Exhibit (d)(1)
MONEY MANAGER AGREEMENT
Effective Date: September 8, 1999
Termination Date: Two years
after Effective Date
Fund and Account:
Approximately 90% of the
Growth Fund
Geewax, Terker & Company
00 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
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 (formerly Bennington Capital Management
L.P.), 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 Geewax, Terker & Company, a Pennsylvania general partnership
(the "Money Manager"), as a discretionary money manager to Accessor Funds'
Growth Fund, on the terms and conditions set forth herein. The Manager
determines from time to time that portion of the assets of the Growth Fund that
are to be assigned to the Money Manager (the "Account"). The Account and those
assets of the Growth 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 paragraphs 5 and 6 hereof and Exhibit
A attached hereto and incorporated by this reference herein (as it 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; and the Money Manager shall maintain on behalf of
Accessor Funds the records listed in Exhibit B attached hereto and incorporated
by this reference herein (as it may be amended in writing by the parties 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.
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 Exhibit A hereto. 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 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.
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 determines 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 0000 Xxx)
of Accessor Funds or of any money manager for Accessor Funds without the
prior written approval of Accessor Funds.
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. 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 in which assets of the Account may be invested. 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.
8. 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.
9. Fees for Services.
A. The compensation of the Money Manager for its services under this
Agreement shall be calculated and paid by Accessor Funds in accordance with
Exhibit C 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.
B. The Money Manager acknowledges that the index against which the
Money Manager's performance is based (the "benchmark index"), as set forth
on Exhibit D, attached hereto and incorporated herein by reference as may
be amended from time to time, may be changed by the Board, including a
majority of the directors who are not parties to this Agreement (as defined
in the 0000 Xxx) or interested persons of any such party, upon at least one
quarter's prior notice. The Money Manager acknowledges that a change in the
benchmark index may alter the subsequent return of the index measure, but
performance prior to the change in the benchmark index will continue to be
based on the former benchmark index.
10. 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"). 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.
11. 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.
12. 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.
13. 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.
14. 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
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
three 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
three business days (or such other time as may be mutually agreed) after receipt
thereof.
15. 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 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.
16. 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.
B. Accessor Funds will deliver to the Money Manager a true and
complete copy of its current prospectus as effective 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.
17. 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
Investment Advisers Act of 1940, as amended (the "Advisers Act").
18. 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 identified in Exhibit B, in the
manner required by such Exhibit. The Money Manager agrees that such records
(other than those required by No. 4 of Exhibit B) are the property of
Accessor Funds and will be surrendered to Accessor Funds promptly upon
request.
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 Xxxxxxx
Xxxxxxx and Securities Fraud Enforcement Act of 1988.
D. The Money Manager will notify Accessor Funds of any changes in the
membership of its partnership 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.
19. 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, other than amendments to Exhibits A and B, must be approved by the
Board in the manner required by the 1940 Act.
20. 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 0000 Xxx) 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.
21. 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
0000 Xxx) 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.
22. 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.
ACCESSOR FUNDS, INC.
BY: /s/J. Xxxxxxx Xxxxxxx III
J. Xxxxxxx Xxxxxxx, III
President and Principal Executive Officer
DATE: 9/8/99
ACCESSOR CAPITAL
MANAGEMENT LP
By Bennington Management Associates, Inc.
Its Managing General Partner
BY: /s/J. Xxxxxxx Xxxxxxx III
J. Xxxxxxx Xxxxxxx, III
President
DATE: 9/8/99
Accepted and agreed to:
GEEWAX, TERKER & COMPANY
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Partner
DATE: 9/8/99
EXHIBITS: A. Operational Procedures (including Schedules 1 and 2).
B. Recordkeeping Requirements.
C. Fee Schedule.
D. Benchmark Index.
EXHIBIT A
OPERATIONAL PROCEDURES
The Money Manager shall abide by certain rules and procedures in order
to minimize operational problems. The Money Manager will be required to have
various records and files (as required by regulatory agencies) at its offices.
The Money Manager will have to maintain a certain flow of information to The
Fifth Third Bank ("Fifth Third"), the accounting agent and the custodian bank,
for Accessor Funds.
The Money Manager will be required to furnish Fifth Third with daily
information as to executed trades. Fifth Third should receive this data no later
than the morning following the day of the trade. The necessary information
should be transmitted via facsimile machine or electronic transmission to Fifth
Third. Upon receipt of brokers' confirmations, the Money Manager or Fifth Third
will be required to notify the other party if any differences exist. The
reporting of trades by the Money Manager to Fifth Third must include the
following:
o Name of the Fund of Accessor Funds as to which trade relates
o Whether purchase or sale
o Security name
o Number of shares or principal amount
o Price per share or bond
o Commission rates per share or bond, or if a net trade
o Executing broker
o Trade date
o Settlement date
o If security is not eligible for DTC (Purchase only)
When opening accounts with brokers for Accessor Funds, the account
should be a cash account. No margin accounts are to be maintained. The broker
should be advised to use Fifth Third's Institutional Delivery ("ID") system
number to facilitate the receipt of information by Fifth Third. If this
procedure is followed, DK problems will be held down to a minimum and additional
costs of security trades will not become an important factor in doing business.
