MONEY MANAGER AGREEMENT
Effective Date: January 7, 2002
Termination Date: Two years after Effective Date
Fund and Account: Approximately 90% of the
INTERNATIONAL EQUITY FUND
X. X. Xxxxxx Xxxxxxx Asset Management (London), Ltd.
Finsbury Dials
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
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, a Washington limited partnership
("Accessor Capital") acts as 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.
Accessor Capital 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 Accessor Capital, subject
to the approval of the Board of Directors of Accessor Funds (the "Board").
1. APPOINTMENT AS A MONEY MANAGER. Accessor Capital and Accessor Funds
("Accessor") hereby appoint and employ X.X. Xxxxxx Xxxxxxx Asset Management
(London), Ltd., ("JPMorgan Xxxxxxx"), a wholly owned subsidiary of X.X. Xxxxxx
Xxxxx & Co ("JPMorgan Chase"), a bank holding company, as a discretionary money
manager to Accessor Funds' International Equity Fund, on the terms and
conditions set forth herein. The initial funding is approximately $105 million.
Accessor Capital determines from time to time that portion of the assets of the
International Equity Fund that are to be assigned to JPMorgan Xxxxxxx (the
"Account"). The Account and those assets of the International Equity Fund
managed by Accessor Capital or another money manager as determined by Accessor
Capital are referred to as the "Fund".
2. ACCEPTANCE OF APPOINTMENT, STANDARD OF PERFORMANCE. JPMorgan Xxxxxxx
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 JPMORGAN XXXXXXX. JPMorgan Xxxxxxx 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 Accessor Funds' operational
procedures, as may be amended in writing by the parties from time to time. In
providing portfolio management services to the Account, JPMorgan Xxxxxxx 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 JPMorgan Xxxxxxx, the
investment objectives, policies and restrictions of the Fund furnished pursuant
to paragraph 4, and instructions from Accessor Capital. JPMorgan Xxxxxxx shall
maintain on behalf of Accessor Funds all accounts, books, records or other
documents that are required to be maintained pursuant to the 1940 Act, and the
Investment Advisers Act of
1940, as amended (the "Advisers Act"), or any rule or regulation thereunder
and Accessor Funds' policies and procedures (as may be amended in writing from
time to time). At Accessor Funds' or Accessor Capital's reasonable request (as
communicated by the Board or the officers of such entities), JPMorgan Xxxxxxx
will consult with the officers of Accessor Funds or Accessor Capital, as the
case may be, with respect to any decision made by it with respect to the
investments of the Account. Accessor Capital shall facilitate the delivery to
JPMorgan Xxxxxxx on a day-to-day basis of all information that JPMorgan Xxxxxxx
reasonably requests regarding the Fund to enable JPMorgan Xxxxxxx to meet its
obligations under this Section of the Agreement.
4. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. Accessor Funds
shall provide JPMorgan Xxxxxxx with a statement of the investment objectives and
policies of the Fund and any specific investment restrictions applicable to the
Fund and the Account 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 JPMorgan Xxxxxxx from Accessor
Funds or Accessor Capital, to modify any such objectives, policies or
restrictions in any manner at any time. JPMorgan Xxxxxxx shall have no duty to
investigate any instructions received from Accessor Funds, Accessor Capital, or
both, and, absent manifest error, such instructions shall be presumed
reasonable. Any information that Accessor has provided to JPMorgan Xxxxxxx in
relation to this Agreement will be complete and accurate and Accessor agrees to
provide any further information properly required by any competent authority.
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
JPMorgan Xxxxxxx shall not have possession or custody thereof or any
responsibility or liability with respect thereto. JPMorgan Xxxxxxx shall advise
the Custodian and Alps Mutual Fund Services ("the Fund Accounting Agent") 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 Accessor Funds' operational procedures, as may be amended in
writing from time to time. Accessor Funds shall issue to the Custodian such
instructions as may be appropriate in connection with the settlement of any
transaction initiated by JPMorgan Xxxxxxx. Accessor Funds shall be responsible
for all custodial arrangements and the payment of all custodial charges and fund
accounting fees and, upon JPMorgan Xxxxxxx giving proper instructions to the
Custodian and the Fund Accounting Agent, JPMorgan Xxxxxxx shall have no
responsibility or liability with respect to such arrangements or the acts,
omissions or other conduct of the Custodian or the Fund Accounting Agent.
