Amended and Restated
Management Agreement
This Management Agreement (the "Agreement") effective June 17, 1992, as
amended and restated February 12, 2004, between ACCESSOR FUNDS, INC., and
Maryland corporation (hereinafter called "Accessor Funds"), and ACCESSOR CAPITAL
MANAGEMENT LP, a Washington limited partnership (hereinafter called the
"Manager") (formerly BENNINGTON CAPITAL MANAGEMENT).
WHEREAS, the Securities and Exchange Commission has suggested that the
Agreement between Accessor Funds and Manager be amended to more accurately set
forth the names of the parties as a result of the name change from Bennington
Capital Management to Accessor Capital Management LP; and
WHEREAS, since the original Agreement was entered into effective June
17, 1992 there have been four amendments to the Agreement to add or close
individual investment portfolios;
NOW, THEREFORE, this Agreement is amended and restated as follows:
WHEREAS, Accessor Funds has been organized by and at the expense of the
Manager and operates as an investment company of the "series" type registered
under the Investment Company Act of 1940 ("1940 Act") for the purpose of
investing and reinvesting its assets in portfolios of securities, each of which
has distinct investment objectives and policies (each distinct portfolio being
referred hereinafter as a "Fund"), as set forth more fully in its Articles of
Incorporation, its By-Laws and its Registration Statement under the 1940 Act and
the Securities Act of 1933, all as heretofore and as may hereafter be amended
and supplemented; and Accessor Funds desires to avail itself of the services,
information, advice, assistance and facilities of a manager and to have a
manager perform for it various management, administrative, statistical,
research, money manager selection, investment management and other services; and
WHEREAS, the Manager is registered as an investment advisor under the
Investment Advisors Act of 1940 and will engage in the business of rendering
investment advisory, counseling, money manager recommendation and supervisory
services; and the Manager and its predecessor have undertaken the initiative and
expense of organizing Accessor Funds in order to have a means to commingle
assets for certain investors to have access to and utilize the multi-manager
diversification methods of investment and to provide services to Accessor Funds
in consideration of and on the terms and conditions hereinafter set forth;
NOW, THEREAFTER, Accessor Funds and the Manager agree as follows:
1. Employment of the Manager. Accessor Funds hereby employs the Manager
to manage the investment and reinvestment of Accessor Funds' assets
and to act as a discretionary money manager to certain of the Funds in
the manner set forth in Section 2(B) of this Agreement, and to
administer its business and administrative operations, subject to the
discretion of the Board of Directors, for the period, in the manner,
and on the terms hereinafter set forth. The Manager hereby accepts
such employment and agrees during such period to render the services
and to assume the obligations herein set forth. The Manager shall for
all purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent Accessor Funds
in any way or otherwise be deemed and agent of Accessor Funds.
2. Obligations of and Services to be Provided by the Manager. The Manager
undertakes to provide the services hereinafter set forth and to assume
the following obligations:
A. Management and Administrative Services
(1). The Manager shall furnish to Accessor Funds adequate (a)
office space, which may be space within the offices of the
Manager or in such other place as may be selected by the
Manager from time to time, and (b) office furnishings,
facilities ad equipment as may be reasonably required for
managing and administering the business and operations of
Accessor Funds, including (i) complying with the corporate,
securities and tax reporting requirements of the United
States and the various states in which Accessor Funds does
business, (ii) conducting correspondence and other
communications with the shareholders of Accessor Funds, and
(iii) maintaining or supervising the maintenance of all
internal bookkeeping, accounting and auditing services and
records in connection with Accessor Funds' investment and
business activities. Accessor Funds agrees that its
shareholder recordkeeping services, the computing of net
asset value and the preparation of certain of its records
required by Rule 31 of the 1940 Act are maintained by
Accessor Funds' Transfer Agent, Custodian and Money Mangers,
and that with respect to these records the Manager's
obligations under this Section 2(A) are supervisory in
nature.
(2). The Manager shall employ or provide and compensate the
executive, administrative, secretarial and clerical
personnel necessary to supervise the provision of the
services set forth in sub-section 2(A)(1), and shall bear
the expense of providing such services except as provided in
Section 4 of this Agreement. The Manager shall also
compensate all officers and employees of Accessor Funds who
are officers or employees of the Manager or entities with
the Manager is affiliated.
