ACCESSOR FUNDS INC
497, 1998-09-22
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ACCESSOR(R) FUNDS, INC.                                        1420 Fifth Avenue
                                                                      Suite 3130
FIXED-INCOME PORTFOLIOS - INVESTOR CLASS SHARES               Seattle, WA  98101
PROSPECTUS - May 1, 1998                                          1-800-759-3504
- --------------------------------------------------------------------------------
New Account Information and Shareholder Services                    206-224-7420
- --------------------------------------------------------------------------------

           SUPPLEMENT DATED SEPTEMBER 21, 1998 TO ACCESSOR FUNDS, INC.
           FIXED-INCOME PORTFOLIOS - INVESTOR CLASS SHARES PROSPECTUS
                                DATED MAY 1, 1998

THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE  PROSPECTUS,  AND  SHOULD  BE  READ IN  CONJUNCTION  WITH  SUCH  PROSPECTUS.
CAPITALIZED  TERMS NOT DEFINED  HEREIN SHOULD HAVE THE MEANINGS SET FORTH IN THE
PROSPECTUS.

From  the  inception  of  the  Intermediate   Fixed-Income   Portfolio  and  the
Short-Intermediate  Fixed-Income  Portfolio  until April 30, 1998,  Smith Barney
Capital  Management  and Bankers  Trust  Company,  respectively,  were the money
managers  of these  portfolios.  Beginning  on May 1, 1998,  Bennington  Capital
Management  L.P.  ("Bennington")  invested  the  assets of these two  portfolios
directly.  On September 9, 1998, the Board of Directors of Accessor Funds,  Inc.
(the "Fund") including all of the Directors who are not "interested  persons" of
the Fund, has approved the appointment of Cypress Asset  Management  ("Cypress")
as   money   manager   of   the   Intermediate    Fixed-Income   Portfolio   and
Short-Intermediate  Fixed-Income  Portfolio,  effective  September 21, 1998. The
appointment of Cypress will not require shareholder approval. This procedure for
adding or replacing money managers was approved by the Portfolios'  shareholders
at a Special Meeting of Shareholders held on August 15, 1995, and was authorized
by an  exemptive  order  issued  to the  Fund  by the  Securities  and  Exchange
Commission on September 4, 1996.

In accordance with the exemptive order and interpretations of the Securities and
Exchange Commission, at any time Bennington replaces a money manager, Bennington
may  negotiate  a change in the fee  schedule  payable to the new money  manager
(including  a  reduction)  provided  there is no increase in the  aggregate  fee
payable by the Fund. In the case of the Intermediate  Fixed-Income Portfolio and
the Short-Intermediate  Fixed-Income Portfolio,  the overall maximum fee for the
first five  calendar  quarters  payable to the former  money  managers was 0.15%
(comprised  of a basic fee of 0.07% and a  portfolio  management  fee of 0.08%).
Although  Bennington  has currently  negotiated a reduction in the Money Manager
fee to a maximum  of 0.04%  payable  to the money  manager  of the  Intermediate
Fixed-Income and  Short-Intermediate  Fixed-Income  Portfolios  during the first
five  calendar  quarters  of  management  (as  described  below),   there  is  a
possibility of future modifications to such fee. In no event, however, shall the
maximum  Money  Manager fee payable by the Fund be greater than 0.15% during the
first five complete calendar quarters.

In   the   case   of   the   Intermediate   Fixed-Income   Portfolio   and   the
Short-Intermediate  Fixed-Income  Portfolio,  the  overall  maximum fee from the
sixth calendar  quarter  forward  payable to the former money managers was 0.25%
(comprised  of a basic  fee of 0.07%  and a maximum  annual  performance  fee of
0.18%).  Although  Bennington has currently  negotiated a reduction in the Money
Manager  fee  to a  maximum  of  0.17%  payable  to  the  money  manager  of the
Intermediate  Fixed-Income and Short-Intermediate  Fixed-Income  Portfolios from
the sixth calendar quarter of management forward (as described below),  there is
a possibility of future modifications to such fee. In no event,  however,  shall
the maximum Money Manager fee payable by the Fund be greater than 0.25% from the
sixth calendar quarter of management forward.

         The fundamental policies, investment restrictions, investment practices
and benchmark indices utilized for the Intermediate  Fixed-Income  Portfolio and
Short-Intermediate  Fixed-Income  Portfolio,  by  Bennington,  Smith  Barney and
Bankers Trust,  respectively,  have been consistent since the inception of these
Portfolios and such practices or indices will remain  consistent under the money
management of Cypress. With the exception of the fee schedule, the Money Manager
Agreements among  Bennington,  the Fund and Cypress relating to the Intermediate
Fixed-Income  Portfolio  and   Short-Intermediate   Fixed-Income  Portfolio  are
substantially  similar to that between  Bennington,  the Fund and previous money
managers  of the  Intermediate  Fixed-Income  Portfolio  and  Short-Intermediate
Fixed-Income Portfolio. The fee schedule for Cypress is set forth below:

         For the first five  complete  calendar  quarters of  management  of the
Account  by  Cypress,  the Fund will pay  Cypress  on a  quarterly  basis at the
following  annual fee  rates,  applied  to the  average  daily net assets of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio, respectively.

                                 Portfolio            Total
                                 Management          Annual
         Basic Fee                   Fee               Fee
         ---------               ---------           ------

           0.02%                   0.02%              0.04%

         Commencing with the sixth calendar quarter of management by Cypress for
the Account,  the Fund will pay Cypress on a quarterly basis an annual fee based
on the  schedule  below as  applied  to the  average  daily  net  assets  of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio, respectively, capped at a maximum of 0.17%.
<TABLE>
<CAPTION>

            Average Annual Performance                               Total
            Differential vs. Benchmark    Annual                     Annual
Basic Fee   Index                         Performance Fee            Fee
- ---------   --------------------------    ---------------            -------
<S>                 <C>                       <C>                     <C>

0.02%       less than 0.35%               0.00%                      0.02%
            greater than or equal to
              0.35% and less than or
              equal to 0.50%              0.05%                      0.07%
            greater than 0.50% and 
              less than or  equal
              to 0.70%                    0.05% plus 1/2 (P-0.50%)*  Up to 0.17%
            greater than 0.70%            0.15%                      0.17%
</TABLE>


