SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/x/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ACCESSOR FUNDS, INC.
(Name of Registrant as Specified In Its Charter)
Christine J. Stansbery, Secretary
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Set forth the amount on which the filing fee is calculated and state how it was
determined.
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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April 2, 1998
Shareholders of Accessor Funds, Inc.
Small to Mid Cap Portfolio
Re: Accessor Funds, Inc.
Additional Proxy Material
Dear Shareholder:
The enclosed additional proxy material, a revised Exhibit C to the
proposed new Money Manager Agreement among Accessor Funds, Inc. (the "Fund"),
Bennington Capital Management L.P. and Symphony Asset Management LLC ("Symphony
LLC"), is provided for your information. The enclosed Exhibit C contains certain
non-material conforming changes, which are marked for your convenience. We are
also providing you with an additional Proxy Card. If you have already returned
your card and you want to amend your choice, please use the enclosed card.
Please cast your vote. Many shareholders think their votes are not
important. To the contrary, they are vital. The Special Meeting scheduled for
April 30, 1998, will have to be adjourned without conducting any business if
less than a majority of the eligible shares are represented. If that occurs, the
Small to Mid Cap Portfolio, at shareholders' expense, may have to continue to
solicit votes until a quorum is obtained. I want to thank you for your
participation as a shareholder. I encourage you to read the enclosed proxy
materials carefully and return your vote promptly. Please be sure to complete,
sign and date each proxy card if there is more than one in your materials.
Should you have any questions, please do not hesitate to contact the Fund at
1-800-759-3504.
Very truly yours,
/s/Ravindra A. Deo
Ravindra A. Deo
Vice President
<PAGE>
EXHIBIT C
MONEY MANAGER FEE
The following compensation of the Money Manager for its services under
the Agreement shall be calculated and paid by the Fund (except that no such fees
shall be paid to the Manager as to any portion of the Portfolio for which it
acts as money manager). For purposes of calculating the Money Manager's fees,
commencement of investment operations for the Account shall be considered to be
September 15, 1995.
Fees will be calculated and paid after the end of each calendar quarter
at one-fourth of an annual percentage rate as described in the following
paragraph and in the table below applied to the average daily net assets of the
Account. The net assets of the Account are determined by including receivables
and deducting payables. Expenses beyond the control of the Money Manager
including, but not limited to, fees payable to the Fund's Custodian, Accounting
Agent and Transfer Agent, fees of accountants, legal fees and expenses allocable
to the Portfolio are not included as payables of the Account, but expenses
within the control of the Money Manager including, but not limited to, brokerage
commissions are included in determining the net assets of the Account.
For the first five complete calendar quarters of management of the
Account by the Money Manager, the Fund will pay the Money Manager on a quarterly
basis an annual fee of 0.20% (the "Portfolio Management Fee"), applied to the
average daily net assets of the Portfolio.
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 (the "Performance Fee") as
applied to the average daily net assets of the Portfolio.
AVERAGE ANNUALIZED
PERFORMANCE DIFFERENTIAL VS. THE ANNUALIZED
BENCHMARK INDEX PERFORMANCE FEE
--------------- ---------------
Greater Than or Equal to
3.00% 0.42%
Greater Than or Equal to
2.00% and Less Than 3.00% 0.35%
Greater Than or Equal to
1.00% and Less Than 2.00% 0.30%
Greater Than or Equal to
0.50% and Less Than 1.00% 0.25%
Greater Than or Equal to
0.00% and Less Than 0.50% 0.20%
Greater Than or Equal to
-0.50% and Less Than 0.00% 0.15%
Greater Than or Equal to
-1.00% and Less Than -0.50% 0.10%
Greater Than or Equal to
-1.50% and Less Than -1.00% 0.05%
Less Than -1.50% 0.00%
The Account's performance differential versus the benchmark index is
recalculated at the end of each calendar quarter based on the Account's
performance during all calendar quarters since commencement of management by the
Money Manager for the Account through the next preceding calendar quarter, so
that the performance fee, although measured on an average annual rate of return
basis, covers all prior quarters except that of the immediately preceding
quarter. Commencing with the 14th calendar quarter of management by the Money
Manager for the Account, the Account's average annual performance differential
will be recalculated based on the Account's performance during the preceding 12
calendar quarters (other than the immediately preceding quarter) on a rolling
basis.