6. ALLOCATION OF BROKERAGE. JPMorgan Xxxxxxx shall have authority and
discretion to select broker/dealers and to establish brokerage accounts with
such brokers to execute portfolio transactions initiated by JPMorgan Xxxxxxx,
and for the selection of the markets on/in which the transaction will be
executed.
A. In doing so, JPMorgan Xxxxxxx'x 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 JPMorgan Xxxxxxx to solicit
competitive bids for each transaction; and JPMorgan Xxxxxxx shall have
no obligation to seek the lowest available commission cost to Accessor
Funds, so long as JPMorgan Xxxxxxx 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 JPMorgan Xxxxxxx
viewed in terms of either that particular transaction or of JPMorgan
Xxxxxxx'x overall responsibilities with respect to its clients,
including Accessor Funds, as to which JPMorgan Xxxxxxx 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 Account's executed
brokerage commissions, shall be executed by broker/dealers which
provide brokerage or research services
to Accessor Funds or Accessor Capital, 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) JPMorgan Xxxxxxx 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 has
determined 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 Accessor Capital 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. JPMorgan Xxxxxxx may reject any request for commission
recapture.
C. Accessor Funds agrees that it will provide JPMorgan Xxxxxxx
with a list of broker/dealers that are "affiliated persons" of
Accessor Funds and any other money managers for the Fund. Upon receipt
of such list, JPMorgan Xxxxxxx agrees that it will not execute any
portfolio transactions with a broker/dealer that is an "affiliated
person" (as defined in the 1940 Act) of Accessor Funds or of any other
money manager for the Fund except as permitted by the 1940 Act.
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 Accessor Capital gives written instructions to the
contrary, JPMorgan Xxxxxxx shall vote all proxies solicited by or with respect
to the issuers of securities in which assets of the Account may be invested.
JPMorgan Xxxxxxx 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 JPMORGAN XXXXXXX. Accessor Funds and Accessor Capital
shall furnish or otherwise make available to JPMorgan Xxxxxxx such information
relating to the business affairs of Accessor Funds, including periodic reports
concerning the Fund, as JPMorgan Xxxxxxx at any time, or from time to time, may
reasonably request in order to discharge its obligations hereunder.
9. REPORTS TO ACCESSOR. JPMorgan Xxxxxxx shall furnish or otherwise
make available to Accessor such information relating to the business affairs of
Accessor Funds, including periodic reports concerning the Fund, as Accessor at
any time, or from time to time, may reasonably request in order to discharge its
obligations hereunder.
10. FEES FOR SERVICES.
A. The compensation of JPMorgan Xxxxxxx for its services under
this Agreement shall be calculated and paid by Accessor Funds in
accordance with Exhibit A attached hereto and incorporated by this
reference herein. JPMorgan Xxxxxxx acknowledges that any such fee is
payable solely out of assets of the Fund Account.
B. JPMorgan Xxxxxxx acknowledges that the index against which
JPMorgan Xxxxxxx'x performance is based (the "benchmark index"), as
set forth on Exhibit B, 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 1940 Act) or interested persons of
any such party, upon at least one quarter's prior notice. JPMorgan
Xxxxxxx 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.
11. OTHER INVESTMENT ACTIVITIES OF JPMORGAN XXXXXXX. Accessor Funds
acknowledges that JPMorgan Xxxxxxx, or any entity controlled by, controlling or
under common control with X.X. Xxxxxx Xxxxx & Co., whether directly or
indirectly (for the purposes of this definition "control" means ownership of
more than 50% of the voting securities of any entity or the ability to elect a
majority of the board of directors or other governing body of such entity
("Affiliate"), may have investment responsibilities or render investment advice
to, or perform other
investment advisory services for, other individuals or entities (the
"Affiliated Accounts"). Services to be furnished by JPMorgan Xxxxxxx under this
Agreement may be furnished through the medium of any of JPMorgan Xxxxxxx'x
partners, officers or employees. Subject to the provisions of paragraph 2
hereof, Accessor Funds agrees that JPMorgan Xxxxxxx 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 JPMorgan
Xxxxxxx acts in good faith, and provided further that it is JPMorgan Xxxxxxx'x
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. JPMorgan Xxxxxxx 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.