- -----------------------

*P = Performance.  Example: If Cypress outperforms the benchmark index by 0.60%,
the fee would be  calculated  as  [0.02%  basic  fee + 0.05%  Performance  Fee +
{(0.60%-0.50%)/2}] = 0.12%

The duties to be performed under these Money Manager Agreements are similar, and
the standard of care and  termination  provisions of the agreement are identical
to the other Money Manager Agreements with the other money managers of the Fund.
The Money  Manager  Agreements  will remain in effect until  September 21, 2000.
Cypress  makes   investment   decisions  for  the  assets  of  the  Intermediate
Fixed-Income  Portfolio and Short Intermediate  Fixed-Income Portfolio allocated
to it by Bennington,  and continuously reviews,  supervises, and administers the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio's  investment  programs  with  respect  to these  assets.  Cypress  is
independent  of  Bennington  and  discharges  its  responsibilities  subject  to
Bennington's and the Board of Directors'  supervision and in a manner consistent
with the Intermediate Fixed-Income Portfolio and Short-Intermediate Fixed-Income
Portfolio's investment objectives, policies and limitations.

In  connection  with the  appointment  of  Cypress  as the Money  Manager of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio,  the following  language is inserted in the following sections of the
Fixed-Income Portfolios - Investor Class Shares Prospectus:

- --------------------------------------------------------------------------------
On page 3, the following paragraphs are replaced in their entirety:

         Each  Portfolio  seeks to achieve  its  investment  objective  by using
investment  policies  and  strategies  which are  distinct  from the  investment
policies  and  strategies  of  other  portfolios  of the  Fund.  The  investment
objective and the name of the investment management organizations  (individually
the "Money Manager" or collectively the "Money  Managers") of the Portfolios are
set forth below:

o    INTERMEDIATE  FIXED-INCOME  PORTFOLIO - Cypress Asset  Management1 -- seeks
     generation  of  current  income  by  investing  primarily  in  fixed-income
     securities  with  durations  of between  three and ten years.  Under normal
     market  conditions,  the  Portfolio  will  have a dollar  weighted  average
     duration of not less than three years or more than ten years.

o    SHORT-INTERMEDIATE  FIXED-INCOME  PORTFOLIO - Cypress Asset  Management2 --
     seeks preservation of capital and generation of current income by investing
     primarily in fixed-income securities with durations of between one and five
     years.  Under normal market  conditions,  the Portfolio  will have a dollar
     weighted  average  duration  of not less  than two  years or more than five
     years.

- ------------------------

1    Managed by Smith Barney Capital Management from inception through April 30,
     1998  and  by  Bennington  Capital  Management  from  May 1,  1998  through
     September  20, 1998.  See  Statement  of  Additional  Information  for more
     information.

2    Managed by Bankers Trust Company from inception through April 30, 1998, and
     by Bennington  Capital  Management from May 1, 1998,  through September 20,
     1998. See Statement of Additional Information for more information.

- --------------------------------------------------------------------------------
On page 6, the  following  replaces the "Annual  Portfolio  Operating  Expenses"
Table in its entirety:
<TABLE>
<CAPTION>

ANNUAL PORTFOLIO OPERATING EXPENSES(a)                                     Portfolios
                                                --------------------------------------------------------------------
(as a percentage of average daily net assets)
                                                  Intermediate  Short-Intermediate    Mortgage     U.S. Government
                                                  Fixed-Income     Fixed-Income      Securities         Money
                                                  ------------  ------------------   ----------    ---------------
<S>                                                   <C>             <C>                <C>             <C>

Management Fees (b)                                  0.40%           0.40%              0.59%          0.25%
12b-1 Fees(c)                                        0.25%           0.25%              0.25%          0.25%

Other Expenses                                       0.38%           0.40%              0.323%         0.34%
      Administrative Fee(d)                          0.25%           0.25%              0.25%          0.25%
                                                     -----           -----              -----          -----
Total Other Expenses                                 0.63%           0.65%              0.57%          0.59%
                                                     -----           -----              -----          -----
Total Portfolio Operating Expenses                   1.28%           1.30%              1.41%          1.09%
                                                     =====           =====              =====          =====
</TABLE>

(a)  The table data  reflects fees and expenses  expected to be incurred  during
     the fiscal year ended  December 31, 1998, not actual  expenses.  For actual
     expenses  of  the  Portfolios,   prior  to  establishing   the  multi-class
     structure,  incurred  during the fiscal year ended  December 31, 1997,  see
     "Financial Highlights" in the Fixed-Income Portfolios--Advisor Class Shares
     Prospectus and the Annual Report for the period ended December 31, 1997.
(b)  Management  fees consist of the  management  fee paid to Bennington and the
     Money  Manager  fees  paid  to  the  Money  Managers  of  the  Intermediate
     Fixed-Income,  Short-Intermediate  Fixed  Income  and  Mortgage  Securities
     Portfolios.  Bennington  receives only the  management  fee and not a Money
     Manager  fee for the  Portfolio  that it  manages  directly.  See  "GENERAL
     MANAGEMENT  OF THE  PORTFOLIOS--Fund  Manager  Services  and Fees" and "THE
     MONEY MANAGERS--Money Manager Fees."
(c)  The  Distribution  Plan for  Investor  Class  Shares  has been  adopted  in
     conformity  with  the  requirements  set  forth  under  Rule  12b-1  of the
     Investment Company Act of 1940, as amended (the "Investment  Company Act").
     In addition,  a Shareholder  Service Plan has been adopted for the Investor
     Class Shares. The combination of the fees paid pursuant to the Distribution
     Plan and the  Shareholder  Service  Plan,  may be no more than 0.25% of the
     annual net assets  attributable  to Investor  Class  Shares.  See  "GENERAL
     MANAGEMENT OF THE PORTFOLIOS--Distribution Plan."
(d)  An  Administrative  Services  Plan has been adopted for the Investor  Class
     Shares.  Pursuant to such  Administrative  Services  Plan, the Fund may pay
     Service Organizations who have entered into such arrangements with the Fund
     up to 0.25% of the average  daily net assets of their  clients who may from
     time to time beneficially own Investor Class Shares of the Portfolios.  The
     Administrative  Service  Fee (as  defined  herein) is not for  distribution
     related activities.

