific
instructions as the Board may adopt and communicate to JPMorgan ▇▇▇▇▇▇▇, the
investment objectives, policies and restrictions of the Fund furnished pursuant
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to paragraph 4, and instructions from Accessor Capital. JPMorgan ▇▇▇▇▇▇▇ shall
maintain on behalf of Accessor Funds all accounts, books, records or other
documents that are required to be maintained pursuant to the 1940 Act, and the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), or any rule or
regulation thereunder and Accessor Funds' policies and procedures (as may be
amended in writing from time to time). At Accessor Funds' or Accessor Capital's
reasonable request (as communicated by the Board or the officers of such
entities), JPMorgan ▇▇▇▇▇▇▇ will consult with the officers of Accessor Funds or
Accessor Capital, as the case may be, with respect to any decision made by it
with respect to the investments of the Account. Accessor Capital shall
facilitate the delivery to JPMorgan ▇▇▇▇▇▇▇ on a day-to-day basis of all
information that JPMorgan ▇▇▇▇▇▇▇ reasonably requests regarding the Fund to
enable JPMorgan ▇▇▇▇▇▇▇ to meet its obligations under this Section of the
Agreement.
4. Investment Objectives, Policies and Restrictions. Accessor Funds
shall provide JPMorgan ▇▇▇▇▇▇▇ with a statement of the investment objectives and
policies of the Fund and any specific investment restrictions applicable to the
Fund and the Account as established by Accessor Funds, including those set forth
in its Prospectus as amended from time to time. Accessor Funds retains the
right, on reasonable prior written notice to JPMorgan ▇▇▇▇▇▇▇ from Accessor
Funds or Accessor Capital, to modify any such objectives, policies or
restrictions in any manner at any time. JPMorgan ▇▇▇▇▇▇▇ shall have no duty to
investigate any instructions received from Accessor Funds, Accessor Capital, or
both, and, absent manifest error, such instructions shall be presumed
reasonable. Any information that Accessor has provided to JPMorgan ▇▇▇▇▇▇▇ in
relation to this Agreement will be complete and accurate and Accessor agrees to
provide any further information properly required by any competent authority.
5. Transaction Procedures. All transactions will be consummated by
payment to or delivery by Accessor Funds' custodian (the "Custodian"), or such
depositary or agents as may be designated by the Custodian, as custodian for
Accessor Funds, of all cash and/or securities due to or from the Account, and
JPMorgan ▇▇▇▇▇▇▇ shall not have possession or custody thereof or any
responsibility or liability with respect thereto. JPMorgan ▇▇▇▇▇▇▇ shall advise
the Custodian and Alps Mutual Fund Services ("the Fund Accounting Agent") in
writing or by electronic transmission or facsimile of all investment orders for
the Fund placed by it with broker/dealers at the time and in the manner and as
set forth in Accessor Funds' operational procedures, as may be amended in
writing from time to time. Accessor Funds shall issue to the Custodian such
instructions as may be appropriate in connection with the settlement of any
transaction initiated by JPMorgan ▇▇▇▇▇▇▇. Accessor Funds shall be responsible
for all custodial arrangements and the payment of all custodial charges and fund
accounting fees and, upon JPMorgan ▇▇▇▇▇▇▇ giving proper instructions to the
Custodian and the Fund Accounting Agent, JPMorgan ▇▇▇▇▇▇▇ shall have no
responsibility or liability with respect to such arrangements or the acts,
omissions or other conduct of the Custodian or the Fund Accounting Agent.
6. Allocation of Brokerage. JPMorgan ▇▇▇▇▇▇▇ shall have authority and
discretion to select broker/dealers and to establish brokerage accounts with
such brokers to execute portfolio transactions initiated by JPMorgan ▇▇▇▇▇▇▇,
and for the selection of the markets on/in which the transaction will be
executed.
A. In doing so, JPMorgan ▇▇▇▇▇▇▇'▇ primary objective shall be to
select a broker/dealer that can be expected to obtain the best net
price and execution for Accessor Funds. However, this responsibility
shall not be deemed to obligate JPMorgan ▇▇▇▇▇▇▇ to solicit
competitive bids for each transaction; and JPMorgan ▇▇▇▇▇▇▇ shall have
no obligation to seek the lowest available commission cost to Accessor
Funds, so long as JPMorgan ▇▇▇▇▇▇▇ believes in good faith, based upon
its knowledge of the capabilities of the firm selected, that the
broker/dealer can be expected to obtain the best price on a particular
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transaction and that the commission cost is reasonable in relation to
the total quality and reliability of the brokerage and research
services made available by the broker/dealer to JPMorgan ▇▇▇▇▇▇▇
viewed in terms of either that particular transaction or of JPMorgan
▇▇▇▇▇▇▇'▇ overall responsibilities with respect to its clients,
including Accessor Funds, as to which JPMorgan ▇▇▇▇▇▇▇ exercises
investment discretion, notwithstanding that Accessor Funds may not be
the direct or exclusive beneficiary of any such services or that
another broker/dealer may be willing to charge Accessor Funds a lower
commission on the particular transaction.
