MONEY MANAGER AGREEMENT
Effective Date: January 1, 2005
Termination Date: One year after Effective Date
und and Account: ACCESSOR VALUE FUND
Wellington Management Company, LLP
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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 (the
"Manager") acts as the 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. The
Manager 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 the Manager, subject to the
approval of the Board of Directors of Accessor Funds (the "Board").
1. Appointment as a Money Manager. The Manager and Accessor Funds
hereby appoint and employ Wellington Management Company, LLP, a Massachusetts
limited liability partnership (the "Money Manager"), as a discretionary money
manager to Accessor Funds' Value Fund, on the terms and conditions set forth
herein. The Manager determines from time to time that portion of the assets of
the Value Fund that are to be assigned to the Money Manager (the "Account"). The
Account and those assets of the Value Fund managed by the Manager or another
money manager as determined by the Manager are referred to as the "Fund".
2. Acceptance of Appointment; Standard of Performance. The Money
Manager 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 the Money Manager. The Money Manager 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, the Money Manager 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 the Money Manager, the
investment objectives, policies and restrictions of the Fund furnished pursuant
to paragraph 4, and instructions from the Manager. The Money Manager 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
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amended in writing from time to time). At Accessor Funds' or the Manager's
reasonable request (as communicated by the Board or the officers of such
entities), the Money Manager will consult with the officers of Accessor Funds or
the Manager, as the case may be, with respect to any decision made by it with
respect to the investments of the Account. The Manger shall facilitate the
delivery to Money Manager on a day-to-day basis of all information that the
Money Manager reasonably requests regarding the Fund to enable the Money Manager
to meet its obligations under this Section of the Agreement.
4. Investment Objectives, Policies and Restrictions. Accessor Funds
shall provide the Money Manager with a statement of the investment objectives
and policies of the Fund and any specific investment restrictions applicable
thereto 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 the Money Manager from Accessor Funds or the
Manager, to modify any such objectives, policies or restrictions in any manner
at any time. The Money Manager shall have no duty to investigate any
instructions received from Accessor Funds, the Manager, or both, and, absent
manifest error, such instructions shall be presumed reasonable.
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
the Money Manager shall not have possession or custody thereof or any
responsibility or liability with respect thereto. The Money Manager shall advise
the Custodian 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 the Money Manager. Accessor Funds
shall be responsible for all custodial arrangements and the payment of all
custodial charges and fees and, upon the Money Manager giving proper
instructions to the Custodian, the Money Manager shall have no responsibility or
liability with respect to custodial arrangements or the acts, omissions or other
conduct of the Custodian.
6. Allocation of Brokerage. The Money Manager shall have authority and
discretion to select broker/dealers and to establish brokerage accounts with
such brokers to execute portfolio transactions initiated by the Money Manager,
and for the selection of the markets on/in which the transaction will be
executed.
A. In doing so, the Money Manager's 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 the Money Manager to
solicit competitive bids for each transaction; and the Money Manager
shall have no obligation to seek the lowest available commission cost
to Accessor Funds, so long as the Money Manager 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 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
the Money Manager viewed in terms of either that particular
transaction or of the Money Manager's overall responsibilities with
respect to its clients, including Accessor Funds, as to which the
Money Manager 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.
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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 Money Manager's
executed brokerage commissions, shall be executed by broker/dealers
which provide brokerage or research services to Accessor Funds or its
Manager, 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) the Money Manager 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 the Manager 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. The Money Manager may reject
any request for directed brokerage that does not appear to it to be
reasonable.
C. Accessor Funds agrees that it will provide the Money
Manager with a list of broker/dealers which are "affiliated persons"
of Accessor Funds and its other money managers. Upon receipt of such
list, the Money Manager agrees that it will not execute any portfolio
transactions with a broker/dealer which is an "affiliated person" (as
defined in the 1940 Act) of Accessor Funds or of any money manager for
Accessor Funds 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 received by the Money Manager
in proper form and in a timely manner with respect to the securities held by the
Fund in accordance with the Money Manager's Proxy Policies and Procedures. 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 Proxy Policies and
Procedures. The Manager shall provide to the Fund within 45 days after the
twelve month period ending June 30 of each year in an 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 the Money Manager. Accessor Funds and the Manager shall
furnish or otherwise make available to the Money Manager such information
relating to the business affairs of Accessor Funds, including periodic reports
concerning the Fund, as the Money Manager at any time, or from time to time, may
reasonably request in order to discharge its obligations hereunder.
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10. Fees for Services. The compensation of the Money Manager 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. The Money Manager acknowledges that any such fee is payable solely out
of assets of the Fund Account.
11. Other Investment Activities of the Money Manager. Accessor Funds
acknowledges that the Money Manager, or one or more of its affiliates, 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 the Money Manager under this Agreement
may be furnished through the medium of any of the Money Manager's partners,
officers or employees. Subject to the provisions of paragraph 2 hereof, Accessor
Funds agrees that the Money Manager 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 the Money Manager acts
in good faith, and provided further that it is the Money Manager's 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. The
Money Manager 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.
12. Certificate of Authority. Each of Accessor Funds, the Manager and
the Money Manager 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, evidencing the authority of
its officers and employees who are authorized to act on behalf of it.