EXAMPLE:  You would pay the following expenses on a $1,000 investment,  assuming
(1) a 5% annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>

                                                   Portfolios
                 -------------------------------------------------------------------------
                      Intermediate     Short-Intermediate  Mortgage     U.S. Government
                      Fixed-Income        Fixed-Income    Securities         Money
                      ------------     ------------------ ----------    ---------------
<S>                        <C>                <C>             <C>               <C>

One Year                   $13                   $13          $14               $11
Three Years                $41                   $41          $45               $35
Five Years                 $70                   $71          $77               $60
Ten Years                 $155                  $157         $169              $133

- --------------------------------------------------------------------------------
On page 25, the following  replaces the first two full paragraphs in the section
entitled "Money Manager Fees" in their entirety:
</TABLE>

         Money Manager  Fees.  The fees paid to the Money Manager of a Portfolio
are based on the assets of the Portfolio and on the number of complete  calendar
quarters of  management  by the Money  Manager.  During the first five  calendar
quarters,  the Money Manager fee has two  components,  the basic fee (the "Basic
Fee") and the portfolio  management fee (the "Portfolio  Management  Fee").  See
"Money Manager Fees--Money Manager Fee Schedule For Portfolios Managed Less Than
Five  Complete  Calendar  Quarters by Manager" in the  Statement  of  Additional
Information.  The Money Manager for the Intermediate  Fixed-Income Portfolio and
Short-Intermediate  Fixed-Income  Portfolio  has  not  completed  five  complete
calendar quarters. During the first five calendar quarters the Money Manager for
the  Intermediate  Fixed-Income  Portfolio and  Short-Intermediate  Fixed-Income
Portfolio  will receive a Basic Fee of 0.02% and a Portfolio  Management  Fee of
0.02%.

         Commencing  with the sixth  calendar  quarter of  management by a Money
Manager of an operating  Portfolio,  such  Portfolio  will pay its Money Manager
based on the "Money  Manager Fee Schedule  For A Manager From a Manager's  Sixth
Calendar  Quarter of Management  Forward." The Money Manager Fee commencing with
the sixth quarter consists of two components,  the Basic Fee and the performance
fee (the "Performance  Fee"), which varies with a Portfolio's  performance.  The
Money Manager for the Mortgage Securities Portfolio has completed the first five
calendar quarters of management of its respective Account, as defined below, and
the  Performance  Fee is in  effect.  If at any time a Money  Manager  should be
replaced,  the new Money Manager for the  applicable  Portfolio will receive the
fee  negotiated  by  Bennington.  In  accordance  with the  exemptive  order and
interpretations  of  the  Securities  and  Exchange  Commission,   at  any  time
Bennington  replaces a Money  Manager,  Bennington may negotiate a change in the
fee schedule payable to the new Money Manager  (including a reduction)  provided
there  is no  increase  in the  aggregate  fee  payable  by the  Fund.  Although
Bennington  may  negotiate a reduction  in the Money  Manager fee payable to the
Money Manager  either during the first five complete  calendar  quarters or from
the sixth  calendar  quarters of management  forward,  there is a possibility of
future modifications to such fee. In no event, however,  shall the maximum Money
Manager  fee  payable  by the Fund be greater  than 0.15%  during the first five
calendar  quarters of  management by a Money Manager or greater than 0.25% after
the sixth calendar quarter of management  forward.  See the table "Money Manager
Fee Schedule for Portfolios  Managed Less Than Five Complete Calendar  Quarters"
and "Money  Manager Fee  Schedule  From a Manager's  Sixth  Calendar  Quarter of
Management Forward" in the Statement of Additional Information.

- --------------------------------------------------------------------------------
On page 39 the following  replaces the first full paragraph under "MONEY MANAGER
PROFILE" in its entirety and adds the information concerning the Money Manager:

         The following information as to the Money Managers has been supplied by
that Money Manager.  The Statement of Additional  Information  contains  further
information  concerning  the  Money  Manager,  including  a  description  of its
business history and identification of its controlling persons.

Intermediate Fixed-Income Portfolio and
Short-Intermediate Fixed-Income Portfolio

         Cypress Asset Management  ("Cypress"),  is a California corporation and
registered  investment adviser.  Cypress is a registered investment adviser with
the SEC and with the State of California.  Mr. Xavier Urpi,  President and Chief
Investment Officer, is primarily  responsible for the day-to-day  management and
investment   decisions   for  the   Intermediate   Fixed-Income   Portfolio  and
Short-Intermediate  Fixed-Income  Portfolio  and is  supported  by Ms.  Rosemary
Brooks, Manager of Operations, who assists in the management of the Intermediate
Fixed-Income Portfolio and Short-Intermediate  Fixed-Income Portfolio.  Mr. Urpi
founded Cypress in 1995.  Prior to that, Mr. Urpi was at Smith Barney Capital as
a Director of Fixed-Income  from March 1989 to September 1995. Ms. Brooks joined
Cypress in January 1998.  Prior to that, Ms. Brooks was owner of Brooks Finance,
and a registered representative with H.D. Vest from June 1994 to July 1997.


<PAGE>


ACCESSOR(R) FUNDS, INC.                                        1420 Fifth Avenue
                                                                      Suite 3130
FIXED-INCOME PORTFOLIOS - ADVISOR CLASS SHARES                Seattle, WA  98101
PROSPECTUS - May 1, 1998                                          1-800-759-3504
- --------------------------------------------------------------------------------
New Account Information and Shareholder Services                    206-224-7420
- --------------------------------------------------------------------------------

           SUPPLEMENT DATED SEPTEMBER 21, 1998 TO ACCESSOR FUNDS, INC.
            FIXED-INCOME PORTFOLIOS - ADVISOR CLASS SHARES PROSPECTUS
                                DATED MAY 1, 1998

THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE  PROSPECTUS,  AND  SHOULD  BE  READ IN  CONJUNCTION  WITH  SUCH  PROSPECTUS.
CAPITALIZED  TERMS NOT DEFINED  HEREIN SHOULD HAVE THE MEANINGS SET FORTH IN THE
PROSPECTUS.