B. Investment Management Services.
(1). Accessor Funds and the Manager intend to appoint one or more
persons or companies ("Money Manager(s)") for each of the
Funds or segments thereof, and each such Money Manager shall
have full investment discretion and shall make all
determinations with respect to the investment of a Fund's
assets, or portion thereof, assigned to the Money Manager
and the purchase and sale of portfolio securities with those
assets, and such steps as may be necessary to implement its
decision. Manager shall not be responsible or liable for the
investment merits of any decision by a Money Manager to
purchase, hold or sell a security for a Fund, except to the
extent the Manager acts as Money Manager for a Fund, or
portion thereof.
(2). The Manager shall, subject to and in accordance with the
investment objectives and policies of Accessor Funds and
each Fund and any directions which Accessor Funds' Board of
Directors may issue to the Manager, have: (i) overall
supervisory responsibility for the general management and
investment of Accessor Funds' assets and securities
portfolios; and (ii) full investment discretion to make all
determinations with respect to the investment of Fund assets
not assigned to another Money Manager.
(3). The Manager shall develop overall investment programs and
strategies for each Fund, or portion thereof, shall revise
such programs and strategies as necessary, and shall monitor
and report periodically to the Board of Directors of
Accessor Funds concerning the implementation of programs and
strategies.
(4). The Manager shall research and evaluate Money Managers and
shall advise the Board of Directors of Accessor Funds of the
Money Managers which the assets of each Fund; shall monitor
and evaluate the investment performance of each Money
Manager employed by Accessor Funds; shall determine the
portion of each Fund's assets to be manages by each Money
Manager; shall recommend changes or additions of Money
Managers when appropriate; and shall coordinate the
investment activities if the Money Managers.
(5). The Manager shall render to Accessor Fund's Board of
Directors such periodic repots concerning Accessor Fund's
and Funds' business and investments as the Board of
Directors shall reasonably request.
C. Provision of Information Necessary for Preparation of Securities
Registration Statements, Amendments and Other Materials.
The Manager will make available and provide financial, accounting
and statistical information required by Accessor Funds for the
preparation of registration statements, reports and other
documents required by federal and state securities laws, and with
such information as Accessor Funds may reasonably request for use
in the preparation of such documents or of other materials
necessary or helpful for the underwriting and distribution of
Accessor Fund's shares.
D. Other Obligations and Services.
The Manager shall make available its officers and employees to
the Board of Directors and officers of Accessor Funds for the
consultation and discussions regarding the administration and
management of Accessor Funds and its investment activities. The
Manager shall not withdraw from Accessor Funds the use of
Accessor Fund's name. The Manager shall not grant the use of a
name similar to that of Accessor Funds to another investment
company or business enterprise unless there first is compliance
with the guidelines expressed in Example No. 2 of Investment
Company Act Release No. 5510 (available October 8, 1968). The
Manager may make payments under a Distribution Plan adopted under
Rule 12b-1 under the 1940 Act (the "Plan") to Qualified
Recipients (as defined in the Plan), which have rendered
assistance in shareholder servicing or in the distribution or
retention of Accessor Fund's shares. The Manager is a Washington
limited partnership and, as such, will notify Accessor Funds of
any change in the membership of such partnership within a
reasonable time after such change.
3. Execution and Allocation of Fund Brokerage Commissions.
The Manager or Money Managers, subject to and in accordance with any
directions which Accessor Fund's Board of Directors may issue from
time to time, shall place, in the name of Accessor Funds, orders for
the execution of the Funds' transactions. When placing such orders,
the primary objective of the Manager and the Money Managers shall be
to obtain the best net price and execution for Accessor Funds, but
this requirement shall not be deemed to obligate the Manager or a
Money Manager to place any order solely on the basis of obtaining the
lowest commission rate if the other standards set forth in this
section have been satisfied. Accessor Funds recognizes that there are
likely to be many cases in which different brokers are equally able to
provide such best price execution that, in selecting among such
brokers with respect to particular trades, it is desirable to choose
those brokers who furnish "brokerage and research services" (as
defined in Section 28(e)(3) of the Securities Exchange Act of 1934) or
statistical quotations and other information to Accessor Funds, the
Manager and/or the Money Managers in accordance with the standards set
forth below. Moreover, to the extent that it continues to be lawful to
do so and so long as Accessor Fund's Board of Directors determines as
a general policy that Accessor Funds will benefit, directly to
indirectly, by doing so, the Manager or a Money Manager may place
orders with a broker who charges a commission for that transaction
which is in excess of the amount of commission that another broker
would have charged for effecting that transaction, provided that the
excess commission is reasonable in relation to the value of brokerage
and research services provided by that broker. Accordingly, Accessor
Funds and the Manager agree that the Manager and the Money Managers
shall select brokers for the execution of the Funds' portfolio
transactions from among:
A. Those brokers and dealers who provide brokerage and/or research
services, or statistical quotations and other information to
Accessor Funds, specifically including the quotations necessary
to determine Accessor Fund's net assets, in such amount of total
brokerage as may, in their good faith judgment, reasonably be
required in light of such service;
B. Those brokers and dealers who supply brokerage and/or research
services to the Manager and/or its affiliates, or the Money
Managers, which relate directly to portfolio securities, actual
or potential, of Accessor Funds, or which place the manager or
Money Managers in a better position to make decisions in
connection with the management of Accessor Fund's assets and
portfolios, whether or not such data also may useful to the
Manager and its affiliates, or the Money managers and their
affiliates, in managing other portfolios or advising other
clients, in such amount of total brokerage as may, in their good
faith judgment, reasonably be required; and
C. An affiliate of the Manager or any Money Manager, when the
Manager or Money Manager has determined that Accessor Funds will
receive competitive execution, price, and commissions. The
Manager will render regular reports to Accessor Fund's Board of
Directors, not less frequently than quarterly, of how much total
brokerage has been placed with affiliates of the Manager and the
Money Managers, and the manner in which the allocation has been
accomplished. No transaction in which an affiliate of the Manager
or any Money Manager acts as principal will be entered into by
Accessor Funds.