B. Accessor Funds shall retain the right to request that
transactions involving the Account that give rise to brokerage
commissions in an annual amount of up to 50% of the Account's executed
brokerage commissions, shall be executed by broker/dealers which
provide brokerage or research services to Accessor Funds or Accessor
Capital, or as to which an ongoing relationship will be of value to
Accessor Funds with respect to the Fund, which services and
relationship may, but need not, be of direct benefit to the Fund so
long as (i) JPMorgan ▇▇▇▇▇▇▇ believes in good faith, based upon its
knowledge of the capabilities of the firm selected, that the
broker/dealer can be expected to obtain the best price on a particular
transaction and (ii) Accessor Funds has determined that the commission
cost is reasonable in relation to the total quality and reliability of
the brokerage and research services made available to Accessor Funds,
or to Accessor Capital for the benefit of its clients for which it
exercises investment discretion, notwithstanding that the Fund may not
be the direct or exclusive beneficiary of any such service or that
another broker/dealer may be willing to charge Accessor Funds a lower
commission on the particular transaction. JPMorgan ▇▇▇▇▇▇▇ may reject
any request for commission recapture.
C. Accessor Funds agrees that it will provide JPMorgan ▇▇▇▇▇▇▇
with a list of broker/dealers that are "affiliated persons" of Accessor
Funds and any other money managers for the Fund. Upon receipt of such
list, JPMorgan ▇▇▇▇▇▇▇ agrees that it will not execute any portfolio
transactions with a broker/dealer that is an "affiliated person" (as
defined in the 1940 Act) of Accessor Funds or of any other money
manager for the Fund except as permitted by the 1940 Act.
D. As used in this paragraph 6, "brokerage and research services"
shall be those services described in Section 28(e)(3) of the
Securities Exchange Act of 1934, as amended.
7. Transactions with Affiliated Persons of the Funds. The Money Manager
is prohibited from consulting with the money manager of another Accessor Fund or
the money manager of the portion of the Fund not managed by the Money Manager,
if applicable, concerning transactions entered into by the Money Manager (or its
affiliates) in accordance with Rule 17a-10, 17e-1, 12d3-1 and 10f-3 of the 1940
Act. Further, for the purposes of Rule 12d3-1 of the 1940 Act, where the Money
Manager is one of multiple money managers managing a Fund, the Money Manager's
responsibility to providing investment advice is limited to providing investment
advice to the portion of the Fund over which it is appointed by Accessor.
8. Proxies. Unless the Manager gives written instructions to the
contrary, the Money Manager shall vote all proxies solicited by or with respect
to the issuers of securities held by the Fund. The Money Manager shall use its
best good faith judgment to vote such proxies in a manner which best serves the
interests of the Fund's shareholders. The Manager shall provide to the Fund,
upon request, a copy of its voting policies and procedures if it is required to
adopt such policies and procedures. For the year beginning July 1, 2003 and
ending June 30, 2004, and for each year thereafter, the Manager shall create and
maintain, and provide to the Fund within 45 days after year-end and in an
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electronic format, the information required by Item 1 of Form N-PX under the
1940 Act if it casts any votes by proxy on any securities held by the Fund.
9. Reports to JPMorgan ▇▇▇▇▇▇▇. Accessor Funds and Accessor Capital
shall furnish or otherwise make available to JPMorgan ▇▇▇▇▇▇▇ such information
relating to the business affairs of Accessor Funds, including periodic reports
concerning the Fund, as JPMorgan ▇▇▇▇▇▇▇ at any time, or from time to time, may
reasonably request in order to discharge its obligations hereunder.
10. Reports to Accessor. JPMorgan ▇▇▇▇▇▇▇ shall furnish or otherwise
make available to Accessor such information relating to the business affairs of
Accessor Funds, including periodic reports concerning the Fund, as Accessor at
any time, or from time to time, may reasonably request in order to discharge its
obligations hereunder.
11. Fees for Services. The compensation of JPMorgan ▇▇▇▇▇▇▇ for its
services under this Agreement shall be calculated and paid by Accessor Funds in
accordance with Exhibit A attached hereto and incorporated by this reference
herein. JPMorgan ▇▇▇▇▇▇▇ acknowledges that any such fee is payable solely out of
assets of the Fund Account.
12. Other Investment Activities of JPMorgan ▇▇▇▇▇▇▇. Accessor Funds
acknowledges that JPMorgan ▇▇▇▇▇▇▇, or any entity controlled by, controlling or
under common control with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co., whether directly or
indirectly (for the purposes of this definition "control" means ownership of
more than 50% of the voting securities of any entity or the ability to elect a
majority of the board of directors or other governing body of such entity
("Affiliate"), may have investment responsibilities or render investment advice
to, or perform other investment advisory services for, other individuals or
entities (the "Affiliated Accounts"). Services to be furnished by JPMorgan
▇▇▇▇▇▇▇ under this Agreement may be furnished through the medium of any of
JPMorgan ▇▇▇▇▇▇▇'▇ partners, officers or employees. Subject to the provisions of
paragraph 2 hereof, Accessor Funds agrees that JPMorgan ▇▇▇▇▇▇▇ and its
Affiliates may give advice, exercise investment responsibility and take other
action with respect to the Affiliated Accounts which may differ from the advice
given or the timing or nature of action taken with respect to the Account,
provided that JPMorgan ▇▇▇▇▇▇▇ acts in good faith, and provided further that it
is JPMorgan ▇▇▇▇▇▇▇'▇ policy to allocate, within its reasonable discretion,
investment opportunities to the Account over a period of time on a fair and
equitable basis relative to the Affiliated Accounts, taking into account the
investment objectives and policies of the Fund and any specific investment
restrictions applicable thereto. Accessor Funds acknowledges that one or more of
the Affiliated Accounts may at any time hold, acquire, increase, decrease,
dispose of or otherwise deal with positions in investments in which the Account
may have an interest from time to time, whether in transactions which may
involve the Account or otherwise. JPMorgan ▇▇▇▇▇▇▇ shall have no obligation to
acquire for the Account a position in any investment which any Affiliated
Account may acquire, and the Fund shall have no first refusal, co-investment or
other rights in respect of any such investment, either for the Account or
otherwise.
13. Certificate of Authority. Each of Accessor Funds, Accessor Capital
and JPMorgan ▇▇▇▇▇▇▇ shall furnish to the others from time to time certified
copies of the resolutions of its Board of Directors, Board of Trustees, Managing
Partner or executive committee, as the case may be, or Certificates of
Incumbency evidencing the authority of its officers and employees who are
authorized to act on behalf of it.
14. Limitation of Liability. JPMorgan ▇▇▇▇▇▇▇ shall not be liable for,
and shall be indemnified by Accessor Funds for any action taken, omitted or
suffered to be taken by it in its reasonable judgment, in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement, or in accordance with (or in the absence
Page 4
of) specific directions or instructions from Accessor Funds or Accessor Capital;
provided, however, that such acts or omissions shall not have resulted from
JPMorgan ▇▇▇▇▇▇▇'▇ willful misfeasance, bad faith or gross negligence, violation
of applicable law, or reckless disregard of its duty or of its obligations
hereunder. The rights and obligations that are provided for in this Paragraph 14
shall survive the cancellation, expiration or termination of this Agreement.
15. Confidentiality. Subject to the right of the parties hereto to
comply with applicable law, including any demand or request of any regulatory or
taxing authority having jurisdiction over it; or as may be necessary in the
ordinary course of performing the services and transactions contemplated by this
Agreement; or with the written consent of the other party, the parties hereto
shall treat as confidential all information pertaining to the Fund and the
actions of each money manager, Accessor Capital and Accessor Funds in respect
thereof, other than any such information which is (a) known to the party prior
to this Agreement; (b) rightfully acquired by the party from third parties whom
the party reasonably believes are not under an obligation of confidentiality to
the other party to this Agreement; (c) placed in public domain without fault of
the party or its affiliates; or (d) independently developed by the party.
Accessor acknowledges that from time to time telephone conversations and other
communications with Accessor may be taped or monitored by JPMorgan ▇▇▇▇▇▇▇. The
rights and obligations that are provided for in this Paragraph 15 shall survive
the cancellation, expiration or termination of this Agreement.