From  the  inception  of  the  Intermediate   Fixed-Income   Portfolio  and  the
Short-Intermediate  Fixed-Income  Portfolio  until April 30, 1998,  Smith Barney
Capital  Management  and Bankers  Trust  Company,  respectively,  were the money
managers  of these  portfolios.  Beginning  on May 1, 1998,  Bennington  Capital
Management  L.P.  ("Bennington")  invested  the  assets of these two  portfolios
directly.  On September 9, 1998, the Board of Directors of Accessor Funds,  Inc.
(the "Fund") including all of the Directors who are not "interested  persons" of
the Fund, has approved the appointment of Cypress Asset  Management  ("Cypress")
as   money   manager   of   the   Intermediate    Fixed-Income   Portfolio   and
Short-Intermediate  Fixed-Income  Portfolio,  effective  September 21, 1998. The
appointment of Cypress will not require shareholder approval. This procedure for
adding or replacing money managers was approved by the Portfolios'  shareholders
at a Special Meeting of Shareholders held on August 15, 1995, and was authorized
by an  exemptive  order  issued  to the  Fund  by the  Securities  and  Exchange
Commission on September 4, 1996.

In accordance with the exemptive order and interpretations of the Securities and
Exchange Commission, at any time Bennington replaces a money manager, Bennington
may  negotiate  a change in the fee  schedule  payable to the new money  manager
(including  a  reduction)  provided  there is no increase in the  aggregate  fee
payable by the Fund. In the case of the Intermediate  Fixed-Income Portfolio and
the Short-Intermediate  Fixed-Income Portfolio,  the overall maximum fee for the
first five  calendar  quarters  payable to the former  money  managers was 0.15%
(comprised  of a basic fee of 0.07% and a  portfolio  management  fee of 0.08%).
Although  Bennington  has currently  negotiated a reduction in the Money Manager
fee to a maximum  of 0.04%  payable  to the money  manager  of the  Intermediate
Fixed-Income and  Short-Intermediate  Fixed-Income  Portfolios  during the first
five  calendar  quarters  of  management  (as  described  below),   there  is  a
possibility of future modifications to such fee. In no event, however, shall the
maximum  Money  Manager fee payable by the Fund be greater than 0.15% during the
first five complete calendar quarters.

         In  the  case  of  the  Intermediate  Fixed-Income  Portfolio  and  the
Short-Intermediate  Fixed-Income  Portfolio,  the  overall  maximum fee from the
sixth calendar  quarter  forward  payable to the former money managers was 0.25%
(comprised  of a basic  fee of 0.07%  and a maximum  annual  performance  fee of
0.18%).  Although  Bennington has currently  negotiated a reduction in the Money
Manager  fee  to a  maximum  of  0.17%  payable  to  the  money  manager  of the
Intermediate  Fixed-Income and Short-Intermediate  Fixed-Income  Portfolios from
the sixth calendar quarter of management forward (as described below),  there is
a possibility of future modifications to such fee. In no event,  however,  shall
the maximum Money Manager fee payable by the Fund be greater than 0.25% from the
sixth calendar quarter of management forward.

         The fundamental policies, investment restrictions, investment practices
and benchmark indices utilized for the Intermediate  Fixed-Income  Portfolio and
Short-Intermediate  Fixed-Income  Portfolio,  by  Bennington,  Smith  Barney and
Bankers Trust,  respectively,  have been consistent since the inception of these
Portfolios and such practices or indices will remain  consistent under the money
management of Cypress. With the exception of the fee schedule, the Money Manager
Agreements among  Bennington,  the Fund and Cypress relating to the Intermediate
Fixed-Income  Portfolio  and   Short-Intermediate   Fixed-Income  Portfolio  are
substantially  similar to that between  Bennington,  the Fund and previous money
managers  of the  Intermediate  Fixed-Income  Portfolio  and  Short-Intermediate
Fixed-Income Portfolio. The fee schedule for Cypress is set forth below:

         For the first five  complete  calendar  quarters of  management  of the
Account  by  Cypress,  the Fund will pay  Cypress  on a  quarterly  basis at the
following  annual fee  rates,  applied  to the  average  daily net assets of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio, respectively.

                            Portfolio           Total
                            Management          Annual
        Basic Fee               Fee             Fee
        ---------           ----------          ------

          0.02%               0.02%              0.04%

         Commencing with the sixth calendar quarter of management by Cypress for
the Account,  the Fund will pay Cypress on a quarterly basis an annual fee based
on the  schedule  below as  applied  to the  average  daily  net  assets  of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio, respectively, capped at a maximum of 0.17%.

            Average Annual Performance                               Total
            Differential vs. Benchmark   Annual                      Annual
Basic Fee   Index                        Performance Fee             Fee
- ---------   --------------------------   ---------------             ------

0.02%       less than 0.35%              0.00%                       0.02%
            greater than or equal to
              0.35% and less
              than or equal to
              0.50%                     0.05%                        0.07%
            greater than 0.50% and
              less than or equal
              to 0.70%                   0.05% plus 1/2 (P-0.50%)*   Up to 0.17%
            greater than 0.70%           0.15%                       0.17%

- ---------------------------

*P = Performance.  Example: If Cypress outperforms the benchmark index by 0.60%,
the fee would be  calculated  as  [0.02%  basic  fee + 0.05%  Performance  Fee +
{(0.60%-0.50%)/2}] = 0.12%

The duties to be performed under these Money Manager Agreements are similar, and
the standard of care and  termination  provisions of the agreement are identical
to the other Money Manager Agreements with the other money managers of the Fund.
The Money  Manager  Agreements  will remain in effect until  September 21, 2000.
Cypress  makes   investment   decisions  for  the  assets  of  the  Intermediate
Fixed-Income  Portfolio and Short Intermediate  Fixed-Income Portfolio allocated
to it by Bennington,  and continuously reviews,  supervises, and administers the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio's  investment  programs  with  respect  to these  assets.  Cypress  is
independent  of  Bennington  and  discharges  its  responsibilities  subject  to
Bennington's and the Board of Directors'  supervision and in a manner consistent
with the Intermediate Fixed-Income Portfolio and Short-Intermediate Fixed-Income
Portfolio's investment objectives, policies and limitations.