The Manager agrees to make every effort to minimize cash inflows and
outflows to the Account, and to attempt to limit them to once a month. For
purposes of calculating the performance of the benchmark index, the Fund, the
Manager and the Money Manager agree to accept the calculation provided by the
publisher of the index or another mutually acceptable source. For purposes of
calculating the performance differential versus the benchmark index, the
investment performance of the Account for any period, expressed as a percentage
of its net asset value per share at the beginning of such period, is equal to
the sum of: (i) the change in the net asset value per share of the Account
during such period; (ii) the value of the Account's cash distributions per share
accumulated to the end of such period; and (iii) the value of capital gains
taxes per share paid or payable on undistributed realized long-term capital
gains accumulated to the end of such period. For this purpose, the value of
distributions per share of realized capital gains, or dividends per share paid
from investment income and of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains, shall be treated as reinvested
in shares of the Account at the net asset value per share in effect at the close
of business on the record date for the payment of such distributions and
dividends and the date on which provision is made for such taxes, after giving
effect to such distributions, dividends and taxes. The investment record of the
benchmark index for any period shall mean the sum of: (i) the change in the
level of the index during such period; and (ii) the value, computed consistently
with the index, of cash distributions made by companies whose securities
comprise the index accumulated to the end of such period; expressed as a
percentage of the index level at the beginning of such period. For this purpose
cash distributions on the securities which comprise the index shall be treated
as reinvested in the index at least as frequently as the end of each calendar
quarter following the payment of the dividend.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ACCESSOR FUNDS, INC.
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ACCESSOR FUNDS, INC. THE UNDERSIGNED HEREBY APPOINTS J. ANTHONY
SMALL TO MID CAP PORTFOLIO WHATLEY III AND LINDA V. WHATLEY PROXIES OF
PROXY FOR A SPECIAL MEETING OF THE UNDERSIGNED, WITH FULL POWER OF
SHAREHOLDERS TO BE HELD ON SUBSTITUTION, TO VOTE ALL SHARES OF COMMON
April 30, 1998 STOCK OF ACCESSOR FUNDS, INC. (THE "FUND")
SMALL TO MID CAP PORTFOLIO HELD OF RECORD BY
THE UNDERSIGNED, AUTHORIZED TO BE
REPRESENTED BY PROXY AND WHICH THE
UNDERSIGNED IS ENTITLED TO VOTE AT THE
SPECIAL MEETING OF SHAREHOLDERS OF THE FUND
TO BE HELD AT 1420 5TH AVENUE, SUITE 3130,
SEATTLE, WASHINGTON 98101 ON APRIL 30, 1998,
AT 10:00 A.M. PACIFIC STANDARD TIME, OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF, WITH
ALL THE POWERS THE UNDERSIGNED WOULD HAVE IF
PERSONALLY PRESENT ON THE FOLLOWING MATTERS:
FOR AGAINST ABSTAIN
|_| |_| |_| 1. to approve or disapprove a New Money Manager
Agreement among Accessor Funds, Inc.,
Bennington Capital Management L.P. and
Symphony Asset Management LLC that modifies
the calculation of the fee structure of the
Money Manager Fee paid to Symphony Asset
Management LLC
FOR AGAINST ABSTAIN 2. to transact such other business as may be
properly brought before the Meeting or any
|-| |-| |-| adjournments thereof
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED 'FOR'
THE APPROVAL OF THE MONEY MANAGER AGREEMENT
IN ITEM 1, AND THE PROXIES WILL USE THEIR
DISCRETION WITH RESPECT TO ANY MATTERS
REFERRED TO IN ITEM 2. THE UNDERSIGNED
HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE
ACCOMPANYING NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT.
DATED: ----, 1998
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PLEASE COMPLETE, DATE AND SIGN EXACTLY AS
YOUR NAME APPEARS HEREON.
WHEN SIGNING AS ATTORNEY, ADMINISTRATOR,
EXECUTOR, GUARDIAN, TRUSTEE OR CORPORATE
OFFICER, PLEASE ADD YOUR TITLE.
IF SHARES ARE HELD JOINTLY, EACH HOLDER
SHOULD SIGN.
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