12. CERTIFICATE OF AUTHORITY. Each of Accessor Funds, Accessor Capital
and JPMorgan Xxxxxxx 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, or Certificates of
Incumbency evidencing the authority of its officers and employees who are
authorized to act on behalf of it.
13. LIMITATION OF LIABILITY. JPMorgan Xxxxxxx 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 Accessor Capital;
provided, however, that such acts or omissions shall not have resulted from
JPMorgan Xxxxxxx'x 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.
14. CONFIDENTIALITY. Subject to the right of the parties hereto to
comply with applicable law, including any demand or request of any regulatory or
taxing authority having jurisdiction over it; or as may be necessary in the
ordinary course of performing the services and transactions contemplated by this
Agreement; or with the written consent of the other party, the parties hereto
shall treat as confidential all information pertaining to the Fund and the
actions of each money manager, Accessor Capital and Accessor Funds in respect
thereof, other than any such information which is (a) known to the party prior
to this Agreement; (b) rightfully acquired by the party from third parties whom
the party reasonably believes are not under an obligation of confidentiality to
the other party to this Agreement; (c) placed in public domain without fault of
the party or its affiliates; or (d) independently developed by the party.
Accessor acknowledges that from time to time telephone conversations and other
communications with Accessor may be taped or monitored by JPMorgan Xxxxxxx. The
rights and obligations that are provided for in this Paragraph 14 shall survive
the cancellation, expiration or termination of this Agreement.
15. MATERIAL INTEREST. In accordance with the requirements of Financial
Services Authority of the United Kingdom ("FSA") Rules, JPMorgan Xxxxxxx hereby
notifies Accessor that it may effect transactions in which it has, directly or
indirectly, a material interest or a relationship with another party, which may
involve a potential conflict with JPMorgan Xxxxxxx'x duty to Accessor. However,
JPMorgan Xxxxxxx will not enter into any such transaction unless it is permitted
by the 1940 Act, FSA rules and any procedures adopted by Accessor Funds.
16. USE OF JPMORGAN XXXXXXX'X NAME. Accessor Funds and Accessor Capital
agree to furnish JPMorgan Xxxxxxx 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 JPMorgan Xxxxxxx, and not
to use such material if JPMorgan Xxxxxxx reasonably objects in writing within
seven 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
Accessor Capital will continue to furnish to
JPMorgan Xxxxxxx copies of any of the above-mentioned materials that refer
in any way to JPMorgan Xxxxxxx, and will not use such material if JPMorgan
Xxxxxxx reasonably objects in writing within -seven business days (or such other
time as may be mutually agreed) after receipt thereof.
17. ASSIGNMENT. No assignment, as that term is defined in Section
2(a)(4) of the 1940 Act, of this Agreement shall be made by Accessor Capital or
JPMorgan Xxxxxxx, and this Agreement shall terminate automatically in the event
that it is assigned. JPMorgan Xxxxxxx shall notify Accessor Capital 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 Accessor Capital 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 JPMorgan Xxxxxxx.
18. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE INVESTMENT
COMPANY. Accessor Funds represents, warrants and agrees that:
A. JPMorgan Xxxxxxx has been duly appointed by the Board to
provide investment services to the Account as contemplated hereby.
Accessor Funds will deliver certified resolutions of its Board
authorizing the appointment of JPMorgan Xxxxxxx with respect to the
Fund, and approving the form of this Agreement.
B. Accessor Funds will deliver to JPMorgan Xxxxxxx a true and
complete copy of its current prospectuses and Statement of Additional
Information as effective from time to time and will deliver all future
amendments and supplements, if any, the registration statement under
the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A
(the "Registration Statement"), as filed with the Securities and
Exchange Commission relating to the Fund and shares of the Fund's
beneficial shares, and all amendments thereto, the By-Laws of Accessor
Funds in effect on the date of this Agreement and as amended from time
to time, such other documents or instruments governing the investments
of Fund, and such other information as is necessary for JPMorgan
Xxxxxxx 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.
19. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF ACCESSOR CAPITAL.
Accessor Capital represents, warrants and agrees that:
A. Accessor Capital 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 JPMorgan Xxxxxxx by Accessor Capital to
provide the investment services as contemplated hereby has been
approved by the Board.
C. Accessor Capital is registered as an "investment adviser"
under the Advisers Act.
20. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF JPMORGAN XXXXXXX.