The Manger agrees and each Money Manger will be required to agree,
that no investment decision will be made or influenced by a desire
to provide brokerage for allocation in accordance with the
foregoing, and that the right to make such allocation of brokerage
shall not interfere with the Manager's or Money Manager's primary
duty to obtain the best net price and execution for Accessor
Funds.
4. Expenses of Accessor Funds. It is understood that Accessor Funds will
pay all its expenses other than those expressly assumed by the Manager
herein, which expenses payable by Accessor Funds shall include:
A. Expenses of all audits and other services by independent public
accountants;
B. Expenses of transfer agent, registrar, dividend disbursing agent
and shareholder record-keeping services;
C. Expenses of custodial services including record-keeping services
provided by the Custodian
D. Expenses of obtaining quotations for calculating the value of
Accessor Fund's net assets;
E. Expenses of obtaining shareholder activity reports from the
transfer agent and reports from the Money Manger for each Fund
F. Expenses of maintaining each Fund's tax records;
G. Salaries and other compensation of any of its executive officers
and employees, if any, who are not officers, directors,
stockholders or employees of the Manager or any of its partners;
H. Taxes levied against Accessor Funds;
I. Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for Accessor Funds;
J. Costs, including the interest expense, of borrowing money;
K. Costs and/or fees incident to meetings of shareholders and the
Board of Directors of Accessor Funds, the preparation and
mailings of prospectuses and reports of Accessor Funds to its
shareholders, the filing of reports with regulatory bodies, the
maintenance of Accessor Fund's existence, and the registration of
shares with federal and state securities authorities;
L. Legal fees, including the legal fees related to the registration
and continued qualification of Accessor Funds shares for sale;
M. Costs of printing stock certificates representing shares of
Accessor Funds;
N. Directors' fees and expenses to directors who are not officers,
employees or stockholders of the Manager or any of its partners;
O. The fidelity bond required by Section 17(g) of the 1940 Act, or
other insurance premiums, including premiums for directors and
officers liability insurance;
P. Association membership dues
Q. Extraordinary expenses as may arise, including expenses incurred
in connection with litigation, proceedings, other claims, and the
legal obligations of Accessor Funds to indemnify its Directors,
officers, employees and agents with respect thereto;
R. Organizational expenses of Accessor Funds;
S. Payment of basic portfolio management fees which become
performance-related portfolio management fees and payment of
additional non-performance-based portfolio management fees to the
Money managers pursuant to each Money Manager Agreement among
Accessor Funds, the Manager and the Money Manager; and
T. Management fees payable to the Manager pursuant to Section 6 of
the Agreement
5. Activities and Affiliates of the Manager.
A. The services of the Manger and entities with which the Manager is
affiliated to Accessor Funds hereunder are not to be deemed
exclusive, and the Manager and any entities with which the
Manager is affiliated shall be free to render similar services to
others. The Manager and entities with which the Manager is
affiliated shall seek to use the same skill and care in the
management of the Funds as they seek to use in the administration
of other accounts to which they provide asset management
consulting and manager selections services, but they shall not be
obligate to give Accessor Funds more favorable or preferential
treatment vis-a-vis their other clients.