In  connection  with the  appointment  of  Cypress  as the Money  Manager of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio,  the following  language is inserted in the following sections of the
Fixed-Income Portfolios - Advisor Class Shares Prospectus:

- --------------------------------------------------------------------------------
On page 3, the following paragraphs are replaced in their entirety:

         Each  Portfolio  seeks to achieve  its  investment  objective  by using
investment  policies  and  strategies  which are  distinct  from the  investment
policies  and  strategies  of  other  portfolios  of the  Fund.  The  investment
objective and the name of the investment management organizations  (individually
the "Money Manager" or collectively the "Money  Managers") of the Portfolios are
set forth below:

o    INTERMEDIATE  FIXED-INCOME  PORTFOLIO - Cypress Asset  Management3 -- seeks
     generation  of  current  income  by  investing  primarily  in  fixed-income
     securities  with  durations  of between  three and ten years.  Under normal
     market  conditions,  the  Portfolio  will  have a dollar  weighted  average
     duration of not less than three years or more than ten years.

o    SHORT-INTERMEDIATE  FIXED-INCOME  PORTFOLIO - Cypress Asset  Management4 --
     seeks preservation of capital and generation of current income by investing
     primarily in fixed-income securities with durations of between one and five
     years.  Under normal market  conditions,  the Portfolio  will have a dollar
     weighted  average  duration  of not less  than two  years or more than five
     years.

- -------------------

3    Managed by Smith Barney Capital Management from inception through April 30,
     1998  and  by  Bennington  Capital  Management  from  May 1,  1998  through
     September  20, 1998.  See  Statement  of  Additional  Information  for more
     information.

4    Managed by Bankers Trust Company from inception through April 30, 1998, and
     by Bennington  Capital  Management from May 1, 1998,  through September 20,
     1998. See Statement of Additional Information for more information.

- --------------------------------------------------------------------------------
On page 6, the  following  replaces the "Annual  Portfolio  Operating  Expenses"
Table in its entirety:
<TABLE>
<CAPTION>

ANNUAL PORTFOLIO OPERATING EXPENSES(a)                                     Portfolios
                                                --------------------------------------------------------------------
(as a percentage of average daily net assets)
                                                  Intermediate  Short-Intermediate   Mortgage     U.S. Government
                                                  Fixed-Income     Fixed-Income     Securities          Money
                                                  ------------     ------------     ----------    ---------------
<S>                                                   <C>             <C>                <C>             <C>

Management Fees (b)                                  0.40%           0.40%              0.59%          0.25%
12b-1 Fees                                           None            None               None           None
Other Expenses(c)                                    0.33%           0.35%              0.27%          0.29%
                                                     -----           -----              -----          -----
Total Portfolio Operating Expenses                   0.73%           0.75%              0.86%          0.54%
                                                     =====           =====              =====          =====
</TABLE>

(a)  The table data  reflects fees and expenses  expected to be incurred  during
     the fiscal year ended  December 31, 1998, not actual  expenses.  For actual
     expenses  of  the  Portfolios,   prior  to  establishing   the  multi-class
     structure,  incurred  during the fiscal year ended  December 31, 1997,  see
     "Financial Highlights" in the Fixed-Income Portfolios--Advisor Class Shares
     Prospectus and the Annual Report for the period ended December 31, 1997.
(b)  Management  fees consist of the  management  fee paid to Bennington and the
     Money  Manager  fees  paid  to  the  Money  Managers  of  the  Intermediate
     Fixed-Income,  Short-Intermediate  Fixed  Income  and  Mortgage  Securities
     Portfolios.  Bennington  receives only the  management  fee and not a Money
     Manager  fee for the  Portfolio  that it  manages  directly.  See  "GENERAL
     MANAGEMENT  OF THE  PORTFOLIOS--Fund  Manager  Services  and Fees" and "THE
     MONEY MANAGERS--Money Manager Fees."
(c) "Other Expenses" are based on estimated amounts for the current fiscal year.

EXAMPLE:  You would pay the following expenses on a $1,000 investment,  assuming
(1) a 5% annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>

                                                   Portfolios
                  -------------------------------------------------------------------------
                       Intermediate     Short-Intermediate  Mortgage     U.S. Government
                       Fixed-Income        Fixed-Income    Securities         Money
                       ------------     ------------------ ----------         -----
<S>                         <C>                 <C>            <C>               <C>

One Year                     $7                    $8           $9                $6
Three Years                 $23                   $24          $27               $17
Five Years                  $41                   $42          $48               $30
Ten Years                   $91                   $93         $106               $68

</TABLE>


- --------------------------------------------------------------------------------
On pages 26-27,  the  following  replaces the first two full  paragraphs  in the
section entitled "Money Manager Fees" in their entirety:

         Money Manager  Fees.  The fees paid to the Money Manager of a Portfolio
are based on the assets of the Portfolio and on the number of complete  calendar
quarters of  management  by the Money  Manager.  During the first five  calendar
quarters,  the Money Manager fee has two  components,  the basic fee (the "Basic
Fee") and the portfolio  management fee (the "Portfolio  Management  Fee").  See
"Money Manager Fees--Money Manager Fee Schedule For Portfolios Managed Less Than
Five  Complete  Calendar  Quarters by Manager" in the  Statement  of  Additional
Information.  The Money Manager for the Intermediate  Fixed-Income Portfolio and
Short-Intermediate  Fixed-Income  Portfolio  has  not  completed  five  complete
calendar quarters. During the first five calendar quarters the Money Manager for
the  Intermediate  Fixed-Income  Portfolio and  Short-Intermediate  Fixed-Income
Portfolio  will receive a Basic Fee of 0.02% and a Portfolio  Management  Fee of
0.02%.

         Commencing  with the sixth  calendar  quarter of  management by a Money
Manager of an operating  Portfolio,  such  Portfolio  will pay its Money Manager
based on the "Money  Manager Fee Schedule  For A Manager From a Manager's  Sixth
Calendar  Quarter of Management  Forward." The Money Manager Fee commencing with
the sixth quarter consists of two components,  the Basic Fee and the performance
fee (the "Performance  Fee"), which varies with a Portfolio's  performance.  The
Money Manager for the Mortgage Securities Portfolio has completed the first five
calendar quarters of management of its respective Account, as defined below, and
the  Performance  Fee is in  effect.  If at any time a Money  Manager  should be
replaced,  the new Money Manager for the  applicable  Portfolio will receive the
fee  negotiated  by  Bennington.  In  accordance  with the  exemptive  order and
interpretations  of  the  Securities  and  Exchange  Commission,   at  any  time
Bennington  replaces a Money  Manager,  Bennington may negotiate a change in the
fee schedule payable to the new Money Manager  (including a reduction)  provided
there  is no  increase  in the  aggregate  fee  payable  by the  Fund.  Although
Bennington  may  negotiate a reduction  in the Money  Manager fee payable to the
Money Manager  either during the first five complete  calendar  quarters or from
the sixth  calendar  quarters of management  forward,  there is a possibility of
future modifications to such fee. In no event, however,  shall the maximum Money
Manager  fee  payable  by the Fund be greater  than 0.15%  during the first five
calendar  quarters of  management by a Money Manager or greater than 0.25% after
the sixth calendar quarter of management  forward.  See the table "Money Manager
Fee Schedule for Portfolios  Managed Less Than Five Complete Calendar  Quarters"
and "Money  Manager Fee  Schedule  From a Manager's  Sixth  Calendar  Quarter of
Management Forward" in the Statement of Additional Information.

- --------------------------------------------------------------------------------
On page 42 the following  replaces the first full paragraph under "MONEY MANAGER
PROFILE" in its entirety and adds the information concerning the Money Manager:

         The following information as to the Money Managers has been supplied by
that Money Manager.  The Statement of Additional  Information  contains  further
information  concerning  the  Money  Manager,  including  a  description  of its
business history and identification of its controlling persons.

Intermediate Fixed-Income Portfolio and
Short-Intermediate Fixed-Income Portfolio

         Cypress Asset Management  ("Cypress"),  is a California corporation and
registered  investment adviser.  Cypress is a registered investment adviser with
the SEC and with the State of California.  Mr. Xavier Urpi,  President and Chief
Investment Officer, is primarily  responsible for the day-to-day  management and
investment   decisions   for  the   Intermediate   Fixed-Income   Portfolio  and
Short-Intermediate  Fixed-Income  Portfolio  and is  supported  by Ms.  Rosemary
Brooks, Manager of Operations, who assists in the management of the Intermediate
Fixed-Income Portfolio and Short-Intermediate  Fixed-Income Portfolio.  Mr. Urpi
founded Cypress in 1995.  Prior to that, Mr. Urpi was at Smith Barney Capital as
a Director of Fixed-Income  from March 1989 to September 1995. Ms. Brooks joined
Cypress in January 1998.  Prior to that, Ms. Brooks was owner of Brooks Finance,
and a registered representative with H.D. Vest from June 1994 to July 1997.


<PAGE>


                             ACCESSOR(R) FUNDS, INC.
                          1420 Fifth Avenue, Suite 3130
                                Seattle, WA 98101
                          (206) 224-7420/(800) 759-3504


                     Supplement dated September 21, 1998 to
                       Statement of Additional Information
                                Dated May 1, 1998

THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE STATEMENT OF ADDITIONAL  INFORMATON,  AND SHOULD BE READ IN CONJUNCTION WITH
SUCH STATEMENT OF ADDITIONAL  INFORMATION.  CAPITALIZED TERMS NOT DEFINED HEREIN
SHOULD HAVE THE MEANINGS SET FORTH IN THE STATEMENT OF ADDITIONAL INFORMATION.

From  the  inception  of  the  Intermediate   Fixed-Income   Portfolio  and  the
Short-Intermediate  Fixed-Income  Portfolio  until April 30, 1998,  Smith Barney
Capital  Management  and Bankers  Trust  Company,  respectively,  were the money
managers  of these  portfolios.  Beginning  on May 1, 1998,  Bennington  Capital
Management  L.P.  ("Bennington")  invested  the  assets of these two  portfolios
directly.  On September 9, 1998, the Board of Directors of Accessor Funds,  Inc.
(the "Fund") including all of the Directors who are not "interested  persons" of
the Fund, has approved the appointment of Cypress Asset  Management  ("Cypress")
as   money   manager   of   the   Intermediate    Fixed-Income   Portfolio   and
Short-Intermediate  Fixed-Income  Portfolio,  effective  September 21, 1998. The
appointment of Cypress will not require shareholder approval. This procedure for
adding or replacing money managers was approved by the Portfolios'  shareholders
at a Special Meeting of Shareholders held on August 15, 1995, and was authorized
by an  exemptive  order  issued  to the  Fund  by the  Securities  and  Exchange
Commission on September 4, 1996.

With the  exception of the fee  schedule,  the Money  Manager  Agreements  among
Bennington Capital Management L.P. ("Bennington"), the Fund and Cypress relating
to the Intermediate  Fixed-Income Portfolio and Short-Intermediate  Fixed-Income
Portfolio are  substantially  similar to that between  Bennington,  the Fund and
previous  money  managers  of  the  Intermediate   Fixed-Income   Portfolio  and
Short-Intermediate Fixed-Income Portfolio. The fee schedule is set forth below:

For the first five  complete  calendar  quarters of management of the Account by
the Money Manager,  the Fund will pay the Money Manager on a quarterly  basis at
the following  annual fee rates,  applied to the average daily net assets of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio, respectively.

                             Portfolio           Total
                             Management          Annual
         Basic Fee           Fee                 Fee
         ---------           ----------          -----
           0.02%               0.02%             0.04%

         Commencing  with the sixth calendar  quarter of management by the Money
Manager  for the  Account,  the Fund will pay the Money  Manager on a  quarterly
basis an annual fee based on the schedule  below as applied to the average daily
net assets of the  Intermediate  Fixed-Income  Portfolio and  Short-Intermediate
Fixed-Income Portfolio, respectively, capped at a maximum of 0.17%.

            Average Annual Performance                               Total
            Differential vs. Benchmark    Annual                     Annual
Basic Fee   Index                         Performance Fee            Fee
- ---------   -----                         ---------------            ---

0.02%       less than 0.35%               0.00%                      0.02%
            greater than or equal
              to 0.35% and less
              than or equal to 0.50%      0.05%                      0.07%
            greater than 0.50% and
              less than or equal
              to 0.70%                    0.05% plus 1/2 (P-0.50%)*  Up to 0.17%
            greater than 0.70%            0.15%                      0.17%


- -----------------------

*P = Performance.  Example:  If Money Manager outperforms the benchmark index by
0.60%, the fee would be calculated as [0.02% basic fee + 0.05% Performance Fee +
{(0.60%-0.50%)/2}] = 0.12%

The duties to be performed under these Money Manager Agreements are similar, and
the standard of care and  termination  provisions of the agreement are identical
to the other Money Manager Agreements with the other money managers of the Fund.
The Money  Manager  Agreements  will remain in effect until  September 21, 2000.
Cypress  makes   investment   decisions  for  the  assets  of  the  Intermediate
Fixed-Income  Portfolio and Short Intermediate  Fixed-Income Portfolio allocated
to it by Bennington,  and continuously reviews,  supervises, and administers the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio's  investment  programs  with  respect  to these  assets.  Cypress  is
independent  of  Bennington  and  discharges  its  responsibilities  subject  to
Bennington's and the Board of Directors'  supervision and in a manner consistent
with the Intermediate Fixed-Income Portfolio and Short-Intermediate Fixed-Income
Portfolio's investment objectives, policies and limitations.