JPMorgan Xxxxxxx represents, warrants and agrees that:
A. JPMorgan Xxxxxxx is registered as an "investment adviser"
under the Advisers Act. JPMorgan Xxxxxxx is also regulated by FSA and
nothing in this Agreement shall exclude any liability of JPMorgan
Xxxxxxx to Accessor arising under rules of the FSA.
B. JPMorgan Xxxxxxx will maintain, keep current and preserve on
behalf of Accessor Funds, the records required to be maintained
pursuant to Section 3 of this Agreement and shall timely furnish to
Accessor Capital all information relating to JPMorgan Xxxxxxx'x
services under this Agreement needed by
Accessor Capital to keep the other books and records of the Fund
required by the 1940 Act, and the Advisers Act, or any rule or
regulation thereunder and Accessor Funds' policies and procedures (as
may be amended in writing from time to time), in the manner required
by such rule, regulation, policy or procedure. JPMorgan Xxxxxxx agrees
that such records are the property of Accessor Funds and will be
surrendered to Accessor Funds promptly upon request. JPMorgan Xxxxxxx
may retain copies of any records surrendered to the Accessor Funds.
All services provided by JPMorgan Xxxxxxx under this Agreement are
provided on the basis that Accessor is an intermediate customer under
the rules of the FSA and JPMorgan Xxxxxxx shall treat Accessor alone
as its client under FSA rules.
C. JPMorgan Xxxxxxx 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. Notwithstanding anything
to the contrary in Accessor Funds' Code of Ethics ("Accessor Code"),
Accessor Funds and Accessor Capital agree that JPMorgan Xxxxxxx
employees will comply with the Accessor Code only to the extent the
Accessor Code is consistent with JPMorgan Fleming's Code of Ethics
("JPMorgan Xxxxxxx Code"). If, in JPMorgan Fleming's judgment, any
provision of the Accessor Code is inconsistent with the JPMorgan
Xxxxxxx Code, the JPMorgan Xxxxxxx Code will control. In addition,
JPMorgan Xxxxxxx employees will comply with the Accessor Code only
with respect to the Account. JPMorgan Xxxxxxx has policies and
procedures sufficient to enable JPMorgan Xxxxxxx to detect and prevent
the misuse of material, nonpublic information by JPMorgan Xxxxxxx or
any person associated with JPMorgan Xxxxxxx.
D. JPMorgan Xxxxxxx shall advise Accessor, the Custodian and the
Fund Accounting Agent from time to time in writing as to the employees
of JPMorgan Xxxxxxx who are responsible for the Investment Management
under this Agreement. JPMorgan Xxxxxxx shall notify Accessor, the
Custodian and the Fund Accounting Agent of any material change in the
senior management or in the ownership of JPMorgan Xxxxxxx, any change
in the manager(s) of the Account and any material change in the nature
of JPMorgan Fleming's principal business.
E. JPMorgan Xxxxxxx understands that it may receive certain
non-public information about clients of Accessor Capital and Accessor
Funds under Section 248.14 of Regulation S-P and understands and
agrees that it will disclose that information only as permitted by
Section 248.11 of Regulation S-P.
21. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement among JPMorgan Xxxxxxx, Accessor Capital and the Fund, which
amendment must be approved by the Board in the manner required by the 1940 Act.
22. COMPLAINTS. Any complaint that Accessor may have relating to any
services provided to it by JPMorgan Xxxxxxx under this Agreement should in the
first instance be made in writing to the compliance officer of JPMorgan Xxxxxxx
at the address appearing at the head of this Agreement. Subsequently, Accessor
may have the right to complain directly to the Financial Ombudsman Service, as
set out in the rules of the FSA.
23. 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 1940 Act) of
the Fund for which JPMorgan Xxxxxxx 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.
24. TERMINATION. This Agreement may be terminated, without the payment
of any penalty, by the Board, Accessor Capital, JPMorgan Xxxxxxx or by the vote
of a majority of the outstanding voting securities (as that term is defined in
the 1940 Act) of the Fund, 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.
25. 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. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. Where the effect
of a requirement of the 1940 Act or Advisers Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
26. FORCE MAJEURE. None of the parties to this Agreement shall be
deemed to be in breach of this Agreement or otherwise liable to the other as a
result of any delay, failure or defective performance of its obligations under
this Agreement if and to the extent that such delay or failure arises out of
causes beyond the control and without the fault or negligence of the party in
question. Such causes may include, without limitation, acts of God; any civil
commotion or disorder, riot, invasion or war; fire, explosion, storm, flood,
earthquake, subsidence, epidemic or other natural physical disaster; power
failures, destruction or breakdown of any premises, plant or equipment
(including computer systems); strike, lockout or other industrial action; or any
action taken by a governmental or public authority of any kind.