B. Subject to and in accordance with the Articles of Incorporation
and By-Laws of Accessor Funds and to Section 10(a) of the 1940
Act, it is understood that Directors, officers, agents and
shareholders of Accessor Funds are or may be interested in the
Manager or entities with which the Manger is affiliated as
directors, agents, or stockholders of the Manager or entities
with which the Manager is affiliated; that directors, officers,
agents and stockholders of the Manager or entities with which the
Manager is affiliated are or may be interested in Accessor Funds
as Directors, officers, agents, shareholders or otherwise; that
the Manager or entities with which the Manager is affiliated may
be interested in Accessor Funds as shareholders or otherwise and
that the effect of any such interests shall be governed by said
Articles of Incorporation, By-Laws and the ▇▇▇▇ ▇▇▇.
6. Compensation of the Manager.
The Manager shall receive annual fees, calculated daily and paid
monthly, from each Fund, as set forth on the attached Schedule A, as
may be amended from time to time in writing, for providing the
services and furnishing from the facilities pursuant to this
Agreement. If the expenses of a Fund (including the fees of the
Manager but excluding interest, taxes, brokerage commissions and
litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of Accessor Fund's
business) for any fiscal year exceed the lowest applicable annual
expense limitation established and enforced pursuant to the statutes
or regulations of any jurisdiction in which Accessor Fund's shares are
qualified for offer and sale, the compensation due to the Manager will
be reduced by the amount of such excess. Reductions in excess of the
total compensation payable to the Manager will be paid by the Manager
to Accessor Funds. Currently, Accessor Funds believes that the most
restrictive expense limitation of state securities commissions is 2
1/2% of a Fund's average daily net assets and 1 1/2% of such assets in
excess of $100 million.
7. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties hereunder on the part
of the Manager or its partners, the Manager and its partners
shall not be subject to liability to Accessor Funds or to any
shareholder of Accessor Funds for any act or omission in the
course of, or connected with, rendering services hereunder or for
any losses that may be sustained in the purchase, holding or sale
of any security. Accessor Funds shall indemnify the Manager and
hold it harmless from and against all damages, liabilities, costs
and expenses (including reasonable attorneys' fees and amounts
reasonably paid in settlement) incurred by the Manger in or by
reason of any pending, threatened or completed action, suit,
investigation or other proceeding arising out of or otherwise
based upon any action taken or omitted to be taken by the Manager
in connection with the performance of its duties or obligations
under this Agreement.
B. No provision of this Agreement shall be construed to protect
any Director or officer of Accessor Funds, or the Manger and
its partners, from liability in violation of sections 17(h)
and (i) of the 1940 Act.
8. Renewal and Termination.
A. This Agreement shall become effective on and as of June 17, 1992
and shall continue in effect as to each Fund for two years. The
Agreement is renewable annually thereafter for successive
one-year periods (a) by a vote of a majority of the Directors of
Accessor Funds, or (b) as to any Fund, by a vote of a majority of
the outstanding voting securities of that portfolio, 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 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; provided,
however, that if the -------- ------- shareholders of any one or
more Funds fail to approve the Agreement as provided herein, the
Manger may continue to serve in such capacity in the manner and
to the extent permitted by the 1940 Act and Rules and Regulations
thereunder.
B. This Agreement:
(1) May at any time be terminated without the payment of
any penalty either by vote of the Board of Directors of
Accessor Funds or, as to any Fund, by vote of a
majority of the outstanding voting securities of the
Fund, on 60 days' written notice to the Manager;
(2) Shall immediately terminate in the event of its
assignment; and
(3) May be terminated by the Manager on 60 days' written
notice to Accessor Funds.
C. As used in this Section 8, the terms "assignment," "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth for any such terms
in the 1940 Act and Rules and Regulations thereunder.
D. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed postpaid, to the other party
at any office of such party.
9. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHERE OF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
Attest: Accessor Funds, Inc.
By:
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Senior Vice President
Accessor Capital Management LP
By Accessor Capital Corporation,
its Managing General Partner
By:
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
President
Schedule A
To Management Agreement
Between
Accessor Funds, Inc. and
Accessor Capital Management LP
February 12, 2004
Management Fee (as a percentage
Fund of average daily net assets)
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Growth 0.45%
Value 0.45%
Small to Mid Cap 0.60%
International Equity 0.55%
High Yield Bond 0.36%
Intermediate Fixed-Income 0.33%
Short-Intermediate Fixed-Income 0.33%
Mortgage Securities 0.36%
U.S. Government Money 0.08%
The fees are to be computed daily and paid monthly.