Delivery and receipt instructions are attached as Schedule 1.
The Money Manager will also be required to submit to Fifth Third a daily
trade authorization form signed by two authorized individuals prior to
settlement date. A list of authorized persons with specimen signatures must be
sent to Fifth Third (see Schedule 2). The authorization will contain information
on which Fifth Third can rely to either accept delivery or deliver out of the
account securities as per each trade by the Money Manager. A preprinted form
will be supplied to the Money Manager by Accessor Funds, or the Money Manager
may use an equivalent form acceptable to Fifth Third and Accessor Funds.
SCHEDULE 1 TO EXHIBIT A
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (Copy of Broker Advice):
MAILING ADDRESS: (to be used w/trade confirmations)
----------------
Fifth Third Bank, N.A.
Attn: Custody Operation
Mail Drop 1090F2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Portfolio # 010033141306
For the account of Accessor Funds, Inc.
GROWTH Portfolio
STREET ADDRESS:
Fifth Third Bank, N.A.
Attn: Custody Operation
Mail Drop 1090F2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
NOMINEE NAME: AGEN & Co.
-------------
NOMINEE TAX ID: __________________
---------------
DTC NOMINEE Name: CEDE & Co.
Delivery Instructions:
Depository Trust Company (DTC) #10016 Agent Bank I.D.
-----------------------------------
# 2116 DTC Participant #
#11153 Institution No.
(Note: If you have your own
Institution number, substitute
that number for Fifth Third's)
Portfolio #010033141306
New York Office: Commercial Paper (all Ineligible DTC Securities)
---------------
CHEMICAL BANK A/C STATE STREET BANK & TRUST 4
NEW YORK PLAZA RECEIVE WINDOW - XXXXXX XXXXX
XXX XXXX, XX 00000 FFC: FIFTH THIRD BANK - A/C
#QF02
VS. payment (Fed Funds or Commercial Paper Only)
All physical deliveries of Corporate Bonds and other non-eligible DTC items
should be delivered as follows:
CHEMICAL BANK A/C STATE STREET BANK & TRUST 4
NEW YORK PLAZA RECEIVE WINDOW - XXXXXX XXXXX
XXX XXXX, XX 00000 FFC: FIFTH THIRD BANK - A/C
#QF02
All Government Issues: Deliver through Federal Reserve Bank to:
---------------------
Federal Reserve Eligible Securities through Fed Cincinnati
ABA#000000000/Fifth Cin/1050
FFC: Accessor Grown Portfolio A/C#010033141306
Repurchase Agreements through Fed Cincinnati
ABA#000000000/Fifth Cin/1040
FFC: Accessor Growth Portfolio A/C #010033141306
(VS Payment Federal Funds)
PTC Eligible Securities: Fifth Third Bank
A/C FIFTH
F/A/O Accessor Growth Portfolio
A/C #010033141306
Cash:
Receiving Bank ABA # 000000000
Information Further Credit to: #010033141306
Fifth Third Bank
Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Beneficiary BNF =Mutual Funds
Information DDA#71575856
Foreign Holdings:
----------------
Please contact Xxx Xxxx at Fifth Third Bank (Phone: (000) 000-0000) to obtain
delivery instructions.
SCHEDULE 2 TO EXHIBIT A
Example of Authorized Signature Letter
(To Be Typed on Your Letterhead)
[DATE]
Fifth Third, Inc.
Attention: Accessor Funds, Inc.
Re: Persons Authorized to Execute Trades For Growth Fund
The following individuals are authorized to execute and report trade
instructions on behalf of the Growth Fund. Should there be any changes to the
list of authorized persons, we will notify you immediately of those changes.
NAME SIGNATURE
Sincerely yours,
[Money Manager]
EXHIBIT B
RECORDS TO BE MAINTAINED BY MONEY MANAGER
*1. A record of each brokerage order, and all other portfolio purchases and
sales, given by the Money Manager or on behalf of the Fund for, or in
connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker,
B. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry or cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the Fund
(Rule 31a-1(b)(5) and (6) of the 1940 Act).
*2. A record for each fiscal quarter, completed within ten (10) days after the
end of the quarter, showing specifically the basis or bases upon which the
allocation of orders for the purchase and sale of portfolio securities to
brokers or dealers was made, and the division of brokerage commissions or
other compensation on such purchase and sale orders. The record:
A. Shall include the consideration given to:
(i) the sale of shares of the Fund
(ii) the supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Manager (Accessor Capital Management),
(c) Yourself (i.e., the Money Manager), and
(d) Any person other than the foregoing
(iii) Any other considerations other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The identities of the persons responsible for making the determination
of such allocation and such division of brokerage commissions or other
compensation (Rule 31a-1(b)(9) of the 1940 Act).