27. DELEGATION TO THIRD PARTIES. Except where prohibited by applicable
law or regulation, JPMorgan Xxxxxxx may delegate any or all of its functions
under this Agreement other than its investment advisory responsibilities to it's
Affiliates and may employ a third party to perform any accounting,
administrative, reporting and ancillary services required to enable JPMorgan
Xxxxxxx to perform its functions under this Agreement, but JPMorgan Fleming's
liability to Accessor shall not be affected thereby. JPMorgan Xxxxxxx will act
in good faith and with due diligence in the selection, use and monitoring of
third parties.
28. COMPENSATION. A statement is available from JPMorgan Xxxxxxx
describing the Accessor's rights to compensation, if any, in the event that
JPMorgan Xxxxxxx is unable to meet its liabilities.
29. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties relating to the Fund and supercedes all prior
understandings, arrangements, representations, proposals or communications
between the parties, whether written or oral.
30. NOTICES. Any notice, advice, or report to be given pursuant to
this Agreement shall be delivered or mailed:
To Accessor Capital at: Accessor Capital Management LP
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxxxxx
To Accessor Funds at: Accessor Funds, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxxxxx
To JPMorgan Xxxxxxx at: JPMorgan Xxxxxxx Asset Management
(London), Ltd.
Finsbury Dials
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Attention: Xxxxx XX Xxxxxxxxx
31. COUNTERPARTS. This Agreement 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.
BY:
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Xxxxxxxxx X. Xxxxxxxxx
Secretary
DATE:
-------------------------------
ACCESSOR CAPITAL MANAGEMENT LP
By Accessor Capital Corporation, Inc.
Its Managing General Partner
BY:
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Xxxxxxxx X. Xxx
Secretary
DATE:
-------------------------------
Accepted and agreed to:
X.X. XXXXXX XXXXXXX ASSET MANAGEMENT (London) Ltd.
By:
--------------------------------------------------
Name:
Title:
DATE:
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EXHIBITS:
A. Fee Schedule.
B. Benchmark Index
EXHIBIT A
MONEY MANAGER FEE
The following compensation of JPMorgan Xxxxxxx for its services under
the Agreement shall be calculated and paid by Accessor Funds (except that no
such fees shall be paid to Accessor Capital as to Accounts for which it acts as
money manager).
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 JPMorgan Xxxxxxx
including, but not limited to, fees payable to Accessor Fund's 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 JPMorgan Xxxxxxx 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 JPMorgan Xxxxxxx, Accessor Funds will pay JPMorgan Xxxxxxx on a
quarterly basis at the following annual fee rates, applied to the average daily
net assets of the Account.
BASIC FEE PORTFOLIO MANAGEMENT FEE TOTAL
0.20% 0.20% 0.40%
Commencing with the sixth calendar quarter of management by JPMorgan
Xxxxxxx for the Account, Accessor Funds will pay JPMorgan Xxxxxxx based on the
schedule below as applied to the average daily net assets.
The Basic Fee shall be equal to an annual rate of 0.20% of the Fund's average
daily net assets, up to a maximum of $400,000 annualized. In addition to the
Basic Fee, JPMorgan Xxxxxxx shall earn a performance fee as follows:
Average Annual
Performance Differential Annual
vs. Benchmark Index Performance Fee
------------------------ ---------------
>4.00% 0.40%
-
>2.00% and <4.00% 0.30%
-
>0.00% and <2.00% 0.20%
-
>-2.00% and <0.00% 0.10%
-
<-2.00% 0.0%
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
JPMorgan Xxxxxxx 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 JPMorgan
Xxxxxxx 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, Accessor Capital and JPMorgan Xxxxxxx 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 that 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.
Accessor Funds and Accessor Capital acknowledge that the use of a
performance fee may result in a higher degree of risk with respect to the
Account than the use of base fees.
EXHIBIT B
BENCHMARK INDEX
January 7, 2002
FUND INDEX
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International Equity MSCI EAFE + EMF Index
