Exhibit (d)(3)
SECOND AMENDMENT TO THE
MANAGEMENT AGREEMENT
BETWEEN
ACCESSOR FUNDS, INC.
AND
BENNINGTON CAPITAL MANAGEMENT L.P.
(formerly Bennington Capital Management)
This SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT (the "Agreement"), is
entered into this 29th day of May, 1996, by and between ACCESSOR FUNDS, INC., a
Maryland corporation (the "Fund") and BENNINGTON CAPITAL MANAGEMENT L. P., a
Washington limited partnership, formerly Bennington Capital Management, a
Washington general partnership ("Bennington").
BACKGROUND
A. The Fund and Bennington entered into a Management Agreement on June
17, 1992 wherein the Fund employed Bennington to manage the investment and
reinvestment of the Fund's assets, to act as a discretionary money manager to
certain of the portfolios and to administer the Fund's business and
administrative operations. Pursuant to Section 6 of the Agreement, Bennington is
compensated for its services on a percentage of the average daily net assets of
the portfolios of the Fund.
B. On May 24, 1994, the Fund and Bennington entered into the First Amendment to
the Management Agreement, which amended the Management Agreement to include the
Institutional Investor Fixed-Income Portfolio, the International Fixed-Income
Portfolio and the Municipal Intermediate Fixed-Income Portfolio and to remove
the Equity Market Portfolio. C. The Board of Directors approved the cessation of
operations and liquidation of the Institutional Investor Fixed-Income Portfolio
effective August 28, 1995, the change of name of the Small Cap Portfolio to the
Small to Mid Cap Portfolio effective September 15, 1995, the cessation of
operations and liquidation of the Municipal Intermediate Fixed-Income Portfolio
effective December 4, 1995, and the termination of registration of the
International Fixed-Income Portfolio effective April 29, 1996. D. The Fund and
Bennington each wish to amend the Agreement to remove the Institutional Investor
Fixed-Income Portfolio, the Municipal Intermediate Fixed-Income Portfolio and
the International Fixed-Income Portfolio.
AGREEMENT
Therefore, in consideration of the mutual covenants contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The first paragraph of Section 6 of the Agreement is hereby amended
and shall now read as follows:
The Manager shall receive annual fees from each Portfolio for providing
the services and furnishing the facilities pursuant to this Agreement
in the following amounts:
Management Fee (as a
percentage of average
Portfolio daily net assets)
Growth 0.45%
Value and Income 0.45%
Small to Mid Cap 0.60%
International Equity 0.55%
Intermediate Fixed-Income 0.36%
Short-Intermediate Fixed-Income 0.36%
Mortgage Securities 0.36%
U.S. Government Money 0.25%
IN WITNESS WHEREOF, the parties have entered into this Second Amendment
to the Agreement as of the day and year first above set forth.
ACCESSOR FUNDS, INC.
By:/s/Xxxxxxxx X. Xxx
Xxxxxxxx X. Xxx
Vice President and
Principal Financial and
Accounting Officer
BENNINGTON CAPITAL MANAGEMENT L.P.
By: Bennington Management Associates, Inc.
Its Managing General Partner
By:/s/J. Xxxxxxx Xxxxxxx III
J. Xxxxxxx Xxxxxxx III, President