*3. A record in the form of an appropriate memorandum identifying the person or
persons, committees, or groups authorizing the purchase or sale of
portfolio securities. Where an authorization is made by a committee or
group, a record shall be kept of the names of its members who participate
in the authorization. There shall be retained as part of this record any
memorandum, recommendation, or instruction supporting or authorizing the
purchase or sale of portfolio securities (Rule 31a-1(b)(10) of the 0000
Xxx) and such other information as is appropriate to support the
authorization.**
*4. Such accounts, books and other documents as are required to be maintained
by registered investment advisers by rule adopted under Section 204 of the
Advisers Act, to the extent such records are necessary or appropriate to
record the Money Manager's transactions with the Fund. (Rule 31a-1(f) of
the 1940 Act).
5. All accounts, books, records or other documents that are required to be
maintained pursuant to the 1940 Act, the Advisers Act, or any rule or
regulation thereunder, need only be retained by the Money Manager as
required under such laws, rule or regulations. Any other account, book,
record or other document that is required to be maintained by the Money
Manager pursuant to this Exhibit B need only be maintained for five years
after the date of its creation.
--------
* Maintained as property of the Fund pursuant to Rule 31a-3(a) of the 1940
Act.
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold), and any internal
reports or portfolio manager reviews.
EXHIBIT C
MONEY MANAGER FEE
The following compensation of the Money Manager for its services under
the Agreement shall be calculated and paid by Accessor Funds (except that no
such fees shall be paid to the Manager as to any portion of the Fund for which
it acts as money manager). For purposes of calculating the Money Manager's fees,
commencement of investment operations for the Account shall be considered to be
July 21, 1997:
Fees will be calculated and paid after the end of each calendar quarter
at one-fourth of an annual percentage rate as described in the following
paragraph and in the table below applied to the average daily net assets of the
Account. The net assets of the Account are determined by including receivables
and deducting payables. Expenses beyond the control of the Money Manager
including, but not limited to, fees payable to Accessor Funds' Custodian,
Accounting Agent and Transfer Agent, fees of accountants, legal fees and
expenses allocable to the Fund are not included as payables of the Account, but
expenses within the control of the Money Manager including, but not limited to,
brokerage commissions are included in determining the net assets of the Account.
For the first five complete calendar quarters of management of the
Account by the Money Manager, Accessor Funds will pay the Money Manager on a
monthly basis at the following annual fee rates, applied to the average daily
net assets of the Fund.
Basic Fee Fund Management Fee Total
--------- ------------------- -----
0.10% 0.10% 0.20%
Commencing with the sixth calendar quarter of management by the Money
Manager for the Account, Accessor Funds will pay the Money Manager based on the
schedule below as applied to the average daily net assets of the Fund.
Average Annual Performance Total
Differential vs. Annual Annual
Basic Fee Benchmark Index Performance Fee Fee
--------- --------------- --------------- ---
0.10% Greater Than or Equal to 2.00% 0.22% 0.32%
Greater Than or Equal to 1.00% and Less Than 2.00% 0.20% 0.30%
Greater Than or Equal to 0.50% and Less Than 1.00% 0.15% 0.25%
Greater Than or Equal to 0.00% and Less Than 0.50% 0.10% 0.20%
Greater Than or Equal to -0.50% and Less Than 0.00% 0.05% 0.15%
Less Than -0.50% 0.00% 0.10%
The Account's performance differential versus the benchmark index is
recalculated at the end of each calendar quarter based on the Account's
performance during all calendar quarters since commencement of management by the
Money Manager for the Account through the next preceding calendar quarter, so
that the performance fee, although measured on an average annual rate of return
basis, covers all prior quarters except that of the immediately preceding
quarter. Commencing with the 14th calendar quarter of management by the Money
Manager for the Account, the Account's average annual performance differential
will be recalculated based on the Account's performance during the preceding 12
calendar quarters (other than the immediately preceding quarter) on a rolling
basis.
For purposes of calculating the performance of the benchmark index,
Accessor Funds, the Manager and the Money Manager agree to accept the
calculation provided by the publisher of the index or another mutually
acceptable source. For purposes of calculating the performance differential
versus the benchmark index, the investment performance of the Account for any
period, expressed as a percentage of its net asset value per share at the
beginning of such period, is equal to the sum of: (i) the change in the net
asset value per share of the Account during such period; (ii) the value of the
Account's cash distributions per share accumulated to the end of such period;
and (iii) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of such
period. For this purpose, the value of distributions per share of realized
capital gains, or dividends per share paid from investment income and of capital
gains taxes per share paid or payable on undistributed realized long-term
capital gains, shall be treated as reinvested in shares of the Account at the
net asset value per share in effect at the close of business on the record date
for the payment of such distributions and dividends and the date on which
provision is made for such taxes, after giving effect to such distributions,
dividends and taxes. The investment record of the benchmark index for any period
shall mean the sum of: (i) the change in the level of the index during such
period; and (ii) the value, computed consistently with the index, of cash
distributions made by companies whose securities comprise the index accumulated
to the end of such period; expressed as a percentage of the index level at the
beginning of such period. For this purpose cash distributions on the securities
which comprise the index shall be treated as reinvested in the index at least as
frequently as the end of each calendar quarter following the payment of the
dividend.
EXHIBIT D
BENCHMARK INDEX
(September 8, 1999)
Fund Index
Growth S&P/BARRA Growth Index