16. Material Interest. In accordance with the requirements of
Financial Services Authority of the United Kingdom ("FSA") Rules, JPMorgan
▇▇▇▇▇▇▇ hereby notifies Accessor that it may effect transactions in which it
has, directly or indirectly, a material interest or a relationship with another
party, which may involve a potential conflict with JPMorgan ▇▇▇▇▇▇▇'▇ duty to
Accessor. However, JPMorgan ▇▇▇▇▇▇▇ will not enter into any such transaction
unless it is permitted by the 1940 Act, FSA rules and any procedures adopted by
Accessor Funds.
17. Use of JPMorgan ▇▇▇▇▇▇▇'▇ Name. Accessor Funds and Accessor
Capital agree to furnish JPMorgan ▇▇▇▇▇▇▇ at its principal office prior to use
thereof copies of all prospectuses, proxy statements, reports to stockholders,
sales literature, or other material prepared for distribution to stockholders of
Accessor Funds or the public that refer in any way to JPMorgan ▇▇▇▇▇▇▇, and not
to use such material if JPMorgan ▇▇▇▇▇▇▇ reasonably objects in writing within
seven business days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this Agreement, Accessor Funds and
Accessor Capital will continue to furnish to JPMorgan ▇▇▇▇▇▇▇ copies of any of
the above-mentioned materials that refer in any way to JPMorgan ▇▇▇▇▇▇▇, and
will not use such material if JPMorgan ▇▇▇▇▇▇▇ reasonably objects in writing
within -seven business days (or such other time as may be mutually agreed) after
receipt thereof.
18. Assignment. No assignment, as that term is defined in Section
2(a)(4) of the 1940 Act, of this Agreement shall be made by Accessor Capital or
JPMorgan ▇▇▇▇▇▇▇, and this Agreement shall terminate automatically in the event
that it is assigned. JPMorgan ▇▇▇▇▇▇▇ shall notify Accessor Capital and Accessor
Funds in writing sufficiently in advance of any proposed change of control, as
defined in Section 2(a)(9) of the 1940 Act, to enable Accessor Capital and
Accessor Funds to consider whether an assignment, as that term is defined in
Section 2(a)(4) of the 1940 Act, will occur, and to take the steps necessary to
enter into a new money manager agreement with JPMorgan ▇▇▇▇▇▇▇.
19. Representations, Warranties and Agreements of the Investment
Company. Accessor Funds represents, warrants and agrees that:
A. JPMorgan ▇▇▇▇▇▇▇ has been duly appointed by the Board to
provide investment services to the Account as contemplated hereby.
Accessor Funds will deliver certified resolutions of its Board
Page 5
authorizing the appointment of JPMorgan ▇▇▇▇▇▇▇ with respect to the
Fund, and approving the form of this Agreement.
B. Accessor Funds will deliver to JPMorgan ▇▇▇▇▇▇▇ a true
and complete copy of its current prospectuses and Statement of
Additional Information as effective from time to time and will deliver
all future amendments and supplements, if any, the registration
statement under the 1940 Act and the Securities Act of 1933, as
amended, on Form N-1A (the "Registration Statement"), as filed with
the Securities and Exchange Commission relating to the Fund and shares
of the Fund's beneficial shares, and all amendments thereto, the
By-Laws of Accessor Funds in effect on the date of this Agreement and
as amended from time to time, such other documents or instruments
governing the investments of Fund, and such other information as is
necessary for JPMorgan ▇▇▇▇▇▇▇ to carry out its obligations under this
Agreement.
C. The organization of Accessor Funds and the conduct of the
business of the Fund as contemplated by this Agreement, materially
complies, and shall at all times materially comply, with the
requirements imposed upon Accessor Funds by applicable law.
20. Representations, Warranties and Agreements of Accessor Capital.
Accessor Capital represents, warrants and agrees that:
A. Accessor Capital acts as an "investment adviser," as that
term is defined in Section 2(a)(20) of the 1940 Act, pursuant to a
Management Agreement with Accessor Funds.
B. The appointment of JPMorgan ▇▇▇▇▇▇▇ by Accessor Capital
to provide the investment services as contemplated hereby has been
approved by the Board.
C. Accessor Capital is registered as an "investment adviser"
under the Advisers Act.
21. Representations, Warranties and Agreements of JPMorgan ▇▇▇▇▇▇▇.
JPMorgan ▇▇▇▇▇▇▇ represents, warrants and agrees that:
A. JPMorgan ▇▇▇▇▇▇▇ is registered as an "investment adviser"
under the Advisers Act. JPMorgan ▇▇▇▇▇▇▇ is also regulated by FSA and
nothing in this Agreement shall exclude any liability of JPMorgan
▇▇▇▇▇▇▇ to Accessor arising under rules of the FSA.