In  connection  with the  appointment  of  Cypress  as the Money  Manager of the
Intermediate   Fixed-Income   Portfolio  and   Short-Intermediate   Fixed-Income
Portfolio,  the following  language is inserted in the following sections of the
Statement of Additional Information:

- --------------------------------------------------------------------------------
On page B-25, the following  replaces in its entirety the first paragraph in the
section entitled Money Managers.

         Money  Managers.  The Money Manager  Agreement for the U.S.  Government
Money  Portfolio  was  terminated  on September 7, 1994.  Currently,  Bennington
currently invests all of the assets of the U.S. Government Money Portfolio. Each
other  Portfolio of the Fund  currently has one Money  Manager  investing all or
part of its  assets.  Bennington  may also  invest  each  Portfolio's  liquidity
reserves, and all or any portion of the Portfolio's other assets not assigned to
a Money Manager.

- --------------------------------------------------------------------------------
On page B-26, the following replaces in its entirety the third paragraph:

         The  Money  Manager   Agreements  for  the  Intermediate   Fixed-Income
Portfolio and  Short-Intermediate  Fixed-Income Portfolio were terminated by the
Board of  Directors  on February 19,  1998,  effective  May 1, 1998.  Bennington
invested   all   of   the   assets   of  the   Intermediate   Fixed-Income   and
Short-Intermediate  Fixed-Income  Portfolios from May 1, 1998, through September
20, 1998.  New Money Manager  Agreements  effective  September 21, 1998, for the
Intermediate  Fixed-Income  and  Short-Intermediate  Fixed-Income  Portfolios in
connection with a change in Money Managers to Cypress were approved by the Board
of  Directors  at a special  meeting of the Board of  Directors  called for that
purpose,  including all the Directors  who are not  "interested  persons" of the
Fund and who have no direct or indirect interest in the Money Manager Agreements
on September 9, 1998. The Money Manager Agreement following the initial two year
period will be reviewed  annually by the Board of Directors  and renewed for the
forthcoming year.

- --------------------------------------------------------------------------------
On page B-28, the following is added to the end of list of Money Managers:

         o        Cypress Asset Management ("Cypress"), a California corporation
                  and  registered  investment  advisor with the  Securities  and
                  Exchange Commission and the State of California,  is the Money
                  Manager  of  the  Intermediate   Fixed-Income   Portfolio  and
                  Short-Intermediate   Fixed-Income  Portfolio.   Cypress  is  a
                  California  corporation,  owned by Mr. Xavier Urpi,  President
                  and Chief Investment Officer. The Money Manager's strategy for
                  both   the    Intermediate    Fixed-Income    Portfolio    and
                  Short-Intermediate  Fixed-Income  Portfolio  is to use  sector
                  rotation  and  overweight  the  most  attractive  and  highest
                  yielding  sectors of the Lehman Brothers  Government/Corporate
                  Index and the Lehman  Brothers 1-5 Years  Government/Corporate
                  Index,  respectively.   Cypress'  strength  and  focus  is  on
                  analyzing  each  individual  security  to  target  undervalued
                  opportunities.  Specifically, Cypress looks to add incremental
                  return over an index while controlling duration, convexity and
                  yield curve risk. As of June 30, 1998,  Cypress managed assets
                  of approximately $330 million.

- --------------------------------------------------------------------------------
On Page B-29, the following  replaces in its entirety the first  paragraph under
"Money Manager Fees paid to the Growth,  Value and Income and  International and
Mortgage Securities Portfolios Money Managers":

         Money Manager Fees paid to the Growth, Value and Income, International,
Intermediate   Fixed-Income,   Short-Intermediate   Fixed-Income   and  Mortgage
Securities  Portfolios  Money  Managers.  For the first five  complete  calendar
quarters  managed by a Money Manager of each Portfolio,  such Portfolio will pay
its  respective  Money Manager on a monthly  basis the following  annual fee set
forth below in "Money Manager Fee Schedule For Portfolios Managed Less Than Five
Complete   Calendar   Quarters  by  Manager   For  Growth,   Value  and  Income,
International,  Intermediate Fixed-Income,  Short-Intermediate  Fixed-Income and
Mortgage  Securities  Portfolios"  based on the average  daily net assets of the
Portfolio  managed  by such  Money  Manager.  With the  exception  of the Growth
Portfolio5,   Intermediate   Fixed-Income   Portfolio   and   Short-Intermediate
Fixed-Income   Portfolio6,   the  Money  Managers  for  the  Value  and  Income,
International  Equity and Mortgage  Securities  Portfolios  have  completed five
calendar  quarters.  During the first five calendar quarters of management,  the
Money Manager Fee has two  components,  the Basic Fee and  Portfolio  Management
Fee.

- ---------------

5    Geewax,  Terker commenced investment operations for the Growth Portfolio on
     July 21,  1997.

6    Cypress   commenced   investment   operations  for  both  the  Intermediate
     Fixed-Income and  Short-Intermediate  Fixed-Income  Portfolios on September
     21, 1998.