13. Limitation of Liability. The Money Manager 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
of) specific directions or instructions from Accessor Funds or the Manager;
provided, however, that such acts or omissions shall not have resulted from the
Money Manager's 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 12
shall survive the cancellation, expiration or termination of this Agreement.
14. Confidentiality. Subject to the right of each money manager and
Accessor Funds to comply with applicable law, including any demand or request of
any regulatory or taxing authority having jurisdiction over it, the parties
hereto shall treat as confidential all information pertaining to the Fund and
the actions of each money manager, the Manager and Accessor Funds in respect
thereof, other than any such information which is or hereafter becomes
ascertainable from public or published information or trade sources. The rights
and obligations that are provided for in this Paragraph 13 shall survive the
cancellation, expiration or termination of this Agreement.
15. Use of the Money Manager's Name. Accessor Funds and the Manager
agree to furnish the Money Manager at its principal office prior to use thereof
copies of all prospectuses, proxy statements, reports to stockholders, sales
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literature, or other material prepared for distribution to stockholders of
Accessor Funds or the public that refer in any way to the Money Manager, and not
to use such material if the Money Manager reasonably objects in writing within
five 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 the
Manager will continue to furnish to the Money Manager copies of any of the
above-mentioned materials that refer in any way to the Money Manager, and will
not use such material if the Money Manager reasonably objects in writing within
five business days (or such other time as may be mutually agreed) after receipt
thereof.
16. Assignment. No assignment, as that term is defined in Section
2(a)(4) of the 1940 Act, of this Agreement shall be made by the Manager or the
Money Manager, and this Agreement shall terminate automatically in the event
that it is assigned. The Money Manager shall notify the Manager 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 the Manager 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 the Money Manager.
17. Representations, Warranties and Agreements of the Investment
Company. Accessor Funds represents, warrants and agrees that:
A. The Money Manager 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
authorizing the appointment of the Money Manager with respect to the
Fund, and approving the form of this Agreement.
B. Accessor Funds will deliver to the Money Manager 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 the Money Manager 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.
18. Representations, Warranties and Agreements of Manager. Manager
represents, warrants and agrees that:
A. The Manager 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 the Money Manager by the Manager to
provide the investment services as contemplated hereby has been
approved by the Board.
C. The Manager is registered as an "investment adviser"
under the Advisers Act.
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19. Representations, Warranties and Agreements of Money Manager. The
Money Manager represents, warrants and agrees that:
A. The Money Manager is registered as an "investment
adviser" under the Advisers Act; or it is a "bank" as defined in
Section 202(a)(2) of the Advisers Act or an "insurance company" as
defined in Section 202(a)(12) of the Advisers Act and is exempt from
registration thereunder.
B. The Money Manager 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 the Manager all information relating to the Money Manager's
services under this Agreement needed by the Manager 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. The Money Manager agrees that such records are the property
of Accessor Funds and will be surrendered to Accessor Funds promptly
upon request. The Money Manager may retain copies of any records
surrendered to the Accessor Funds.
C. The Money Manager will adopt or has adopted a written
code of ethics complying with the requirements of Rule 17j-1 under the
1940 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. The Money Manager
has policies and procedures sufficient to enable the Money Manager to
detect and prevent the misuse of material, nonpublic information by
the Money Manager or any person associated with the Money Manager, in
compliance with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Securities Fraud Enforcement
Act of 1988.
D. The Money Manager will notify Accessor Funds of any
material changes in the membership of its partnership, including but
not limited to any changes in the managing partners or in the partners
who manage the Fund, or in the case of a corporation in the ownership
of more than five percent of its voting securities, within a
reasonable time after such change.
▇. The Money Manager understands that it may receive certain
non-public information about clients of the Manager 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.
20. Amendment. This Agreement may be amended at any time, but only by
written agreement among the Money Manager, the Manager and the Fund, which
amendment must be approved by the Board in the manner required by the 1940 Act.
21. 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 the Money Manager 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.
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22. Termination. This Agreement may be terminated, without the payment
of any penalty, by the Board, the Manager, the Money Manager or by the vote of a
majority of the outstanding voting securities (as that term is defined in the
1940 Act) of the Fund for which the Money Manager acts as money manager, 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.
23. 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.
24. Notices. Any notice, advice, or report to be given pursuant to
this Agreement shall be delivered or mailed:
To the Manager at: Accessor Capital Management LP
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Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
To Accessor Funds at: Accessor Funds, Inc.
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Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
To the Money Manager at: Wellington Management Company, LLP
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Attention: Legal Department
25. 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.
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ACCESSOR FUNDS, INC.
BY:
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Secretary
DATE:
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ACCESSOR CAPITAL MANAGEMENT LP
By Accessor Capital Corporation, Inc.
Its Managing General Partner
BY:
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▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
President
DATE:
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Accepted and agreed to:
WELLINGTON MANAGEMENT COMPANY, LLP
By:
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Name:
Title:
DATE:
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EXHIBITS:
A. Fee Schedule.
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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 of 0.25% of the aggregate daily net assets of the Fund. 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.
The Money Manager voluntarily agrees to waive the portion of such Money
Manager Fee due to the Money Manager in excess of an annual rate of 0.10% of the
average daily net assets of the Fund, computed daily and paid quarterly, for the
period from January 1, 2005 through December 31, 2005. The full Money Manager
▇▇▇ described in the preceding paragraph shall be payable to the money manager
effective January 1, 2006.
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