B. JPMorgan ▇▇▇▇▇▇▇ will maintain, keep current and preserve
on behalf of Accessor Funds, the records required to be maintained
pursuant to Section 3 of this Agreement and shall timely furnish to
Accessor Capital all information relating to JPMorgan Fleming's
services under this Agreement needed by Accessor Capital to keep the
other books and records of the Fund required by the 1940 Act, and the
Advisers Act, or any rule or regulation thereunder and Accessor Funds'
policies and procedures (as may be amended in writing from time to
time), in the manner required by such rule, regulation, policy or
procedure. JPMorgan ▇▇▇▇▇▇▇ agrees that such records are the property
of Accessor Funds and will be surrendered to Accessor Funds promptly
upon request. JPMorgan ▇▇▇▇▇▇▇ may retain copies of any records
surrendered to the Accessor Funds. All services provided by JPMorgan
▇▇▇▇▇▇▇ under this Agreement are provided on the basis that Accessor
is an intermediate customer under the rules of the FSA and JPMorgan
▇▇▇▇▇▇▇ shall treat Accessor alone as its client under FSA rules.
C. JPMorgan ▇▇▇▇▇▇▇ will adopt or has adopted a written code
of ethics complying with the requirements of Rule 17j-1 under the 1940
Page 6
Act, will provide to Accessor Funds a copy of the code of ethics and
evidence of its adoption, and will make such reports to Accessor Funds
as required by Rule 17j-1 under the 1940 Act. Notwithstanding anything
to the contrary in Accessor Funds' Code of Ethics ("Accessor Code"),
Accessor Funds and Accessor Capital agree that JPMorgan ▇▇▇▇▇▇▇
employees will comply with the Accessor Code only to the extent the
Accessor Code is consistent with JPMorgan Fleming's Code of Ethics
("JPMorgan ▇▇▇▇▇▇▇ Code"). If, in JPMorgan Fleming's judgment, any
provision of the Accessor Code is inconsistent with the JPMorgan
▇▇▇▇▇▇▇ Code, the JPMorgan ▇▇▇▇▇▇▇ Code will control. In addition,
JPMorgan ▇▇▇▇▇▇▇ employees will comply with the Accessor Code only
with respect to the Account. JPMorgan ▇▇▇▇▇▇▇ has policies and
procedures sufficient to enable JPMorgan ▇▇▇▇▇▇▇ to detect and prevent
the misuse of material, nonpublic information by JPMorgan ▇▇▇▇▇▇▇ or
any person associated with JPMorgan ▇▇▇▇▇▇▇.
D. JPMorgan ▇▇▇▇▇▇▇ shall advise Accessor, the Custodian and
the Fund Accounting Agent from time to time in writing as to the
employees of JPMorgan ▇▇▇▇▇▇▇ who are responsible for the Investment
Management under this Agreement. JPMorgan ▇▇▇▇▇▇▇ shall notify
Accessor, the Custodian and the Fund Accounting Agent of any material
change in the senior management or in the ownership of JPMorgan
▇▇▇▇▇▇▇, any change in the manager(s) of the Account and any material
change in the nature of JPMorgan ▇▇▇▇▇▇▇ 's principal business.
E. JPMorgan ▇▇▇▇▇▇▇ understands that it may receive certain
non-public information about clients of Accessor Capital and Accessor
Funds under Section 248.14 of Regulation S-P and understands and
agrees that it will disclose that information only as permitted by
Section 248.11 of Regulation S-P.
22. Amendment. This Agreement may be amended at any time, but only by
written agreement among JPMorgan ▇▇▇▇▇▇▇, Accessor Capital and the Fund, which
amendment must be approved by the Board in the manner required by the 1940 Act.
23. Complaints. Any complaint that Accessor may have relating to any
services provided to it by JPMorgan ▇▇▇▇▇▇▇ under this Agreement should in the
first instance be made in writing to the compliance officer of JPMorgan ▇▇▇▇▇▇▇
at the address appearing at the head of this Agreement. Subsequently, Accessor
may have the right to complain directly to the Financial Ombudsman Service, as
set out in the rules of the FSA.
