AMENDED
                                    EXHIBIT A
                                    ---------
                          FUNDS OF ACCESSOR FUNDS, INC.
         THIS  AMENDED  EXHIBIT A, dated as of May 1, 2000,  is Exhibit A to the
Fund Accounting and Services Agreement dated as of October 4, 1996, by and among
Accessor Capital  Management LP (formerly  Bennington  Capital Management L.P.),
Fifth Third Bank and Accessor Funds, Inc. This Amended Exhibit A shall supersede
all previous forms of Exhibit A.
Name of Fund                                              Date
------------                                             ----
Growth Fund                                          November 18, 1996
Value Fund                                           November 18, 1996
Small to Mid Cap Fund                                November 18, 1996
International Equity Fund                            November 18, 1996
Intermediate Fixed-Income Fund                       October 7, 1996
Short-Intermediate Fixed-Income Fund                 October 7, 1996
High Yield Bond Fund                                 May 1, 2000
Mortgage Securities Fund                             November 18, 1996
U.S. Government Money Fund                           October 7, 1996
                                     ACCESSOR FUNDS, INC.
                                     By:/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇
                                        ▇▇▇▇▇▇▇▇ ▇. ▇▇▇
                                        Vice President
                                     ACCESSOR CAPITAL MANAGEMENT LP
                                     By:  Bennington Management Associates, Inc.
                                     Its: Managing General Partner
                                     By:/s/J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
                                           J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
                                           President
                                     THE FIFTH THIRD BANK
                                     By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                        ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                        Vice President
                                     AMENDED
                                    EXHIBIT B
                                    ---------
                                  FEE SCHEDULE
         THIS  AMENDED  EXHIBIT B, dated as of May 1, 2000,  is Exhibit B to the
Fund Accounting and Services Agreement dated as of October 4, 1996, by and among
Accessor Capital  Management LP (formerly  Bennington  Capital Management L.P.),
Fifth Third Bank ("Fifth Third") and Accessor Funds,  Inc.  ("Accessor  Funds").
This Amended Exhibit B shall supersede all previous forms of Exhibit B.
         Accessor  Funds  will pay Fifth  Third an annual  fund  accounting  and
service fee (the "Fee"), to be calculated daily and paid monthly. The annual Fee
for each Fund shall be the  greater of a monthly  minimum or an asset based fee,
as follows:
                                    Monthly Mimumum     Or                Asset Based Fees
------------------------------------------------------------------------------------------------------------
                                                                First            Next          Assets over
Fund                                                         $100,000,000    $150,000,000     $250,000,000
------------------------------------------------------------------------------------------------------------
                                                                                       
Growth                                  $1,500                  .03%            .02%              .01%
Value                                   $1,500                  .03%            .02%              .01%
Small to Mid Cap                        $1,500                  .03%            .02%              .01%
International Equity                    $3,000                  .04%            .03%              .02%
Intermediate Fixed-Income               $2,000                  .03%            .02%              .01%
Short-Intermediate Fixed Income         $2,000                  .03%            .02%              .01%
High Yield Bond                         $2,000                  .03%            .02%              .01%
Mortgage Securities                     $2,000                  .03%            .02%              .01%
U.S. Government Money                   $1,500                  .03%            .02%              .01%
         Accessor Funds will pay an additional annual Fee of $2,000 per Fund for
other administrative  services rendered, to be charged monthly.  Should Accessor
Funds add additional share classes, there will be an annual charge of $7,000 per
additional class per Fund, also to be charged monthly.  Finally,  Accessor Funds
will reimburse Fifth Third for its out-of-pocket expenses incurred in performing
its services under this  Agreement,  including,  but not limited to: postage and
mailing,   telephone,   facsimile,   overnight   courier  services  and  outside
independent pricing service charges, and record retention/storage.
ACCESSOR FUNDS, INC.                  ACCESSOR CAPITAL MANAGEMENT LP
                                      By: Bennington Management Associates, Inc.
                                      Its: Managing General Partner
By:/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇                 By:/s/J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
   ▇▇▇▇▇▇▇▇ ▇. ▇▇▇                       J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
   Vice President                        President
                                       THE FIFTH THIRD BANK
                                        By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                           ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                           Vice President