- --------------------------------------------------------------------------------
On page B-30, the following paragraph is inserted:

In accordance with the exemptive order and interpretations of the Securities and
Exchange  Commission,  at any time the  Manager  replaces a Money  Manager,  the
Manager  may  negotiate  a change in the fee  schedule  payable to the new Money
Manager  (including a reduction)  provided there is no increase in the aggregate
fee payable by the Fund. In the case of the Intermediate  Fixed-Income Portfolio
and the Short-Intermediate  Fixed-Income Portfolio,  the overall maximum fee for
the first five calendar  quarters payable to the former Money Managers was 0.15%
(comprised of a basic fee of 0.07% and a portfolio  management fee of 0.08%) and
from the sixth calendar quarter forward payable to the former Money Managers was
0.25% (comprised of a basic fee of 0.07% and a maximum annual performance fee of
0.18%).  Although the Manager has currently  negotiated a reduction in the Money
Manager fee to a maximum of 0.04%  during the first five  calendar  quarters and
0.17%  payable  to the  Money  Manager  of  the  Intermediate  Fixed-Income  and
Short-Intermediate  Fixed-Income  Portfolios from the sixth calendar  quarter of
management  forward  (as  described  below),  there is a  possibility  of future
modifications  to such fee.  In no event  shall the  maximum  Money  Manager fee
payable by the Fund be greater  than 0.25% after the sixth  calendar  quarter of
management forward.

- --------------------------------------------------------------------------------
On page B-30,  the table  entitled  "Money  Manager Fee Schedule For  Portfolios
Managed Less Than Five Complete Calendar  Quarters by Manager for Growth,  Value
and Income, International and Mortgage Securities Portfolios" is replaced in its
entirety as follows:

                    MONEY MANAGER FEE SCHEDULE FOR PORTFOLIOS
          MANAGED LESS THAN FIVE COMPLETE CALENDAR QUARTERS BY MANAGER
    FOR GROWTH, VALUE AND INCOME, INTERNATIONAL, INTERMEDIATE FIXED-INCOME,
            SHORT-INTERMEDIATE FIXED-INCOME AND MORTGAGE SECURITIES
                                   PORTFOLIOS
<TABLE>
<CAPTION>

                                                                      Portfolio         Total
                                                                     Management         Annual
           Portfolio                               Basic Fee             Fee             Fee
           ---------                               ---------             ---             ---
<S>        <C>                                        <C>                <C>              <C>

           Growth                                    0.10%              0.10%           0.20%
           Value and Income                          0.10%              0.10%           0.20%
           International                             0.20%              0.20%           0.40%
           Intermediate Fixed-Income*                0.02%              0.02%           0.04%
           Short-Intermediate Fixed-Income*          0.02%              0.02%           0.04%
           Mortgage Securities                       0.07%              0.08%           0.15%
</TABLE>

*    In  accordance  with  the  exemptive  order  and   interpretations  of  the
     Securities and Exchange Commission, at any time Bennington replaces a Money
     Manager,  Bennington may negotiate a change in the fee schedule  payable to
     the new Money Manager (including a reduction) provided there is no increase
     in  the  aggregate  fee  payable  by  the  Fund.  Although  Bennington  has
     negotiated  a  reduction  in the Money  Manager  fee  payable  to the Money
     Manager   for  the   Intermediate   Fixed-Income   and   Short-Intermediate
     Fixed-Income  Portfolios during the first five complete calendar  quarters,
     there is a possibility  of future  modifications  to such fee. In no event,
     however, shall the maximum Money Manager fee payable by the Fund to a Money
     Manager of the Intermediate and Short-Intermediate  Fixed-Income Portfolios
     be greater than 0.15% during the first five calendar quarters of management
     by a Money Manager.

- --------------------------------------------------------------------------------
On page B-30, the following  information  is added to the table entitled  "Money
Manager Fee  Schedule  From A Manager's  Sixth  Calendar  Quarter Of  Management
Forward",   to   include   the   Intermediate    Fixed-Income    Portfolio   and
Short-Intermediate Fixed-Income Portfolio:
<TABLE>
<CAPTION>

                                           Average Annual                                            Total
                                           Performance Differential   Annual                         Annual
Portfolio                    Basic Fee     vs. Benchmark Index        Performance Fee                Fee
- ---------                    ---------     -------------------        ---------------                ------
<S>                           <C>                  <C>                <C>                            <C>

Intermediate Fixed-Income*   0.02%         less than 0.35%            0.00%                          0.02%
Short-Intermediate Fixed-                  greater than or equal
Income*                                      to 0.35% and less
                                             than or equal to
                                             0.50%                    0.05%                          0.07%
                                           greater than 0.50% and
                                             less than or  equal
                                             to 0.70%                 0.05% plus 1/2 (P-0.50%)**     Up to 0.17%
                                           greater than 0.70%                     0.15%              0.17%
</TABLE>

- ---------------------------

*    In  accordance  with  the  exemptive  order  and   interpretations  of  the
     Securities and Exchange Commission, at any time Bennington replaces a Money
     Manager,  Bennington may negotiate a change in the fee schedule  payable to
     the new Money Manager (including a reduction) provided there is no increase
     in  the  aggregate  fee  payable  by  the  Fund.  Although  Bennington  has
     negotiated  a  reduction  in the Money  Manager  fee  payable  to the Money
     Manager   for  the   Intermediate   Fixed-Income   and   Short-Intermediate
     Fixed-Income Portfolios from the sixth calendar quarter forward, there is a
     possibility  of future  modifications  to such fee.  In no event,  however,
     shall the maximum  Money Manager fee payable by the Fund to a Money Manager
     of the  Intermediate  and  Short-Intermediate  Fixed-Income  Portfolios  be
     greater  than  0.25%  from  the  sixth  calendar  quarter  forward.

**P  = Performance. Example: If Money Manager outperforms the benchmark index by
     0.60%, the fee would be calculated as [0.02% basic fee + 0.05%  Performance
     Fee + {(0.60%-0.50%)/2}] = 0.12%

- --------------------------------------------------------------------------------
On page B-31, the table entitled  "Benchmark  Indices" is amended to include the
Intermediate Fixed-Income and Short-Intermediate Income Portfolios, as follows:

                                BENCHMARK INDICES
<TABLE>
<CAPTION>

       Portfolio                                 Index
       ---------                                 -----
<S>       <C>                                     <C>

       Intermediate Fixed-Income                 Lehman Brothers Government/Corporate Index
       Short-Intermediate Fixed-Income           Lehman Brothers Government/Corporate 1-5 Year Index
</TABLE>

- --------------------------------------------------------------------------------
On  page  33,  the  paragraph   entitled  "Money  Manager  Fees  -  Intermediate
Fixed-Income  Portfolio  and  Short-Intermediate   Fixed-Income   Portfolio"  is
deleted.






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