24. Effective Date; Term. This Agreement shall become effective for
the Fund on the effective date set forth on page 1 of this Agreement, and shall
continue in effect until the termination date set forth on page 1 of this
Agreement. Thereafter, the Agreement shall continue in effect for successive
annual periods only so long as its continuance has been specifically approved at
least annually (a) by a vote of a majority of the Board or (b) by a vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund for which JPMorgan ▇▇▇▇▇▇▇ acts as money manager, and in either case by
a majority of the directors who are not parties to the Agreement or interested
persons of any parties to the Agreement (other than as directors of Accessor
Funds) cast in person at a meeting called for purposes of voting on the
Agreement.
25. Termination. This Agreement may be terminated, without the payment
of any penalty, by the Board, Accessor Capital, JPMorgan ▇▇▇▇▇▇▇ or by the vote
of a majority of the outstanding voting securities (as that term is defined in
the 1940 Act) of the Fund, upon 60 days' prior written notice to the other
parties hereto. Any such termination shall not affect the status, obligations or
liabilities of any party hereto to any of the other parties that accrued prior
to such termination.
Page 7
26. Applicable Law. To the extent that state law shall not have been
preempted by the provisions of any laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the State
of Washington. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. Where the effect
of a requirement of the 1940 Act or Advisers Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
27. Force Majeure. None of the parties to this Agreement shall be
deemed to be in breach of this Agreement or otherwise liable to the other as a
result of any delay, failure or defective performance of its obligations under
this Agreement if and to the extent that such delay or failure arises out of
causes beyond the control and without the fault or negligence of the party in
question. Such causes may include, without limitation, acts of God; any civil
commotion or disorder, riot, invasion or war; fire, explosion, storm, flood,
earthquake, subsidence, epidemic or other natural physical disaster; power
failures, destruction or breakdown of any premises, plant or equipment
(including computer systems); strike, lockout or other industrial action; or any
action taken by a governmental or public authority of any kind.
28. Delegation to Third Parties. Except where prohibited by applicable
law or regulation, JPMorgan ▇▇▇▇▇▇▇ may delegate any or all of its functions
under this Agreement other than its investment advisory responsibilities to it's
Affiliates and may employ a third party to perform any accounting,
administrative, reporting and ancillary services required to enable JPMorgan
▇▇▇▇▇▇▇ to perform its functions under this Agreement, but JPMorgan ▇▇▇▇▇▇▇ 's
liability to Accessor shall not be affected thereby. JPMorgan ▇▇▇▇▇▇▇ will act
in good faith and with due diligence in the selection, use and monitoring of
third parties.
29. Compensation. A statement is available from JPMorgan ▇▇▇▇▇▇▇
describing the Accessor's rights to compensation, if any, in the event that
JPMorgan ▇▇▇▇▇▇▇ is unable to meet its liabilities.
30. Entire Agreement. This Agreement constitutes the entire
understanding between the parties relating to the Fund and supercedes all prior
understandings, arrangements, representations, proposals or communications
between the parties, whether written or oral.
31. Notices. Any notice, advice, or report to be given pursuant to
this Agreement shall be delivered or mailed:
To Accessor Capital at: Accessor Capital Management LP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
To Accessor Funds at: Accessor Funds, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
To JPMorgan ▇▇▇▇▇▇▇ at: JPMorgan ▇▇▇▇▇▇▇ Asset Management
(London), Ltd.
Finsbury Dials
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
Page 8
32. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
Page 9
ACCESSOR FUNDS, INC.
BY:
--------------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary
DATE:
-------------------------------
Accepted and agreed to:
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT (London) Ltd.
By:
--------------------------------------------------
Name:
Title:
DATE:
---------------------------------------
ACCESSOR CAPITAL MANAGEMENT LP
By Accessor Capital Corporation, Inc.
Its Managing General Partner
BY:
--------------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Secretary
DATE:
-------------------------------
Page 10
EXHIBITS:
A. Fee Schedule.
Page 11
EXHIBIT A
MONEY MANAGER FEE
The Fund will pay to the Money Manager as compensation for the Money
Manager's services rendered, a fee, computed daily and paid quarterly at the
annual rate as set forth below of the aggregate average daily net asset value of
the Fund:
0.50% on the first $50,000,000
0.45% on the next $100,000,000
0.40% above $150,000,000
Such fee shall be paid by the Fund and no fees shall be paid to
Accessor Capital Management LP under this agreement. Such fee shall be payable
for each quarter within 60 days after the end of each quarter. If the Money
Manager shall serve for less than the whole of a quarter, the foregoing
compensation shall be prorated.
Page 12