Amendment No 1 to
Accessor Funds, Inc. (Mortgage Securities Fund)
Money Manager Agreement
Pursuant to section 19 of the Money Manager Agreement among Accessor Funds,
Inc., Accessor Capital Management, L.P. and BlackRock Financial Management, Inc.
(the "Agreement"), the undersigned agree to amend the Agreement by amending the
first paragraph of the agreement, by amending Section 7, by adding Section 23,
and by amending Amended Exhibit C (Money Manager Fee) as provided below:
First paragraph of the Agreement is amended to change "Bennington Capital
Management L. P." to "Accessor Capital Management LP".
Section 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 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 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.
Section 23. 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.
Amended Exhibit C, Paragraph 4: Effective with the calendar quarter
beginning April 1, 2004 --Commencing with the fifth calendar quarter of
investment management of the Account by Money Manager, Accessor Funds will
pay the Money Manager a fee based upon investment performance through the
immediately preceding quarter at the fee rate set forth in the schedule in
Exhibit C as applied to the average daily net assets during the entire
period for which the performance differential is being calculated.
Commencing with the fourteenth calendar quarter and for each quarter
thereafter, the investment performance shall be measured based upon the
investment performance over the twelve preceding quarters.
This amendment shall be effective upon the date signed by the Money
Manager. Any capitalized terms used in this amendment shall be given the meaning
as defined in the Agreement. This Amendment 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.
ACCESSOR FUNDS, INC. BLACKROCK FINANCIAL MANAGEMENT,
INC.
By:___________________________________ By:____________________________
Xxxxxxxxx X. Xxxxxxxxx
Secretary and Sr. Vice President Name:__________________________
Date:________________, 2004
Title:_________________________
ACCESSOR CAPITAL MANAGEMENT, L.P.
By Accessor Capital Corporation, Date:__________________, 2004
its General Partner
By:___________________________________
Xxxxxxxx X. Xxx
Secretary
Date:__________________, 2004
Accepted and Agreed to:
